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Private Placements and Hybrid Securities Offerings 2015


Speaker(s): Andrew L. Fabens, Annemarie Tierney, Bonnie J. Roe, Catherine T. Dixon, D. Casey Kobi, Dase Kim, David A. Donohoe, Jr., David B. H. Martin, James R. Tanenbaum, Jeffrey D. Karpf, N. Adele Hogan, Nicolas Grabar, Pedro Reyes, Priya A. Velamoor, Raphael M. Russo, Sophia Hudson, Stanley Keller, Stephen P. Farrell, Stuart D. Fishman, Suzanne Rothwell, Tymour A. Okasha, Zachary O. Fallon
Recorded on: Oct. 26, 2015
PLI Program #: 59295

 

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.


Adele Hogan is a capital markets lawyer and strategic advisor who frequently works on regulatory, structured finance, mergers and acquisitions and FinTech matters, including blockchain.  She currently represents a large bank as it expands its foreign exchange and derivatives business, implements enhanced risk frameworks and expands its Fintech business, including blockchain, as well as considers other business initiatives and deposit growth.  She specializes in GRC – governance, risk and compliance – and in strategic growth advisory work.

Adele’s work involves diverse industries, including: financial institutions; energy and utilities; healthcare (medical devices, biotech and pharmaceuticals), leisure (gaming and hotels); real estate, telecommunications, media and technology; transportation (airlines, automotive, shipping, rail); and retail.

Adele frequently chairs and speaks at national law programs.  She has served as an adjunct law professor at Fordham University School of Law and speaks at Cornell University Law School and the Levin Institute.

Adele worked for over ten years at Cravath Swaine & Moore LLP, and was a partner at White & Case LLP and Linklaters LLP. Adele most served as Director – Group Audit (Legal and Regulatory) at Deutsche Bank.  Adele has done strategic consulting work (revenue enhancements, deposit growth, FX, derivatives, mergers) for large banks and led anti-financial crimes investigations, risk framework implementations and corporate governance matters.

Involvement

  • New York City Bar Association (Securities Regulation Committee (former Chair), Financial Reporting Committee (former Chair), Banking Law Committee, Mergers & Acquisitions Committee)
  • New York State Bar Association, Business Law Section (Executive Committee), Securities Regulation Committee, Investment Management Committee
  • American Bar Association, Federal Securities Law Committee
  • Association of Corporate Counsel
  • Women in Derivatives (WIND), 100 Women in Finance, Women in Funds
  • National Association of Corporate Directors (NACD)
  • Society of Corporate Governance Professionals
  • SIFMA (Legal Society and Internal Audit Society)
  • Risk Management Association

Education

  • Cornell University Law School, Juris Doctor
  • Cornell University, Bachelor of Arts 


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

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


Annemarie Tierney joined Nasdaq Private Market in March 2015 as Vice President – Head of Strategy and New Markets, where she is responsible for identifying and assessing potential new private issuer products and services, including from a legal and regulatory point of view.  From 2010 to March 2015, Ms. Tierney was General Counsel and Corporate Secretary of SecondMarket Holdings, Inc. (now Digital Currency Group), a disruptive private financial services company that provided secondary liquidity for unregistered assets (including private company stock and fixed income products) through its registered broker dealer subsidiaries, and also created and launched the first private bitcoin investment vehicle through its asset management subsidiary.

From 2008 to 2010, Ms. Tierney served as General Counsel and Corporate Secretary to NYFIX, Inc., a Nasdaq listed public company, with responsibility for a wide range of corporate and legal issues.  From 2002 to 2008, Ms. Tierney was Assistant General Counsel in the Office of the General Counsel of NYSE Euronext, where she had primary responsibility for NYSE Euronext’s SEC and AMF reporting function.  Ms. Tierney also acted as counsel to the NYSE Global Listings Group, with particular responsibility for corporate governance and quantitative listing standards.  From 1996 to 2002, Ms. Tierney was a Senior Associate in the corporate finance group at Skadden, Arps, Slate, Meagher & Flom LLP, London and New York.  From 1990 to 1996, Ms. Tierney served as Special Counsel in the Office of International Corporate Finance in the Division of Corporation Finance at the U.S. Securities and Exchange Commission, with responsibility for a wide range of rulemaking and interpretative issues.

