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Private Placements and Other Financing Alternatives 2014


Speaker(s): Adam E. Fleisher, Adam H. Arkel, Andrew L. Fabens, Anna T. Pinedo, Annemarie Tierney, Brian S. Korn, Catherine T. Dixon, D. Casey Kobi, David A. Donohoe, Jr., David B. H. Martin, David B. Harms, Faith L. Anderson, James T. Rothwell, Julie M. Allen, Keith Canton, Marty Dunn, Michael L. Hermsen, Nicolas Grabar, Priya A. Velamoor, Raphael M. Russo, Sara Hanks, Stanley Keller, Stuart D. Fishman, Suzanne Rothwell, Taisa Markus, Zachary O. Fallon
Recorded on: Mar. 25, 2014
PLI Program #: 50632

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


 

PRACTICES

Corporate

Capital Markets & Securities

Corporate Governance

EDUCATION

J.D., Harvard Law School, 1994
cum laude

B.A., Amherst College, 1989
magna cum laude

Related Regions

Asia, Europe, India

RECOGNITION

The Legal 500

A partner in the Corporate Department, Raphael M. Russo focuses on capital markets and corporate finance as well as the representation of public companies and investors.

EXPERIENCE

As a member of the Securities Practice Group, Ray has represented issuers and underwriters in connection with initial public offerings, secondary offerings and Rule 144A debt offerings. His transaction experience includes offerings for both domestic and foreign issuers. He also regularly advises issuers and investors in connection with restructurings, recapitalizations and shareholder activism. Ray is recognized by The Legal 500 in Capital Markets.

As part of his domestic and international issuer practice, Ray advises public companies on a range of corporate governance and disclosure issues. He also helps senior management and significant shareholders of public companies implement liquidity and monetization strategies.

He represents financial institutions on transactional and regulatory matters and also provides advice on trading and compliance issues to investment managers.

Ray is a member of the Association of the Bar of the City of New York and has served as a member of its Securities Regulation Committee and Financial Reporting Committee. He is also a member of the Practising Law Institute’s Corporate and Securities Law Advisory Committee. He serves as a trustee for the American Red Cross in Greater New York, where he is a member of the Executive Committee.


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.


Adam E. Fleisher’s practice focuses on a wide range of corporate finance transactions, including fund investing, international and U.S. capital markets offerings, and liability management transactions, as well as private equity firm structuring and compliance, and securities and loan trading. Adam joined the firm’s New York office in 2000 and became a partner in 2008. He was resident in the firm’s London office from 2001 to 2005, when he returned to New York.


Andrew Fabens is a partner in the New York office of Gibson, Dunn & Crutcher.  He is Co-Chair of the Firm’s Capital Markets Practice Group and is a member of the Firm’s Securities Regulation and Corporate Governance Practice Group.  Mr. Fabens advises companies on long-term and strategic capital planning, disclosure and reporting obligations under U.S. federal securities laws, corporate governance issues and stock exchange listing obligations.  He represents issuers and underwriters in public and private corporate finance transactions, both in the United States and internationally.  His experience encompasses initial public offerings, follow-on equity offerings, investment grade, high-yield and convertible debt offerings and offerings of preferred, hybrid and derivative securities.  In addition, he regularly advises companies and investment banks on corporate and securities law issues, including M&A financing, spinoff transactions and liability management programs.  Mr. Fabens is ranked as a leading Capital Markets lawyer by Chambers USA: America’s Leading Lawyers for Business, The Legal 500 US and Chambers Global: The World’s Leading Lawyers for Business. 

Mr. Fabens earned his Juris Doctor from Columbia Law School in 2000.  He earned a Bachelor of Arts cum laude from the University of Michigan in 1989.


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.


Annemarie Tierney joined Templum, Inc. as Head of Strategy and General Counsel in September 2018.  Previously, Annemarie was Vice President – Head of Strategy and New Markets at Nasdaq Private Market, and General Counsel and Corporate Secretary of SecondMarket Holdings, Inc. (now Digital Currency Group).  Annemarie also held senior legal roles at NYFIX, Inc. and NYSE Euronext.  Annemarie was a senior associate with Skadden Arps (London and New York) and started her career at the Securities and Exchange Commission in the Division of Corporation Finance.

