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Global Capital Markets & the US Securities Laws 2021


Speaker(s): Christina M. Thomas, David M. Lynn, Joan E. McKown, John Coates, Joseph P. Babits, Katayun I. Jaffari, Linda Chatman Thomsen, Linda E. Rappaport, Mary B. Tokar, Michael D. Mann, Michael S. Sackheim, Nicolas Grabar, Paul M. Dudek, Shagufa Hossain, Thomas W. Yang, Wayne E. Carnall
Recorded on: Apr. 7, 2021
PLI Program #: 307095

Christina Thomas is a partner in Mayer Brown’s Washington DC and New York offices and a member of the Capital Markets practice. Christina represents US and foreign companies, investment banks and sponsors on securities offerings, mergers and acquisitions, US Securities and Exchange Commission (SEC) disclosure requirements, shareholder proposals, and ESG matters.

Christina is a former senior advisor at the SEC, serving most recently as Counsel to SEC Commissioner Elad L. Roisman. In that role, she provided legal counsel to the Commissioner on his consideration of policy, regulatory, and enforcement matters.

She advised on SEC proposed and final rule amendments, interpretations, and guidance relating to, among other things, public company disclosure, the proxy voting process, and capital formation. Christina advised on major rulemakings, including modernization of Regulation S-K disclosure requirements, the update of statistical disclosures for bank and savings and loan registrants, amendments to financial disclosure requirements for acquired and disposed businesses, exemptions from the proxy rules for proxy voting advice, amendments to the shareholder proposal rule, extension of the “test-the-waters” accommodation to all issuers, amendments to the “accredited investor” definition, and harmonization of the exempt offering framework.

She also served as lead advisor on international securities law and policy. Prior to serving as counsel to the Commissioner, Christina was detailed to the US Department of the Treasury to advise on international securities law matters. She received the Secretary’s Honor Award in recognition of her contributions. Christina began her career at the SEC in its Division of Corporation Finance in the Office of Healthcare and Insurance (now Life Sciences). She also served as a reviewer on the SEC’s Shareholder Proposal Task Force and in the Office of Mergers and Acquisitions.


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.


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).


Mary Tokar was appointed to the International Accounting Standards Board (Board) in January 2013 and was reappointed for a second term in July 2017. Prior to joining the Board, Ms Tokar served as the global leader for KPMG’s International Financial Reporting Group, responsible for KPMG’s dialogue with global accounting regulators and standard-setters. 

At KPMG, Ms Tokar worked with engagement teams and clients in developed and emerging economies on their transition to and application of IFRS Standards. She served as a member of the IFRS Interpretations Committee from 2001 to 2007 and was a KPMG global leader for employee benefit and share-based payment accounting.

Previously, Ms Tokar worked at the US Securities and Exchange Commission (SEC) as the international senior associate chief accountant. Ms Tokar was the lead SEC representative for international accounting issues; she also chaired an international committee of securities regulators working on disclosure and accounting issues for the International Organization of Securities Commissions (IOSCO).

Ms Tokar holds an MBA from New York University’s Stern School of Business, US.


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.


Ms. Hossain represents private equity firms, investment banks and public and private companies in a variety of financing and other transactions, including cross-border and leveraged buyout transactions as well as debt and equity offerings. Her practice focuses on the areas of corporate finance, securities regulation and general securities and corporate matters. Ms. Hossain was previously seconded to the firm’s Hong Kong office where she represented foreign private issuers in a number of equity and debt offerings.

Prior to law school, Ms. Hossain was an analyst in the London office of an international investment bank. She is a member of the New York and District of Columbia bars. She is a member of Latham's Recruiting Committee and a former local leader of the Asian and Middle Eastern Lawyers Group.

Experience

Ms. Hossain's experience includes representing:

  • Group Nine Acquisition Corp. in its Initial Public Offering
  • The underwriters in the Initial Public Offering on the NYSE of VG Acquisition Corp.
  • SIG Combibloc Group AG in its Initial Public Offering listed on the SIX Swiss Exchange and subsequent sales by its private equity owner
  • Bandwidth in its Initial Public Offering listed on Nasdaq and Subsequent Follow-On Offering and Convertible Notes Offering
  • Multi Packaging Solutions International Limited in its Initial Public Offering listed on the NYSE
  • The underwriters in the Initial Public Offering listed on Nasdaq by PRA Health Sciences, Inc. listed on Nasdaq
  • Opendoor Technologies Inc. in their de-SPAC business combination with Social Capital Hedosophia Holdings Corp. II
  • KLDiscovery Inc. in their de-SPAC business combination with Pivotal Acquisition Corp.
  • Clarivate Analytics Plc in their de-SPAC business combination with Churchill Capital Corp.
  • Nesco Holdings Inc. in its high yield notes offering
  • The initial purchasers in connection with high yield notes offered by JELD-Wen
  • The initial purchasers in connection with investment grade notes offered by Molina Healthcare, Inc.