In 2016, Ms. Tierney was appointed as a member of the SEC’s Advisory Committee on Small and Emerging Companies.  She is a frequent speaker on a range of legal issues impacting private companies and, in 2014, presented testimony to the Capital Markets Subcommittee of the U.S. House of Representatives Financial Services Committee on the importance of facilitating private company secondary liquidity.  Ms. Tierney has also provided support to members of Congress and their staff on a range of legislation impacting private companies, including the JOBS Act of 2012 and the FAST Act of 2015.  She is a member of the Board of the Association of Securities and Exchange Commission Alumni, Inc., a not for profit organization.

Ms. Tierney earned her JD at the Columbus School of Law at the Catholic University of America, and her BS (Finance) and BA (International Relations) at the University of Delaware.


Bonnie Roe is a partner at Cohen & Gresser and has over thirty years of experience as a corporate lawyer advising publicly and privately held companies and funds. Her practice focuses on securities law and capital markets, financial regulation, and fintech.  Bonnie represents U.S and internationally based companies, financial intermediaries, and investors in public and private offerings, including cross-border offerings. She also regularly advises public companies and their boards of directors on public disclosure, SEC compliance matters, corporate governance, and executive compensation. She serves as counsel to companies and investment funds in early and later stage venture capital financing transactions and has significant experience in fund formation and investment. Bonnie has counseled numerous buyers and sellers of publicly and privately held businesses in developing and executing strategies to efficiently achieve business goals.  

Bonnie is the Chair of the American Bar Association’s Subcommittee on Small Business Issuers and is the author of the chapter on securities law opinions in an annually updated treatise on legal opinions ( M. John Sterba, Jr., editor, Legal Opinion Letters:  A Comprehensive Guide to Opinion Letter Practice, 3d edition).  She is a member of Law360’s editorial advisory board for its private equity coverage. She frequently speaks and writes on securities law and corporate governance. She has been named one of New York’s Super Lawyers for Securities & Corporate Finance each year since 2011.

Bonnie is a graduate of New York University School of Law, where she was the Managing Editor of the NYU Journal of International Law and Politics. Prior to joining the firm, she was a partner in the New York office of a Canadian firm, Davies Ward Phillips & Vineberg LLP. Bonnie is Co-Chair of the firm’s Diversity Committee. She is proficient in French.


Catherine Dixon is a partner in Weil’s Washington, D.C. office and a recognized authority on the federal securities laws, as amended over the past decade by the JOBS Act of 2012, the Dodd-Frank Act of 2010 and the Sarbanes-Oxley Act of 2002. Her practice encompasses public and private company disclosure advice, capital markets transactions (including public and private offerings), mergers and acquisitions, corporate governance and compliance-related matters. Ms. Dixon is a member of Weil’s Public Company Advisory Group.

Prior to joining Weil, Ms. Dixon was Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC). She previously served as Chief of that Division’s Offices of Mergers & Acquisitions and Disclosure Policy (rulemaking), respectively, and as Counsel to SEC Commissioner Steven M.H. Wallman. She also served as a trial attorney in the Antitrust Division of the U.S. Department of Justice (through the Department’s Honors Program), before joining the SEC in the appellate litigation section of the Office of the General Counsel.

