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Private Placements and Other Financing Alternatives 2011


Speaker(s): Alexander F. Cohen, Anna T. Pinedo, Carol McGee, Catherine T. Dixon, David Abell, David B. H. Martin, David B. Harms, David M. Lynn, Gerald J. Laporte, James T. Rothwell, Jill M. Wallach, K. So Young Lee, Katherine Roberson Petty, Keith Canton, N. Adele Hogan, Stanley Keller, Taisa Markus, Wade Dougherty
Recorded on: Apr. 26, 2011
PLI Program #: 28901

K. So Young Lee is a Director and Assistant General Counsel in the Equity Capital Markets group at Bank of America Merrill Lynch. Ms. Lee focuses on equity capital markets transactions, as well as U.S. and international regulatory and policy matters affecting the securities industry. Prior to joining Bank of America Merrill Lynch, Ms. Lee practiced law with the firm of Sidley Austin LLP.


Keith E. Canton is a Managing Director in the Private Capital Markets Group. He has been involved in all phases of private finance including origination, structuring, pricing and distribution, with an emphasis on private equity and PIPE financings across a wide range of industries. 

Mr. Canton joined Barclays Capital from Lehman Brothers in 2008 where he was a member of the Private Capital Markets Group since 2002. Prior to Lehman Brothers, Mr. Canton was an Advertising Pricing Manager at Sports Illustrated.  He has completed more than 70 private placement transactions, raising over US$18 billion of private equity and debt on behalf of corporate clients. 

Mr. Canton received an MBA from the Fuqua School of Business at Duke University and a BS in Economics from the Wharton School of Business at the University of Pennsylvania.


Taisa Markus is a partner in the firm's Latin America and Corporate Finance Practice Groups and serves as Vice Chair of its Corporate Securities Group. Her practice handles cross-border securities offerings, cross-border bank finance and M&A, and general securities law matters. Ms. Markus has significant experience representing both financial institutions and issuers particularly in the Latin American and European capital markets, as well as in-depth knowledge of Tier 1 and Tier 2 capital securities across jurisdictions.

Ms. Markus has been recognized as a leading lawyer in Capital Markets by Chambers Latin America. She has lectured and published on various securities law topics and issues related to pro bono legal services in emerging markets.

Awards and Recognition

Recognized as a leading lawyer in Capital Markets by Chambers Latin America (2009-2010) and in Latin America Investments in Chambers USA

Education

University of Illinois College of Law, 1986, J.D., cum laude
Loyola University, 1983, B.S., cum laude

Bar Admissions

New York

Languages

Spanish • Portuguese • Italian • French • Ukrainian


Alex Cohen is a partner in the Washington, D.C. office and Co- chair of Latham & Watkins' national office, a central resource for clients and Latham lawyers facing complex issues arising under the US securities laws. His practice specializes in capital markets and SEC matters.

Profile

Mr. Cohen is a former senior official of the US Securities and Exchange Commission (SEC). He joined the SEC staff in 2006 as Deputy General Counsel for Legal Policy and Administrative Practice and later served as Deputy Chief of Staff.

During his time at the SEC, Mr. Cohen advised the SEC Chairman on highly sensitive questions across all aspects of the agency’s work, including the SEC’s response to the 2008 financial crisis. He also worked closely with the Chairman, Commissioners and senior agency staff to develop and implement SEC rulemakings.

Mr. Cohen’s practice covers:

  • Complex securities transactions
  • Registration and reporting with the SEC
  • Accounting restatements
  • Investigations by the SEC 

Mr. Cohen was resident in Latham’s London and Hong Kong offices from 2001-2006, and has particular expertise advising non-US companies on US securities law matters.

From 1989 to 1990, Mr. Cohen served as a law clerk to Judge Wilfred Feinberg of the US Court of Appeals for the Second Circuit.

