Skip to main content

Global Capital Markets & the U.S. Securities Laws 2014: Raising Capital in an Evolving Regulatory Environment


Speaker(s): Barbara A. Stettner, Carol Phethean, Daniel K. Winterfeldt, Eric Pan, Eric W. Blanchard, Joan E. McKown, Joseph P. Babits, Linda Chatman Thomsen, Mary B. Tokar, Matthew A. Chambers, Michael D. Mann, Nicolas Grabar, Susan Baker, Susan C. Ervin, Wayne E. Carnall, Z Julie Gao
Recorded on: Jun. 4, 2014
PLI Program #: 51339

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."


Daniel Winterfeldt is a Managing Director and the General Counsel for EMEA and Asia at Jefferies. He is a senior corporate and securities lawyer with over 22 years of experience in London and New York.

Daniel founded the Forum for US Securities Lawyers in London (www.tffuslil.com)  in 2006 to address US securities issues in the London market across law firms, banks and intermediaries. In 2015 the Forum took a leading role in supporting the London Stock Exchange and Euroclear UK & Ireland (CREST) in designing and implementing the system to allow for the electronic trading and settlement of Regulation S, Category 3 securities of US issuers trading on the London Stock Exchange. For this innovation, which makes it easier for US companies to IPO on the London Stock Exchange, the Forum was 'Highly Commended" by the FT Innovative Lawyers Awards in 2016 in the category ‘Innovation in Navigating Regulation’.

In 2008, Daniel founded the InterLaw Diversity Forum (www.interlawdiversityforum.org), which seeks to promote meritocracy and inclusion for all diverse and socially disadvantaged groups in the legal sector.  The InterLaw Diversity Forum was ‘Highly Commended’ by the FT Innovative Lawyers Awards in 2016 for ‘Innovation in Human Resources’. The InterLaw Diversity Forum currently has more than 8,500 members and supporters from over 300 law firms and chambers, and over 500 corporates and financial institutions.

He was named the ‘Legal Innovator of the Year’ at the FT Innovative Lawyers Awards in 2012 for his work in capital markets and diversity and inclusion. 

Daniel was admitted to the Bar of the Supreme Court of the United States in 2013.

In 2020 Daniel was appointed as Queen’s Counsel Honoris Causa (Honorary QC) for both his contributions to capital markets in England & Wales through the Forum for US Securities Lawyers in London as well as his contributions to diversity, inclusion and culture in the legal sector through the InterLaw Diversity Forum.

In 2020 Daniel was named an MBE for “Services to Capital Markets, to Equality and to Diversity in the Legal Profession” for his work through the Forum for US Securities Lawyers in London and through the InterLaw Diversity Forum.

Daniel was a member of the Equality & Diversity Committee at the Law Society of England & Wales for six years; he was a member of the Judicial Appointments Commission’s Judicial Diversity Task Force for three years.

Daniel was a member of the Primary Markets Group of the London Stock Exchange for seven years.


Eric J. PAN is Associate Director of the Office of International Affairs at the U.S. Securities and Exchange Commission where he oversees international regulatory policy and comparative law for the Commission. He has represented the SEC in the Financial Stability Board, International Organization of Securities Commissions, OTC Derivatives Regulators Group, US-EU Financial Markets Regulatory Dialogue, and various other multilateral and bilateral fora. Before joining the SEC, he was a professor at the Benjamin N. Cardozo School of Law in New York, conducting research on financial regulation, corporate law, securities law and international law, and director of The Heyman Center on Corporate Governance. Mr. Pan is a member of The American Law Institute, an editorial board member of the Journal of Financial Regulation and Journal of Regulation, and an advisory board member of the Centre for Financial Regulation and Economic Development in Hong Kong. He received his J.D. from Harvard Law School, M.Sc. from the University of Edinburgh, and A.B. from Harvard 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.


Joseph is the lead US Securities Counsel for Royal Dutch Shell, plc group of companies. He advises on all aspects of US Securities laws and corporate disclosure.  He has represented and defended Shell in investigations by the US Securities and Exchange Commission, the US Senate Permanent Subcommittee on Investigations and the Department of Justice. He has extensive knowledge with regard to UK and EU securities and disclosure regulations. He also is an advisor to Shell Disclosure Committee and a member of Shell’s Reserves Committee and Financial Controls and Reporting Committee. 

Prior to joining Shell, Joseph spent more than decade with the US Securities and Exchange Commission where he was Counsel to Commissioner Isaac C. Hunt Jr. and Special Counsel in the Office of Chief Counsel in the Division of Corporation Finance, where he focused on rulemaking and interpretive advice. He also was the recipient of the SEC’s Capital Markets Award.


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).


Mary Tokar was appointed to the International Accounting Standards Board (Board) in January 2013 and was reappointed for a second term in July 2017. Prior to joining the Board, Ms Tokar served as the global leader for KPMG’s International Financial Reporting Group, responsible for KPMG’s dialogue with global accounting regulators and standard-setters. 