Ms. Dixon frequently speaks and writes on various federal securities laws topics. She is co-author of a well-known treatise on the federal proxy rules, Aranow and Einhorn on Proxy Contests for Corporate Control (3d ed., with Randall Thomas). Ms. Dixon also has taught a course on mergers & acquisitions at Georgetown University Law School, as an adjunct faculty member. She is the immediate former Chair, and a current member, of the American Bar Association (ABA) Business Law Section’s Committee on Federal Regulation of Securities, after serving successive terms as Committee Vice-Chair, Chair and Vice-Chair of the Committee’s Securities Registration Subcommittee and Co-Chair of this Committee’s Ad Hoc Task Force on Cross-Border Mergers & Acquisitions. Ms. Dixon is also a Fellow of the American Bar Foundation, and is a member of the ABA Business Law Section’s Publication Board.

Ms. Dixon has been recognized in such publications as Who’s Who Legal (2013 – 2018, Corporate – M&A and Governance), Best Lawyers in America (2007-2019, Securities/Capital Markets Law, Securities Regulation, Corporate Compliance Law, Corporate Governance Law), The Best Lawyers in Washington, D.C. (2018, Corporate Governance Law, Corporate Compliance Law and Securities / Capital Markets Law) and Washington DC Super Lawyers (2013 – 2015, Securities and Corporate Finance).

Ms. Dixon received her J.D., magna cum laude, and her B.S., cum laude, from Creighton University. After law school, Ms. Dixon clerked for the Honorable William C. Stuart, Chief Judge of the U.S. District Court for the Southern District of Iowa, and the Honorable Henry A. Politz, Judge of the U.S. Court of Appeals for the Fifth Circuit. She is a member of the District of Columbia and Iowa Bar Associations.


Daseul (Dase) Kim is counsel at KKR, based in New York. Mr. Kim’s responsibilities cover KKR public company and its board of directors, capital markets transactions and other corporate matters. Prior to joining KKR, Mr. Kim was a corporate attorney at Cleary Gottlieb Steen & Hamilton LLP in New York, where he specialized in securities law and corporate governance matters. Mr. Kim holds an LL.B. from Korea University and a J.D. from Northwestern University School of Law.


David Martin advises corporations and other entities, directors, financial professionals, investors and other clients in corporate, corporate governance, securities regulation and transactional matters. He has led teams of lawyers in corporate finance, business combination and other change of control transactions, including public offerings, spin-offs, proxy contests, and tender offers. He counsels boards, senior executives, and investors in a range of governance policies and procedures. His practice also includes enforcement cases before the U.S. Securities and Exchange Commission (SEC), internal investigations and corporate compliance issues.

Mr. Martin's career includes seven years of service with the SEC, where, prior to joining Covington, he was the Director of the Division of Corporation Finance. In this position, he was the senior executive officer for the agency's program for review of reports of public companies to securities markets and investors. Previously at the SEC, Mr. Martin served as special counsel to the Chairman.

Mr. Martin is a frequent lecturer and author of articles. He is a member of the American Bar Association’s Corporate Laws Committee, serves on the Board of the SEC Historical Society, having previously been its Chairman and President, and had four years of active duty service in the U.S. Navy.

Education

  • University of Virginia School of Law, J.D.
    • Virginia Law Review, Managing Editor
  • Yale University, B.A.

Honors and Rankings

  • Chambers USA, Nationwide Leading Individual, Securities: Regulation: Advisory (2006-2015); Corporate/M&A and Private Equity (2007-2015)
  • Legal 500 US (2011-2014)
  • The BTI Client Service All-Star Team (2006, 2010, 2013, 2015)
  • The Best Lawyers in America, Washington Corporate Compliance Lawyer of the Year (2013-2014) 
  • The Best Lawyers in America (2005-2014)
  • Washington DC Super Lawyers (2010-2015) 
  • Washingtonian, Best Lawyers (2009, 2011, 2013)
  • Who's Who Legal 
    • Capital Markets (2015) 
    • The International Who’s Who of Corporate Governance Lawyers (2013-2015)

Memberships and Affiliations

  • Member, American Bar Association’s Corporate Laws Committee (Section of Business Law)
  • Fellow, American College of Governance Counsel
  • Member, Weinberg Center for Corporate Governance Advisory Board
  • Member, Board of Trustees, SEC Historical Society
  • Member, Board of Trustees, Arena Stage