Annemarie served from 2016 to 2018 as a member of the SEC’s Advisory Committee on Small and Emerging Companies.  She is a frequent speaker on a range of legal issues impacting private companies and, in 2014, presented testimony to the Capital Markets Subcommittee of the U.S. House of Representatives Financial Services Committee on the importance of facilitating private company secondary liquidity.  Ms. Tierney has also provided support to members of Congress and their staff on a range of legislation impacting private companies, including the JOBS Act of 2012 and the FAST Act of 2015.  She is a member of the Board of the Association of Securities and Exchange Commission Alumni, Inc., a not for profit organization.

Ms. Tierney earned her JD at the Columbus School of Law at the Catholic University of America, and her BS (Finance) and BA (International Relations) at the University of Delaware.


Brian S. Korn is a partner and co-chair of the financial services group at Manatt, Phelps & Phillips, LLP. He is also a member of the firm's capital markets practice group and chair of the digital finance and marketplace lending practice. His practice focuses on corporate finance transactions, including initial public offerings (IPOs), early-stage and start-up venture financings, and mature corporate and high-yield debt finance. He also advises clients on SEC compliance, broker-dealer compliance, corporate swap transactions, blockchain technology and initial coin offerings. Under his leadership, the firm was nominated as “Professional Services Firm of the Year” at the 2018 LendIt Industry Awards and “Law Firm of the Year” at the 2017 LendIt Industry Awards. Brian chairs the prestigious Practising Law Institute’s Marketplace Lending and Crowdfunding conference, the leading legal conference of its kind serving the digital finance industry.

Prior to joining Manatt, Brian co-led the crowdfunding and peer-to-peer lending practice at a major international law firm. Brian has also previously served as head of Equity Capital Markets and Syndicate Compliance at Barclays Capital and as senior vice president and assistant general counsel at Citigroup Global Markets, Inc. He has extensive experience representing issuers and underwriters in investment banking and capital markets transactions, including transactions involving equity, debt, hybrid/convertible and preferred securities, derivatives and foreign exchange. He has executed several IPOs and other equity value monetization transactions, such as spin-offs, split-offs and carveout transactions. He also has extensive experience in sponsor-leveraged buyouts and bank/bond acquisition financing.

Brian has made multiple appearances on Fox Business Television, Bloomberg, CCTV America and National Public Radio commenting on the JOBS Act, including its impact on crowdfunding, peer-to-peer lending, IPOs and market trading dynamics. Brian was recently selected to serve on the advisory board of the Lexis Practice Advisor (LPA), an online product providing legal and market insights and practical guidance for attorneys. He is a graduate of the University of California at Berkeley and the Northwestern University Pritzker School of Law.


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 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


Faith Anderson is the Chief of Registration & Regulatory Affairs of the Securities Division of the Washington State Department of Financial Institutions.  She supervises legal staff responsible for reviewing applications for registration in small public offerings, non-traded REITs, business development companies, oil and gas programs, bank holding companies, in-state municipal bond offerings, church bond offerings, rescission offers, business opportunity offerings, and franchise offerings.  She oversees the processing of exemption filings and has experience in issues concerning investment advisers and pooled investment vehicles.  She is also responsible for reviewing requests for interpretive and no-action letters, promulgating policy and interpretive statements, amending the Division’s administrative rules, and reviewing and drafting legislation.

Ms. Anderson chairs the Small Business/Limited Offerings Project Group of the North American Securities Administrators Association, Inc. (NASAA).  She is also a member of NASAA’s Committees on Corporation Finance, the Electronic Filing Depository, State Legislation, and Capital Formation.  She has served as primary drafter on several NASAA comment letters on SEC rule proposals, led NASAA’s project to create a coordinated multi-state review program for Reg. A offerings, and continues to provide input on the nationwide electronic filing system for state securities filings that was launched in 2014 for Rule 506 notice filings.  Ms. Anderson is a frequent speaker on topics including private offerings, small public offerings, and crowdfunding.

Ms. Anderson received a Bachelor of Arts degree in Business Administration with a concentration in Finance, as well as the Certificate of International Studies in Business, from the Foster School of Business at the University of Washington in 1998.   She received a Juris Doctor degree from the University of Washington School of Law in 2005.  While in law school, Ms. Anderson served as an editor on the Pacific Rim Law & Policy Journal and completed an externship with Justice Barbara A. Madsen of the Washington State Supreme Court. 

Ms. Anderson is a member of both the Securities Committee of the Business Law Section of the Washington State Bar Association and the American Bar Association’s State Regulation of Securities Committee.


Julie Allen is a partner in the Corporate Department and a co-head of the Capital Markets Group.

