Skip to main content

Private Placements and Hybrid Securities Offerings 2021


Speaker(s): Andrew L. Fabens, Anna T. Pinedo, Bonnie J. Roe, Bradley A. Jacobson, Carlos I. Gonzalez, Cathleen E. McLaughlin, Charles E. Torres, Christopher H. Giampapa, David A. Donohoe, Jr., Jay H. Knight, Jennifer A. Zepralka, Kalli Dircks, Lona Nallengara, Lori E. Arz, Marcel R. Fausten, Marlon Paz, Michael D. Golden, Minh Le, Nicolas Grabar, Nikolai Utochkin, Raphael M. Russo, Robert Evans III, Sara Hanks, Stuart D. Fishman, Suzanne Rothwell, Thomas Holden, Tymour A. Okasha
Recorded on: Apr. 19, 2021
PLI Program #: 307100




Brad Jacobson is a principal shareholder and Co-Chair of 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. 


Andrew L. Fabens is a partner in the New York office of Gibson, Dunn & Crutcher.  Mr. Fabens is Co-Chair of Gibson Dunn’s Capital Markets Practice Group and is a member of Gibson Dunn’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, Chambers Global:  The World’s Leading Lawyers for Business, The Legal 500 US, IFLR1000 and Legal Media Group’s Expert Guides Guide to the World’s Leading Banking, Finance and Transactional Lawyers.

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 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 and specialty 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.

In the derivatives area, Anna counsels a number of major financial institutions acting as dealers and participants in the commodities and derivatives markets. She advises on structuring issues as well as on regulatory issues, including those arising under the Dodd-Frank Act. Her work focuses on foreign exchange, equity and credit derivatives products, and structured derivatives transactions. Anna has experience with a wide range of transactions and structures, including collars, swaps, forward and accelerated repurchases, forward sales, hybrid preferred stock and off-balance sheet structures. She also has advised derivatives dealers regarding their Internet sites and other Internet and electronic signature/delivery issues, as well as on compliance matters.

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 the leading capital markets treatise, Corporate Finance and the Securities Laws, published by Wolters Kluwer (6th Ed., updated 2020); co-author of A Deep Dive Into Capital Raising Transactions, published by the International Financial Law Review (2020); co-author of JOBS Act Quick Start (International Financial Law Review, 2013; updated 2014, 2016); 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 (International Financial Law Review, 2012; updated 2014, 2016); co-author of Liability Management: An Overview (International Financial Law Review, 2011, updated 2015); co-author of Structuring Liability Management Transactions (International Financial Law Review, 2018); 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, third ed. 2016, fourth ed. 2020). Anna is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012, updated 2020), 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 is a member of the American Bar Association's (ABA) Committee on the Federal Regulation of Securities, a member of the subcommittee on Disclosure and Continuous Reporting, chair of the subcommittee on Securities Registration, chair of the subcommittee on Annual Review, and a member of the task force on the future of securities regulation.

She has participated in the drafting committee for the ABA's comment letters on such topics as securities offering reform, revisions to the definition of accelerated filer and smaller reporting company, amendments to the accredited investor definition; amendments to the exempt offering framework; and various JOBS Act-related and disclosure effectiveness related matters. Anna also is a member of the ABA Committee on the Regulation of Futures and Derivatives Instruments. Anna is a chair of the Structured Products Association Legal, Regulatory and Compliance Executive Committee. She is a member of the Mortgage Bankers Association's Mortgage REIT Council and a member of the MBA's Secondary & Capital Markets Committee.

Anna is an adjunct professor at the George Washington University School of Law and member of the George Washington University Center for Law, Economics & Finance Advisory Board. She is a member of the Visiting Committee of the Law School of the University of Chicago. Anna was a member of the University of Chicago Legal Forum during her time at the University of Chicago Law School.



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 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.


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)


Jay Knight is head of the firm’s Capital Markets Subgroup. His practice focuses on securities offerings, mergers and acquisitions, real estate capital markets, structured finance, and the general representation of public companies and underwriters. Since his return to private practice in 2012 after having served five years in the Securities and Exchange Commission’s (SEC) Division of Corporation Finance, Jay has represented both issuers and underwriters in connection with initial public offerings (IPOs), follow-on and secondary offerings, at-the-market (ATM) programs, tender offers, and mergers and acquisitions, involving companies in a wide range of industries, including healthcare, real estate (REITs), retail, life sciences, defense and restaurant, among others. During this time, he has also led a team that has served as counsel on more than 100 structured finance transactions with collateral valued in excess of $100 billion.

