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Private Placement and Hybrid Securities Offerings 2017


Speaker(s): Annemarie Tierney, Bonnie J. Roe, Bradley A. Jacobson, Catherine T. Dixon, Cathleen E. McLaughlin, D. Casey Kobi, David A. Donohoe, Jr., Kaj Nielsen, Lori E. Arz, Marty Dunn, Michael D. Golden, Nicolas Grabar, Priya A. Velamoor, Rani Doyle, Raphael M. Russo, Robert W. Downes, Sara Hanks, Sebastian Gomez Abero, Shriram Bhashyam, Sophia Hudson, Stanley Keller, Stuart D. Fishman, Suzanne Rothwell, Thomas J. Kim, Tymour A. Okasha
Recorded on: May. 22, 2017
PLI Program #: 186215

Brad Jacobson is a principal shareholder in the Corporate Department of the Boston, MA office of Greenberg Traurig, LLP.

Brad advises hedge funds, venture capital funds, private equity funds and investment advisers, as well as public and private companies, in a wide variety of securities, corporate finance, and merger and acquisition transactions. He is experienced in structuring and negotiating public and private offerings (equity and debt, including early and late-stage venture capital transactions and PIPE transactions), mergers, and stock and asset acquisitions. Additionally, Brad advises public and private companies with respect to corporate governance issues, public disclosures and securities law compliance, including proxy statements, registration statements and periodic reports, as well as investors with respect to Section 13 and Section 16 issues.

Brad graduated magna cum laude from Boston College Law School in 1995 and magna cum laude from Boston College, Carroll School of Management, with a B.S. in Finance in 1989. 

Brad is a frequent author and speaker on venture capital, particularly late-stage and pre-IPO private placements. 

 


 

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.


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.

 


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

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

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

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

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

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


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.


Rani is an executive director in the EY Center for Board Matters.  She has extensive experience working with executive management and boards at public and private companies on a wide range of corporate governance and business matters.

For more than 15 years, Rani has focused on helping companies and their boards to develop, maintain, and implement governance and compliance standards. She assists with matters relating to:

  • Board and committee governance, organization and operations
  • Corporate governance philosophy, frameworks and practices
  • Director onboarding, orientation and training
  • Development, implementation and reporting of board evaluation processes and results
  • Company and stakeholder engagement and communications

As part of her role at EY, Rani leads a new and growing network of F100 Corporate Secretaries.

Rani has two decades of experience in advising on a wide range of public company business matters, including SEC disclosures and investor-focused communications, corporate strategic and risk matters, public offerings, private and offshore offerings, and other capital markets transactions.

Prior to joining EY, Rani was a partner with Morgan, Lewis & Bockius LLP in Washington, DC. Before that, she was Managing Director, Co-General Counsel and Assistant Corporate Secretary at Och-Ziff Capital Management Group, where she helped lead the company’s 2007 IPO.

Rani began her career with the US Securities and Exchange Commission in the Division of Corporation Finance’s Office of Telecommunications and Computers and later served as special counsel in the Office of International Corporate Finance. While at the SEC, Rani worked on several major rule-making initiatives that continue in some force today and is a recipient of the SEC’s Capital Markets Award.


Robert W. Downes is a partner in Sullivan & Cromwell’s New York office and co-chair of S&C’s Capital Markets Group. He has extensive experience in public and private offerings of equity and debt securities, including securities issued in structured finance transactions, and M&A and joint ventures for U.S. and non-U.S. issuers. He has also been actively involved in advising domestic issuers on corporate governance matters, as well as on cybersecurity issues. He is regularly recognized at the top of the legal profession by Chambers USA, Chambers Global, The Legal 500 and IFLR1000.

Mr. Downes has recently represented:

  • AMC Networks in its financings and disclosure matters
  • Citizens Financial Group in its capital markets offerings and disclosure matters
  • Clipper Realty in its private offering of common stock and IPO
  • Colony NorthStar in its sale of The Townsend Group to Aon plc and in its financings, disclosure and corporate governance matters
  • CONMED Corporation in its financings, M&A transactions and corporate governance matters
  • Donnelley Financial Solutions in its capital markets offerings and disclosure matters
  • GGP in its $28 billion acquisition by Brookfield Property Partners and in its disclosure and corporate governance matters
  • Harris Corporation in its approximately $35 billion merger of equals with L3 Technologies (pending)
  • LSC Communications in its capital markets offerings and disclosure matters
  • Madison Square Garden in its financings and disclosure matters
  • Popular in its financings, M&A transactions and disclosure matters
  • The Related Companies in various investments and financings, including the financing of its Hudson Yards development
  • Spirit AeroSystems in its capital markets offerings and disclosure matters
  • Standard Industries in its financings
  • United Rentals in its financings and disclosure matters

