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Private Placements and Hybrid Securities Offerings 2019


Speaker(s): Andrea M. Basham, Andrew L. Fabens, Anna T. Pinedo, Bonnie J. Roe, Bradley A. Jacobson, Carlos I. Gonzalez, Catherine T. Dixon, Cathleen E. McLaughlin, David A. Donohoe, Jr., David M. Lynn, Jonathan Bayer, Kalli Dircks, Lona Nallengara, Lori E. Arz, Marcel R. Fausten, Michael L. Hermsen, Minh Le, Neeraj Kumar, Nikolai Utochkin, Priya A. Velamoor, Robert Evans III, Robert W. Downes, Sara Hanks, Stephen P. Wink, Stuart D. Fishman, Suzanne Rothwell, Tymour A. Okasha
Recorded on: May. 23, 2019
PLI Program #: 251955

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. 

 


Andrea Basham is a counsel in the New York, NY office of Cleary Gottlieb Steen & Hamilton. Her practice focuses on disclosure and ongoing reporting obligations of public companies and public and private offerings of securities in the United States and elsewhere, including securities law and reporting aspects of mergers and acquisitions involving public companies.

Andrea is also actively involved in Cleary Gottlieb’s knowledge management efforts with respect to capital markets transactions and changes and developments in securities regulation. She is also a member of the Committee on Securities Regulation of the New York City Bar Association.

Andrea graduated from New York University law school in 2002. 


Andrew Fabens is a partner in the New York office of Gibson, Dunn & Crutcher.  He is Co-Chair of the Firm’s Capital Markets Practice Group and is a member of the Firm’s Securities Regulation and Corporate Governance Practice Group.  Mr. Fabens advises companies on long-term and strategic capital planning, disclosure and reporting obligations under U.S. federal securities laws, corporate governance issues and stock exchange listing obligations.  He represents issuers and underwriters in public and private corporate finance transactions, both in the United States and internationally.  His experience encompasses initial public offerings, follow-on equity offerings, investment grade, high-yield and convertible debt offerings and offerings of preferred, hybrid and derivative securities.  In addition, he regularly advises companies and investment banks on corporate and securities law issues, including M&A financing, spinoff transactions and liability management programs.  Mr. Fabens is ranked as a leading Capital Markets lawyer by Chambers USA: America’s Leading Lawyers for Business, The Legal 500 US and Chambers Global: The World’s Leading Lawyers for Business. 

Mr. Fabens earned his Juris Doctor from Columbia Law School in 2000.  He earned a Bachelor of Arts cum laude from the University of Michigan in 1989.


Anna Pinedo is a partner in Mayer Brown’s New York office and co-leader of the firm’s Global Capital Markets practice. She concentrates her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.

She works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. She has particular financing experience in certain industries, including technology, telecommunications, healthcare, financial institutions, REITs and consumer finance. Anna has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium term note and other continuous offering programs.

Anna regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of JOBS Act Quick Start, published by International Financial Law Review (2013; updated 2014, 2016); a contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, first ed. 2014, second ed. 2015, third ed. 2016, fourth ed. 2017); co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012; updated 2014, 2016); Liability Management: An Overview (2011, updated 2015), published by International Financial Law Review; co-author of Structuring Liability Management Transactions (2018), published by International Financial Law Review; co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014); co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017); and co-author of BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Anna is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012, updated 2019), published by Practising Law Institute. She co-authored "The Approaches to Bank Resolution," a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Anna contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Anna co-authored "The Ties that Bind: The Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009); "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006); and "The Impact Security: Reimagining the Nonprofit Capital Market," a chapter in What Matters: Investing in Results to Build Strong, Vibrant Communities (Federal Reserve Bank of San Francisco and Nonprofit Finance Fund, 2017). Anna is a contributor to Practising Law Institute’s "BD/IA: Regulation in Focus" blog.

Anna has been ranked by Chambers USA as one of America's leading lawyers for Capital Markets: Derivatives and Capital Markets: Structured Products and has been recognized as a notable lawyer for Financial Services Regulation: Broker Dealer (Compliance). Chambers Global has ranked Anna as one of the world's leading lawyers (recommended in Capital Markets: Structured Products). She also is ranked as a “Market Leader” for Capital Markets in the IFLR1000 Guide to Leading Lawyers, the highest individual distinction given by the guide. Anna is ranked as a leading lawyer for Structured finance: derivatives and structured products and listed as a recommended lawyer in Capital markets: debt, high-yield debt, equity, and global offerings, and Structured finance: securitization by the Legal 500 US.