Ms. Jaffari is Chair of the Corporate Governance and Securities group at Cozen O'Connor.  Recognized as a leader in the fields of corporate governance and securities, Ms. Jaffari devotes her practice to advising boards of directors with respect to governance matters and handling complex securities transactions for businesses in a variety of industries. Advising clients in deals that have reached the multibillion-dollar range, Ms. Jaffari has broad experience in corporate finance, compliance, and internal investigations, representing special committees of public company boards. Her practice includes business counseling, capital-raising, and mergers and acquisitions. She currently serves, on a pro bono basis, as Special Corporate Counsel, on behalf of Cozen O'Connor, to DirectWomen, a nonprofit whose mission is to increase the number of women on corporate boards.

Ms. Jaffari has been named “Best of the Bar” and a “Woman of Distinction” by the Philadelphia Business Journal.  She was selected as the “Star Influencer” for SmartCEO’s Centers of Influence Awards.  Ms. Jaffari has been named a Pennsylvania "Super Lawyer" for securities and corporate finance, to SmartCEO’s Legal Elite as a go-to attorney for business legal advice, one of Philadelphia's "40 Under 40" by Philadelphia Business Journal, and one of Pennsylvania's "Lawyers on the Fast Track" by American Lawyer Media.  The Philadelphia Bar Association’s Business Law Section honored her with the Committee of the Year Award and Chair of the Year Award.  Ms. Jaffari also is the recipient of the Adjunct Teaching Award for Excellence in the Classroom, Legal Studies, Fox School of Business at Temple University.

Ms. Jaffari believes in public service and has taken an active role in the community. Honored as a Distinguished Advocate by the Support Center for Child Advocates, Ms. Jaffari has been fulfilling her commitment to pro bono service by representing abused and neglected children for over twenty years.  She is the recipient of the First Judicial District's Roll of Honor by the District's Pro Bono Committee.  In addition, she is active in the Corporate Governance Committee of the American Bar Association’s Business Law Section and serves Co-Chair of the Governance and Sustainability Subcommittee and Chair of Diversity in The Boardroom Task Force.  She has also served on and as Chair and Vice Chair of the Board of Governors of the Philadelphia Bar Association where she previously served as Chair of the Business Law Section of the Association among other positions.  She has served on and continues to serve on many non-profit organizations nationally and locally.  She is an adjunct professor at Temple University, Fox School of Business. 

Ms. Jaffari is a graduate of George Washington University Law School (J.D.), and she holds degrees from Temple University (M.B.A., with honors, and B.B.A., summa cum laude).

 


Ms. Rappaport is Of Counsel at Shearman & Sterling LLP, an international law firm headquartered in New York, having been a partner at the firm for over 30 years. As a lawyer, she focuses on executive compensation and corporate governance. She currently serves as the Chair of the Board of Trustees of The New School. Her not-for-profit activities have also included membership on the boards of the Legal Aid Society, the New York Women’s Foundation, and Wesleyan University.


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.


PricewaterhouseCoopers:

Wayne leads the service delivery for the Foreign Private Issuer practice in PwC’s SEC Services Group – which is part of the National Professional Services Group.  Wayne is currently a consultant for PwC after retiring from the partnership in 2019. He supports international clients in addressing complex accounting - both IFRS and US GAAP - and reporting matters including those that are unique to the SEC regulatory requirements. He is a member of the Firm’s SEC Leadership Team. He is a member of the AICPA International Practices Task Force, the Board of Directors of the Association of SEC Alumni and the Advisory Board of PLI’s SEC Institute. 

From 2011 to 2019, Wayne was a partner in PwC’s SEC Services Group supporting both domestic and international clients on resolving complex accounting and financial reporting issues. He developed PwC’s position and published guidance on various SEC reporting matters. He met with boards of directors, audit committees, external legal counsel and company executives to advise on complex or contested financial reporting situations and develop a course of action.  Wayne was named to the 2013 Global Accounting Power 50 by the International Accounting Bulletin.

