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Regulation A+ (Section 3(b)(2)) Offerings: Stepping Stone to IPO, or IPO Alternative?


Speaker(s): Anna T. Pinedo, Marty Dunn
Recorded on: Jan. 14, 2014
PLI Program #: 55030

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.


Martin Dunn is senior of counsel based in Morrison & Foerster’s Washington, D.C. office. Prior to his career in private law, Mr. Dunn spent 20 years at the U.S. Securities and Exchange Commission, having served as Chief Counsel, Deputy Director and Acting Director of the SEC’s Division of Corporation Finance, as a highly respected counselor to public companies. Mr. Dunn “is an immensely respected regulatory expert… He provides high-end securities counseling on regulatory compliance and transactional matters.” as noted in Chambers USA.

Fortune 500 clients turn to Mr. Dunn for his skillful counsel on critical issues they face. He offers a unique insider's perspective and clients admire his ability to apply practical guidance to situations that they face every day. He provides guidance on corporate governance and securities laws to newly formed publicly traded companies as well as to established ones. Mr. Dunn counsels companies through the public offering process, including compliance with the SEC requirements and responses to SEC comments.

In his role with the SEC, Mr. Dunn supervised the Corporation Finance Division’s Offices of Chief Counsel, Chief Accountant, Mergers and Acquisitions, International Corporate Finance, Rulemaking, Small Business and Enforcement Liaison. He oversaw many of the SEC’s most significant initiatives on disclosure, governance and capital-raising, including reforming the securities offering process, updating Rule 144, implementing the Sarbanes-Oxley Act, adopting the plain English requirements for prospectuses, implementing electronic proxy delivery, and easing exempt and registered capital formation for small businesses.

Mr. Dunn is top ranked by Chambers USA in the area of Securities Regulation: Advisory, noting that he is a “‘preeminent securities lawyer’ and a ‘true expert’ in the field when it comes to advising on SEC regulation and corporate governance issues” (Chambers USA 2016). He has also been named a recommended lawyer by Legal 500 US for Capital Markets in Debt Offerings, Equity Offerings and High-Yield Offerings and is recognized by Who’s Who Legal: M&A and Governance 2019 as a Corporate Governance Lawyer. During his career at the SEC, he was the recipient of numerous awards, such as the SEC Capital Markets Award, SEC Regulatory Award, SEC Law and Policy Award, SEC Chairman’s Award for Excellence, and the Federal Bar Association’s Philip A. Loomis, Jr. Award.

Mr. Dunn is frequently sought after to speak, write and comment on securities law topics. He is co-editor of the widely read newsletter, The Corporate Counsel a premier publication in the field. He is on the Executive Committee of the Northwestern University School of Law’s Securities Regulation Institute, a past Chair of the Northwestern University School of Law’s Ray Garrett Jr. Corporate and Securities Law Institute, and the University of Texas School of Law’s Conference on Securities Regulation and Corporate Law, and has been on the faculty of the ALI CLE’s Regulation D and Private Placements Conference for more than 20 years. Mr. Dunn also speaks frequently as a member of the faculty of the Practising Law Institute.

Mr. Dunn served as Co-Chair of the Nasdaq Listing and Hearing Review Council and he has been an adjunct professor at Georgetown University Law Center and the University of Maryland School of Law.