Jeffrey D. Karpf is a partner in Cleary Gottlieb Steen & Hamilton’s New York office.  Jeff’s practice focuses on corporate and financial transactions and matters. He represents issuers and investment banks in a variety of SEC-registered and private equity and debt offerings, as well as tender and exchange offers. Jeff also advises on securities regulatory and corporate governance matters, including board structure and practices. He also has extensive experience in the development of new financial instruments and structured equity derivatives products.  Jeff joined the firm in 1994 and became a partner in 2003. His notable experience includes: 

Initial Public Offerings

• Has advised in numerous IPOs, including those of Cushman & Wakefield, Line, Santander Consumer USA, RigNet, Primerica, rue21, Lumber Liquidators, Sucampo Pharmaceuticals, J.Crew Group, Williams Scotsman International and Travelers Property Casualty. Also acted as counsel in the dual-track IPO and sale process for Bausch & Lomb, Biomet, OneMain, Petco, Triton Container and United Guaranty.

Innovative Transactions

• Allergan in its $30 billion bond/equity offerings, the largest ever acquisition financing and second-largest bond offering in history.
• Citigroup in numerous matters, including nearly 30 debt offerings since December 2008 valued at over $75 billion. He has also acted as counsel to Citigroup for its $20 billion TARP repayment agreement and termination of the loss-sharing agreement with the U.S. government. Jeff was named The American Lawyer’s “Dealmaker of the Week” for the TARP repayment and related equity offerings.
• The underwriters in a series of transactions that enabled AIG to re-access the capital markets.  Jeff also represented the underwriters in the $20.7 billion offering of AIG common stock by the U.S. Department of the Treasury, the largest secondary equity offering in U.S. history.

Issuers’ Counsel

• Represents numerous issuers on securities offering, disclosure and corporate governance matters, including Allergan, Citigroup, Google/Alphabet, Verizon and Whirlpool.
Underwriters’ Counsel
• Designated underwriters counsel for numerous issuers, including AIG, Zions Bancorporation, Affiliated Managers Group, Hershey, Southern California Edison and Enterprise Rent-A-Car.

 


Nicolas Grabar is a partner based in the New York office. His practice focuses on securities regulation and on the representation of large reporting companies, as well as 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.

Mr. Grabar 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. He has also specialized in the telecommunications and natural resources sectors, and has advised on acquisitions, joint ventures, privatizations and debt restructurings.

Mr. Grabar’s broad expertise includes dealing with the Securities and Exchange Commission in connection with Exchange Act reporting, shareholder proposals, securities offerings, financial restatements and investigations. Over the past year, Mr. Grabar has been one of the lead partners representing longstanding client Petrobras in various matters, including in significant SEC reporting, corporate governance and financing matters.

Mr. Grabar was honored in 2011 as a "Dealmaker of the Year" and in 2010 as a "Dealmaker in the Spotlight" by The American Lawyer. IFLR1000: The Guide to the World's Leading Financial Law Firms, Chambers Global, Chambers USA, Chambers Latin America, The Legal 500 U.S., The Legal 500 Latin AmericaLatin Lawyer 250: Latin America's Leading Business Law Firms, The International Who's Who of Business Lawyers, The International Who’s Who of Capital Markets Lawyers and The Best Lawyers in America repeatedly recognize him as one of the world's best capital markets lawyers.

From 2002 to 2010 Mr. Grabar chaired the annual Practicing Law Institute program on foreign issuers and U.S. securities regulation, and he has served on the securities regulation committees of several bar associations. He is the chair of the Financial Reporting Committee of the New York City Bar Association and a member of the TriBar Committee on Legal Opinions. He has spoken and published on legal opinion practice, securities regulation, international securities offerings, privatizations and securitizations of financial assets. He is a co-author of U.S. Regulation of the International Securities and Derivatives Markets (published by Wolters Kluwer, 10th edition 2011) and is a consulting editor and contributor to The New York Stock Exchange IPO Guide (2nd edition, 2013).

