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Private Placements and Hybrid Securities Offerings 2016


Speaker(s): Andrew L. Fabens, Annemarie Tierney, Bonnie J. Roe, Catherine T. Dixon, Cathleen E. McLaughlin, D. Casey Kobi, David A. Donohoe, Jr., James R. Tanenbaum, Kaj Nielsen, Lori E. Arz, Meredith B. Cross, Michael D. Golden, Michael L. Hermsen, N. Adele Hogan, Nicolas Grabar, Priya A. Velamoor, Raphael M. Russo, Sara Hanks, Scott M. Andersen, Sebastian Gomez Abero, Shriram Bhashyam, Sophia Hudson, Stephen P. Farrell, Stephen P. Wink, Stuart D. Fishman, Suzanne Rothwell, Tymour A. Okasha
Recorded on: Aug. 1, 2016
PLI Program #: 149984

 

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.


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

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

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

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

Involvement

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

Education

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


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.


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.


Bonnie Roe is a partner at Cohen & Gresser and has over thirty years of experience as a corporate lawyer advising publicly and privately held companies and funds. Her practice focuses on securities law and capital markets, financial regulation, and fintech.  Bonnie represents U.S and internationally based companies, financial intermediaries, and investors in public and private offerings, including cross-border offerings. She also regularly advises public companies and their boards of directors on public disclosure, SEC compliance matters, corporate governance, and executive compensation. She serves as counsel to companies and investment funds in early and later stage venture capital financing transactions and has significant experience in fund formation and investment. Bonnie has counseled numerous buyers and sellers of publicly and privately held businesses in developing and executing strategies to efficiently achieve business goals.  

Bonnie is the Chair of the American Bar Association’s Subcommittee on Small Business Issuers and is the author of the chapter on securities law opinions in an annually updated treatise on legal opinions ( M. John Sterba, Jr., editor, Legal Opinion Letters:  A Comprehensive Guide to Opinion Letter Practice, 3d edition).  She is a member of Law360’s editorial advisory board for its private equity coverage. She frequently speaks and writes on securities law and corporate governance. She has been named one of New York’s Super Lawyers for Securities & Corporate Finance each year since 2011.

Bonnie is a graduate of New York University School of Law, where she was the Managing Editor of the NYU Journal of International Law and Politics. Prior to joining the firm, she was a partner in the New York office of a Canadian firm, Davies Ward Phillips & Vineberg LLP. Bonnie is Co-Chair of the firm’s Diversity Committee. She is proficient in French.


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.


Cathleen McLaughlin is a partner in the Corporate Finance practice at Paul Hastings and is based in the firm’s New York office. Ms. McLaughlin focuses on cross border financing in Latin America and Europe. Ms. McLaughlin’s U.S. capital markets experience includes varied transactional and advisory securities experience relating to SEC-registered and unregistered (Regulation S and Rule 144A) debt and equity offerings by U.S., Latin American, and European issuers. She has extensive experience in sovereign, corporate, and infrastructure-related financings involving Latin American and European borrowers. Before joining Paul Hastings, Ms. McLaughlin was at another international law firm where she was the head of their New York International Capital Markets practice, and founded and co-headed the firm’s Latin America practice. She is a native English speaker and has a working knowledge of Spanish.

Accolades and Recognitions

  • Named to IFLR1000’s inaugural “Women Leaders” guide recognizing 300 of the world’s top female lawyers working in financial and corporate law, 2018.
  • Named one of  “Latin America Top 100 Lawyers” by Latinvex, 2015-2018
  • Named one of “Latin America’s Top 50 Female Lawyers” by Latinvex, 2013
  • Named “Latin America’s Legal Stars” and “Latin America’s Top 50 Businesswomen” by Latin Business Chronicle, 2012
  • Ranked in Chambers Latin America since 2010 for Capital Markets, Banking & Finance and M&A. Chambers says, “Cathleen McLaughlin is ‘extremely knowledgeable in all aspects of complex finance matters’.”

