Skip to main content

Global Capital Markets & the U.S. Securities Laws 2016


Speaker(s): Alexander F. Cohen, Alison M. Fuller, Barbara A. Stettner, Bridget Neill, Carol McGee, David Woodcock, Katherine K. Martin, Keir D. Gumbs, Linda Chatman Thomsen, Marc H. Iyeki, Martin P. Dunn, Mary B. Tokar, Michael D. Mann, Nicolas Grabar, Thomas W. Yang, Wayne E. Carnall
Recorded on: Apr. 27, 2016
PLI Program #: 149703

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

Profile

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

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

Mr. Cohen’s practice covers:

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

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

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

Thought Leadership

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

Education

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

Bar Qualifications

District of Columbia, New York

Languages

Dutch, English, French, Spanish

Recognition Highlights

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

Recommended by Legal 500 US for debt and equity offerings


 David Woodcock represents companies, boards, and individuals in government investigations, internal investigations, shareholder litigation, and compliance counseling. He was formerly director of the SEC's Fort Worth Regional Office and chair of the SEC's Financial Reporting and Audit Task Force. David serves as the head of litigation for the Firm's Dallas Office.

At the SEC, David was responsible for all aspects of the agency's enforcement and examination activities in Texas, Oklahoma, Arkansas, and Kansas. He also helped create, and served as chair of, the cross-office/division Financial Reporting and Auditing Task Force, which was designed to enhance the SEC's detection and prosecution of violations involving accounting and false financial statements. During this time, David oversaw investigations in nearly every major area of the SEC's enforcement program, including public company disclosure and reporting; the Foreign Corrupt Practices Act (FCPA); insider trading; and investigations of SEC registrants. He also served as a member of the Enforcement Advisory Committee. Prior to joining the SEC, David was a partner at an international law firm where his practice focused on representing boards, officers/directors, public companies, and private fund advisers in investigations and litigation involving complex securities claims.

Before attending law school, David was a certified public accountant, certified management accountant, and certified information systems auditor and practiced at two of the world's largest accounting firms. He teaches a course on securities enforcement at Texas A&M University School of Law.


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 a member of A&O’s global Financial Services Regulatory practice and managing partner of the Washington, DC office. She represents banks, asset managers, broker-dealers, and other financial institutions on regulatory obligations in domestic and cross-border matters involving securities distributions and fundraising activities, including through crowdfunding platforms and over the blockchain, Fintech and virtual currency/ICO trading, lending and advisory platforms, and other regulatory matters under the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and the Bank Secrecy Act. Previously, Barbara was at the SEC’s Division of Trading and Markets, as Special Counsel in Office of the Chief Counsel, Attorney-Advisor in the Office of Risk Management, and Senior Counsel in the Office of International Affairs. According to Chambers USA, Barbara receives accolades for the reasoned regulatory compliance advice she provides to her clients: “she is a ‘real out-of-the-box thinker’ and is ‘one of the best to get in that area to answer your questions.’”


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

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


Keir Gumbs is Associate General Counsel, Global Corporate, M&A and Securities, and Deputy Corporate Secretary at Uber Technologies, Inc.  Prior to joining Uber, he was a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos. 

Keir is recognized as a leading authority on securities regulation and corporate governance who represents 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. 

Honors and Rankings

  • Most Influential Black Lawyers, Savoy Magazine (2015)
  • Who’s Who Legal, Corporate, M&A and Governance (2015)
  • "D.C. Rising Star”, National Law Journal (2014)
  • DC Super Lawyers, Securities & Corporate Finance (2014-2015)
  • "Trailblazers Under 40", National Bar Association (2014)
  • America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2015), Chambers USA
  • “2011 Rising Star of Corporate Governance”, Millstein Center for Corporate Governance and Performance
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100”


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 2016 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 is 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.