At KPMG, Ms Tokar worked with engagement teams and clients in developed and emerging economies on their transition to and application of IFRS Standards. She served as a member of the IFRS Interpretations Committee from 2001 to 2007 and was a KPMG global leader for employee benefit and share-based payment accounting.

Previously, Ms Tokar worked at the US Securities and Exchange Commission (SEC) as the international senior associate chief accountant. Ms Tokar was the lead SEC representative for international accounting issues; she also chaired an international committee of securities regulators working on disclosure and accounting issues for the International Organization of Securities Commissions (IOSCO).

Ms Tokar holds an MBA from New York University’s Stern School of Business, US.


Matthew A. Chambers
Partner

Matthew Chambers' practice focuses on investment management matters. His clients include registered investment companies and investment advisers and private and offshore funds. Before joining private practice, Mr. Chambers served as Associate Director (Regulation) in the US Securities and Exchange Commission's Division of Investment Management. He joined the firm in 1999.

Until 1995, Mr. Chambers served as Associate Director (Regulation) in the US Securities and Exchange Commission's Division of Investment Management. In this capacity, he supervised three offices: the Office of Investment Company Regulation, which is responsible for the review of exemptive applications filed by investment advisers and investment companies; the Office of Regulatory Policy, which writes rules regarding the substantive regulation of investment companies; and the Office of Public Utility Regulation, which administers the Public Utility Holding Company Act of 1935. Mr. Chambers also directed the Division's task force that reexamined investment company regulation and drafted the 1992 report, Protecting Investors: A Half Century of Investment Company Regulation, which set the agenda for mutual fund regulation for several years.

From 1995 to 1999, Mr. Chambers was with Debevoise & Plimpton, where he concentrated on mutual fund, private fund and investment adviser matters.

Honors & Awards

  • Selected by his peers for inclusion in The Best Lawyers in America 2008,2009, 2010 in the area of securities law, and 2011, 2012, 2013 and 2014 in the areas of securities law and mutual funds law
  • Selected as a 2007 Washington, DC Super Lawyer for his outstanding work in securities and corporate finance
  • Recipient of both the SEC Distinguished Service Award and the SEC Supervisory Excellence Award

Practice Area

  • Securities
    • Alternative Investment
    • Futures and Derivatives
    • Investment Management

Education

JD, University of Michigan Law School, 1982, Order of the Coif

BA, Duke University, 1979, Phi Beta Kappa

Bar Admissions

District of Columbia


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.

 


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. 


Susan L. Baker
Director, Office of International Banking and Securities Markets

Susan L. Baker currently serves as the Director of the U.S. Treasury Office of International Banking and Securities Markets, responsible for managing the Treasury team covering international aspects of U.S. regulatory reform, multilateral financial regulatory issues, and various bilateral regulatory dialogues. Previously, she served as Treasury’s Financial Attaché for Europe (2011-2013 based in Brussels) and for Southeast Asia (2007-2009 based in Singapore) where she engaged private and public sector officials in the region on the full range of Treasury's macro-economic, financial sector, and AML-CFT issues. She also served as the Deputy Director of the Office of International Banking and Securities where she led the team responsible for multilateral financial regulatory issues, including work in the G-20 process and the Financial Stability Board, and covered Western European financial sector issues, including the US-EU Financial Markets Regulatory Dialogue. She also served as a senior international economist analyzing financial sector issues in China, Japan, and Australia, and coordinating U.S. policies on a variety of financial regulatory issues including hedge funds, credit rating agencies, derivatives and insolvency systems. She also led the U.S. delegation to the OECD Steering Group on Corporate Governance, the global standard setter for best practices in corporate governance, and was an active participant in OECD outreach to improve corporate governance in emerging markets. She came to Treasury with a wide range of public and private sector experience, including five years as an international equity fund manager and two as a sell-side banking analyst in Indonesia during the Asian financial crisis. She was also a policy advisor -- with a primary focus on banking and corporate restructuring policy -- for the Indonesian government, USAID, and the World Bank. She has a master's degree in public policy from Harvard and a bachelor's degree in foreign service from Georgetown.


Susan Chadwick Ervin is a member of the Financial Institutions Group at Davis Polk & Wardwell LLP.  Her practice specializes in advising financial institutions, investment managers, end users and other market participants concerning derivatives transactions.  Prior to joining Davis Polk, Ms. Ervin served as a Senior Derivatives Adviser and Attorney Fellow at the U.S. Securities and Exchange Commission, where she helped develop new regulatory approaches to the derivatives markets and participated in the agency’s development of an implementation program for the Dodd Frank Act.  Previously, Ms. Ervin led the derivatives practice at a major international law firm and served for more than ten years as Deputy Director and Chief Counsel of the Division of Trading and Markets of the Commodity Futures Trading Commission. She is the co-author of Derivatives Regulation, a leading treatise on the subject, has written extensively on derivatives regulatory issues and is a frequent speaker at continuing legal education programs. She is a former chair of the Derivatives and Futures Committee of the American Bar Association and the Futures Committee of the New York City Bar Association.