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Global Capital Markets & the U.S. Securities Laws 2017


Speaker(s): Alison M. Fuller, Annemarie Tierney, Barbara A. Stettner, Barry Rosenfeld, Carol McGee, Emily S. Pierce, Eric W. Blanchard, Joan E. McKown, Linda Chatman Thomsen, Mats Isaksson, Michael D. Mann, Nicolas Grabar, Patrick M. Finnegan, CFA, CPA, Roderick O. Branch, Thomas W. Yang, Wayne E. Carnall
Recorded on: Apr. 19, 2017
PLI Program #: 186369

ALISON M. FULLER (B.A. 1985, Williams College; J.D. 1991, Georgetown University) is a partner in Stradley Ronon’s Investment Management Practice Group.  Ms. Fuller regularly represents investment advisers, investment companies and their independent trustees.  Prior to joining Stradley Ronon, Ms. Fuller served for ten years in the Securities and Exchange Commission’s Division of Investment Management, including eight years as Assistant Chief Counsel.  At the SEC, Ms. Fuller and her staff developed a number of key positions relating to the investment management industry.  During that time, she received an award for supervisory excellence and Capital Markets Awards as a member of the Asset-Backed Securities Rulemaking Team, and as a member of the September 11, 2001 Recovery Team.  Ms. Fuller continues to focus her practice on complex securities law issues, including as counsel to the independent directors and trustees overseeing a number of prominent mutual fund complexes.  Ms. Fuller has been included in Best Lawyers in America for her work in mutual fund law and has been recognized by Chambers USA for her work with registered funds.  Ms. Fuller is a member of the Board of Directors of Stradley Ronon.


Barbara Stettner is the Head of Allen & Overy’s US Financial Services Regulatory Practice, a member of the Global Financial Services Regulatory Steering Committee, and a member of the Global Board. Barbara's practice focuses on advising U.S. and foreign financial institutions on their regulatory and compliance obligations under the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and the Bank Secrecy Act. Barbara has extensive experience representing foreign and domestic banks, asset managers, and broker-dealers on the various regulatory obligations of domestic and cross-border securities distributions and fundraising activities, including broker-dealer, investment adviser, finder and placement agent status questions, sales practice requirements, research, and custody arrangements. She regularly applies this experience in the Fintech and digital asset space to various custodians, “robo advisers,” “crowdfunding platforms,” and DLT (“blockchain”) or other digital securities distribution and trading platforms. She has a particular focus on the interstitial and complex regulatory issues that arise between bank, broker-dealer, and investment adviser affiliates who provide services to the same clients.

Before entering private practice, she worked at the SEC’s Division of Market Regulation (now Trading and Markets), where she served as Special Counsel in the Office of the Chief Counsel and as an Attorney-Advisor in the Office of Risk Management and Control. She also served as Senior Counsel in the Commission’s Office of International Affairs, where she worked on a multi-country committee to produce the first IOSCO paper addressing cross-border securities transactions over the Internet.  At the SEC and in private practice, Barbara served with the Financial Services Volunteer Corp, providing pro bono technical assistance to emerging markets on the regulatory and supervisory systems of markets and market intermediaries, including Jordan, the UAE, Russia, and Romania. She is a current member of the Board of Advisors of the SEC’s Historical Society.  

Barbara is widely recognized as a leading regulatory lawyer, having been recognized in Chambers USA in both Securities: Regulation: Advisory and Financial Services Regulation: Broker Dealer (Compliance). According to Chambers USA, Barbara is described as "an amazing broker-dealer attorney" by market commentators and impresses with the breadth of her advisory practice, which encompasses state and federal broker-dealer regulations and securities laws. A client says: "She is extremely knowledgeable and also not afraid to push the envelope to improve the regulatory environment."


Carol McGee is the head of the Office of Derivatives Policy in the SEC’s Division of Trading and Markets.  In that role she directs rulewriting and other implementation projects relating to Title VII of the Dodd-Frank Act and the regulation of security-based swaps under U.S. law.  She also provides interpretive advice on the regulatory treatment of novel derivative products under the Exchange Act, and administers the new product provisions contained in the Dodd-Frank Act.  In addition, Ms. McGee is a part of the cross-divisional and interagency teams responsible for the Volcker Rule. 

She was previously a Partner at Alston & Bird LLP and the co-leader of its securities practice group.  Ms. McGee also served as Deputy Chief Counsel in the SEC’s Division of Corporation Finance.  Ms. McGee holds a J.D. from the University of Virginia, an M.Phil from the University of St. Andrews and a B.A., magna cum laude, from Wellesley College.


