Skip to main content

Global Capital Markets & the U.S. Securities Laws 2015


Speaker(s): Alison M. Fuller, Barbara A. Stettner, Carmen J. Lawrence, Jean-Paul Bureaud, Jill Fisch, Joan E. McKown, Joseph P. Babits, Keir D. Gumbs, Martin P. Dunn, Mary B. Tokar, Michael D. Mann, Nicolas Grabar, Paul Leder, Susan C. Ervin, Thomas W. Yang, Wayne E. Carnall, Z Julie Gao
Recorded on: May. 29, 2015
PLI Program #: 58899

Alison Fuller regularly counsels investment companies, investment advisers and independent trustees on federal and state securities law matters.

Some of the matters on which Alison has assisted clients include:

  • launch and creation of board oversight techniques for funds using derivatives and alternative investment strategies
  • §obtaining no-action, interpretive and exemptive relief from the Securities and Exchange Commission and its staff
  • developing compliance programs, including regarding asset segregation and the treatment of derivatives
  • derivatives, valuation and other mock audits

Alison worked at the U.S. Securities and Exchange Commission for 10 years, including eight years as Assistant Chief Counsel in the Division of Investment Management.

While at the SEC, Alison worked on more than 80 substantive no-action letters and helped develop key positions on matters involving the investment management industry, including:

  • affiliated transactions involving funds (e.g., redemptions and purchases in kind)
  • the status of unique investment products and commodity pools as investment companies
  • assignments of advisory contracts

Alison also represented the Division of Investment Management on IOSCO’s Standing Committee 5, which addresses the regulation of investment companies in the global markets.

RECOGNITIONS

  • Chambers USA: America's Leading Lawyers for Business, listed for nationwide investment funds: registered funds
    • Chambers noted that clients praised Alison for being “very personable” and “able to quickly and effectively analyze and solve difficult legal issues”
  • The Best Lawyers in America
  • Award for supervisory excellence while at SEC
  • SEC’s Capital Markets Award as a member of the Asset-Backed Securities Rulemaking Team and as a member of the Sept. 11, 2001 Recovery Team


Carmen Lawrence is a partner in King & Spalding's Special Matters and Government Investigations practice group.

Ms. Lawrence's practice focuses on representing parties in investigations and litigations conducted primarily by the US Securities and Exchange Commission, US Commodity Futures Trading Commission, US Department of Justice, self-regulatory organizations and state securities regulators, conducting internal investigations, providing crisis management advice to public and private companies and counseling public companies and regulated entities (broker-dealers and investment advisers) on their obligations under the federal securities laws.

From 1996 until June 2000, Ms. Lawrence was the Regional Director for the SEC's Northeast Regional Office (covering 14 states and the District of Columbia), where she oversaw all enforcement and regulatory operations in the SEC's largest region.  Some of the SEC's most significant cases were brought by the Northeast Regional Office under Ms. Lawrence's leadership.

Before her appointment as regional director, from 1990 through  1995, Ms. Lawrence served as Senior Associate Regional Director, heading up the Northeast Regional Office's Enforcement Division.  From  1981 to 1989, she served in various staff and senior positions in the Enforcement Division.

Ms. Lawrence has spoken extensively and participates in numerous continuing legal education programs for federal securities law matters.

Memberships

  • Co-Chair, Sub-Committee on SEC Enforcement and Civil Litigation of the American Bar Association Business Law Section
  • Trustee, Practising Law Institute
  • Member, American Bar Association
  • Member, Federal Bar Council
  • Trustee, Southern Vermont College

Awards & Recognition

  • Ms. Lawrence received numerous awards during her tenure at the SEC, including the Equal Employment Opportunity Award in 1998; the Presidential Distinguished Executive Award in 1995; the Stanley Sporkin Award in 1993; and the Irving M. Pollack Award, presented to an enforcement lawyer exhibiting leadership, integrity and intellect, in  1990.
  • Ms. Lawrence is consistently recognized by Chambers USA: America's Leading Lawyersfor Business as a leading individual for Securities Regulation and for Litigation : White-Collar Crime & Government Investigations. She is consistently recognized by Legal 500 in Litigation: White-Collar CriminalDefense, and is additionally recognized in Financial Services: Litigation. She is also consistently recognized by Benchmark: Litigation as a New York Litigation Star. She was named to Securities Docket's inaugural "Enforcement 40" list of top SEC enforcement lawyers in 2013.