Mr. Grabar joined the firm in 1984 and became a partner in 1991. From 1985 to 1989, he was resident in the Paris office. Mr. Grabar received a J.D. degree, cum laude, from Harvard Law School in 1982 and an undergraduate degree, magna cum laude, from Harvard College in 1978. He also served as law clerk to the Honorable Pierre N. Leval of the U.S. District Court for the Southern District of New York.

Mr. Grabar is a member of the Bar in New York and has been admitted to practice in France. His native language is English, and he is fluent in French and proficient in Spanish and Portuguese.


Pedro Reyes is an of counsel in the Latin America and Corporate practices of Paul Hastings, based in the firm’s New York office. He has extensive experience working on international and domestic corporate finance transactions, with an emphasis on cross-border debt and equity securities offerings, restructurings, and general securities law matters. Mr. Reyes has advised issuers and international financial institutions in transactions throughout Latin America, Europe, and elsewhere.

Speaking Engagements and Publications

  • Co-author, “The Threat of Unsponsored ADR Programs,” Insights (April 2009)
  • Co-author, “The ‘First Modern Civil Procedure Course’ as Taught by C.C. Langdell, 1870-78,” American Journal of Legal History (2005)

Professional and Community Involvement

  • Committee member of the New York City Bar Association’s Inter-American Affairs Committee

Education

  • Harvard Law School, J.D., 2003
  • University of Notre Dame, B.A., 2000

Languages

  • Mr. Reyes is fluent in Spanish.


Priya Velamoor is a Director and Associate General Counsel in the Equity Capital Markets group at Bank of America Merrill Lynch. Ms. Velamoor has been with the bank since 2005 and focuses on equity capital markets transactions, as well as U.S. and international regulatory and policy matters affecting the securities industry. Prior to joining Bank of America Merrill Lynch, Ms. Velamoor practiced law with the firm of Cleary Gottlieb Steen & Hamilton LLP.


Sophia Hudson is a capital markets partner in the New York office of Kirkland & Ellis LLP. Sophia advises issuers and underwriters on capital markets transactions, including initial public offerings and follow-on equity offerings, public and private high-yield, investment-grade and convertible debt offerings and private placements of equity and convertible securities for early stage companies. She also counsels her corporate clients, including management teams and boards of directors, on governance, corporate and securities law matters.

Her experience ranges across a variety of industries, including consumer goods, financials, industrials, life sciences, mining, retail, specialty pharmaceuticals and technology. She has represented all the major U.S. investment banks.

Sophia has been recognized as a leading capital markets attorney by major legal publications, including named a “Rising Star” by New York Law Journal in 2017 and by Law360 for Life Sciences in 2016.

Sophia was a member of the Partnership for New York City 2016-2017 class of David Rockefeller Fellows. She has served as the co-chair of Practising Law Institute’s “How to Prepare an Initial Public Offering” since 2015. Sophia received her J.D. from the University of Michigan Law School and her A.B. from Princeton University.


Stan Keller, Of Counsel in Locke Lord's Boston office, has extensive experience in corporate and securities law matters, and has worked on regulatory developments with officials at all levels in the SEC. He advises both public and private companies on a wide range of issues and transactions.

Stan chaired the American Bar Association's Federal Regulation of Securities Committee during the height of the Sarbanes-Oxley era, and in that capacity had responsibility for interacting on behalf of the private bar with the SEC, other governmental officials and the stock exchanges. He was actively involved with the ABA's Task Force dealing with the SEC's attorney conduct rules, with the ABA Task Force on Corporate Responsibility and with the ABA Task Force on Attorney-Client Privilege. He also was chair of the ABA Legal Opinions Committee and Audit Responses Committee, and he has been actively involved in the ABA's Corporate Laws Committee as a member, special adviser and special reporter for the 2016 Revision of the Model Business Corporation Act.

