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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 a London-based partner of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

Mark 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. He headed the Global Securities and Capital Markets Group until August 2020. 

Mark 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-builds and the establishment of ADR programs, and the full range of DCM mandates, including EMTN programs, Yankee bond offerings and high yield debt offerings.  Mark has extensive experience representing financial institutions in connection with offerings of perpetual and dated hybrid securities for regulatory capital purposes.  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. 

Mark advises  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.  Mark also advises listed companies and significant shareholders 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.  He also consults frequently on regulatory matters relating to broker-dealer registration, and investment company and investment adviser issues.

Mark is a frequent contributor to professional journals and other publications, and one of the principal authors of the firm’s alerts on securities law topics.  Mark regularly serves as a panelist at conferences and in-house seminars on a range of capital markets, financial reporting, corporate governance, corporate compliance and other securities law topics.  He is one of the firm's two principal points of contact on Brexit and EU/UK regulatory matters, and one of the founding members of the firm’s ESG practice group.