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)


David M. Lynn is a partner in the Washington D.C. Office of Morrison & Foerster, and is co-chair of the firm’s Corporate Finance | Capital Markets practice. Mr. Lynn is a highly respected securities advisory counsel who provides guidance to Fortune 100 corporations, small public companies, underwriters and other market participants on corporate finance matters and best practices for disclosures and compliance. In addition to being a leading authority on SEC 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 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. As a result, he was intimately involved in implementing and interpreting the SEC rulemaking that occurred in the wake of the Sarbanes-Oxley Act. 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 and The Corporate Counsel, which are widely read sources on securities, governance and corporate law matters. Mr. Lynn serves as co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and is a former chair of the Board of Trustees of the Securities and Exchange Commission Historical Society and the American Bar Association Business Law Section’s Federal Regulation of Securities Committee.


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.

 


Mike Hermsen has an extensive practice that focuses on securities matters. He represents issuers, investment banking firms and security holders in connection with issuances of equity and debt securities. Mike also represents corporate clients in connection with compliance, reporting and stock exchange matters and counsels companies, boards of directors and management on, among other matters, stock repurchases, liability management, executive compensation reporting and corporate governance matters.

Before Mike joined Mayer Brown in 1994, he had extensive experience with the US Securities and Exchange Commission in Washington, DC. In the SEC’s Division of Corporation Finance he served as Assistant Director (1992-1994), Special Counsel (1990-1992) and Attorney/Advisor (1986-1990). He also has accounting and audit experience with a then-Fortune 500 manufacturing corporation.

Mike has been included in The Best Lawyers in America in the practice areas of Securities/Capital Markets Law and Securities Regulation for over a decade and Legal 500 recommends Mike in “Capital Markets – Equity Offerings” noting Mike has “unsurpassed knowledge of SEC rules.”   In addition, Mike is frequently cited in the media regarding new regulatory initiatives.

Education

  • University of Wisconsin Law School, JD, 1986.
  • Marquette University, MBA, 1982, BS, 1980.


Minh Q. Le is a Director in FINRA’s Corporate Financing Department.  He has more than 20 years of experience in the regulation of public and private offerings.

Currently, Minh’s primary responsibility is the management of the Department’s Private Placement Review program which provides regulatory oversight of broker-dealer participation in private offerings.  In addition to overseeing the review and investigation program, Minh’s duties include developing policy and providing guidance on corporate financing and other capital-raising related issues.  Minh also routinely provides subject matter expertise to FINRA’s Examination and Enforcement staffs.

Building on this experience, Minh has served as a member on each of FINRA’s Regulatory Specialist committees for Public Offerings, Private Placements, and Non-traded Direct Participation Programs (DPP) and Real Estate Investment Trusts (REIT), and was a member of FINRA’s Risk Assessment Committee.  For the past 15 years, he has been a member of FINRA’s Sales Rep and DPP/REIT Qualifications Committees.

Prior to his involvement in developing FINRA’s private placement rules and their corresponding filing program, Minh managed the Department’s Public Offerings Review program, which is responsible for regulating underwriting terms and arrangements in public offerings.  He is also responsible for handling interpretive and exemption requests made to the Department.

Minh graduated from the University of Maryland, attended the University of Pennsylvania’s Wharton Institute of Executive Education, and is a Certified Regulatory and Compliance Professional.


Neeraj Kumar is an associate in Duane Morris LLP’s New York office and a member of the Venture Capital/Emerging Companies practice. He concentrates his practice on corporate and securities law, as well as general representation of public and private companies, entrepreneurs, investors, and private equity and venture capital firms. Mr. Kumar also has extensive experience counseling institutions and issuers seeking to raise financing through the capital markets. Mr. Kumar has advised clients in a variety of industry sectors, including cannabis, cryptocurrency, automotive, banking, energy, life sciences and technology.

Mr. Kumar is a 2009 graduate of The Pennsylvania State University, Dickinson School of Law, where he was associate editor of International Law Review, and a cum laude graduate of the American University.

 


Nikolai Utochkin is a counsel in Nasdaq’s Legal and Regulatory Group, where he advises issuer community on listing and corporate governance matters. Nikolai received a Bachelor of Science degree from Samara State University in 1996, a Master of Business Administration degree from Robert H. Smith School of Business, and a Juris Doctor degree from the American University Washington College of Law. Prior to joining Nasdaq in 2004, Nikolai was employed by a regional brokerage firm.