Speaking Engagements and Publications

  • Speaker, Biennial IBA Latin American Regional Forum Conference, Living in Interesting times: How to Find the Opportunities While Avoiding the Pitfalls, Rio de Janeiro, Brazil (March 2016)
  • Speaker, National Associate of Women Lawyers Annual Meeting & Awards Luncheon, It’s Time to Jump in the Pool , New York, NY (July 2015)
  • Featured in Inside Counsel article, ‘Navigating Latin America, Project Finance and Risk’ (June 2015)
  • Speaker, Financial Times Live, Investing in the New Bolivia Summit, New York, NY (October 2015)
  • Speaker, Biennial IBA Latin American Regional Forum Conference, Sao Paulo, Brazil (November 2014)
  • Speaker, ABA Section of International Law Fall Meeting, Buenos Aires, Argentina (October 2014)
  • Speaker, Penn Law’s Latin Law Students Association (LALSA), Is Latin America the Next Frontier for Top 250 Law Firms?, Philadelphia, PA (February 2014)
  • Speaker, Penn Law European Society, Trailblazing Penn Law Women: Past, Present, and Future, Philadelphia, PA (May 2013)


Lori Arz is an Executive Director and Assistant General Counsel in J.P. Morgan Chase’s Legal Department where she supports Equity Capital Markets and Debt Capital Markets.  In the past, Lori has also supported M&A Advisory.

Prior to joining J.P. Morgan, Lori covered Equity Capital Markets at Bear Stearns, and was an associate in the capital markets group at Simpson Thacher & Bartlett LLP.

Lori received her J.D., cum laude, from the University of Michigan School of Law where she was an editor of the Michigan Journal of Race & Law and a B.A. from Washington University.

Lori and her husband have two young children and currently live in Brooklyn.

 


Meredith Cross is a partner in the Transactional and Securities Departments, and a member of the Corporate Practice and Strategic Response Group in the Washington, D.C. office of Wilmer Cutler Pickering Hale and Dorr LLP.  Ms. Cross advises public companies and their boards on disclosure and other corporate finance securities law and corporate governance matters, including SEC enforcement matters involving corporate finance issues.  Ms. Cross rejoined the firm in 2013, after having served as Director of the Division of Corporation Finance of the SEC since 2009.

While serving as the Director of the Division of Corporation Finance of the SEC, Ms. Cross led the Division's efforts to implement both the Dodd-Frank Act and the Jumpstart Our Business Startups (JOBS) Act. Under her leadership, the Division recommended close to 60 rulemaking releases to the Commission.   Ms. Cross testified before Congress numerous times on a broad range of issues including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.
 
Before first joining WilmerHale in 1998, Ms. Cross served in a variety of positions in the Division of Corporation Finance at the SEC from 1990 to 1998, including Deputy Director, Associate Director (International and Small Business) and Chief Counsel.  Prior to first joining the SEC staff, she was an associate and counsel at King & Spalding in Atlanta from 1983-1990.  She clerked for Judge Albert J. Henderson of the US Court of Appeals for the Eleventh Circuit (1982-1983). 

Ms. Cross currently serves as Chair of the Securities Regulation Institute and as Co-Chair of the Practicing Law Institute’s Annual Institute on Securities Regulation.  She is a frequent speaker at securities and corporate governance law conferences.  She is a member of the Securities Institute Advisory Committee, a Fellow in the American College of Governance Counsel, and previously served as a member of the ABA Corporate Laws Committee.  She is a member of the Board of Governors of the Wilmer Eye Institute at Johns Hopkins. 

Education

  • JD, Vanderbilt University School of Law, 1982, Order of the Coif, Vanderbilt Law Review
  • BA, cum laude, Duke University, 1979

Honors & Awards

  • Recognized for her exceptional securities practice in the 2006-2009 and 2014-2018 editions of Chambers USA: America's Leading Lawyers for Business
  • Selected by peers for inclusion in the 2005-2019 editions of Best Lawyers in America for securities and capital markets law. Named by Best Lawyers as Washington DC Securities/Capital Markets "Lawyer of the Year" in 2017. 
  • Recipient of the 2014 Linda Quinn Lifetime Achievement Award by TheCorporateCounsel.net
  • Named to the NACD Directorship 100, A Who's Who of the American Corporate Governance Community, in 2010
  • Recognized as a Dealmaker of the Year by The American Lawyer in 2003


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.


Sophia Hudson is a capital markets partner in the New York office of Kirkland & Ellis LLP. Sophia advises issuers and underwriters on capital markets transactions, including initial public offerings and follow-on equity offerings, public and private high-yield, investment-grade and convertible debt offerings and private placements of equity and convertible securities for early stage companies. She also counsels her corporate clients, including management teams and boards of directors, on governance, corporate and securities law matters.

Her experience ranges across a variety of industries, including consumer goods, financials, industrials, life sciences, mining, retail, specialty pharmaceuticals and technology. She has represented all the major U.S. investment banks.

Sophia has been recognized as a leading capital markets attorney by major legal publications, including named a “Rising Star” by New York Law Journal in 2017 and by Law360 for Life Sciences in 2016.