Thought Leadership

  • Edits Latham’s "Words of Wisdom" blog, tackling interesting legal issues in the capital markets in a lively, plain-English manner
  • Taught at Georgetown University Law Center as an Adjunct Professor
  • Served as a technical advisor to Oliver Stone's "Wall Street: Money Never Sleeps" (2010)

Education

JD, Yale Law School, 1988 MA,
Yale University, 1985
BA, Yale University, 1982

Bar Qualifications

District of Columbia, New York

Languages

Dutch, English, French, Spanish

Recognition Highlights

Co-chair of Latham's national office, which is "highly commended" as the center of "know-how and expertise on securities law" and recognized as "one of the leading voices on the subject" by Financial Times 2012 US Innovative Lawyers Report

Recommended by Legal 500 US for debt and equity offerings


Gerald J. Laporte has served since 2002 as Chief of the Office of Small Business Policy in the U.S. Securities and Exchange Commission's Division of Corporation Finance. The office administers rules relating to limited securities offerings and disclosure to investors in smaller publicly traded companies.

Mr. Laporte has practiced law in Washington, D.C. since 1976. Before rejoining the SEC in 2002, he practiced securities and corporate law with the firm of Hogan & Hartson LLP. He had worked at the SEC from 1982 to 1987 as Senior Special Counsel for Legislation and Investment Management in the Office of the General Counsel and as Counsel to SEC Commissioner Joseph A. Grundfest. In the 1970's, he had worked as Legislative Assistant to a U.S. Congressman and served as Law Clerk to U.S. District Judge John H. Pratt in Washington, D.C.  Mr. Laporte served as Chairman of the Corporation Finance and Securities Law Section of the District of Columbia Bar from 1997 to 1998.

Mr. Laporte holds a law degree, awarded with honors, from the George Washington University Law School, where he was Managing Editor of the law review. He also holds an M.A. degree in Political Science from Georgetown University, and degrees from the University of Ottawa, Canada, and Sacred Heart Seminary College, Detroit. 


Jill Wallach, Legal & Compliance

Ms. Wallach is currently chief legal counsel of the New York, London and Hong Kong offices of BTG Pactual, one of the leading emerging markets investment banks. In her current role, she is responsible for legal and regulatory for the bank's asset management, investment banking and private banking divisions.

From 1995 to 1997, and from 1997 to 2000, Ms. Wallach was an associate with Cadwalader, Wickerham & Taft and Linklaters, respectively, where she gained significant experience in U.S. and international securities laws and complex corporate and capital markets transactions. While at these firms, she represented a wide variety of large investment banking and corporate clients with particular expertise in both SEC-registered and private securities offerings, as well as provided advisory services relating to compliance with U.S. securities laws and regulations.

In November 2000, Ms. Wallach joined the legal and compliance department at Merrill Lynch & Co., where she served as senior counsel and director. During her tenure at Merrill Lynch, Ms. Wallach performed various roles, including, without limitation: advising clients on a variety of debt, equity, equity-linked and hybrid securities origination transactions, Ms. Wallach was also a member of the investment banking committee that was responsible for the monitoring and oversight of business, legal and reputational risk of banking activities.  After spending four and a half years at Merrill Lynch, Ms. Wallach joined Credit Suisse Securities (USA) LLC where she assumed similar duties and responsibilities as those she maintained at Merrill Lynch. At Credit Suisse, she was also responsible for legal and compliance activities in the Latin American region.

Ms. Wallach holds an L.L.M. in international business law from the University of Salzburg in Austria and the University of the Pacific in Sacramento, California. She earned her J.D. from New York Law School in 1992 and a B.A. from the State University of New York in Albany in 1986. Between 2003 and 2009, she has served on both the securities regulation and financial reporting committees of the New York Bar Association. More recently, she was a featured speaker at the Practicing Law Institute covering its 2008 Securities Update. Ms. Wallach holds the FINRA Series 7, 24 and 63 securities licenses.


Primary Areas of Practice:  Equity Derivatives

Law School/Graduate School: Harvard Law School

Work History:
As a partner in Davis Polk's Corporate Department, Mr. Rothwell advises dealers, corporations and funds regarding structured equity derivative transactions, equity finance transactions and securities offerings of convertible and equity-linked securities. He has been involved in the original design of many innovative transaction structures that have become staples of the equity derivatives marketplace. Mr. Rothwell is an industry thought leader in the implementation of regulatory reform for derivatives business.