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.


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.


Stephen Wink is a partner in the New York office of Latham & Watkins. Mr. Wink is a member of the firm's Financial Regulatory Practice. His practice focuses on advising a wide range of market players including investment banks, FinTech firms, hedge funds, private equity firms, exchanges, alternative trading platforms, transfer agents, and other financial institutions on matters involving the regulation of broker-dealers and investment advisors, market regulation, and compliance and enforcement matters.

Mr. Wink is recognized by Chambers USA as one of the country’s leading FinTech and financial services broker-dealer regulation lawyers. Mr. Wink was ranked in Band 1 for US Corporate, Securities & Financing by Chambers’ Professional Advisers FinTech, which features the professional advisers with their fingers on the pulse and the ability to guide fintechs through any challenge and obstacle they might face, and ranked in Band 2 for US Broker-Dealer advice. He is also recommended by The Legal 500 for Financial Services Regulation and Alternative / Hedge Funds, and noted by clients as “excellent.” Mr. Wink has in-depth knowledge and broad experience advising on the overlapping patchwork of regulations covering the financial markets, including the laws and rules under the Securities Exchange Act of 1934 and the rules of the Financial Industry Regulatory Authority (FINRA) and other self-regulatory organizations.

Mr. Wink provides regular commentary on regulatory initiatives and rule-making proposals on behalf of clients and trade associations. He has frequently obtained no-action relief and interpretive guidance on behalf of clients from various regulatory bodies, including the Securities and Exchange Commission and FINRA.

Mr. Wink is Vice-Chair of the ABA’s Trading and Markets Committee, and is a former member of various securities industry committees, including the Securities Industry and Financial Markets Association’s Federal Regulation Committee, the New York Stock Exchange's Compliance Advisory Committee, and was Chair of the Bond Market Association's Municipal Legal Advisory Committee. Mr. Wink is a regular speaker at securities industry conferences.

Mr. Wink spent nine years in-house as Executive Managing Director and General Counsel of First Albany Companies Inc., a full-service investment bank, merchant bank, and investment advisor. He began his career at another leading law firm after serving as a law clerk to Judge George E. MacKinnon of the US Court of Appeals for the D.C. Circuit.

 


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.

 


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.


Carlos L. Gonzalez is a Director in the Banking Division - Legal at Barclays and leads the Barclays Equity Capital Markets-Legal practice. Prior to joining Barclays in 2009, Carlos was a Director in the Global Origination Legal Group at Merrill Lynch and prior to that an Associate with the law firm of Shearman & Sterling LLP in New York and London where he practiced as a mergers and acquisitions and capital markets attorney. As legal counsel for Barclays' Banking division, Carlos covers, among other things, equity and debt capital markets origination transactions, mergers and acquisitions, conflicts and business selection, and advises the Barclays Equity Commitment Committee and the Barclays Valuation and Fairness Opinion Committee. Carlos also advises on matters relating to, among other things, the Securities Act of 1933, the Securities Exchange Act of 1934, Delaware General Corporation Law, FINRA Rules and corporate governance matters.


Lona is a partner in Shearman & Sterling’s Capital Markets and Corporate Governance practices. He has extensive experience representing companies, financial institutions and their boards on corporate governance, disclosure, and securities law compliance matters and on the financial regulatory process. He also advises companies and financial institutions on all aspects of public and private offerings of equity, equity-linked, high yield debt and investment grade debt securities.

Prior to returning to the firm in 2017, Lona served in senior positions at the Securities and Exchange Commission for over four years. From 2013 to 2015, he served as Chief of Staff to SEC Chair Mary Jo White, where he was the top advisor to the Chair on all issues, including policy development, rulemaking, strategy and management. During this time, he led the rulemaking and implementation efforts related to all mandates under the Dodd-Frank and JOBS Acts and directed the SEC's asset management, market structure, public company disclosure effectiveness and private offering reform programs. He also served as the SEC deputy to the Financial Stability Oversight Council and was the primary SEC liaison with other financial regulators. Lona joined the SEC in 2011 as Deputy Director of the Division of Corporation Finance and later became its Acting Director. In this role, he was responsible for the division's overall activities and operations, including rulemaking, interpretive guidance and the public company filing review program. Following his SEC tenure, Lona joined Bridgewater Associates, LP, where he was the Chief Governance Officer and a senior advisor to founder Ray Dalio.

