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Private Placements and Other Financing Alternatives 2012


Speaker(s): Abigail Arms, Alexander F. Cohen, Ann Yvonne Walker, Anna T. Pinedo, Annemarie Tierney, Carol McGee, Catherine T. Dixon, Dana G. Fleischman, David A. Donohoe, Jr., David B. H. Martin, David B. Harms, David M. Lynn, David Weild IV, James T. Rothwell, Jennifer A. Zepralka, Keith Canton, Marty Dunn, Mary J. Mullany, N. Adele Hogan, Representative Jim Himes, Stanley Keller, Stuart D. Fishman, Taisa Markus, Thomas W. Yang, Tymour A. Okasha, Wade Dougherty
Recorded on: Apr. 16, 2012
PLI Program #: 34943

Dana Fleischman is a partner in the New York office of Latham & Watkins and is a member of the firm’s Financial Institutions Group. Ms. Fleischman’s practice focuses on matters involving the regulation of broker-dealers and securities markets. Her clients consist of major investment banks, leading financial trade associations, electronic trading platforms, investment advisers, exchanges, clearing organizations, and non-US banks and bank holding companies. She advises clients on a variety of issues, including those involving cross-border securities transactions and mergers and acquisitions of regulated entities. She also has extensive experience representing clients in public offerings and private placements and assists clients in connection with internal investigations and enforcement matters.

She advises clients on a wide range of corporate and regulatory compliance matters, including in connection with mergers and acquisitions and cross-border transactions. She also has extensive experience representing US and non-US corporate and investment banking clients in public offerings and private placements and assists clients in connection with internal investigations and enforcement matters.

Ms. Fleischman counsels securities firms and trade associations with respect to, and has been actively involved in commenting on, significant regulatory initiatives and rule-making proposals and has been instrumental in obtaining no-action relief, exemptive orders and interpretive guidance from various regulatory bodies and self-regulatory organizations (including the Securities and Exchange Commission and the Financial Industry Regulatory Authority) on behalf of both US and foreign-based clients.

Ms. Fleischman is a frequent speaker at industry conferences and writes on various aspects of securities law and broker-dealer regulatory matters. She is distinguished as one of the country’s leading financial services broker dealer regulation lawyers by Chambers USA and is also listed as a leading lawyer in The Best Lawyers in America and Super Lawyers of New York.

Ms. Fleischman is a member of the Bar in New York. She is also a member of the American Bar Association’s Federal Securities Regulation Committee, is Vice Chair of the ABA’s Trading and Markets Subcommittee, and is a member of the Securities Industry and Financial Markets Association Compliance and Legal Division.

Bar Qualifications

  • New York

Education
  • JD, Yale Law School, 1989
  • BA, Emory University, 1986
    • high honors


Jim Himes represents Connecticut's 4th District in the United States House of Representatives. He is currently serving his second term in Congress and is a member of the House Committee on Financial Services.

Jim grew up as the child of a single working mom in a small town. As a member of Congress, Jim works hard to provide all American children the same opportunities he had to succeed: access to a first-rate public school, affordable and effective health care, a decent and safe home, and a supportive community.

Born in Lima, Peru in 1966 to American parents, he spent the early years of his childhood in Peru and Colombia while his father worked for the Ford Foundation and UNICEF. As an American abroad, Jim grew up fluent in both Spanish and English and was raised with an awareness of the unique position of the United States in the world. At the age of ten, Jim moved with his mother and sisters to the United States.

Jim graduated from Hopewell Valley Central High School and then attended Harvard University. After completing his undergraduate work, Jim earned a Rhodes Scholarship, which enabled him to attend Oxford University in England where he continued his studies of Latin America, including research in El Salvador.

Prior to his service in Congress, Jim ran the New York City branch of The Enterprise Community Partners, a nonprofit dedicated to addressing the unique challenges of urban poverty. Jim's team led the way in financing the construction of thousands of affordable housing units in the greater New York metropolitan region, often using new green technologies to achieve energy efficiency and reduce utility costs.

