Peter L. Rossiter

Partner

Peter L. Rossiter's practice focuses on securities, corporate governance and regulatory matters, as well as mergers and acquisitions and other transactional work for financial institutions and other businesses and nonprofit institutions.

Financial Institutions Practice

Using his experience as General Counsel and a business unit leader for Northern Trust Corporation, Mr. Rossiter leads the firm's Financial Institutions Client Service Group.  The group represents banks, thrifts and their holding companies in mergers and acquisitions, capital-raising transactions, regulatory compliance matters, corporate governance matters and the host of day-to-day issues that confront financial institutions. Clients range from large national and international institutions to community banks. Mr. Rossiter has:

• Represented large and small institutions in completing strategic acquisitions of banks and non-banking businesses
• Counseled boards and senior management on a host of actual and potential regulatory compliance issues
• Advised financial institutions with respect to governance and governance-related issues, including management and major stockholder succession issues

Corporate and Securities Practice

Mr. Rossiter advises public companies on the range of special issues that confront them, including reporting and disclosure under the Securities Exchange Act of 1934, Sarbanes-Oxley Act compliance, and public offerings of securities.  He also provides corporate governance and commercial advice to publicly-held companies, privately owned businesses and not-for-profit organizations.  His experience includes advising:

• A substantial, publicly-owned telecommunications holding company, on mergers and acquisitions, securities law compliance, corporate governance and day-to-day commercial matters
• A leading publicly-held provider of higher education, on securities law and executive compensation matters
• Several publicly-held bank holding companies, with market capitalizations ranging from $1 billion to $14 billion, on a range of merger and acquisition, financing, securities law compliance and corporate governance issues
• The non-profit educational and consulting affiliate of a major, non-profit accrediting body and a major university, on corporate governance issues
• Smaller organizations in a range of industries, on matters ranging from investigation and enforcement issues to mergers and acquisitions and business formation
  

Publications

"Regulation FD: A Refresher and Update," Bank Accounting & Finance (April-May 2007)

"Another Look at Minutes," Northwestern University School of Law's Ray Garrett Jr. Corporate and Securities Law Institute (May 2006)

"The Audit Committee As Sleuth: Conducting an Internal Investigation," Bank Accounting & Finance (February-March 2006)

"Audit Committee Self Assessments: Why and How?" Financial Managers Society Special Report (January 2005)

"Supporting the Audit Committee After Sarbanes-Oxley: A Practical Guide," Bank Accounting & Finance, Vol. 17, No. 5 (August 2004)

Speeches and Presentations

Mr. Rossiter speaks regularly at continuing legal education and financial services industry programs.

"Proposed Regulation R," (Panelist) American Bar Association Section of Business Law, Banking Law Committee, Spring Meeting (March 15, 2007)

"Best Practices: Stockholders, Boards, and Board Committees," (Chair) Northwestern University School of Law's Ray Garrett Jr. Corporate and Securities Law Institute, Chicago (May 4, 2006)

"Compliance and Risk Management: Counsel's Obligation and Dilemma," (Panelist)  American Bar Association Section of Business Law, Spring Meeting (April 6, 2006)

"Investor Relations: Legal Context and Practical Tips," America's Community Bankers, 2005 Annual Convention (October 18, 2005)

"Managing the Audit Process: The General Counsel's Role," (Chair) Northwestern University Corporate Counsel Institute (September 29, 2005)

Previous Experience

Mr. Rossiter previously was with Schiff Hardin from 1976 to 1992, concentrating his practice in corporate and securities work for public and privately held clients across a range of industries and serving on the firm's management committee for seven years. He returned to the firm in 2004.

From 1992 to 2004, he was Executive Vice President of Northern Trust Corporation, serving as General Counsel until 2000. As General Counsel, he led a legal department of more than 30 attorneys to support Northern Trust's leading private banking and trust, institutional, and investment management businesses worldwide. He:

• Advised senior management, the board of directors, and key committees of the board
• Helped shape all significant U.S. Securities and Exchange Commission (SEC) filings
• Participated in all acquisitions and divestitures
• Played a key role in managing Northern Trust's relationships with bank regulators

In 2000, Mr. Rossiter became President of Northern Trust's Corporate and Institutional Services business unit, which manages Northern Trust's relations with the institutional investors Northern serves around the globe and accounts for approximately one-half of the company's revenues and net income.

In 2003, Mr. Rossiter became the head of the Corporate Risk Management Group for Northern Trust, where he designed, organized and led this new function.

He has served on the boards or advisory boards of the Coordinated Advice and Referral Program for Legal Services, Cook County's legal aid hotline; the Chicago Volunteer Legal Services (CVLS) Foundation; the Lawyers Club of Chicago, including a term as President; INROADS, Inc., a minority internship organization and the Yale Law School Alumni Association (currently a Vice President). From 1989 – 1994, he served pro bono as the Chancellor of the Episcopal Diocese of Chicago.

Awards and Honors

Best Lawyers in America, Banking

Leading Lawyer — Banking and Financial Institutions Law; Corporate Finance Law; Mergers and Acquisitions Law; Publicly Held Corporations, Illinois Leading Lawyers Network

Who's Who Legal — Illinois, Corporate Governance

AV Peer Review Rated, Martindale-Hubbell

Education

Clerkships

Honorable Warren E. Burger, Chief Justice, U.S. Supreme Court (1975-1976)

Honorable Alvin B. Rubin, U.S. District Court, Eastern District of Louisiana (1973-1975)

Teaching Appointments

Adjunct Faculty, The University of Chicago Law School (1979-1981)

Adjunct Faculty, Tulane University Law School (1975)

Professional Memberships

American Bar Association
     Section of Business Law
          Banking Law Committee
               Securities Activities Subcommittee
                    Chair

Illinois State Bar Association

Chicago Bar Association

Chicago Council of Lawyers