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Global Capital Markets & the U.S. Securities Laws 2015


Speaker(s): Alison M. Fuller, Barbara A. Stettner, Carmen J. Lawrence, Jean-Paul Bureaud, Jill E. Fisch, Joan E. McKown, Joseph P. Babits, Keir D. Gumbs, Mary B. Tokar, Michael D. Mann, Nicolas Grabar, Paul Leder, Susan C. Ervin, Thomas W. Yang, Wayne E. Carnall, Z Julie Gao
Recorded on: May. 29, 2015
PLI Program #: 58899

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


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

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

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


Carmen Lawrence is a partner in King & Spalding’s Special Matters and Government Investigations practice group and co-head of the firm’s securities enforcement and regulation practice.

Ms. Lawrence's practice focuses on representing parties in investigations and litigations conducted primarily by the US Securities and Exchange Commission, US Commodity Futures Trading Commission, US Department of Justice, self-regulatory organizations and state securities regulators, conducting internal investigations, providing crisis management advice to public and private companies and counseling public companies and regulated entities (broker-dealers and investment advisers) on their obligations under the federal securities laws.

From 1996 until June 2000, Ms. Lawrence was the Regional Director for the SEC's Northeast Regional Office (covering 14 states and the District of Columbia), where she oversaw all enforcement and regulatory operations in the SEC's largest region.  Some of the SEC's most significant cases were brought by the Northeast Regional Office under Ms. Lawrence's leadership.

Before her appointment as regional director, from 1990 through 1995, Ms. Lawrence served as Senior Associate Regional Director, heading up the Northeast Regional Office's Enforcement Division.  From 1981 to 1989, she served in various staff and senior positions in the Enforcement Division.

Ms. Lawrence received numerous awards during her tenure at the SEC, including the Equal Employment Opportunity Award in 1998; the Presidential Distinguished Executive Award in 1995; the Stanley Sporkin Award in 1993; and the Irving M. Pollack Award, presented to an enforcement lawyer exhibiting leadership, integrity and intellect, in 1990. 

Ms. Lawrence is consistently recognized by Chambers USA: America's Leading Lawyers for Business as a leading individual for Securities Regulation and for Litigation: White-Collar Crime & Government Investigations.  She is consistently recognized by Legal 500 in Litigation: White-Collar Criminal Defense, and is additionally recognized in Financial Services: Litigation.  She is also consistently recognized by Benchmark: Litigation as a New York Litigation Star. She was named to Securities Docket’s inaugural “Enforcement 40” list of top SEC enforcement lawyers in 2013.

Ms. Lawrence has spoken extensively and participates in numerous continuing legal education programs for federal securities law matters.


Jill E. Fisch is the Saul A. Fox Distinguished Professor of Business Law and co-director of the Institute for Law and Economics at the University of Pennsylvania Law School where she teaches and writes on corporate law, corporate governance, civil procedure and securities regulation.  Professor Fisch is the recipient of various awards including the Penn LLM Prize for Excellence in Teaching and the Robert A. Gorman Award for Excellence in Teaching (twice).  Her scholarship has appeared in a variety of publications including the Harvard Law Review, the Yale Law Journal, the Columbia Law Review, the University of Pennsylvania Law Review and the Texas Law Review.  Current projects include ongoing research on the role of institutional investors in corporate governance as well as experimental research into retail investor decision-making.   

Prior to joining Penn, Professor Fisch was the T.J. Maloney Professor of Business Law at Fordham Law School and Founding Director of the Fordham Corporate Law Center.  She has served as a visiting professor at Harvard Law School, Columbia Law School, U.C. Berkeley Law School and Georgetown University Law Center.  She has lectured on corporate and securities law extensively around the world.   

Professor Fisch practiced law as a trial attorney with the United States Department of Justice, Criminal Division, and as an associate at the law firm of Cleary, Gottlieb, Steen & Hamilton.  She is an associate reporter for the American Law Institute’s Restatement of Corporate Governance member of the American Law Institute and a director of the European Corporate Governance Institute.  She is a former member of the National Adjudicatory Council of the Financial Industry Regulatory Authority, and she chaired the Committee on Corporation Law of the Association of the Bar of the City of New York and the sections on Securities Regulation and Business Associations of the Association of American Law Schools.  She received her B.A. from Cornell University and her J.D. from Yale Law School.   


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.


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.


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.

 


Paul Leder has practiced in securities enforcement, compliance, and complex litigation for over thirty years. Mr. Leder represents public companies, banks, broker-dealers, investment advisers, mutual funds, and individuals under investigation by the U.S. Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the U.S. Department of Justice (DOJ), and other authorities. He helps clients navigate the special challenges created by simultaneous investigations by criminal and regulatory authorities, as well as related civil litigation.

Mr. Leder has led internal investigations on behalf of boards of directors or management involving the Foreign Corrupt Practices Act (FCPA), accounting fraud, and insider trading. He also advises clients on insider trading, disclosure obligations, and internal controls.

Prior to joining Miller & Chevalier, Mr. Leder was the Director of the SEC's Office of International Affairs, where he led a team of 50+ professionals to provide strategic direction for advancing the SEC's interests in specific cross-border cases as well as on broader international policy engagements involving the SEC's enforcement, regulatory, and inspection programs. Earlier in his career, Mr. Leder spent more than a decade at the SEC, starting as a trial attorney in the Division of Enforcement, and later as a supervisor in the Office of International Affairs. During his tenure, Mr. Leder covered a wide range of enforcement and regulatory issues and regularly represented the SEC in international meetings, including those of the International Organization of Securities Commissions, the Financial Action Task Force, and the Organisation for Economic Co-operation and Development (OECD) Working Group on Bribery in International Business Transactions.

Mr. Leder began his legal career as a criminal trial attorney with the Public Defender Service for the District of Columbia. In his pro bono practice Mr. Leder continues to represent persons of limited financial means or otherwise unable to retain qualified counsel.


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. 


Keir Gumbs is the Chief Legal Officer of Broadridge Financial Solutions, Inc., where he oversees the legal, compliance and physical security teams. Prior to joining Broadridge, Keir served as Deputy General Counsel and Deputy Corporate Secretary of Uber Technologies, Inc., where he oversaw Payments, M&A, Finance, Real Estate and Commercial Transactions, Corporate Governance, Marketing, ESG, Capital Markets and related matters.

Before Uber, Keir was a Partner for nearly a decade at Covington & Burling, where he represented a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations.

Keir’s career includes six years of service with the SEC, where, immediately prior to joining Covington & Burling in 2005, he served as Counsel to SEC Commissioner Roel C. Campos. In that position, Keir advised the Commissioner on a variety of matters arising under federal securities law with an emphasis on corporate finance issues under the Securities Act of 1933, issuer reporting obligations under the Securities Exchange Act of 1934, corporate governance developments and SEC enforcement actions. Prior to serving as Counsel to Commissioner Campos, Keir spent five years as a staff attorney and later a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance.

Honors and Rankings

  • America's Leading Business Lawyers, Securities: Regulation: Advisory, Chambers
  • Most Influential Black Lawyers, Savoy Magazine
  • Who’s Who Legal, Corporate, M&A and Governance
  • "D.C. Rising Star”, National Law Journal
  • DC Super Lawyers, Securities & Corporate Finance
  • "Trailblazers Under 40", National Bar Association (2014)
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100”

Memberships and Affiliations

  • Board Member, Millstein Center for Corporate Governance
  • Fellow, American College of Governance Professionals
  • Society of Corporate Governance Professionals
  • Corporate Laws Committee of the American Bar Association
  • National Bar Association


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


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.