Sophia was a member of the Partnership for New York City 2016-2017 class of David Rockefeller Fellows. She has served as the co-chair of Practising Law Institute’s “How to Prepare an Initial Public Offering” since 2015. Sophia received her J.D. from the University of Michigan Law School and her A.B. from Princeton University.


Stephen Wink is a partner in the New York office of Latham & Watkins. Mr. Wink is a member of the firm's Financial Regulatory Practice. His practice focuses on advising a wide range of market players including investment banks, FinTech firms, hedge funds, private equity firms, exchanges, alternative trading platforms, transfer agents, and other financial institutions on matters involving the regulation of broker-dealers and investment advisors, market regulation, and compliance and enforcement matters.

Mr. Wink is recognized by Chambers USA as one of the country’s leading FinTech and financial services broker-dealer regulation lawyers. Mr. Wink was ranked in Band 1 for US Corporate, Securities & Financing by Chambers’ Professional Advisers FinTech, which features the professional advisers with their fingers on the pulse and the ability to guide fintechs through any challenge and obstacle they might face, and ranked in Band 2 for US Broker-Dealer advice. He is also recommended by The Legal 500 for Financial Services Regulation and Alternative / Hedge Funds, and noted by clients as “excellent.” Mr. Wink has in-depth knowledge and broad experience advising on the overlapping patchwork of regulations covering the financial markets, including the laws and rules under the Securities Exchange Act of 1934 and the rules of the Financial Industry Regulatory Authority (FINRA) and other self-regulatory organizations.

Mr. Wink provides regular commentary on regulatory initiatives and rule-making proposals on behalf of clients and trade associations. He has frequently obtained no-action relief and interpretive guidance on behalf of clients from various regulatory bodies, including the Securities and Exchange Commission and FINRA.

Mr. Wink is Vice-Chair of the ABA’s Trading and Markets Committee, and is a former member of various securities industry committees, including the Securities Industry and Financial Markets Association’s Federal Regulation Committee, the New York Stock Exchange's Compliance Advisory Committee, and was Chair of the Bond Market Association's Municipal Legal Advisory Committee. Mr. Wink is a regular speaker at securities industry conferences.

Mr. Wink spent nine years in-house as Executive Managing Director and General Counsel of First Albany Companies Inc., a full-service investment bank, merchant bank, and investment advisor. He began his career at another leading law firm after serving as a law clerk to Judge George E. MacKinnon of the US Court of Appeals for the D.C. Circuit.

 


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.

 


Tymour Okasha is an associate general counsel in the Equity Capital Markets group at Bank of America Merrill Lynch. He focuses on advising investment bankers on all aspects of deal execution for equity capital markets transactions, including IPOs, follow-ons, private placements and convertible debt issuances. Prior to joining Bank of America Merrill Lynch, Mr. Okasha was an attorney in the corporate finance group at Skadden Arps, Slate, Meagher & Flom LLP.


A leader of Morgan Lewis’s Securities Practice, Steve Farrell has represented issuers and underwriters in more than 100 public and private offerings of debt and equity securities, including numerous initial public offerings. With clients that include US and non-US companies and leading investment banks, Steve offers counsel on a breadth of domestic and international business transactions as well as compliance with securities laws and stock exchange listing criteria. His practice encompasses mergers and acquisitions of public companies and going private transactions.

Steve has spoken on the obligations of directors, o?cers, and companies under the Sarbanes-Oxley Act (SOX) and the Dodd-Frank Wall Street Reform and Consumer Protection Act. He has also lectured on securities law and practice, as well as corporate governance practices.

AWARDS AND AFFILIATIONS

Listed, Legal 500 United States (2013)

Listed as Recognized, Corporate Governance, PLC Which Lawyer? Yearbook 2008

Member, Business Law Section, American Bar Association

Member, Banking and Business Law Section, New York Bar Association Member, Committee on Securities Regulation, New York State Bar Association

Member, Securities Regulation Committee, Bar Association of the City of New York

EDUCATION

   College of the Holy Cross, 1968, A.B.

   Fordham University School of Law, 1971, J.D.

   New York University School of Law, 1979, LL.M.


James Tanenbaum was a partner in Mayer Brown’s New York office and a member of the Corporate & Securities practice. He concentrates his practice on corporate finance and the structuring of complex domestic and international capital markets transactions. He represents issuers, including some of the nation's largest financial institutions, underwriters, agents and other financial intermediaries, in public and private offerings of securities, as well as issuers, investment banks and purchasers in hybrid, mortgage-related and derivative securities transactions. He has developed some of the most widely used hybrid techniques for the placement and distribution of securities.

