FacultyFaculty/Author Profile
Herbert S. Wander

Herbert S. Wander

Katten Muchin Rosenman LLP

Chicago, IL, USA

Herbert S. Wander is co-chair of Katten's Corporate Governance practice and concentrates on all aspects of business law, especially corporate governance, securities law and mergers and acquisitions transactions. He is the chief legal architect for many major M&A transactions, both negotiated and hostile. Chambers USA notes that "Wander is viewed as an influential presence in the corporate community. He is 'very highly regarded' for his expertise in securities, corporate governance and M&A matters."

In December 2004, Herb was appointed by then Securities and Exchange Commission (SEC) Chairman William H. Donaldson as one of the co-chairs of the SEC's Advisory Committee on Smaller Public Companies to examine the impact of the Sarbanes-Oxley Act on smaller public companies. The Advisory Committee published its Final Report in 2006 and many of its recommendations were implemented by the SEC and Congress. The SEC also invited Herb to be one of two lawyers to present at the SEC's April 2001 Regulation FD Roundtable.

Herb also represents boards, independent directors and audit committees at numerous public companies. He serves as a director, chair of the compensation committee and audit committee member for non-client Telephone and Data Systems, Inc., a $3.2 billion public market cap telecommunications company, and served as a director and secretary of Advance Ross Corporation, a publicly held corporation, before its sale. He has served two terms as a member of the Legal Advisory Committee to the New York Stock Exchange Board of Governors and as a member of the Legal Advisory Committee to the National Association of Securities Dealers, Inc. In 2015, he was one of the founding trustees of the newly formed American College of Governance Counsel.

An accomplished lecturer, Herb frequently speaks at various business and legal organizations, including NIRI, the National Association of Corporate Directors, American Law Institute-American Bar Association, Practising Law Institute, including the annual Securities Regulation Institute, the Corporate Counsel Institute and Ray Garrett Jr.

Corporate and Securities Law Institute at Northwestern University, Northwestern Law's annual Securities Regulation Institute in San Diego, many state and city bar associations and other professional and business organizations.

In addition, Herb has authored numerous articles and book reviews published in the Yale Law Journal, The Business Lawyer, the Southwestern Law Journal, the Northwestern University Law Review, the Review of Securities and Commodities Regulation,  INSIGHTS and the New York Law Journal and served as co-editor of Selected Articles on Federal Securities Law, published by the Business Law Section of the American Bar Association (ABA). He served on the editorial board of the Yale Law Journal and authored two articles for that publication. He was the first editor of the Business Law Section's magazine, Business Law Today, and served as editor of volume 49 of The Business Lawyer. Herb annually publishes a comprehensive article on "Securities Law Disclosure After Sarbanes-Oxley, Dodd Frank and the JOBS Act."

Herb served as chair of the ABA's 53,000-member Business Law Section from 1995–96 and continues to serve on numerous bar association committees. He is a past chair of  the Business Law Section's Corporate Law Committee, which in 2007, under his leadership, published the influential Corporate Director's Guidebook (5th Edition). Herb has served as president of the Jewish Federation of Metropolitan Chicago and the Jewish United Fund. He was appointed by the president of the ABA to serve as one of 12 members of the ABA Commission on Multidisciplinary Practice in 1998 and to serve as one of nine members on the ABA Task Force on Attorney-Client Privilege in 2004.


  • American Bar Association, Business Law Section, Past Chair
  • American Israel Friendship League
  • American Law Institute
  • Community Family Center of Highland Park, President
  • Economic Club of Chicago
  • Illinois State Bar Association
  • Jerusalem Foundation
  • Jewish Federation of Metropolitan Chicago, Past President
  • Jewish United Fund, Past Campaign Chair
  • Michael Reese Health Trust, Chair
  • The Chicago Bar Association


  • SEC Proposes Rule Amendments to Permit General Solicitation in Rule 506 and 144A Offerings, Including Offerings by Hedge Funds and Other Private Funds (September 17, 2012)
  • SEC Adopts Final Rules Regarding Conflict Minerals Disclosure (August 31, 2012)
  • SEC Adopts Final Rule Requiring Exchanges to Establish Listing Standards Regarding Independence of Compensation Committees and Compensation Advisers (July 2, 2012)
  • SEC Adopts Final Rules for Whistleblower Program under Dodd-Frank Act (June 2, 2011)
  • SEC Adopts Final Say-on-Pay Voting Rules (January 31, 2011)
  • SEC Adopts Final Rules to Enhance Shareholder Access to Companies' Proxy Materials (August 26, 2010)
  • Dodd-Frank Wall Street Reform and Consumer Protection Act Corporate Governance and Disclosure Provisions (July 6, 2010)
  • Proxy Vote Processing Issues: Over-Voting and Empty Voting (January 28, 2010)
  • Communicating with Retail Shareholders: How Much Can an Issuer Say Outside the Proxy Materials? (January 21, 2010)
  • Alerts for Shareholder Voting in 2010: Elimination of NYSE Broker Discretionary Voting in Uncontested Director Elections and Updates to RiskMetrics' US Policies Now Effective (January 12, 2010)
  • SEC Adopts Enhanced Executive Compensation and Governance Disclosure Rules (January 7, 2010)
  • Frequently Asked Questions Regarding the SEC's NOBO-OBO Rules and Companies' Ability to Communicate with Retail Shareholders (January 4, 2010)
  • Novel Action Raises Questions in Delaware on Stockholder Power to Directly Remove Officers (June 17, 2009)
  • SEC Proxy Access Proposals Expected in May (April 30, 2009)
  • Stockholder Meeting Advance Notice Protections—Do They Mean What You Think? (September 2008)