EDUCATION

  • George Washington University Law School, J.D., 1991
  • University of Virginia, B.S., 1985

ACCREDITATIONS

  • Licensed to practice in New York

    ASSOCIATIONS

  • Board of Directors, ArtsConnection
  • Chairman, New York City Regional Selection Committee for the University of Virginia Jefferson Scholarship
  • Member, Business and Finance Law Advisory Board, The George Washington University Law School

 


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.


Stan Keller, Of Counsel in Locke Lord's Boston office, has extensive experience in corporate and securities law matters, and has worked on regulatory developments with officials at all levels in the SEC. He advises both public and private companies on a wide range of issues and transactions.

Stan chaired the American Bar Association's Federal Regulation of Securities Committee during the height of the Sarbanes-Oxley era, and in that capacity had responsibility for interacting on behalf of the private bar with the SEC, other governmental officials and the stock exchanges. He was actively involved with the ABA's Task Force dealing with the SEC's attorney conduct rules, with the ABA Task Force on Corporate Responsibility and with the ABA Task Force on Attorney-Client Privilege. He also was chair of the ABA Legal Opinions Committee and Audit Responses Committee, and he has been actively involved in the ABA's Corporate Laws Committee as a member, special adviser and special reporter for the 2016 Revision of the Model Business Corporation Act.

Stan is a member of the TriBar Opinion Committee and was the reporter for its Remedies Opinion Report and its Report on Preferred Stock Opinions. He is co-chair of the Boston Bar Association's Task Force on Revision of the Massachusetts Business Corporation Law, which drafted the current Massachusetts corporation statute (Chapter 156D), and chaired the BBA's Business Law Section, Corporation Law Committee, and Legal Opinions Committee, as well as the Massachusetts Bar Association's Business Law Section and Corporation Law Committee.

Stan lectures widely for continuing legal education organizations, and has written and edited many articles and treatises on corporate, securities law and professional responsibility matters.


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

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

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


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

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

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

 


THOMAS J. KIM advises public companies, their boards of directors and underwriters on a broad range of SEC disclosure and regulatory matters, capital market and tender offer transactions and corporate governance and compliance issues and practices.  He also advises audit firms on independence and financial reporting issues.  He handles matters for companies with the U.S. Securities and Exchange Commission, including obtaining no-action relief, interpretive guidance and waivers, as well as handling disclosure and financial statement reviews by the Division of Corporation Finance and SEC Enforcement investigations involving disclosure, registration or auditor independence issues. 

Prior to joining Sidley in 2013, Tom served for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance at the SEC.  As Chief Counsel, Tom was responsible for the Division’s no-action, interpretive and exemptive positions, and under his leadership, the Chief Counsel’s Office revised and updated all of the Division’s telephone interpretations as Compliance and Disclosure Interpretations and issued several significant Staff Legal Bulletins related to shareholder proposals, legality and tax opinions and suspending reporting obligations.  Tom also led a number of notable SEC rulemakings and policy initiatives, including implementing the JOBS Act’s requirement to eliminate the prohibition on general solicitation in Securities Act Rules 506 and 144A offerings, the concept release on the U.S. proxy system, and the interpretive release on the use of company websites.

Tom also oversaw the Division’s Office of Enforcement Liaison, which refers matters to the Division of Enforcement and advises on offering and disclosure-related issues in enforcement cases.

Prior to joining the SEC in 2006, Tom served as Corporate and Securities Counsel for the General Electric Company in Fairfield, CT.

Tom currently chairs the ABA’s Securities Law Opinions Subcommittee of the Federal Regulation of Securities Committee.  As a past member of the ABA’s Committee on Corporate Laws, Tom edited several editions of the ABA’s Corporate Director’s Guidebook.  He is a co-chair of Sidley’s Washington D.C. Diversity Committee. 

Tom serves as Vice Chair of the Northwestern Pritzker Law School’s Annual Securities Regulation Institute.


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.


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.


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.