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Accessing the U.S. Capital Markets: What Foreign Private Issuers Need to Know


Speaker(s): Alexander F. Cohen, Ian D. Schuman, Paul M. Dudek
Recorded on: Oct. 6, 2016
PLI Program #: 195944

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


Ian Schuman is a partner in the New York office of Latham & Watkins and global Co-chair of the firm's Capital Markets Practice Group. He is also a member of the Corporate Department and Capital Markets and Private Equity Finance practices.

Mr. Schuman is experienced in a broad range of capital market transactions, including:

Initial public offerings

High yield debt offerings

Public and private equity offerings

Debt exchange offers and tender offers and consent solicitations

 

Mr. Schuman represents issuers and underwriters in capital markets transactions and companies with respect to general corporate and securities matters, including:

Corporate governance issues

Periodic and current filings with the Securities and Exchange Commission

Satisfaction of requirements set forth by the New York Stock Exchange and Nasdaq

 

Since 2011, Mr. Schuman represented underwriters and issuers on more than 150 debt and equity offerings across various industries. Select issuers include:

At Home Group, Inc.

Bojangles', Inc.

Camping World, Inc.

Canada Goose Holdings, Inc.

Charter Communications, Inc.

Chuy's Holdings, Inc.

Dave & Buster's Entertainment, Inc.

El Pollo Loco, Inc.

Fogo de Chao, Inc.

Hertz Global Holdings, Inc.

Jarden Corporation

J.Jill, Inc.

Manchester United plc

Milacron Holdings Corp.

Ollie's Bargain Outlet

Pinnacle Foods Inc.

Post Holdings, Inc.

Presidio, Inc.

PVH Corporation

The Chef's Warehouse, Inc.

WellCare Health Plans, Inc.

Wingstop Inc.

Zoe's Kitchen, Inc.


Paul Dudek is counsel in the Washington, D.C. office of Latham & Watkins. Mr. Dudek joins Latham after 23 years as Chief of the Office of International Corporate Finance in the US Securities Exchange Commission’s (SEC) Division of Corporation Finance.

Mr. Dudek’s practice covers all aspects of cross-border capital market transactions involving non-US companies and sovereigns, as well as related regulatory matters.

In his previous role, Mr. Dudek oversaw the Office’s efforts to develop and implement rulemaking initiatives and interpretive policies pertaining to US public and private offerings, listings and other transactions and periodic reporting by foreign private issuers in the US and multinational offerings by foreign and domestic issuers, especially with respect to Regulation S, Rule 144A, Form 20-F and Securities Act and Exchange Act filings by foreign private issuers, the Multijurisdictional Disclosure System (MJDS), American depositary receipts (ADRs) and International Financial Reporting Standards (IFRS).

Mr. Dudek has deep and rich experience in SEC registrations. During his tenure as Office Chief, more than 2,000 foreign private issuers completed their initial registrations with the SEC, including through traditional global or US-only IPOs, privatizations, spin-offs, straight listings and M&A transactions, and many sovereign issuers completed their initial US registered debt offerings. Similarly in that time, numerous foreign corporate and governmental issuers effected a wide range of follow-on capital markets transactions in SEC registered offerings.

Among his recent efforts, Mr. Dudek led various initiatives relating to IFRS, and he helped implement rulewriting and other projects under the Dodd-Frank Act of 2010 and the JOBS Act of 2012, including projects relating to cross-border derivatives transactions, the extra-territorial application of the anti-fraud provisions of the federal securities laws, and amendments to Rule 144A.

Mr. Dudek also served as the Commission’s representative to the Corporate Governance Committee of the Organization for Economic Co-operation and Development (OECD). He completed significant work relating to international organizations, including the International Organization of Securities Commissions (IOSCO) and the Financial Stability Board.

Prior to joining the SEC, Mr. Dudek was in private practice in New York, where he advised a range of foreign and US companies and financial intermediaries on capital markets transactions.

Mr. Dudek was an adjunct professor at Georgetown University Law Center.