Joan McKown has more than 30 years of experience in Securities and Exchange Commission (SEC) enforcement and financial regulatory matters including investigations, exams, internal investigations, and disputes throughout the United States. She has in-depth knowledge of investigatory issues relating to financial fraud, corporate disclosure, corporate governance, accounting, compliance, private equity, FCPA, broker dealer, investment adviser, investment companies, and insider trading. Joan represents corporations, and financial services firms, and their officers, directors, and employees, counseling them to avoid regulatory scrutiny, and when necessary, resolving matters on the best terms possible.

Prior to joining Jones Day in 2010, Joan was the longest serving chief counsel in the Division of Enforcement at the SEC, where she played a key role in establishing enforcement policies and worked closely with Commission and senior SEC staff. Joan literally wrote the book on SEC enforcement when she oversaw creation of the first version of the SEC Enforcement Manual. As chief counsel, she led hundreds of Wells meetings and settlement negotiations. At Jones Day, Joan has extensive experience submitting persuasive Wells submissions, having reviewed thousands of such submissions while on the SEC staff.

Joan is the chair of the board of trustees of the SEC Historical Society. She also serves as president of the board of trustees of the Legal Aid Society of the District of Columbia. She frequently speaks and writes on SEC enforcement related topics.


Linda Chatman Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is senior counsel in Davis Polk’s Litigation Department and practices in the Washington DC office. Her practice concentrates in matters related to the enforcement of the federal securities laws. She has represented clients in SEC enforcement investigations and inquiries, in enforcement matters before other agencies, including the Department of Justice (various U.S. Attorneys Offices) and the Commodities Futures Trading Commission, in investigations and inquiries from self-regulatory agencies, including FINRA, and in internal investigations. These matters, which are typically non-public, have covered a broad range of securities related subject matters, including insider trading, foreign corrupt practices, financial reporting, manipulation and regulatory compliance. Her clients have included major financial institutions, regulated entities, public companies and senior executives.

Ms. Thomsen returned to Davis Polk in 2009 after 14 years of public service at the SEC. While there she held a variety of positions and ultimately served as the Director of Enforcement from 2005 through February 2009. During her tenure as the Director of Enforcement, she led the Enron investigation, the auction rate securities settlements, the stock options back dating cases and the expansion of the enforcement of the Foreign Corrupt Practice Act.

She is a graduate of Smith College (A.B. ’76, Government (High Honors)) and Harvard Law School (J.D. ’79).


Michael D. Mann’s legal practice focuses on international securities regulation and enforcement and the cross-border conduct of business. He provides strategic advice and counseling to clients engaged in business subject to regulation in the United States and throughout the world. He regularly represents public companies and their audit committees, officers and directors in connection with their compliance with U.S. regulatory requirements including the Dodd-Frank, Sarbanes-Oxley and Foreign Corrupt Practices Acts as well as U.S. Economic Sanctions. 

Clients have shared that they regard Mr. Mann as one of the “wisest and most versatile tacticians” in complex securities regulatory and enforcement matters, and as "truly one of the experts in international enforcement." Others have stated that he "is the kind of outside counsel most in-house lawyers seek: he is knowledgeable, responsive and provides his advice in a very calm and effective manner on a wide range of issues." Mr. Mann has also been formally recognized as a leading practitioner by Chambers USA, Legal 500, Best Lawyers in America, Benchmark Litigation and The National Law Journal, among others. 

Prior to entering private practice, Mr. Mann served for seven years as the first Director of the Office of International Affairs ("OIA") at the U.S. Securities and Exchange Commission and established the key relationships between the SEC and its foreign regulatory counterparts throughout the developed and emerging markets that continue to be the centerpiece of the SEC’s program. Mr. Mann also led the SEC’s efforts to facilitate access to the U.S. securities markets, improve and harmonize regulation world-wide and to remove unnecessary barriers to trade.

Prior to becoming Director of OIA, Mr. Mann served as Associate Director in the SEC’s Division of Enforcement and acted as counsel for the Commission in SEC v. Levine, SEC v. Certain Unknown Purchasers (the “Santa Fe” case), and SEC v. Winans (the “Wall Street Journal” case), among others.

Mr. Mann is a Member of the Council on Foreign Relations, the Board of Advisors to the Securities and Exchange Commission Historical Society and a Member of the Federal Bar Association / Securities Law Committee Executive Council. From 1994 to 2002, he was a member of the Hampshire College Board of Trustees. From 1999 to 2003, he served as the Chairman of the Securities Market Advisory Board of the Toronto International Leadership Centre for Financial Sector Supervision.