Julie’s practice focuses on general corporate and securities matters. She represents both underwriters and issuers in initial public offerings and follow-on equity offerings. Her experience also includes Rule 144A debt offerings, both as counsel to issuers and to initial purchasers. Julie's practice also includes mergers and acquisitions, particularly transactions involving public companies. She represents buyers and sellers, activist stockholders, boards of directors and financial advisors in mergers, acquisitions, recapitalizations and tender offers. Julie also regularly counsels public companies and their affiliates regarding disclosure, governance, Sarbanes-Oxley and other securities law and compliance issues.

Julie serves as the Co-Chair of Proskauer's New Business Committee and Chair of its Corporate Department Opinion and Audit Letter Committees.

Julie’s representative transactions and practice include:

  • Initial public and follow-on offerings, representing issuers and underwriters, including offerings for Annie’s Inc., Installed Building Products Inc., Sabre Industries (withdrawn after effectiveness), Maidenform Brands, Inc., Town Sports International Holdings, Inc., India Hospitality Corp., Sybari Software (acquired by Microsoft prior to completion), Cross Country, Inc., Cognizant Technology Solutions Corp., Vanstar Corp., N2K, Inc., Synthesis Energy Systems, Webstakes.com, Inc. and many others.
  • High-yield bond offerings, representing issuers and initial purchases, including Icahn Enterprises L.P., Pegasus Solutions, Inc., Altra Industrial Motion, AmeriCast Technologies, Inc., Rafaella Apparel Group, Blue Ridge Paper Products, Inc. and Wheeling Island Gaming, Inc., among others. 
  • Public company mergers, acquisitions and control contests, including the sale of Annie’s Inc. to General Mills, the sale of The Student Loan Corporation to Discover Financial Services and Sallie Mae, the acquisition by Grifols S.A. of Talecris Biotherapeutics Holdings Corp., the acquisition of Tween Brands by Dress Barn, Inc., the restructuring of Dress Barn, Inc. into Ascena Retail Group, Inc., the acquisition of Charming Shoppes, Inc. by Ascena Retail Group, proxy contests involving Presidential Life Corporation, the acquisition of Presidential Life by Athene Annuity & Life Assurance Company and the acquisition by Textron Inc. of United Industrial Corporation, among many others. 
  • General representation of public companies, including Annie's Inc., Ascena Retail Group, Inc., Henry Schein, Icahn Enterprises L.P., Installed Building Products Inc., Maidenform Brands, Inc. and Presidential Life Corporation

Related Practices

  • Capital Markets
  • Mergers & Acquisitions
  • Corporate Governance

Education

  • Columbia University School of Law, J.D., 1983
    Harlan Fiske Stone Scholar
  • Boston University, B.A., 1979
    magna cum laude

Bar Admissions

New York


Martin Dunn is senior of counsel based in Morrison & Foerster’s Washington, D.C. office. Prior to his career in private law, Mr. Dunn spent 20 years at the U.S. Securities and Exchange Commission, having served as Chief Counsel, Deputy Director and Acting Director of the SEC’s Division of Corporation Finance, as a highly respected counselor to public companies. Mr. Dunn “is an immensely respected regulatory expert… He provides high-end securities counseling on regulatory compliance and transactional matters.” as noted in Chambers USA.

Fortune 500 clients turn to Mr. Dunn for his skillful counsel on critical issues they face. He offers a unique insider's perspective and clients admire his ability to apply practical guidance to situations that they face every day. He provides guidance on corporate governance and securities laws to newly formed publicly traded companies as well as to established ones. Mr. Dunn counsels companies through the public offering process, including compliance with the SEC requirements and responses to SEC comments.

In his role with the SEC, Mr. Dunn supervised the Corporation Finance Division’s Offices of Chief Counsel, Chief Accountant, Mergers and Acquisitions, International Corporate Finance, Rulemaking, Small Business and Enforcement Liaison. He oversaw many of the SEC’s most significant initiatives on disclosure, governance and capital-raising, including reforming the securities offering process, updating Rule 144, implementing the Sarbanes-Oxley Act, adopting the plain English requirements for prospectuses, implementing electronic proxy delivery, and easing exempt and registered capital formation for small businesses.