Wade Dougherty is an Executive Director with Oppenheimer & Co., where he serves as the senior attorney for the firm's global Investment Banking business. He provides senior management and investment banking personnel with legal advice with respect to equity and debt capital markets offerings, leveraged finance, M&A, and related broker-dealer regulatory matters. Mr. Dougherty represents Oppenheimer on the SIFMA Capital Markets Committee.

Wade Dougherty began his legal career with Shearman & Sterling in 1998, where he worked in the Capital Markets Departments in each of its New York and Paris offices. He joined CIBC World Markets Corp. (now Oppenheimer) in 2005. Mr. Dougherty earned his LLB and BCL With Great Distinction from McGill University in 1998.


Adele Hogan is a capital markets lawyer and strategic advisor who frequently works on regulatory, structured finance, mergers and acquisitions and FinTech matters, including blockchain.  She currently represents a large bank as it expands its foreign exchange and derivatives business, implements enhanced risk frameworks and expands its Fintech business, including blockchain, as well as considers other business initiatives and deposit growth.  She specializes in GRC – governance, risk and compliance – and in strategic growth advisory work.

Adele’s work involves diverse industries, including: financial institutions; energy and utilities; healthcare (medical devices, biotech and pharmaceuticals), leisure (gaming and hotels); real estate, telecommunications, media and technology; transportation (airlines, automotive, shipping, rail); and retail.

Adele frequently chairs and speaks at national law programs.  She has served as an adjunct law professor at Fordham University School of Law and speaks at Cornell University Law School and the Levin Institute.

Adele worked for over ten years at Cravath Swaine & Moore LLP, and was a partner at White & Case LLP and Linklaters LLP. Adele most served as Director – Group Audit (Legal and Regulatory) at Deutsche Bank.  Adele has done strategic consulting work (revenue enhancements, deposit growth, FX, derivatives, mergers) for large banks and led anti-financial crimes investigations, risk framework implementations and corporate governance matters.

Involvement

  • New York City Bar Association (Securities Regulation Committee (former Chair), Financial Reporting Committee (former Chair), Banking Law Committee, Mergers & Acquisitions Committee)
  • New York State Bar Association, Business Law Section (Executive Committee), Securities Regulation Committee, Investment Management Committee
  • American Bar Association, Federal Securities Law Committee
  • Association of Corporate Counsel
  • Women in Derivatives (WIND), 100 Women in Finance, Women in Funds
  • National Association of Corporate Directors (NACD)
  • Society of Corporate Governance Professionals
  • SIFMA (Legal Society and Internal Audit Society)
  • Risk Management Association

Education

  • Cornell University Law School, Juris Doctor
  • Cornell University, Bachelor of Arts 


Anna Pinedo is a partner in Mayer Brown’s New York office and co-leader of the firm’s Global Capital Markets practice. She concentrates her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.

She works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. She has particular financing experience in certain industries, including technology, telecommunications, healthcare, financial institutions, REITs and consumer finance. Anna has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium term note and other continuous offering programs.

Anna regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of JOBS Act Quick Start, published by International Financial Law Review (2013; updated 2014, 2016); a contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, first ed. 2014, second ed. 2015, third ed. 2016, fourth ed. 2017); co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012; updated 2014, 2016); Liability Management: An Overview (2011, updated 2015), published by International Financial Law Review; co-author of Structuring Liability Management Transactions (2018), published by International Financial Law Review; co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014); co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017); and co-author of BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Anna is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012, updated 2019), published by Practising Law Institute. She co-authored "The Approaches to Bank Resolution," a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Anna contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Anna co-authored "The Ties that Bind: The Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009); "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006); and "The Impact Security: Reimagining the Nonprofit Capital Market," a chapter in What Matters: Investing in Results to Build Strong, Vibrant Communities (Federal Reserve Bank of San Francisco and Nonprofit Finance Fund, 2017). Anna is a contributor to Practising Law Institute’s "BD/IA: Regulation in Focus" blog.

