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Global Capital Markets & the U.S. Securities Laws 2018


Speaker(s): Alexandre L. Ibrahim, Alison M. Fuller, Barbara A. Stettner, Carol McGee, David M. Lynn, Elizabeth Figgie, Greg Rodgers, Guilaine Saroul, Joan E. McKown, Joseph P. Babits, Keir D. Gumbs, Linda Chatman Thomsen, Michael D. Coco, Michael D. Mann, Nicolas Grabar, Paul M. Dudek, Rani Doyle
Recorded on: Apr. 18, 2018
PLI Program #: 220312

Michael Coco is Chief of the Office of International Corporate Finance (OICF) in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  A member of OICF since 2002, Mr. Coco’s work includes representing the Division on the International Organization of Securities Commissions’ (IOSCO) Committee on Issuer Accounting, Audit and Disclosure. He has spoken on SEC developments in international corporate finance at a number of international conferences and has provided foreign governments with technical assistance on securities regulation. Mr. Coco joined the staff of the Division of Corporation Finance in 1998.

Before joining the SEC, Mr. Coco worked in Moscow as a consultant in the defense sector. He previously worked with the European Parliament in Brussels, and edited a book on European military involvement in post-colonial Africa. He is fluent in French and Italian.

Mr. Coco is a graduate of the University of Virginia School of Law, where he was an editor of the Virginia Journal of International Law. He received his B.S. from the Georgetown University School of Foreign Service, an M.A. from the Columbia University School of International and Public Affairs, and a certificate in political studies from SciencesPo (Paris).


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


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

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

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


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.


David M. Lynn is a partner in the Washington, D.C. Office of Morrison & Foerster LLP and is co-chair of the firm’s Corporate Finance | Capital Markets practice. He served as Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.

Mr. Lynn who provides guidance to companies, underwriters, boards of directors and other market participants on corporate finance matters, corporate governance and best practices for disclosure and compliance. In addition to being a leading authority on securities and governance issues, Mr. Lynn is particularly well known in the area of executive compensation disclosure, having co-authored “The Executive Compensation Disclosure Treatise and Reporting Guide.”

While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Mr. Lynn led the rulemaking team that drafted significant revisions to the SEC's executive compensation and related party disclosure rules. Mr. Lynn re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance. While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance.

Mr. Lynn is co-editor of TheCorporateCounsel.net, The Corporate Counsel, CompensationStandards.com and The Corporate Executive, which are widely read sources on securities, governance, executive compensation and corporate law matters. Mr. Lynn also has served as chair of the American Bar Association Business Law Section’s Federal Regulation of Securities Committee, co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and chairman of the Board of Trustees of the Securities and Exchange Commission Historical Society.

Mr. Lynn received his law degree from the University of Maryland Francis King Carey School of Law, where he serves as a member of the Board of Visitors, and his undergraduate and graduate degrees in economics and finance from Loyola University Maryland.


Elizabeth Figgie is a senior technical advisor at the International Accounting Standards Board (IASB).  Elizabeth joined the IASB staff in 2007 and has led a variety of projects related to the accounting for financial instruments, including the project to improve the classification and measurement requirements and the project to distinguish between financial liabilities and equity instruments.  Before joining the IASB staff, Elizabeth worked in the accounting policy group at a large investment bank and also was a staff member at the Financial Accounting Standards Board (FASB) where she worked on the revenue recognition project.  Elizabeth started her career at PricewaterhouseCoopers LLP in Boston and Seattle, and is a Certified Public Accountant.


Greg Rodgers is a partner in the New York office of Latham & Watkins. Mr. Rodgers is a member of the Corporate Department and the Capital Markets, Derivatives, and Public Company Representation Practices. Mr. Rodgers is named as one of the leading capital markets lawyers in the United States by Chambers USA and Chambers Global. He was also named a 2018 Law360 MVP for Capital Markets, a Dealmaker of the Year by The American Lawyer 2019 for his representation of Spotify in its direct listing and a Finance, Banking & Capital Markets Trailblazer by The National Law Journal.

In corporate finance matters, Mr. Rodgers represents issuers, investors, and investment banks in public and private equity, debt and hybrid capital markets transactions, commercial lending transactions, restructurings, and other financing transactions, with a particular focus on equity-linked securities and investment grade and high yield debt securities.