Mr. Dunn is top ranked by Chambers USA in the area of Securities Regulation: Advisory, noting that he is a “‘preeminent securities lawyer’ and a ‘true expert’ in the field when it comes to advising on SEC regulation and corporate governance issues” (Chambers USA 2016). He has also been named a recommended lawyer by Legal 500 US for Capital Markets in Debt Offerings, Equity Offerings and High-Yield Offerings and is recognized by Who’s Who Legal: M&A and Governance 2019 as a Corporate Governance Lawyer. During his career at the SEC, he was the recipient of numerous awards, such as the SEC Capital Markets Award, SEC Regulatory Award, SEC Law and Policy Award, SEC Chairman’s Award for Excellence, and the Federal Bar Association’s Philip A. Loomis, Jr. Award.

Mr. Dunn is frequently sought after to speak, write and comment on securities law topics. He is co-editor of the widely read newsletter, The Corporate Counsel a premier publication in the field. He is on the Executive Committee of the Northwestern University School of Law’s Securities Regulation Institute, a past Chair of the Northwestern University School of Law’s Ray Garrett Jr. Corporate and Securities Law Institute, and the University of Texas School of Law’s Conference on Securities Regulation and Corporate Law, and has been on the faculty of the ALI CLE’s Regulation D and Private Placements Conference for more than 20 years. Mr. Dunn also speaks frequently as a member of the faculty of the Practising Law Institute.

Mr. Dunn served as Co-Chair of the Nasdaq Listing and Hearing Review Council and he has been an adjunct professor at Georgetown University Law Center and the University of Maryland School of Law.


Mike Hermsen has an extensive practice that focuses on securities matters, including the representation of issuers in securities offerings and liability management transactions, corporate clients in connection with compliance, reporting and stock exchange matters and companies, boards of directors and management on, among other things, corporate governance matters and executive compensation disclosures and reporting.

Prior to joining Mayer Brown in 1994, he had extensive experience with the US Securities and Exchange Commission in Washington, DC. In the SEC’s Division of Corporation Finance he served as Assistant Director (1992-1994), Special Counsel (1990-1992) and Attorney/Advisor (1986-1990). He also has accounting and audit experience with a then-Fortune 500 manufacturing corporation.

Mike has been included in The Best Lawyers in America in the practice areas of Securities/Capital Markets Law and Securities Regulation for over a decade and Legal 500 recommends Mike in “Capital Markets – Equity Offerings” noting Mike has “unsurpassed knowledge of SEC rules.”   In addition, Mike is frequently cited in the media regarding new regulatory initiatives.

Education

  • University of Wisconsin Law School, JD, 1986.
  • Marquette University, MBA, 1982, BS, 1980.


Nicolas Grabar is a partner based in the New York office. His practice focuses on securities regulation and on the representation of large reporting companies, as well as international capital markets. He plays a primary role in the firm’s work for clients including leading Mexican and Brazilian companies, several Fortune 100 companies and global investment banks.

Mr. Grabar 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. He has also specialized in the telecommunications and natural resources sectors, and has advised on acquisitions, joint ventures, privatizations and debt restructurings.

Mr. Grabar’s broad expertise includes dealing with the Securities and Exchange Commission in connection with Exchange Act reporting, shareholder proposals, securities offerings, financial restatements and investigations. Over the past year, Mr. Grabar has been one of the lead partners representing longstanding client Petrobras in various matters, including in significant SEC reporting, corporate governance and financing matters.

Mr. Grabar was honored in 2011 as a "Dealmaker of the Year" and in 2010 as a "Dealmaker in the Spotlight" by The American Lawyer. IFLR1000: The Guide to the World's Leading Financial Law Firms, Chambers Global, Chambers USA, Chambers Latin America, The Legal 500 U.S., The Legal 500 Latin AmericaLatin Lawyer 250: Latin America's Leading Business Law Firms, The International Who's Who of Business Lawyers, The International Who’s Who of Capital Markets Lawyers and The Best Lawyers in America repeatedly recognize him as one of the world's best capital markets lawyers.

From 2002 to 2010 Mr. Grabar chaired the annual Practicing Law Institute program on foreign issuers and U.S. securities regulation, and he has served on the securities regulation committees of several bar associations. He is the chair of the Financial Reporting Committee of the New York City Bar Association and a member of the TriBar Committee on Legal Opinions. He has spoken and published on legal opinion practice, securities regulation, international securities offerings, privatizations and securitizations of financial assets. He is a co-author of U.S. Regulation of the International Securities and Derivatives Markets (published by Wolters Kluwer, 10th edition 2011) and is a consulting editor and contributor to The New York Stock Exchange IPO Guide (2nd edition, 2013).