Jim's experience at Enterprise spurred his involvement in politics. Putting his expertise in affordable housing to work, Jim served as a Commissioner of the Greenwich Housing Authority, ultimately chairing the board and leading it through a much-needed program of reforms. Jim went on to become an elected member of his town's finance board, setting tax and budget policy for Greenwich. Jim has also served as Chair of his local Democratic Town Committee, organizing others in the community to become more active in the political process.

Jim began his professional career at Goldman Sachs & Co. where he worked his way up to Vice President over the course of a 12-year career. There he worked extensively in Latin America and headed the bank's telecommunications technology group.


Keith E. Canton is a Managing Director in the Private Capital Markets Group. He has been involved in all phases of private finance including origination, structuring, pricing and distribution, with an emphasis on private equity and PIPE financings across a wide range of industries. 

Mr. Canton joined Barclays Capital from Lehman Brothers in 2008 where he was a member of the Private Capital Markets Group since 2002. Prior to Lehman Brothers, Mr. Canton was an Advertising Pricing Manager at Sports Illustrated.  He has completed more than 70 private placement transactions, raising over US$18 billion of private equity and debt on behalf of corporate clients. 

Mr. Canton received an MBA from the Fuqua School of Business at Duke University and a BS in Economics from the Wharton School of Business at the University of Pennsylvania.


Taisa Markus is a partner in the firm's Latin America and Corporate Finance Practice Groups and serves as Vice Chair of its Corporate Securities Group. Her practice handles cross-border securities offerings, cross-border bank finance and M&A, and general securities law matters. Ms. Markus has significant experience representing both financial institutions and issuers particularly in the Latin American and European capital markets, as well as in-depth knowledge of Tier 1 and Tier 2 capital securities across jurisdictions.

Ms. Markus has been recognized as a leading lawyer in Capital Markets by Chambers Latin America. She has lectured and published on various securities law topics and issues related to pro bono legal services in emerging markets.

Awards and Recognition

Recognized as a leading lawyer in Capital Markets by Chambers Latin America (2009-2010) and in Latin America Investments in Chambers USA

Education

University of Illinois College of Law, 1986, J.D., cum laude
Loyola University, 1983, B.S., cum laude

Bar Admissions

New York

Languages

Spanish • Portuguese • Italian • French • Ukrainian


Alex Cohen is a partner in the Washington, D.C. office and Co- chair of Latham & Watkins' national office, a central resource for clients and Latham lawyers facing complex issues arising under the US securities laws. His practice specializes in capital markets and SEC matters.

Profile

Mr. Cohen is a former senior official of the US Securities and Exchange Commission (SEC). He joined the SEC staff in 2006 as Deputy General Counsel for Legal Policy and Administrative Practice and later served as Deputy Chief of Staff.

During his time at the SEC, Mr. Cohen advised the SEC Chairman on highly sensitive questions across all aspects of the agency’s work, including the SEC’s response to the 2008 financial crisis. He also worked closely with the Chairman, Commissioners and senior agency staff to develop and implement SEC rulemakings.

Mr. Cohen’s practice covers:

  • Complex securities transactions
  • Registration and reporting with the SEC
  • Accounting restatements
  • Investigations by the SEC 

Mr. Cohen was resident in Latham’s London and Hong Kong offices from 2001-2006, and has particular expertise advising non-US companies on US securities law matters.

From 1989 to 1990, Mr. Cohen served as a law clerk to Judge Wilfred Feinberg of the US Court of Appeals for the Second Circuit.