Stan is a member of the TriBar Opinion Committee and was the reporter for its Remedies Opinion Report and its Report on Preferred Stock Opinions. He is co-chair of the Boston Bar Association's Task Force on Revision of the Massachusetts Business Corporation Law, which drafted the current Massachusetts corporation statute (Chapter 156D), and chaired the BBA's Business Law Section, Corporation Law Committee, and Legal Opinions Committee, as well as the Massachusetts Bar Association's Business Law Section and Corporation Law Committee.

Stan lectures widely for continuing legal education organizations, and has written and edited many articles and treatises on corporate, securities law and professional responsibility matters.


Stuart D. Fishman is a Managing Director and Associate General Counsel for the Corporate & Investment Bank at J.P. Morgan Chase & Co.  He is the senior Debt Capital Markets lawyer and is involved in a variety of public, private and Rule 144A offerings of debt securities for investment grade and non-investment grade issuers.

In September 2011, he was named by International Financial Law Review as one of the “21 Most Influential Bankers’ Counsel” in the world.

 He received his J.D. from Georgetown University Law Center and a B.A., magna cum laude, from Emory University.


Suzanne Rothwell began a twenty-year career at the Financial Industry Regulatory Authority, Inc. (FINRA) (then the NASD) working in the Corporate Financing Department and went on to serve in increasingly responsible positions during which she was Associate General Counsel for ten years with responsibility for all NASD/Nasdaq rulemaking, followed by four years as Chief Counsel of the Corporate Financing Department and Special Counsel to The Nasdaq Stock Market. 

Suzanne Rothwell joined Skadden, Arps, Slate, Meagher & Flom LLP’s Washington, D.C. office as Counsel from 2001 to 2010, where she was a member of the firm's Corporate Finance and Securities Regulation Group. Suzanne continues to provide consulting services to Skadden.   She also keeps the securities bar up to date on the FINRA rules through her treatises in the Matthew Bender Securities Law Techniques publication on "FINRA Rules for Public Offerings,” “FINRA Rules for Private Placements,” and “Listing Securities on a Stock Exchange and Other Secondary Market Trading Matters”.

Suzanne is a former Chair of the ABA’s FINRA Corporate Financing Rules Subcommittee.  She graduated from The George Washington University in Washington, DC receiving a Juris Doctor, MBA in Finance and Investments, and BBA degree.

 


Tymour Okasha is an associate general counsel in the Equity Capital Markets group at Bank of America Merrill Lynch. He focuses on advising investment bankers on all aspects of deal execution for equity capital markets transactions, including IPOs, follow-ons, private placements and convertible debt issuances. Prior to joining Bank of America Merrill Lynch, Mr. Okasha was an attorney in the corporate finance group at Skadden Arps, Slate, Meagher & Flom LLP.


A leader of Morgan Lewis’s Securities Practice, Steve Farrell has represented issuers and underwriters in more than 100 public and private offerings of debt and equity securities, including numerous initial public offerings. With clients that include US and non-US companies and leading investment banks, Steve offers counsel on a breadth of domestic and international business transactions as well as compliance with securities laws and stock exchange listing criteria. His practice encompasses mergers and acquisitions of public companies and going private transactions.

Steve has spoken on the obligations of directors, o?cers, and companies under the Sarbanes-Oxley Act (SOX) and the Dodd-Frank Wall Street Reform and Consumer Protection Act. He has also lectured on securities law and practice, as well as corporate governance practices.

AWARDS AND AFFILIATIONS

Listed, Legal 500 United States (2013)

Listed as Recognized, Corporate Governance, PLC Which Lawyer? Yearbook 2008

Member, Business Law Section, American Bar Association

Member, Banking and Business Law Section, New York Bar Association Member, Committee on Securities Regulation, New York State Bar Association

Member, Securities Regulation Committee, Bar Association of the City of New York

EDUCATION

   College of the Holy Cross, 1968, A.B.