Mr. Grabar joined the firm in 1984 and became a partner in 1991. From 1985 to 1989, he was resident in the Paris office. Mr. Grabar received a J.D. degree, cum laude, from Harvard Law School in 1982 and an undergraduate degree, magna cum laude, from Harvard College in 1978. He also served as law clerk to the Honorable Pierre N. Leval of the U.S. District Court for the Southern District of New York.

Mr. Grabar is a member of the Bar in New York and has been admitted to practice in France. His native language is English, and he is fluent in French and proficient in Spanish and Portuguese.


Priya Velamoor is a Director and Associate General Counsel in the Equity Capital Markets group at Bank of America Merrill Lynch. Ms. Velamoor has been with the bank since 2005 and 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. Velamoor practiced law with the firm of Cleary Gottlieb Steen & Hamilton LLP.


Sara Hanks, co-founder and CEO of CrowdCheck, is an attorney with over 30 years of experience in the corporate and securities field. CrowdCheck provides due diligence, disclosure and compliance services for online capital formation. Its services help entrepreneurs and project sponsors through the disclosure and due diligence process, give investors the information they need to make an informed investment decision and avoid fraud and help intermediaries avoid liability.

Sara’s prior position was General Counsel of the bipartisan Congressional Oversight Panel, the overseer of the Troubled Asset Relief Program (TARP). Prior to that, Sara spent many years as a partner of Clifford Chance, one of the world’s largest law firms.  While at Clifford Chance, she advised on capital markets transactions and corporate matters for companies throughout the world.  Sara began her career with the London law firm Norton Rose. She later joined the Securities and Exchange Commission and as Chief of the Office of International Corporate Finance led the team drafting regulations that put into place a new generation of rules governing the capital-raising process.

Sara received her law degree from Oxford University and is a member of the New York and DC bars and a Solicitor of the Supreme Court of England and Wales. She serves as co-Chair of the SEC’s Advisory Council on Small and Emerging Companies. She holds a Series 65 securities license as a registered investment advisor. Sara is an aunt, Army wife, skier, cyclist, gardener and animal lover.


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.


Stuart D. Fishman is a Managing Director and Associate General Counsel for the Corporate & Investment Bank at J.P. Morgan Chase & Co.  He is the senior Debt Capital Markets lawyer and is involved in a variety of public, private and Rule 144A offerings of debt securities for investment grade and non-investment grade issuers.

In September 2011, he was named by International Financial Law Review as one of the “21 Most Influential Bankers’ Counsel” in the world.

 He received his J.D. from Georgetown University Law Center and a B.A., magna cum laude, from Emory University.


Suzanne Rothwell began a twenty-year career at the Financial Industry Regulatory Authority, Inc. (FINRA) (then the NASD) working in the Corporate Financing Department and went on to serve in increasingly responsible positions during which she was Associate General Counsel for ten years with responsibility for all NASD/Nasdaq rulemaking, followed by four years as Chief Counsel of the Corporate Financing Department and Special Counsel to The Nasdaq Stock Market. 

Suzanne Rothwell joined Skadden, Arps, Slate, Meagher & Flom LLP’s Washington, D.C. office as Counsel from 2001 to 2010, where she was a member of the firm's Corporate Finance and Securities Regulation Group. Suzanne continues to provide consulting services to Skadden.   She also keeps the securities bar up to date on the FINRA rules through her treatises in the Matthew Bender Securities Law Techniques publication on "FINRA Rules for Public Offerings,” “FINRA Rules for Private Placements,” and “Listing Securities on a Stock Exchange and Other Secondary Market Trading Matters”.

Suzanne is a former Chair of the ABA’s FINRA Corporate Financing Rules Subcommittee.  She graduated from The George Washington University in Washington, DC receiving a Juris Doctor, MBA in Finance and Investments, and BBA degree.

 


Mr. Donohoe is President of Donohoe Advisory Associates LLC, which specializes in advising public and private companies and law firms on stock exchange listing matters and related corporate governance issues.  Since founding Donohoe Advisory in July 2004, Mr. Donohoe has represented hundreds of companies in stock exchange listing hearings.  He has also assisted many dozens of other issuers and law firms in connection with the structuring of financing and merger and acquisition transactions so as to comply with applicable stock exchange rules.  Additionally, he has been instrumental in procuring stock exchange listings for a large number of companies and has assisted with the consummation of nearly one hundred reverse mergers involving Nasdaq-listed companies.

Mr. Donohoe also currently serves as Managing Director – Investment Banking for ROTH Capital Partners, LLC  (a FINRA member firm: www.ROTH.com), where he assists issuers in connection with  equity and debt offerings and advises on merger and acquisition transactions and restructurings. 