From 1997 to 2007, Wayne was a Partner in PwC’s SEC Services Group and for most of this time led the Foreign Private Issuer practice.  He assisted clients and engagement teams in addressing US GAAP, PCAOB standards and SEC reporting issues primarily for FPIs.  Wayne was also responsible for publishing the Firm’s policies and procedures on matters relating to US GAAP, PCAOB standards and SEC reporting matters relating to FPIs and developing training for partners and staff outside of the US. Wayne was a member of the following groups: AICPA International Practices Task Force; PwC Global International Financial Reporting Standards Board; PwC Global 404 Steering Committee.

From 1981 to 1991, Wayne held various positions including senior manager and worked on public and non-public companies in various industries.

US Securities and Exchange Commission – Division of Corporation Finance:

From 2007 to 2011, Wayne was Chief Accountant of the Division of Corporation Finance where he was responsible for planning and developing policies programs, procedures, and training relating to financial reporting matters with respect to the work of the Division. He rendered decisions on financial reporting matters relating to the public companies that file with the SEC. He was responsible for guidance published by the Division on financial reporting matters including the Financial Reporting Manual and Compliance and Disclosure Interpretations relating to financial reporting matters.  Wayne jointly authorized the issuance of Staff Accounting Bulletins and assisted in drafting a number of Commission rules on a variety of subjects. He worked with the FASB, EITF, PCAOB and IASB in addressing issues of mutual interest. He also served as an observer to the PCAOB’s Standing Advisory Group.

From 1991 to 1997, Wayne held various positions including Associate Director, Deputy Chief Accountant, Associate Chief Accountant and Staff Accountant.  He was a member of the Senior Executive Service and was a recipient of the Andrew Barr Award.

Publications:

Wayne has published articles in several professional magazines on SEC reporting matters and other accounting/auditing matters including: Accountancy in the UK, Contaduria Publica in Mexico; Der Schweizer Treuhander in Switzerland and The CPA Journal. He is a former member of the Editorial Advisory and Review Board for Accounting Horizons.

Education:

Wayne is a graduate of Alfred University and is a Certified Public Accountant in New Jersey. 


Mr. Coates is General Counsel at the U.S. Securities and Exchange Commission (SEC). Prior to joining the SEC, Mr. Coates was the John F. Cogan Professor of Law and Economics at Harvard University, where he also served as Vice Dean for Finance and Strategic Initiatives.  Before joining the faculty at Harvard, Mr. Coates was a partner at Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and financial institutions. He has testified before Congress and provided consulting services to the U.S. Department of Justice (DOJ), the U.S. Department of Treasury, the New York Stock Exchange, and participants in the financial markets, including hedge funds, investment banks, and private equity funds. He served as a DOJ-appointed independent monitor for a large, systemically important financial institution and as an independent consultant to the SEC in one of the first “Fair Fund” distributions. Mr. Coates also served on the SEC’s Investor Advisory Committee, where he chaired the Investor-as-Owner Subcommittee. Mr. Coates received his law degree from New York University Law School and his Bachelor of Arts with highest distinction from the University of Virginia. 


Michael Sackheim is senior counsel in the New York office of Sidley Austin LLP where he concentrates on derivatives regulatory, transactional and enforcement matters.  Michael is a past Chair of the New York City Bar Derivatives Regulation Committee, and he is the managing editor of Futures & Derivatives Law Report (Thomson Reuters, publ.).  Michael is also the co-editor of a new legal treatise, The Virtual Currency Regulation Review (November 2018, Law Business Research Ltd).


Thomas W. Yang is Managing Director and Associate General Counsel at Bank of America and is co-head of the global team of attorneys that covers the Debt Capital Markets and Equity Capital Markets groups worldwide.  Mr. Yang focuses on both debt capital markets and equity capital markets transactions, as well as U.S. and international regulatory and policy matters affecting the securities industry.  Mr. Yang is the chair of the Primary Markets Committee of the Securities Industry and Financial Markets Association (SIFMA) and is a member of the Corporate Financing Committee of the Financial Industry Regulatory Authority (FINRA).  Prior to joining Bank of America, Mr. Yang was a Director and Counsel in the Transactions Advisory Group at Credit Suisse First Boston from 2000 to 2005 and had practiced law with the firm of Brown & Wood LLP prior to then.