James works closely with leading investment banks to formulate new methodologies for securities offerings and to structure innovative financial products. He has also represented many technology-based businesses, including biotech and medical device companies. James frequently lectures on capital markets topics and has lectured at the Securities and Exchange Commission, SIFMA and at a variety of securities industry groups. He lectures at law schools in the United States and abroad. He is the co­ author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014), the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017) and BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Additionally, James co-authored "Regulation of Financial Institutions, Financial Crises and Rescue Packages in Europe: The Iceland Case," a chapter in Global Financial Crisis (Globe Law and Business, 2009) and "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006).

James served as an editor of the University of Pennsylvania Law Review while in law school. He served as chairman of the Board of Trustees of Lehigh University and as national chair of the Benjamin Franklin Society of the University of Pennsylvania


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.


Shri is a co-founder of EquityZen, a marketplace for investing in pre-IPO technology companies. Launched in 2013, EquityZen has worked with over 60 technology companies to solve private market liquidity issues. In addition to serving as General Counsel, Shri is also involved in business development and operational capacities.

Prior to co-founder EquityZen, Shri was an attorney at Shearman & Sterling LLP, a New York-based global law firm. At Shearman & Sterling, Shriram advised market participants on regulatory, transactional, and trading and markets issues, with a particular focus on U.S. broker-dealer and securities regulation. He also advised banks and other financial institutions on U.S. bank regulation, including the Dodd-Frank Act. Shri began his career as a trader at G.X. Clarke & Co., a boutique fixed income broker-dealer. Shri enjoys gardening, cooking, and basketball.

Shri holds FINRA series 7, 24 and 66 licenses.


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.


Kaj Nielsen is a member of the Banking legal team for the Americas at Barclays.  Mr. Nielsen joined Barclays in 2014 from the law firm Latham & Watkins LLP in New York, where he started in 2011 and practiced as a capital markets attorney.  As legal counsel to the investment banking division at Barclays, Mr. Nielsen covers, among other things, equity and debt capital markets origination, private capital markets and mergers and acquisitions financial advisory services.  Mr. Nielsen graduated from the University of Virginia School of Law in 2011 and is a member of the bar in New York.


Michael Golden is Senior Company Counsel in the Wells Fargo & Company Law Department and provides coverage for the equity capital markets business of Wells Fargo Securities.  He joined Wells Fargo in 2006 and is based in New York City.  Prior to joining Wells Fargo, Mike practiced with the law firm of Sidley Austin.


Scott Andersen is principal at Andersen PC, a securities regulatory and defense law firm. Mr. Andersen from March 2012 to February 2015 was deputy regional chief counsel at the Financial Industry Regulatory Authority (FINRA) in Los Angeles, where he oversaw all FINRA enforcement cases prosecuted by the Los Angeles office and managed the West region’s attorneys. Mr. Andersen has broad experience with regulatory investigations and enforcement actions. He has led complex criminal and civil prosecutions for the New York State Attorney General’s office, the New York Stock Exchange and FINRA. He has worked on significant matters involving: pump and dump frauds, illegal stock distributions in violation of Section 5, insider trading, research analysts conflicts of interest, market timing/late trading, enterprise corruption, stock manipulation, improper sales of complex products, and supervision and supervisory control systems. His earlier positions include: enforcement director, FINRA, NYC, July 2007 to March 2012; enforcement director, NYSE Regulation, Inc., NYC, December 2004 to July 2007; trial counsel/senior special counsel, NYSE Regulation, Inc., NYC, August 2003 to December 2004; co-chief, Securities Prosecutions Unit, Bureau of Investor Protection and Securities, Office of the New York State Attorney General, NYC, June 1999 to August 2003; and Assistant Attorney General, Office of the New York State Attorney General, NYC, August 1995 to June 1999. He is a cum laude graduate of Albany Law School and is admitted in New York, Massachusetts (inactive) and Arizona.


Sebastian Gomez Abero is the Chief of the Office of Small Business Policy in the Division of Corporation Finance of the Securities and Exchange Commission. The office assists companies seeking to raise capital through exempt or smaller registered offerings, and participates in and reviews SEC rulemaking and other actions that may affect small businesses. Previously, Mr. Gomez was a Special Counsel in the Office of Chief Counsel in the Division of Corporation Finance. Before joining the SEC, Mr. Gomez practiced securities law in the Washington DC office of Hogan Lovells. He received his law degree from Northwestern University School of Law and his B.S. in computer science from Bridgewater College.