Education

  • J.D., University of Michigan Law School, 1981
  • B.A., Cornell University, 1978


EXPERIENCE HIGHLIGHTS

Global automotive parts company successfully defends potential adverse administrative action by federal government

CEO of information technology company resolves SEC investigation Pro bono client wins in D.C. Superior Court Housing Conditions Court

HONORS & DISTINCTIONS

Recipient of the SEC's: Law and Policy Award (2010)

Distinguished Service Award, which is the highest honor the agency bestows on an individual (2004)

Stanley Sporkin Award, which recognizes SEC staff who have made exceptionally tenacious and insightful contributions to the enforcement of the federal securities laws (1994)

EDUCATION

Drake University (J.D. with honors 1983; Order of the Coif; Law Review); Vanderbilt University (B.A. 1980)

BAR ADMISSIONS

District of Columbia, Missouri, and Illinois

CLERKSHIPS

Law Clerk to Senior Judge J. Smith Henley, U.S. Court of Appeals, Eighth Circuit (1984-1986)

GOVERNMENT SERVICE

Served with the U.S. Securities and Exchange Commission (1986-2010) in various positions, including Branch Chief and Assistant Director before being named Chief Counsel of the Division of Enforcement in 1993.


Joan McKown's practice focuses on investigations, enforcement actions, and other proceeding with U.S. and foreign regulators. She also counsels financial institutions, boards, corporations, and individuals on issues related to the U.S. Securities and Exchange Commission, as well as corporate governance, compliance, and ethics matters.

Joan recently represented corporations and corporate officers in SEC investigations involving corporate disclosure, books and records, internal controls, insider trading, and the FCPA.

Prior to joining Jones Day, Joan was the longtime chief counsel of the Division of Enforcement at the SEC. During her 24-year career at the SEC, she played a key role in establishing enforcement policies at the agency and worked closely with the Commission and senior SEC staff. Her substantive experience extends across the full range of Division of Enforcement matters including corporate disclosure, insider trading, investment companies and investment advisors, broker dealers, and the FCPA. She oversaw the drafting of the Enforcement Division Manual and played a significant role in recent organizational changes in the Division.

Joan also served as a key liaison between the Division of Enforcement and other regulatory authorities including the Department of Justice, Commodities Futures Trading Commission, federal banking regulators, and state securities regulators. She led Wells meetings and settlement negotiations of thousands of SEC enforcement matters.

Joan frequently lectures on SEC topics related to Enforcement, Dodd-Frank, financial institutions, disclosure, FCPA, and insider trading. She is a member of the board of trustees of the Legal Aid Society of the District of Columbia.


Jill E. Fisch is Perry Golkin Professor of Law and co-director of the Institute for Law and Economics at the University of Pennsylvania Law School where she teaches and writes on corporate law, corporate governance and securities regulation.  Profesor Fisch’s scholarship has appeared in a variety of publications including the Harvard Law Review, the Yale Law Journal, the Columbia Law Review, the University of Pennsylvania Law Review and the Cornell Law Review.  Recent research focuses on shareholder voting, money market fund regulation, and securities fraud litigation.  Professor Fisch is also engaged in a series of experimental projects that analyze retail investor decision-making; an article reporting the initial results of this research was published in the University of Pennsylvania Law Review.

Prior to joining Penn, Professor Fisch was the T.J. Maloney Professor of Business Law at Fordham Law School and Founding Director of the Fordham Corporate Law Center.  She has also served as a visiting professor at Harvard Law School, Columbia Law School and the Georgetown University Law Center. 

Professor Fisch practiced law as a trial attorney with the United States Department of Justice, Criminal Division, and an associate at the law firm of Cleary, Gottlieb, Steen & Hamilton.  She is a member of the American Law Institute.  She chaired the Committee on Corporation Law of the Association of the Bar of the City of New York and the sections on Securities Regulation and Business Associations of the Association of American Law Schools.  She received her B.A. from Cornell University and her J.D. from Yale Law School.   


Keir Gumbs is a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos. 

Keir is recognized as a leading authority on securities regulation and corporate governance who represents a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations.


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 2013.

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 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 Practicing Law Institute.