Jay is nationally recognized in the securities bar and currently serves as the vice chair of the American Bar Association’s Federal Regulation of Securities Committee with approximately 2,500 members. He previously served as chair of its Annual Review of Securities Law Subcommittee.  Jay has also been interviewed, published or quoted by numerous national news outlets on securities issues, including by The Wall Street Journal, The New York Times, American Banker, The Corporate Executive, Law360, CFO.com and others.

Prior to joining Bass Berry & Sims, Jay served in several positions in the Division of Corporation Finance at the SEC over a period of approximately five years, most recently serving as Special Counsel in the Office of Structured Finance and as a member of the Dodd-Frank Implementation Team.  Also while at the SEC, Jay served as an attorney-adviser in Disclosure Operations in the Division of Corporation Finance where he reviewed public company filings for compliance with federal securities laws and regulations and communicated with issuers and their counsel to identify and resolve complex disclosure issues. He also gained experience in shareholder proposals as a result of twice being selected a member of the Shareholder Proposals Task Force. Prior to joining the SEC in 2007, Jay was a corporate and securities attorney at a law firm in Cincinnati, Ohio.

In 2010, Jay served as an adjunct professor at George Mason School of Law and co-taught Securities Regulation and Law with Broc Romanek, Editor, thecorporatecounsel.net.


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. 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.


Marlon Paz is head of Mayer Brown’s Broker-Dealer Regulation & Compliance practice. He counsels broker-dealers and other financial services firms in matters related to securities regulation, SEC and FINRA enforcement, internal investigations and examinations, and compliance. Marlon also provides advice with respect to acquisitions of securities broker-dealers and investment advisers.

Marlon is regularly engaged in complex matters for his substantive expertise in a variety of regulatory issues under SEC, FINRA, and SRO rules, on matters concerning “status” and registration requirements, particularly Rule 15a-6; financial responsibility issues; short sale regulation; automated trading and risk; sales practice rules; privacy; Regulation ATS considerations; Regulation M considerations; soft-dollar matters; clearance and settlement issues; credit rating agency regulations; insider trading policies and procedures; and rules relating to self-regulatory organizations (SROs). Marlon was one of the key people involved in these rulemaking initiatives, during his six-year tenure at the Securities and Exchange Commission. Marlon played a key role in developing the SEC’s positions on many important regulatory and enforcement matters.

Marlon has spent a number of years in private practice, focusing on complex securities litigation, corporate and fiduciary litigation, and corporate finance matters. In addition, Marlon served as the Principal Integrity Officer of the Inter-American Development Bank, where he led a team of lawyers and investigators in the development, investigation and prosecution of fraud and corruption cases, and had oversight over compliance procedures relating to issues such as integrity due diligence, anti-money laundering, offshore financial centers, and the Office of Foreign Assets Control Specially Designated Nationals List.

Marlon is a member of the adjunct faculty of Georgetown University Law Center, where he teaches courses on US regulation of financial institutions and securities markets, securities law and the internet, and international business litigation. In addition, Marlon is a frequent speaker on federal securities law issues.

Marlon serves as the Chair of the Trading and Markets subcommittee of the Business Law Section of the American Bar Association and as the General Counsel to the District of Columbia Bar, the largest mandatory association of lawyers in the United States. He has been recognized as one of the “100 Most Influential U.S. Hispanics” by Hispanic Business Magazine. He is a past president of the Hispanic Bar Association of D.C. and a former national vice-president of the Hispanic National Bar Association. He has been honored with the Leadership Award from the Hispanic National Bar Foundation and appointed an ambassador by the American Bar Association Business Law Section.


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 manages the Department’s Private Placement Review program which conducts regulatory oversight of broker-dealer participation in retail 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). For the past 19 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 the filing program, Minh was a manager in the Department’s Public Offerings Review program, which is responsible for regulating underwriting terms and arrangements in public offerings.  He also handled interpretive and exemption requests made to the Department.

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

 

 


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.

 


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.


Rob Evans is Co-Chair of Locke Lord’s Capital Markets Group. He 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
  • Member of 2021 Law360 Capital Markets Advisory Board

Publications and Presentations

  • Underwriters Do Not Use Green Shoe Options to Profit from IPO Stock Pops - HLS Forum on Corporate Governance, Feb. 26, 2021
  • Taught Ethics for Corporate and Securities Lawyers as an adjunct at the University of Pennsylvania Carey Law School in 2019 and 2020
  • Editor, Ethics Corner Column, Business Law Today (2013-2017)
  • 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

 


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.