Prior to joining the SEC in 2011, Lona was a partner in Shearman & Sterling’s Capital Markets group. He first joined the firm in 1998.


Mr. Bayer is a Managing Director, and the General Counsel and Chief Compliance Officer at DC Advisory, the North American investment banking subsidiary of Daiwa Securities Group.  He had previously served in the same capacity at DC’s predecessor company, Sagent Advisors. Mr. Bayer has over 20 years of legal and transactional experience, having served as legal counsel at a number of financial institutions, investment banks and law firms throughout his career.

Prior to joining Sagent, he served as Chief Counsel for Willis Capital Markets & Advisory, the investment banking division of Willis Towers Watson. Before that, he was Senior Vice President and Counsel at Lehman Brothers, where he advised the investment banking division on M&A, Capital Markets, Leveraged Finance and other corporate transactions, as well as the firm’s commitment and fairness opinion committees. Jonathan served the same role at Barclays after it acquired Lehman Brothers’ North American operation. He worked in private practice as a corporate attorney at Weil, Gotshal & Manages, LLP, focusing on capital markets.  He started his legal career at LeBouef Lamb, Greene & MacRae LLP.

Jonathan received his BS from the Ohio State University and his JD from the Benjamin N. Cardozo School of Law, Yeshiva University, where he graduated magna cum laude and was elected to the Order of the Coif. He is a member of the bar in New York.

 


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.


Mr. Fausten is a partner in Davis Polk’s Corporate Department, practicing in the Capital Markets Group. He is admitted to practice law in the State of New York, the High Court of Australia and the Supreme Court of Victoria and holds law degrees from New York University and the University of Melbourne, as well as a bachelors in engineering from the University of Melbourne.

Mr. Fausten represents a range of U.S. and non-U.S. corporate and financial institution clients on a wide variety of public and private capital markets transactions, including initial public offerings and other equity offerings, high-yield and investment-grade debt financings and equity-linked offerings. He also advises on governance, general corporate and securities law matters. He has experience across a range of industries, including biotech, consumer and retail, oil and gas, financial and technology.


Ms. Dircks joined Morgan Stanley in 2006. She is an Executive Director in the Equity Capital Markets Department and has been with the firm for 12 years; she has held positions across the Equity Syndicate desk and Healthcare Capital Markets.

 


Rob Evans, who most recently served as a senior official in the SEC’s Division of Corporation Finance, has extensive experience representing issuers and underwriters in public and private offerings of securities.

Formerly a partner at Shearman & Sterling LLP for more than two decades in the firm’s capital markets practice, Rob was Chief of the Office of International Corporate Finance in the SEC's Division of Corporation Finance.

A frequent speaker and writer on securities law, compliance and legal ethics, Rob is a member of the American Law Institute and the American Bar Association. He also serves on the Advisory Board of the Johns Hopkins Department of Psychiatry and Behavioral Sciences. Rob is a frequent contributor to the Locke Lord Capital Markets blog: www.capitalmarkets.lockelord.com.

Representative Experience

  • Advising on interpretation of SEC rules and rulemaking
  • Offerings of convertible securities and high yield debt securities
  • Initial public offerings
  • Development of new corporate finance products
  • Investment grade debt offerings as designated underwriters’ counsel
  • SEC and general corporate advice

Professional Affiliations and Recognitions

  • Member, American Bar Association
  • Member, American Law Institute
  • Member, New York State Bar Association

Publications and Presentations

  • Editor, Ethics Corner Column, Business Law Today (2013-2017)
  • Redemption Provisions in Investment Grade Corporate Debt Securities, Practising Law Institute, September 2014
  • Reducing the burden of disclosure for pubic biotech companies (with Mark Kessel) – Nature Biotechnology 32, 419-420, May 8, 2014
  • Navigating the On-Ramp and Beyond: Emerging Growth Companies Under the JOBS Act – Insights – The Corporate and Securities Law Advisor, Vol 26, June 2012
  • Practising Law Institute – regular panelist on Securities Regulation (2-3 times per year typically)
  • Practising Law Institute and New York State Bar Association seminars on Legal Ethics
  • SIFMA Annual Compliance and Legal Seminar – Panelist on Compliance Issues in Investment Banking
  • American Bar Association – Business Law Section – Annual Meeting September 2015 – Current Issues Impacting Indenture Trustees – Panelist
  • Working Group on Legal Opinions – Led Panel on Opinions in Securities Offerings (twice), taught at Bootcamp for Opinion Committee members