Anna has been ranked by Chambers USA as one of America's leading lawyers for Capital Markets: Derivatives and Capital Markets: Structured Products and has been recognized as a notable lawyer for Financial Services Regulation: Broker Dealer (Compliance). Chambers Global has ranked Anna as one of the world's leading lawyers (recommended in Capital Markets: Structured Products). She also is ranked as a “Market Leader” for Capital Markets in the IFLR1000 Guide to Leading Lawyers, the highest individual distinction given by the guide. Anna is ranked as a leading lawyer for Structured finance: derivatives and structured products and listed as a recommended lawyer in Capital markets: debt, high-yield debt, equity, and global offerings, and Structured finance: securitization by the Legal 500 US.


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.


Catherine Dixon is a partner in Weil’s Washington, D.C. office and a recognized authority on the federal securities laws, as amended over the past decade by the JOBS Act of 2012, the Dodd-Frank Act of 2010 and the Sarbanes-Oxley Act of 2002. Her practice encompasses public and private company disclosure advice, capital markets transactions (including public and private offerings), mergers and acquisitions, corporate governance and compliance-related matters. Ms. Dixon is a member of Weil’s Public Company Advisory Group.

Prior to joining Weil, Ms. Dixon was Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC). She previously served as Chief of that Division’s Offices of Mergers & Acquisitions and Disclosure Policy (rulemaking), respectively, and as Counsel to SEC Commissioner Steven M.H. Wallman. She also served as a trial attorney in the Antitrust Division of the U.S. Department of Justice (through the Department’s Honors Program), before joining the SEC in the appellate litigation section of the Office of the General Counsel.

Ms. Dixon frequently speaks and writes on various federal securities laws topics. She is co-author of a well-known treatise on the federal proxy rules, Aranow and Einhorn on Proxy Contests for Corporate Control (3d ed., with Randall Thomas). Ms. Dixon also has taught a course on mergers & acquisitions at Georgetown University Law School, as an adjunct faculty member. She is the immediate former Chair, and a current member, of the American Bar Association (ABA) Business Law Section’s Committee on Federal Regulation of Securities, after serving successive terms as Committee Vice-Chair, Chair and Vice-Chair of the Committee’s Securities Registration Subcommittee and Co-Chair of this Committee’s Ad Hoc Task Force on Cross-Border Mergers & Acquisitions. Ms. Dixon is also a Fellow of the American Bar Foundation, and is a member of the ABA Business Law Section’s Publication Board.

Ms. Dixon has been recognized in such publications as Who’s Who Legal (2013 – 2018, Corporate – M&A and Governance), Best Lawyers in America (2007-2019, Securities/Capital Markets Law, Securities Regulation, Corporate Compliance Law, Corporate Governance Law), The Best Lawyers in Washington, D.C. (2018, Corporate Governance Law, Corporate Compliance Law and Securities / Capital Markets Law) and Washington DC Super Lawyers (2013 – 2015, Securities and Corporate Finance).

Ms. Dixon received her J.D., magna cum laude, and her B.S., cum laude, from Creighton University. After law school, Ms. Dixon clerked for the Honorable William C. Stuart, Chief Judge of the U.S. District Court for the Southern District of Iowa, and the Honorable Henry A. Politz, Judge of the U.S. Court of Appeals for the Fifth Circuit. She is a member of the District of Columbia and Iowa Bar Associations.


David M. Lynn is a partner in the Washington D.C. Office of Morrison & Foerster, and is co-chair of the firm’s Corporate Finance | Capital Markets practice. Mr. Lynn is a highly respected securities advisory counsel who provides guidance to Fortune 100 corporations, small public companies, underwriters and other market participants on corporate finance matters and best practices for disclosures and compliance. In addition to being a leading authority on SEC issues, Mr. Lynn is particularly well known in the area of executive compensation disclosure, having co-authored, “The Executive Compensation Disclosure Treatise and Reporting Guide.”

While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Mr. Lynn led the rulemaking team that drafted revisions to the SEC's executive compensation and related party disclosure rules. Mr. Lynn re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007. As a result, he was intimately involved in implementing and interpreting the SEC rulemaking that occurred in the wake of the Sarbanes-Oxley Act. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance.  While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance.