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.


 

PRACTICES

Corporate

Capital Markets & Securities

Corporate Governance

EDUCATION

J.D., Harvard Law School, 1994
cum laude

B.A., Amherst College, 1989
magna cum laude

Related Regions

Asia, Europe, India

RECOGNITION

The Legal 500

A partner in the Corporate Department, Raphael M. Russo focuses on capital markets and corporate finance as well as the representation of public companies and investors.

EXPERIENCE

As a member of the Securities Practice Group, Ray has represented issuers and underwriters in connection with initial public offerings, secondary offerings and Rule 144A debt offerings. His transaction experience includes offerings for both domestic and foreign issuers. He also regularly advises issuers and investors in connection with restructurings, recapitalizations and shareholder activism. Ray is recognized by The Legal 500 in Capital Markets.

As part of his domestic and international issuer practice, Ray advises public companies on a range of corporate governance and disclosure issues. He also helps senior management and significant shareholders of public companies implement liquidity and monetization strategies.

He represents financial institutions on transactional and regulatory matters and also provides advice on trading and compliance issues to investment managers.

Ray is a member of the Association of the Bar of the City of New York and has served as a member of its Securities Regulation Committee and Financial Reporting Committee. He is also a member of the Practising Law Institute’s Corporate and Securities Law Advisory Committee. He serves as a trustee for the American Red Cross in Greater New York, where he is a member of the Executive Committee.


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.


Chris is the general counsel of EquityZen, a leading online marketplace for investors and shareholders in alternative assets.  Founded in 2013, EquityZen has worked with over 250 private, pre-IPO companies and more than 13,000 investors.  At EquityZen, Chris serves on the executive team, where he advises on strategy, new product development, and operations, including for EquityZen’s broker-dealer and investment advisor subsidiaries. 

Before joining EquityZen, Chris was an attorney at Paul, Weiss, Rifkind, Wharton & Garrison LLP and Schulte Roth & Zabel LLP, where he focused on securities, litigation and regulatory matters for financial services and technology clients.  Chris is a 2000 graduate of Harvard Law School and 1997 graduate of Amherst College.  He clerked for the Honorable Naomi R. Buchwald in the Southern District of New York.  Chris enjoys running, skiing, biking, cooking and reading with his two sons.


Jennifer Zepralka is the Chief of the Office of Small Business Policy in the U.S. Securities and Exchange Commission’s Division of Corporation Finance.  The office assists companies seeking to raise capital through exempt or smaller registered offerings, and participates in and reviews SEC rulemaking and other actions that may affect small businesses. 

Before joining the Office of Small Business Policy in 2018, Ms. Zepralka was a partner in the Transactional and Securities Departments at Wilmer Cutler Pickering Hale and Dorr LLP, where she focused on federal securities law compliance, disclosure and corporate governance issues.  Ms. Zepralka previously worked in the Division of Corporation Finance as Senior Special Counsel to the Director of the Division of Corporation Finance from 2009 to 2013.  Prior to first joining the SEC staff, she was an associate and counsel at WilmerHale in New York and Washington, DC and an associate at Allen & Overy in London.

Ms. Zepralka received her law degree from the University of Pennsylvania Law School and B.A. from Dartmouth College.


Lori Arz is an Executive Director and Assistant General Counsel in J.P. Morgan Chase’s Legal Department where she supports Equity Capital Markets (including Private 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 Pelham, 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.

 


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 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. 


Michael Golden is Managing Counsel in the Wells Fargo Legal Department and manages a team providing coverage for the equity capital markets, mergers and acquisitions, and research businesses of Wells Fargo Securities. He joined Wells Fargo in 2006 and is based in New York City. Prior to joining Wells Fargo, Mike practiced with the law firm of Sidley Austin. 


Thomas focuses his practice on representing public companies, private investment funds, investment banks and universities in public offerings, private financings and business combinations. In addition, Thomas counsels public company and hedge fund clients on a wide range of securities law compliance and governance issues. His clients have included Bain Capital, TPG, Silver Lake Partners, Canada Goose, Blue Coat Systems, Petco, Jones Snowboards, Wright Medical Group, Novavax, Ironwood Pharmaceuticals, Pfizer, Putnam Investments, Dragoneer, Stanford University, Harvard Management Company and many of the world’s leading investment banks.