In recent years, Mr. Rodgers has represented American Airlines, Bank of America Merrill Lynch, Barclays Capital, The Container Store, Credit Suisse, Deutsche Bank Securities, Goldman, Sachs & Co., Jefferies & Co., JPMorgan, Kohlberg Kravis Roberts & Co., Leonard Green & Partners, L.P., Morgan Stanley, Sempra Energy, Spotify Technology S.A., and UBS Securities.


Guilaine Saroul is a Managing Director in the National Professional Services Group of PwC. Guilaine has over 17 years of experience providing assurance and advisory services to multinational companies in the US and in Europe. She has advised corporations on complex accounting and reporting matters under various GAAPs. Guilaine is a member of the SEC Foreign Private Issuers and the Global Accounting Consulting Services teams in our U.S. National Office Professional Services Group. She provides services to foreign private issuers in this role, focusing on International Financial Reporting Standards (IFRS), including financial statement reviews, technical consulting services, internal and external training and thought leadership. 

Prior to her current role, Guilaine spent 3 years with transaction services ("TS") group based in New York. In that role, she provided support for recurring SEC financial reporting filings, advised on post-closing aspects of transactions, on complex accounting matters, such as revenue recognition, business combinations, US GAAP- IFRS differences. Guilaine also spent 2 years in the Stamford's audit practice. and 4 years in PwC’s audit practice in Paris, France.

She is a Certified Public Accountant in the States of Connecticut and New Jersey.

 


Joan McKown has more than 30 years of experience in Securities and Exchange Commission (SEC) enforcement and financial regulatory matters including investigations, exams, internal investigations, and disputes throughout the United States. She has in-depth knowledge of investigatory issues relating to financial fraud, corporate disclosure, corporate governance, accounting, compliance, private equity, FCPA, broker dealer, investment adviser, investment companies, and insider trading. Joan represents corporations, and financial services firms, and their officers, directors, and employees, counseling them to avoid regulatory scrutiny, and when necessary, resolving matters on the best terms possible.

Prior to joining Jones Day in 2010, Joan was the longest serving chief counsel in the Division of Enforcement at the SEC, where she played a key role in establishing enforcement policies and worked closely with Commission and senior SEC staff. Joan literally wrote the book on SEC enforcement when she oversaw creation of the first version of the SEC Enforcement Manual. As chief counsel, she led hundreds of Wells meetings and settlement negotiations. At Jones Day, Joan has extensive experience submitting persuasive Wells submissions, having reviewed thousands of such submissions while on the SEC staff.

Joan is the chair of the board of trustees of the SEC Historical Society. She also serves as president of the board of trustees of the Legal Aid Society of the District of Columbia. She frequently speaks and writes on SEC enforcement related topics.


Joseph is the lead US Securities Counsel for Royal Dutch Shell, plc group of companies. He advises on all aspects of US Securities laws and corporate disclosure.  He has represented and defended Shell in investigations by the US Securities and Exchange Commission, the US Senate Permanent Subcommittee on Investigations and the Department of Justice. He has extensive knowledge with regard to UK and EU securities and disclosure regulations. He also is an advisor to Shell Disclosure Committee and a member of Shell’s Reserves Committee and Financial Controls and Reporting Committee. 

Prior to joining Shell, Joseph spent more than decade with the US Securities and Exchange Commission where he was Counsel to Commissioner Isaac C. Hunt Jr. and Special Counsel in the Office of Chief Counsel in the Division of Corporation Finance, where he focused on rulemaking and interpretive advice. He also was the recipient of the SEC’s Capital Markets Award.


Linda Chatman Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is senior counsel 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).


Michael D. Mann’s legal practice focuses on international securities regulation and enforcement and the cross-border conduct of business. He provides strategic advice and counseling to clients engaged in business subject to regulation in the United States and throughout the world. He regularly represents public companies and their audit committees, officers and directors in connection with their compliance with U.S. regulatory requirements including the Dodd-Frank, Sarbanes-Oxley and Foreign Corrupt Practices Acts as well as U.S. Economic Sanctions. 

Clients have shared that they regard Mr. Mann as one of the “wisest and most versatile tacticians” in complex securities regulatory and enforcement matters, and as "truly one of the experts in international enforcement." Others have stated that he "is the kind of outside counsel most in-house lawyers seek: he is knowledgeable, responsive and provides his advice in a very calm and effective manner on a wide range of issues." Mr. Mann has also been formally recognized as a leading practitioner by Chambers USA, Legal 500, Best Lawyers in America, Benchmark Litigation and The National Law Journal, among others. 

