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Accessing the U.S. Capital Markets from Europe Without SEC Registration: Understanding the Interplay Between Different Regulatory Regimes and Market Practice

Speaker(s): Mark S. Bergman
Recorded on: Sep. 25, 2017
PLI Program #: 226582

Mark S. Bergman is the head of the Global Securities and Capital Markets Group at Paul, Weiss, Rifkind, Wharton & Garrison LLP and is resident in the firm’s London office. Mr. Bergman joined Paul, Weiss in 1982 and was elected to partnership effective January 1, 1991. In the early 1990s, Mr. Bergman was the resident U.S. corporate partner in the firm’s Paris office.

Mr. Bergman has extensive experience in corporate finance transactions in which U.S. and non-U.S. issuers access the equity (ECM) and debt (DCM) capital markets. He has handled issuer and underwriter representations since the early 1980s, was instrumental in establishing the Securities and Capital Markets Group at Paul, Weiss in the early 1990s and began focusing on cross-border capital markets transactions in the mid-1990s. 

Mr. Bergman has handled the full range of ECM mandates, including initial public offerings, rights issues/open offers and other forms of follow-on offerings, exchange offers, privatizations, spin-offs/demergers, accelerated book-build offering and the establishment of ADR programs, and the full range of DCM mandates, including MTN and EMTN programs, Yankee bond offerings and high yield debt offerings (including in the context of leveraged acquisitions). He also has extensive experience representing financial institutions in connection with offerings of perpetual and dated hybrid securities for regulatory capital purposes, including instruments with innovative loss absorption provisions. He has significant experience with SEC-registered offerings, and he has handled Rule 144A offerings since the exemption was promulgated in April 1990, having been among the first to convert a public template to a Rule 144A template within weeks of the effectiveness of the exemption.

Over the years, Mr. Bergman has been involved in a range of domestic U.S. and cross-border public M&A transactions. In the cross-border M&A sarena, Mr. Bergman has advised on cross-border tender offers, exchange offers and going private transactions involving listed companies in the United States as well as other companies with significant levels of U.S. shareholders.

Mr. Bergman advises a range of listed companies on reporting and other obligations under the securities laws, the establishment of corporate compliance programs, and compliance with corporate governance standards under the securities laws and stock exchange rules. He has advised companies in connection with SEC and other U.S. regulatory investigations, and stock exchange proceedings.

Since 1990, Mr. Bergman has been involved in the preparation of many of the firm client alerts on securities law and corporate governance developments. He is a frequent contributor to professional journals and other publications. He regularly serves as a panelist at conferences and seminars on a range of capital markets, financial reporting, corporate governance, corporate compliance and other securities law topics, including trends in the global capital markets, emerging disclosure topics and securities enforcement trends. He is one of the firm's two principal points of contact on issues relating to the June 2016 UK referendum on withdrawal from the European Union.

Mr. Bergman received his B.A. from Bowdoin College in 1978 (magna cum laude), his M.A. from the University of Virginia in 1979 and his J.D. from Washington College of Law, American University, in 1982, where he was editor-in-chief of the Law Review. Mr. Bergman is admitted to the Bars of the State of New York and the District of Columbia.