Nicolas Grabar’s practice focuses on international capital markets and securities regulation and on the representation of large reporting companies. He plays a primary role in the firm’s work for public company clients, including leading Mexican and Brazilian businesses, sovereigns, and global investment banks, on their biggest and most complex capital markets and financing matters.

Nick is known for creating durable relationships with his clients—including representing the Mexican government for more than 30 years—and is regarded as one of the premier authorities on SEC disclosure and securities reporting matters.

He has extensive experience in international financings in public and private markets, in U.S. securities law and regulations applicable to foreign issuers, and in the regulation of financial reporting. Nick also has experience in the telecommunications and natural resources sectors, and has advised on acquisitions, joint ventures, privatizations, and debt restructuring.

Nick repeatedly has been recognized for his work on behalf of clients, including by The American Lawyer, Chambers Global, Chambers Latin America, Chambers USA, The Legal 500 Latin America, and IFLR1000, among others. In 2016, Latin Lawyer named Nick its “International Lawyer of the Year,” describing him as “an elite dealmaker with a reputation for assisting on novel financing structures that set precedents for others to follow.”

Nick joined the firm in 1984 and became a partner in 1991. From 1985 to 1989, he was resident in the Paris office.

Nick received a J.D., cum laude, from Harvard Law School and a B.A., magna cum laude, from Harvard College.

 


Patrick Finnegan has worked in a variety of roles as an auditor, regulator financial analyst and accounting standard setter.  As of July 2017, Pat is a Senior Director at Fitch Ratings.  Prior to that Pat served as a member of the International Accounting Standards Board (IASB) between 2009-2016. Before joining the IASB, Pat worked as the Director of the Financial Reporting Policy Group at CFA Institute between 2008-2009. In addition, Pat worked as a credit analyst for Moody’s in both its Corporate and Financial Institutions Groups between 1993 and 2008. Pat started his career in public accounting with Haskins & Sells after graduating from Georgetown University in 1980. Between 1984-1987, Pat served on the staff of the US Securities & Exchange Commission and with the AICPA. He returned to public accounting in 1987 and was promoted to partner in the audit practice of Deloitte & Touche in 1993.

Pat is a member of the CFA Institute, American Institute of CPAs and the National Association of Corporate Directors.


PricewaterhouseCoopers:

Wayne leads the service delivery for the Foreign Private Issuer practice in PwC’s SEC Services Group – which is part of the National Professional Services Group.  Wayne is currently a consultant for PwC after retiring from the partnership in 2019. He supports international clients in addressing complex accounting - both IFRS and US GAAP - and reporting matters including those that are unique to the SEC regulatory requirements. He is a member of the Firm’s SEC Leadership Team. He is a member of the AICPA International Practices Task Force, the Board of Directors of the Association of SEC Alumni and the Advisory Board of PLI’s SEC Institute. 

From 2011 to 2019, Wayne was a partner in PwC’s SEC Services Group supporting both domestic and international clients on resolving complex accounting and financial reporting issues. He developed PwC’s position and published guidance on various SEC reporting matters. He met with boards of directors, audit committees, external legal counsel and company executives to advise on complex or contested financial reporting situations and develop a course of action.  Wayne was named to the 2013 Global Accounting Power 50 by the International Accounting Bulletin.

From 1997 to 2007, Wayne was a Partner in PwC’s SEC Services Group and for most of this time led the Foreign Private Issuer practice.  He assisted clients and engagement teams in addressing US GAAP, PCAOB standards and SEC reporting issues primarily for FPIs.  Wayne was also responsible for publishing the Firm’s policies and procedures on matters relating to US GAAP, PCAOB standards and SEC reporting matters relating to FPIs and developing training for partners and staff outside of the US. Wayne was a member of the following groups: AICPA International Practices Task Force; PwC Global International Financial Reporting Standards Board; PwC Global 404 Steering Committee.

From 1981 to 1991, Wayne held various positions including senior manager and worked on public and non-public companies in various industries.

US Securities and Exchange Commission – Division of Corporation Finance:

From 2007 to 2011, Wayne was Chief Accountant of the Division of Corporation Finance where he was responsible for planning and developing policies programs, procedures, and training relating to financial reporting matters with respect to the work of the Division. He rendered decisions on financial reporting matters relating to the public companies that file with the SEC. He was responsible for guidance published by the Division on financial reporting matters including the Financial Reporting Manual and Compliance and Disclosure Interpretations relating to financial reporting matters.  Wayne jointly authorized the issuance of Staff Accounting Bulletins and assisted in drafting a number of Commission rules on a variety of subjects. He worked with the FASB, EITF, PCAOB and IASB in addressing issues of mutual interest. He also served as an observer to the PCAOB’s Standing Advisory Group.