Prior to forming Donohoe Advisory, Mr. Donohoe served as Chief Counsel for the Listing Qualifications Department of The Nasdaq Stock Market.  Over his nine year tenure, Mr. Donohoe successfully worked with hundreds of companies to resolve listing issues related to initial public offerings, mergers, acquisitions, financings, debt conversions and other corporate restructuring transactions.  Mr. Donohoe joined Nasdaq in 1995 as Counsel for the Hearings Group and subsequently held several positions of increasing responsibility. From 1996 until his departure in June 2004, he was responsible for overseeing all Nasdaq delisting and initial listing hearings, during which time he personally conducted more than 1,500 hearings and oversaw a docket in excess of 4,000 companies.

Additionally, Mr. Donohoe served as liaison to the Nasdaq Listing and Hearing Review Council, a standing committee comprised of members of the business community, where he was responsible for developing and promulgating listing standards and associated policies.

Mr. Donohoe was employed by two New York Stock Exchange member firms from 1991 until 1995. From 1988 to 1990, he was engaged in the private practice of law. Mr. Donohoe graduated from The University of Texas, Austin in 1985 with a B.A. in Economics and received a J.D. in 1988 from the Columbus School of Law at The Catholic University of America in Washington, D.C.


Zachary is a consultant, advisor, and attorney with over a dozen years of practical and regulatory experience advising companies, investors, and market participants on, among other things, their compliance obligations under the federal securities laws.  His experience spans nine years at the U.S. Securities and Exchange Commission (SEC) Division of Corporate Finance and Office of the General Counsel. Prior to the SEC, he practiced at Latham & Watkins. He is an expert on small company capital formation and various exemptions from registration under the Securities Act of 1933. Zachary was key to many of the SEC’s policy decisions made following the JOBS Act. He was the principal drafter of the Regulation A proposing and adopting release, as well as the SEC’s proposing release on Intrastate and Regional Crowdfunding exemptions. He is a frequent speaker on crowdfunding and related issues that arise under the federal securities laws.

Zachary is the co-founder and a principal of Ketsal Consulting, LLC, a consulting firm focused on advancements in regulatory technology, and Blakemore Fallon PLLC, its affiliated law firm. He is also the founder and Chief Executive Officer of So.Capital Inc., an online platform that leverages technology and regulatory requirements to increase the efficiency of online capital raising processes.


Adam H. Arkel is Associate General Counsel at the Financial Industry Regulatory Authority (FINRA).  In this role, he helps develop policies and rules governing FINRA member firms, including such areas as broker-dealer financial responsibility and risk oversight, regulation of derivatives, and crowdfunding.  Prior to joining FINRA, Mr. Arkel was an Associate at a large law firm in Washington, DC, where he represented firms and individuals in connection with Securities and Exchange Commission investigations and enforcement actions.  Mr. Arkel completed his JD at Duke University School of Law.  He completed MA and PhD degrees in political science at the University of Chicago, where his research focused on the Greater China region.  Mr. Arkel has published on a variety of topics, including the enactment of China’s property law.


Casey Kobi is a Managing Director and head of the Banking legal team for the Americas at Barclays.  Mr. Kobi is also the Global Coordinator of Banking legal coverage at Barclays. Mr. Kobi joined Barclays in 2008 from Lehman Brothers, where he started in 2005.  Before Lehman Brothers, Mr. Kobi was with the law firm Sidley Austin in New York, where he practiced as a corporate and mergers and acquisitions attorney.  As legal counsel for investment banking at Barclays, Mr. Kobi covers, among other things, equity and debt capital markets origination, mergers and acquisitions, loans and leverage finance, conflicts and business selection, and advises the Barclays transaction committees.  Mr. Kobi is a member of Barclays’ Valuation and Fairness Opinion Committee, Equities Commitment Committee, Legal Regional Management Committee, and IB Conflict Risk Sub-Committee.  In addition, Mr. Kobi is a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar and the FINRA Corporate Financing Committee.  Mr. Kobi graduated Cum Laude from the Indiana University School of Law in 2001 and is a member of the bar in New York.  His publications include, Staying True to Purpose: Including Corporate Debtors Under § 362(h) of the Federal Bankruptcy Code, 76 IND. L.J. 243 and Wall Street v. Main Street: The SEC’s Regulation FD and Its Impact on Market Participants, 77 IND. L.J. 551.  He is a frequent speaker on capital markets and M&A topics, including fairness opinions and legal developments relating to investment banks.


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.