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


Mary Tokar
Member, International Accounting Standards Board

Appointed: 7 January 2013
Term expires: 30 June 2017
Geographical allocation: North America

 

Ms Tokar is a highly-respected figure in the field of international financial reporting. Prior to joining the IASB, she served as the global leader for KPMG’s International Financial Reporting Group, leading KPMG’s dialogue with the global accounting regulatory and standard-setting communities. Ms Tokar has significant experience in the application of International Financial Reporting Standards (IFRSs) in both developed and emerging economies, having worked in KPMG’s global IFRS group with engagement teams and clients around the world in their transition to and application of IFRSs. She served as a member of the IFRS Interpretations Committee between 2001 and 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 Senior Associate Chief Accountant, International, in the Chief Accountant’s Office. At the SEC Ms Tokar was the lead SEC representative for international accounting issues, and she chaired an international committee of securities regulators working on disclosure and accounting issues for the International Organization of Securities Commissions (IOSCO).


Michael D. Mann established RK&O’s Washington, D.C. office in 1996. Mr. 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 and Sarbanes-Oxley Acts. Examples of Mr. Mann’s recent representations include:

  • Representation of Audit and Governance Committees of Boards of Directors of US and foreign private issuers in connection with allegations of violations of the US securities laws;
  • Representation of senior officers of U.S. and foreign issuers and hedge funds in connection with SEC investigations and regulatory inquiries in matters involving securities trading, accounting and disclosure, the operation and establishment of internal controls under the Sarbanes-Oxley Act and the application of the Foreign Corrupt Practices Act; and
  • On-going advice to hedge funds and financial institutions in connection with the development of comprehensive compliance programs to address regulatory obligations imposed by U.S. and foreign securities laws and regulations.

Prior to entering private practice, Mr. Mann served as an attorney at the U.S. Securities and Exchange Commission, including seven years as the first Director of the Office of International Affairs, and prior to that as Associate Director of the Division of Enforcement. Mr. Mann established the key formal and informal regulatory and enforcement relationships between the SEC and its foreign counterparts throughout the world. Mr. Mann also led the SEC’s development of new regulatory approaches to facilitate access to the U.S. securities markets through cross-border securities offerings.

Mr. Mann has been recognized since 2009 as a “Leading Individual” in the area of Securities Regulation and Litigation by Chambers USA: America's Leading Lawyers for Business.  Mr. Mann was also recognized in the area of Securities Law by The Best Lawyers in America®, which 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."  He is also 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.

PRACTICE AREAS

Civil Litigation

Corporate and Business Transactions

Regulation and Compliance

Securities Enforcement, Internal and Government Investigations and Criminal Defense

EDUCATION

Antioch School of Law, J.D., 1981

Hampshire College, B.A., 1975

BAR AND COURT ADMISSIONS

New York

District of Columbia


Nicolas Grabar is a partner based in the firm’s New York office. His practice focuses on advising sovereigns and large corporates as they address international capital markets. He plays a primary role in the firm’s work for clients including leading Mexican and Brazilian companies, several Fortune 100 companies and global investment banks.

Nick 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. His broad expertise includes dealing with the Securities and Exchange Commission in connection with Exchange Act reporting, securities offerings, and financial reporting.

Most recently, Nick represented The Federative Republic of Brazil in its $1.5 billion SEC-registered bond offering, marking Cleary’s first representation of the sovereign in the international capital markets, and the United Mexican States in introducing the new generation of collective action and ranking clauses for sovereign bonds. He regularly advises Latin American corporates in their international borrowings and other matters, including América Móvil, BNDES and Vale, among others. Over the past year, Nick has also been one of the lead partners representing longstanding client Petrobras in its SEC reporting, corporate governance, litigation and financing matters, including over $13 billion in debt capital markets transactions.

Nick was recognized by Latin Lawyer as the 2016 “International Lawyer of the Year” and in 2011 as a “Dealmaker of the Year” by The America Lawyer. He is repeatedly recognized as one of the world’s best capital markets lawyers by Chambers Global, Chambers USA, Chambers Latin America, IFLR1000: The Guide to the World's Leading Financial Law Firms, The Legal 500 U.S., The Legal 500 Latin America, Latin Lawyer 250, The International Who's Who of Business Lawyers, and The International Who’s Who of Capital Markets Lawyers.


PricewaterhouseCoopers:

Wayne re-joined the Firm in 2011 as a partner in the National Professional Services Group and supports US and International clients in addressing complex accounting and reporting matters including those that are unique to the SEC regulatory requirements. He is a member of the Firm’s SEC Leadership Team. Wayne was named to the 2013 Global Accounting Power 50 by the International Accounting Bulletin. He is a member of the Board of Directors of the Association of SEC Alumni and the Advisory Board of PLI’s SEC Institute.