From 1991 to 1997, Wayne held various positions including Associate Director, Deputy Chief Accountant, Associate Chief Accountant and Staff Accountant.  He was a member of the Senior Executive Service and was a recipient of the Andrew Barr Award.

Publications:

Wayne has published articles in several professional magazines on SEC reporting matters and other accounting/auditing matters including: Accountancy in the UK, Contaduria Publica in Mexico; Der Schweizer Treuhander in Switzerland and The CPA Journal. He is a former member of the Editorial Advisory and Review Board for Accounting Horizons.

Education:

Wayne is a graduate of Alfred University and is a Certified Public Accountant in New Jersey. 


Annemarie Tierney is the Founder and Principal of Liquid Advisors, a consulting firm offering strategic advisory services around private placements and secondary liquidity structuring and regulatory requirements, including for digital or token-based securities.  Previously, Annemarie was the Chief Strategy Officer and General Counsel of Templum, Inc., a registered broker dealer/alternative trading system approved to conduct primary offerings and secondary trading in unregistered digital securities.  Annemarie is a seasoned financial services lawyer/strategist with substantial SEC, law firm, and in-house legal experience, as well as experienced in broker dealer regulation, blockchain legal and regulatory issues, securities transactional work, SEC rules and regulations, corporate governance, and international expansion.  Annemarie has led a broad range of regulatory and legislative thought leadership initiatives in the private issuer space and is a frequent speaker on a range of private market topics.  Annemarie previously served as Head of Strategy at Nasdaq Private Market and as the General Counsel of SecondMarket, Inc., now Digital Currency Group.  Annemarie has also worked at the Securities and Exchange Commission, Skadden Arps Slate Meagher & Flom, the NYSE and NYFIX.  She is a member of the Board of Directors of the Association of SEC Alumni and a former member of the SEC’s Advisory Committee on Small and Emerging Companies.   She earned her BA/BS in Finance and International Relations from the Alfred Lerner College of Business and Economics at the University of Delaware and her JD from the Catholic University of America.  Annemarie is also FINRA series 7 and 24 licensed.


Thomas W. Yang is Managing Director and Associate General Counsel at Bank of America and is co-head of the global team of attorneys that covers the Debt Capital Markets and Equity Capital Markets groups worldwide.  Mr. Yang focuses on both debt capital markets and equity capital markets transactions, as well as U.S. and international regulatory and policy matters affecting the securities industry.  Mr. Yang is the chair of the Primary Markets Committee of the Securities Industry and Financial Markets Association (SIFMA) and is a member of the Corporate Financing Committee of the Financial Industry Regulatory Authority (FINRA).  Prior to joining Bank of America, Mr. Yang was a Director and Counsel in the Transactions Advisory Group at Credit Suisse First Boston from 2000 to 2005 and had practiced law with the firm of Brown & Wood LLP prior to then.


Barry Rosenfeld is Vice President and General Counsel with Novartis Finance Corporation, the US holding company for Novartis AG.  Barry has worked for Novartis Corporation and its affiliates and predecessors in the US and Switzerland since 1995, and provides legal counsel in a wide variety of fields.  Prior to his experience with Novartis, Barry worked for Kaye Scholer for nine years as a litigation associate at its office in New York.  Barry is a 1986 graduate of New York University School of Law and graduated from the University of Michigan in 1983.


Emily Pierce is the Branch Chief for International Regulatory Policy in the United States Securities and Exchange Commission’s Office of International Affairs (OIA). She joined the Commission in August 2010. Prior to joining the Commission, Emily was an associate in the litigation department at Debevoise & Plimpton LLP. Emily also served as a judicial clerk for the Honorable Louis F. Oberdorfer, District Court for the District of Columbia. Emily graduated from Princeton University, Woodrow Wilson School of Public and International Affairs, and completed her J.D. at Yale Law School.


Mr. Branch is a partner and co-chair of the Corporate Department in Chicago at Latham & Watkins LLP.  His practice focuses on capital markets transactions and securities regulation, with a particular interest in securities offerings by non-US issuers. He has extensive experience in securities financings in public and private markets, and has represented public- and private-sector companies, investment banks and sovereign governments in global capital markets transactions.  Recently, Mr. Branch led SEC-registered initial equity offerings and US stock exchange listings by LivaNova plc and Ferroglobe plc, London-based multinational corporates, and regularly represents them on US compliance matters.  He was named to "Forty Under Forty" lists by the National Law Journal in 2013 and Crain's Chicago Business in 2015.  A native of Mexico City, Mr. Branch is fluent in Spanish and French and proficient in Italian.