  • Author, Securities Law Disclosure After Sarbanes-Oxley (January 2013) 

Speaking Engagements & Presentations

  • Panelist, Disclosure Effectiveness and Its Impact on MD&A and Other 10-K/Q Items | 30th Midyear SEC Reporting & FASB Forum, Chicago, Illinois (May 28, 2015)
  • Moderator, Ethical Imperatives: Cybersecurity in Law Firms | 33rd Annual Federal Securities Institute, Miami, Florida (February 6, 2015)
  • Speaker, The Changing Dynamic of Director-Shareholder Relations and Voting | 43rd Annual Institute on Securities Regulation, New York, New York (November 9– 11, 2011)
  • Speaker | 29th Annual Federal Securities Institute Conference, Miami, Florida (February 16–17, 2011)
  • Speaker | 28th Annual Federal Securities Institute, Coral Gables, Florida (February 11–12, 2010)
  • Presenter, Update to Delaware Law | Fall Conference of the Chicago Chapter of the Society of Corporate Secretaries and Governance Professionals, Chicago, Illinois (October 21, 2009)
  • Panelist | 2009 Proxy and Disclosure Season Update: What's New and What's Coming!, Chicago, Illinois (December 4, 2008)
  • Speaker, Current initiatives to Help Smaller Public Companies deal with their Unique Challenges | SEC Reporting & FASB Update Forum for Mid-sized and Smaller Public Companies, Las Vegas, Nevada (October 16–17, 2006)
  • Speaker, Section 404 and Control Reporting | Sarbanes-Oxley Institute: Corporate Governance, Financial Disclosure, Auditing, and Other Issues, Washington, DC (October 12–13, 2006)
  • Panelist, Current Developments in Securities Law: A Colloquy | 45th Annual Corporate Counsel Institute - Chicago Session, Chicago, Illinois (September 28– 29, 2006)
  • Chair, SEC Hot Topics Seminar: A Comprehensive Update on the Latest Interpretations and Practices | SEC Hot Topics Seminar Fall 2006, Chicago, Illinois (September 27, 2006)
  • Panelist, Practical Experience with Securities Reform | Advanced Securities Law Workshop 2006, San Diego, California (August 17–18, 2006)
  • Presenter, SEC Initiative to Reduce Compliance Burdens on Small and Mid-Cap Public Companies | Securities Regulation and Business Law, Dallas, Texas (February 9–10, 2006)
  • Speaker | Challenges Facing Boards of Directors: Key Issues in SEC Disclosure and Enforcement, Chicago, Illinois (January 31, 2006)
  • Chair, Capital Formation and Smaller Public Companies | Securities Regulation Institute, Coronado, California (January 18–20, 2006)


FOCUS: Corporate

Corporate Governance
Mergers and Acquisitions
Entrepreneurial Venture
Securities Private Equity
Securities Litigation and Enforcement


Chambers USA, 2009–2015
Who's Who in America
Who's Who in American Law
Who's Who in the Midwest
Crain's Chicago Business
Super Lawyers, 2005–2015
Who's Who in the World
Best Lawyers Lawyer of the Year 2013 - Herbert Wander - Securities Regulation
Best Lawyers in America, 1983–2015
Best Lawyers Lawyer of the Year 2012 - Herbert Wander - Capital Markets
The International Who's Who of Corporate Governance Lawyers, 2005–2013
Chambers Global, 2010–2014 Corporate M&A – USA – Senior Statesmen, 2015
Lawdragon, 500 finalist – 2010
InterContinental Finance Magazine, IFCM Leading Lawyers 500
AV Preeminent Peer Review Rating by LexisNexis Martindale-Hubbell
Legal 500, 2014
Leading Lawyers Network, Top 250 Leading Business Lawyers in Illinois, 2014


LLB, Yale Law School
AB, University of Michigan

Bar Admissions



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