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 established Richards Kibbe & Orbe LLP’s Washington, D.C. office in 1996. Mr. 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 and Sarbanes-Oxley Acts. Examples of Mr. Mann’s recent representations include:

  • Representation of Audit and Governance Committees of Boards of Directors of US and foreign private issuers in connection with allegations of violations of the US securities laws;
  • Representation of senior officers of U.S. and foreign issuers and hedge funds in connection with SEC investigations and regulatory inquiries in matters involving securities trading, accounting and disclosure, the operation and establishment of internal controls under the Sarbanes-Oxley Act and the application of the Foreign Corrupt Practices Act; and
  • On-going advice to hedge funds and financial institutions in connection with the development of comprehensive compliance programs to address regulatory obligations imposed by U.S. and foreign securities laws and regulations.

Prior to entering private practice, Mr. Mann served as an attorney at the U.S. Securities and Exchange Commission, including seven years as the first Director of the Office of International Affairs, and prior to that as Associate Director of the Division of Enforcement. Mr. Mann established the key formal and informal regulatory and enforcement relationships between the SEC and its foreign counterparts throughout the world. Mr. Mann also led the SEC’s development of new regulatory approaches to facilitate access to the U.S. securities markets through cross-border securities offerings.

Mr. Mann has been recognized since 2009 as a “Leading Individual” in the area of Securities Regulation and Litigation by Chambers USA: America's Leading Lawyers for Business.  Mr. Mann was also recognized in the area of Securities Law by The Best Lawyers in America®, which 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."  He is also 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.  


Ms. Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is a partner 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).


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.


Thomas W. Yang is Managing Director and Associate General Counsel at Bank of America Merrill Lynch 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 chairperson of the Capital 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 Merrill Lynch, 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.


Katherine Martin is the Associate Director for Regulatory Policy in the Office of International Affairs at the U.S. Securities and Exchange Commission.  Ms. Martin joined the Commission in 2005 as a Senior Counsel in the Office of International Affairs and subsequently served as Counsel to the Director of the Office of Risk Assessment, Assistant Chief Counsel in the Division of Economic and Risk Analysis, Senior Special Counsel in the Division of Trading and Markets, Office of Clearance and Settlement, and, most recently, Assistant Director in the Office of International Affairs.  Prior to joining the Commission, Ms. Martin practiced securities and corporate law at Sullivan & Cromwell LLP and Hogan Lovells.  Ms. Martin received a B.A. in economics from Syracuse University and a J.D. from the Syracuse University College of Law.


PricewaterhouseCoopers:

Wayne re-joined the Firm in 2011 as a partner in the National Professional Services Group and supports US and International clients in addressing complex accounting and reporting matters including those that are unique to the SEC regulatory requirements. He is a member of the Firm’s SEC Leadership Team. Wayne was named to the 2013 Global Accounting Power 50 by the International Accounting Bulletin. He is a member of the Board of Directors of the Association of SEC Alumni and the Advisory Board of PLI’s SEC Institute.

From 1997 to 2007, Wayne was a Partner in the National Professional Services Group where he assisted clients and engagement teams in addressing US GAAP, PCAOB standards and SEC reporting issues primarily for non-US companies. He was also responsible for publishing the Firm’s policy and procedures on matters relating to US GAAP, PCAOB standards and SEC reporting matters relating to non-US companies, 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, and PwC Global 404 Steering Committee. He has worked on many Fortune Global 500 companies.

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, in conjunction with other senior officers, for planning and developing polices programs, procedures, and training relating to the 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 collaborated with the Chief Accountant of the Commission, the Division of Enforcement, and other Divisions and Offices on unique issues and policy matters; worked with other government officials in addressing financial reporting matters. He was responsible for guidance published by the Division on financial reporting matters including the Financial Reporting Manual, guidance for smaller issuers and banks, Compliance and Disclosure Interpretations relating to financial reporting matters, etc. 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 t0 1997, Wayne held various positions including Associate Director, Deputy Chief Accountant, Associate Chief Accountant and Staff Accountant.

 

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 several states.