Prior to entering private practice, Mr. Mann served for seven years as the first Director of the Office of International Affairs ("OIA") at the U.S. Securities and Exchange Commission and established the key relationships between the SEC and its foreign regulatory counterparts throughout the developed and emerging markets that continue to be the centerpiece of the SEC’s program. Mr. Mann also led the SEC’s efforts to facilitate access to the U.S. securities markets, improve and harmonize regulation world-wide and to remove unnecessary barriers to trade.

Prior to becoming Director of OIA, Mr. Mann served as Associate Director in the SEC’s Division of Enforcement and acted as counsel for the Commission in SEC v. Levine, SEC v. Certain Unknown Purchasers (the “Santa Fe” case), and SEC v. Winans (the “Wall Street Journal” case), among others.

Mr. Mann is a Member of the Council on Foreign Relations, the Board of Advisors to the Securities and Exchange Commission Historical Society and a Member of the Federal Bar Association / Securities Law Committee Executive Council. From 1994 to 2002, he was a member of the Hampshire College Board of Trustees. From 1999 to 2003, he served as the Chairman of the Securities Market Advisory Board of the Toronto International Leadership Centre for Financial Sector Supervision.


Nicolas Grabar’s practice focuses on international capital markets and securities regulation and on the representation of large reporting companies. He plays a primary role in the firm’s work for public company clients, including leading Mexican and Brazilian businesses, sovereigns, and global investment banks, on their biggest and most complex capital markets and financing matters.

Nick is known for creating durable relationships with his clients—including representing the Mexican government for more than 30 years—and is regarded as one of the premier authorities on SEC disclosure and securities reporting matters.

He has extensive experience in international financings in public and private markets, in U.S. securities law and regulations applicable to foreign issuers, and in the regulation of financial reporting. Nick also has experience in the telecommunications and natural resources sectors, and has advised on acquisitions, joint ventures, privatizations, and debt restructuring.

Nick repeatedly has been recognized for his work on behalf of clients, including by The American Lawyer, Chambers Global, Chambers Latin America, Chambers USA, The Legal 500 Latin America, and IFLR1000, among others. In 2016, Latin Lawyer named Nick its “International Lawyer of the Year,” describing him as “an elite dealmaker with a reputation for assisting on novel financing structures that set precedents for others to follow.”

Nick joined the firm in 1984 and became a partner in 1991. From 1985 to 1989, he was resident in the Paris office.

Nick received a J.D., cum laude, from Harvard Law School and a B.A., magna cum laude, from Harvard College.

 


Paul 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.


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

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

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

Honors and Rankings

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

Memberships and Affiliations

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


Rani is a managing 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 develop, maintain and implement effective governance and compliance standards. She assists with matters relating to:

• Board and committee governance, organization, operations and documentation
• 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

Rani has more than two decades of experience in advising on a wide range of public company business matters, including corporate strategic and risk matters; public, private and offshore offerings; other capital markets transactions; and SEC disclosures and investor-focused communications.
At Ernst & Young LLP, Rani contributed to the Embankment Project for Inclusive Capital (EPIC), focusing on the corporate governance aspect of long-term value creation. She also participated in the development of the principles of governance for the World Economic Forum’s “Measuring Stakeholder Capitalism: Towards Common Metrics and Consistent Reporting of Sustainable Value Creation.” Rani also leads the growing EY network of Fortune 100 Corporate Secretaries.
Prior to joining Ernst & Young LLP, Rani was a partner with Morgan, Lewis & Bockius LLP in Washington, DC. Before that, she was a 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 U.S. Securities and Exchange Commission (SEC) in the SEC Division of Corporation Finance’s office of telecommunications and computers and later served as special counsel in the SEC Office of International Corporate Finance. While at the SEC, Rani worked on several major rule-making initiatives that continue in some force today. She is a recipient of the SEC Capital Markets Award.

Memberships:
• American Bar Association Chair of the National Conference of Lawyers and CPAs
• Society for Corporate Governance
• Association of SEC Alumni
• American Bar Association — Chair of Federal Regulation of Securities Subcommittee on Securities Registration (2016-2020); Vice Chair of the Law and Accounting Committee (2016-2020)