   Fordham University School of Law, 1971, J.D.

   New York University School of Law, 1979, LL.M.


James Tanenbaum was a partner in Mayer Brown’s New York office and a member of the Corporate & Securities practice. He concentrates his practice on corporate finance and the structuring of complex domestic and international capital markets transactions. He represents issuers, including some of the nation's largest financial institutions, underwriters, agents and other financial intermediaries, in public and private offerings of securities, as well as issuers, investment banks and purchasers in hybrid, mortgage-related and derivative securities transactions. He has developed some of the most widely used hybrid techniques for the placement and distribution of securities.

James works closely with leading investment banks to formulate new methodologies for securities offerings and to structure innovative financial products. He has also represented many technology-based businesses, including biotech and medical device companies. James frequently lectures on capital markets topics and has lectured at the Securities and Exchange Commission, SIFMA and at a variety of securities industry groups. He lectures at law schools in the United States and abroad. He is the co­ author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014), the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017) and BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Additionally, James co-authored "Regulation of Financial Institutions, Financial Crises and Rescue Packages in Europe: The Iceland Case," a chapter in Global Financial Crisis (Globe Law and Business, 2009) and "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006).

James served as an editor of the University of Pennsylvania Law Review while in law school. He served as chairman of the Board of Trustees of Lehigh University and as national chair of the Benjamin Franklin Society of the University of Pennsylvania


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.


Zachary is a consultant, advisor, and attorney with over a dozen years of practical and regulatory experience advising companies, investors, and market participants on, among other things, their compliance obligations under the federal securities laws.  His experience spans nine years at the U.S. Securities and Exchange Commission (SEC) Division of Corporate Finance and Office of the General Counsel. Prior to the SEC, he practiced at Latham & Watkins. He is an expert on small company capital formation and various exemptions from registration under the Securities Act of 1933. Zachary was key to many of the SEC’s policy decisions made following the JOBS Act. He was the principal drafter of the Regulation A proposing and adopting release, as well as the SEC’s proposing release on Intrastate and Regional Crowdfunding exemptions. He is a frequent speaker on crowdfunding and related issues that arise under the federal securities laws.

Zachary is the co-founder and a principal of Ketsal Consulting, LLC, a consulting firm focused on advancements in regulatory technology, and Blakemore Fallon PLLC, its affiliated law firm. He is also the founder and Chief Executive Officer of So.Capital Inc., a platform that, among other things, aims to leverage regulatory requirements in order to increase the efficiency of online capital raising processes.


Casey Kobi is a Managing Director and head of the Banking legal team for the Americas at Barclays.  Mr. Kobi is also the Global Coordinator of Banking legal coverage at Barclays. Mr. Kobi joined Barclays in 2008 from Lehman Brothers, where he started in 2005.  Before Lehman Brothers, Mr. Kobi was with the law firm Sidley Austin in New York, where he practiced as a corporate and mergers and acquisitions attorney.  As legal counsel for investment banking at Barclays, Mr. Kobi covers, among other things, equity and debt capital markets origination, mergers and acquisitions, loans and leverage finance, conflicts and business selection, and advises the Barclays transaction committees.  Mr. Kobi is a member of Barclays’ Valuation and Fairness Opinion Committee, Equities Commitment Committee, Legal Regional Management Committee, and IB Conflict Risk Sub-Committee.  In addition, Mr. Kobi is a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar and the FINRA Corporate Financing Committee.  Mr. Kobi graduated Cum Laude from the Indiana University School of Law in 2001 and is a member of the bar in New York.  His publications include, Staying True to Purpose: Including Corporate Debtors Under § 362(h) of the Federal Bankruptcy Code, 76 IND. L.J. 243 and Wall Street v. Main Street: The SEC’s Regulation FD and Its Impact on Market Participants, 77 IND. L.J. 551.  He is a frequent speaker on capital markets and M&A topics, including fairness opinions and legal developments relating to investment banks.