Mr. Lynn is co-editor of TheCorporateCounsel.net and The Corporate Counsel, which are widely read sources on securities, governance and corporate law matters. Mr. Lynn served as co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and is a former chair of the Board of Trustees of the Securities and Exchange Commission Historical Society and the American Bar Association Business Law Section’s Federal Regulation of Securities Committee.


David Martin advises corporations and other entities, directors, financial professionals, investors and other clients in corporate, corporate governance, securities regulation and transactional matters. He has led teams of lawyers in corporate finance, business combination and other change of control transactions, including public offerings, spin-offs, proxy contests, and tender offers. He counsels boards, senior executives, and investors in a range of governance policies and procedures. His practice also includes enforcement cases before the U.S. Securities and Exchange Commission (SEC), internal investigations and corporate compliance issues.

Mr. Martin's career includes seven years of service with the SEC, where, prior to joining Covington, he was the Director of the Division of Corporation Finance. In this position, he was the senior executive officer for the agency's program for review of reports of public companies to securities markets and investors. Previously at the SEC, Mr. Martin served as special counsel to the Chairman.

Mr. Martin is a frequent lecturer and author of articles. He is a member of the American Bar Association’s Corporate Laws Committee, serves on the Board of the SEC Historical Society, having previously been its Chairman and President, and had four years of active duty service in the U.S. Navy.

Education

  • University of Virginia School of Law, J.D.
    • Virginia Law Review, Managing Editor
  • Yale University, B.A.

Honors and Rankings

  • Chambers USA, Nationwide Leading Individual, Securities: Regulation: Advisory (2006-2015); Corporate/M&A and Private Equity (2007-2015)
  • Legal 500 US (2011-2014)
  • The BTI Client Service All-Star Team (2006, 2010, 2013, 2015)
  • The Best Lawyers in America, Washington Corporate Compliance Lawyer of the Year (2013-2014) 
  • The Best Lawyers in America (2005-2014)
  • Washington DC Super Lawyers (2010-2015) 
  • Washingtonian, Best Lawyers (2009, 2011, 2013)
  • Who's Who Legal 
    • Capital Markets (2015) 
    • The International Who’s Who of Corporate Governance Lawyers (2013-2015)

Memberships and Affiliations

  • Member, American Bar Association’s Corporate Laws Committee (Section of Business Law)
  • Fellow, American College of Governance Counsel
  • Member, Weinberg Center for Corporate Governance Advisory Board
  • Member, Board of Trustees, SEC Historical Society
  • Member, Board of Trustees, Arena Stage


Stan Keller, Of Counsel in Locke Lord's Boston office, has extensive experience in corporate and securities law matters, and has worked on regulatory developments with officials at all levels in the SEC. He advises both public and private companies on a wide range of issues and transactions.

Stan chaired the American Bar Association's Federal Regulation of Securities Committee during the height of the Sarbanes-Oxley era, and in that capacity had responsibility for interacting on behalf of the private bar with the SEC, other governmental officials and the stock exchanges. He was actively involved with the ABA's Task Force dealing with the SEC's attorney conduct rules, with the ABA Task Force on Corporate Responsibility and with the ABA Task Force on Attorney-Client Privilege. He also was chair of the ABA Legal Opinions Committee and Audit Responses Committee, and he has been actively involved in the ABA's Corporate Laws Committee as a member, special adviser and special reporter for the 2016 Revision of the Model Business Corporation Act.

Stan is a member of the TriBar Opinion Committee and was the reporter for its Remedies Opinion Report and its Report on Preferred Stock Opinions. He is co-chair of the Boston Bar Association's Task Force on Revision of the Massachusetts Business Corporation Law, which drafted the current Massachusetts corporation statute (Chapter 156D), and chaired the BBA's Business Law Section, Corporation Law Committee, and Legal Opinions Committee, as well as the Massachusetts Bar Association's Business Law Section and Corporation Law Committee.

Stan lectures widely for continuing legal education organizations, and has written and edited many articles and treatises on corporate, securities law and professional responsibility matters.


David Harms advises clients on securities and corporate law matters, including capital markets transactions, SEC requirements, corporate governance and broker-dealer regulation.  He is a partner in the New York office of Sullivan & Cromwell, LLP.