From 1997 to 2007, Wayne was a Partner in the National Professional Services Group where he assisted clients and engagement teams in addressing US GAAP, PCAOB standards and SEC reporting issues primarily for non-US companies. He was also responsible for publishing the Firm’s policy and procedures on matters relating to US GAAP, PCAOB standards and SEC reporting matters relating to non-US companies, 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. He has worked on many Fortune Global 500 companies.

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, in conjunction with other senior officers, for planning and developing polices programs, procedures, and training relating to the 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 collaborated with the Chief Accountant of the Commission, the Division of Enforcement, and other Divisions and Offices on unique issues and policy matters; worked with other government officials in addressing financial reporting matters. He was responsible for guidance published by the Division on financial reporting matters including the Financial Reporting Manual, guidance for smaller issuers and banks, Compliance and Disclosure Interpretations relating to financial reporting matters, etc. 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 t0 1997, Wayne held various positions including Associate Director, Deputy Chief Accountant, Associate Chief Accountant and Staff Accountant.

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 several states.


Barbara is the managing partner of the Washington, D.C. office. Barbara's practice focuses on advising U.S. and foreign financial institutions on their regulatory and compliance obligations under the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and the Bank Secrecy Act. Barbara represents foreign and domestic banks, asset managers and broker-dealers on various regulatory aspects of Dodd-Frank, including Volcker and those provisions involving municipal advisors, investment advisers, and securities-based swap dealers. Barbara's practice also focuses on the regulatory obligations of domestic and cross-border fund raising activities including broker-dealer, finder and placement agent status questions, sales practice requirements and the federal and state pay-to-play, ethics and lobbying regulations.

Before entering private practice, she worked at the SEC’s Division of Market Regulation (now Trading and Markets), where she served as Special Counsel in the Office of the Chief Counsel and as an Attorney-Advisor in the Office of Risk Management and Control. She also served as Senior Counsel in the Commission’s Office of International Affairs. Prior to joining the firm, Barbara practiced at prominent law firms in Washington, D.C. and London. As part of the Financial Services Volunteer Corp, she regularly provides pro bono technical assistance to emerging markets on the regulatory and supervisory systems of markets and market intermediaries, including Jordan, the UAE, Russia, and Romania.

Barbara is widely recognized as a leading regulatory lawyer by Chambers USA and Legal 500. Chambers has recognized her for both Securities: Regulation: Advisory and Financial Services Regulation: Broker Dealer (Compliance). Chambers USA 2017 notes that she "receives accolades for the reasoned advice that she provides to broker-dealers and other financial institutions relating to regulatory compliance. A client enthuses that 'she has a very good knowledge of the law' and is 'one of the best to get in that area to answer your questions.'"


Paul A. Leder is the Director of the SEC’s Office of International Affairs.  Mr. Leder began his legal career in 1981 at the Public Defender Service for the District of Columbia.  In 1987, he joined the Trial Unit in the SEC’s Division of Enforcement.  He joined OIA as one of its first supervisors in 1990.  In 1999, he joined the law firm Richards Kibbe & Orbe, where he stayed until returning to the SEC in 2014. 


Susan Chadwick Ervin is a member of the Financial Institutions Group at Davis Polk & Wardwell LLP.  Her practice specializes in advising financial institutions, investment managers, end users and other market participants concerning derivatives transactions.  Prior to joining Davis Polk, Ms. Ervin served as a Senior Derivatives Adviser and Attorney Fellow at the U.S. Securities and Exchange Commission, where she helped develop new regulatory approaches to the derivatives markets and participated in the agency’s development of an implementation program for the Dodd Frank Act.  Previously, Ms. Ervin led the derivatives practice at a major international law firm and served for more than ten years as Deputy Director and Chief Counsel of the Division of Trading and Markets of the Commodity Futures Trading Commission. She is the co-author of Derivatives Regulation, a leading treatise on the subject, has written extensively on derivatives regulatory issues and is a frequent speaker at continuing legal education programs. She is a former chair of the Derivatives and Futures Committee of the American Bar Association and the Futures Committee of the New York City Bar Association.


Thomas W. Yang is Managing Director and Associate General Counsel at Bank of America Merrill Lynch 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 chairperson of the Capital 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 Merrill Lynch, 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.