Thought Leadership

  • Edits Latham’s "Words of Wisdom" blog, tackling interesting legal issues in the capital markets in a lively, plain-English manner
  • Taught at Georgetown University Law Center as an Adjunct Professor
  • Served as a technical advisor to Oliver Stone's "Wall Street: Money Never Sleeps" (2010)

Education

JD, Yale Law School, 1988 MA,
Yale University, 1985
BA, Yale University, 1982

Bar Qualifications

District of Columbia, New York

Languages

Dutch, English, French, Spanish

Recognition Highlights

Co-chair of Latham's national office, which is "highly commended" as the center of "know-how and expertise on securities law" and recognized as "one of the leading voices on the subject" by Financial Times 2012 US Innovative Lawyers Report

Recommended by Legal 500 US for debt and equity offerings


Primary Areas of Practice:  Equity Derivatives

Law School/Graduate School: Harvard Law School

Work History:
As a partner in Davis Polk's Corporate Department, Mr. Rothwell advises dealers, corporations and funds regarding structured equity derivative transactions, equity finance transactions and securities offerings of convertible and equity-linked securities. He has been involved in the original design of many innovative transaction structures that have become staples of the equity derivatives marketplace. Mr. Rothwell is an industry thought leader in the implementation of regulatory reform for derivatives business.


Wade Dougherty is an Executive Director with Oppenheimer & Co., where he serves as the senior attorney for the firm's global Investment Banking business. He provides senior management and investment banking personnel with legal advice with respect to equity and debt capital markets offerings, leveraged finance, M&A, and related broker-dealer regulatory matters. Mr. Dougherty represents Oppenheimer on the SIFMA Capital Markets Committee.

Wade Dougherty began his legal career with Shearman & Sterling in 1998, where he worked in the Capital Markets Departments in each of its New York and Paris offices. He joined CIBC World Markets Corp. (now Oppenheimer) in 2005. Mr. Dougherty earned his LLB and BCL With Great Distinction from McGill University in 1998.


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 


Ann Yvonne Walker is a corporate securities partner at Wilson Sonsini Goodrich & Rosati in Palo Alto, where she has practiced law since graduating from law school in 1979. Ann primarily represents high technology companies in the “Silicon Valley” and specializes in corporate and securities law, including public offerings, mergers and acquisitions, corporate governance matters and general corporate representation, with a particular emphasis on public company disclosure obligations and SEC compliance issues. Special areas of expertise include SEC reporting requirements, Rule 10b5-1 plans, Section 16 of the Securities Exchange Act of 1934, and executive compensation disclosure.

Ann is an active member of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association and is currently serving as Chair of its Disclosure and Continuous Reporting Subcommittee. She also is a member of the subcommittees on: Small Business Issuers; Employee Benefits, Executive Compensation, and Section 16; Securities Registration; Proxy Solicitations and Business Combinations; and Securities Law Opinions. She has served on drafting teams for many comment letters on SEC proposals, including those relating to the JOBS Act of 2012, the Dodd-Frank Act of 2010, the Sarbanes-Oxley Act of 2002, the Section 16 rules, the executive compensation disclosure rules, Form S-8, Rule 701, securities offering reform and the rules for smaller reporting companies and emerging growth companies.

EDUCATION:

J.D., Stanford Law School, 1979
B.S., Mathematics, Stanford University, 1976 With Distinction, Phi Beta Kappa

ASSOCIATIONS AND MEMBERSHIPS:

Ann has held a variety of leadership positions in the American Bar Association, as well as the California State Bar.

American Bar Association:

  • Member, Council of the ABA Business Law Section, 2001-2005
  • Chair, ABA Business Law Section's Committee on Lawyer Business Ethics, 1997-2001
  • Member, ABA Business Law Section's Publications Board, 2000-2004
  • Member, ABA Business Law Section’s Business Law Today Editorial Board, 2011-present
  • Chair, Subcommittee on Disclosure and Continuous Reporting of the ABA Business Law Section's Federal Regulation of Securities Committee, 2012-present
  • Chair, Subcommittee on Small Business Issuers of the ABA Business Law Section's Federal Regulation of Securities Committee, 2008-2011
  • Member, ABA Business Law Section's Federal Regulation of Securities Committee, 1992-present
  • Member, ABA Business Law Section's Committee on Audit Responses, 2004-present
  • Member, ABA Business Law Section's Committee on Professional Conduct, 2001-present
  • Chair, ABA Section/Division Committee on Professionalism and Ethics, 1999-2001
  • Member, ABA Standing Committee on Professionalism (SCOP), 1996-1999; Liaison from ABA Business Law Section to SCOP, 1999-2013
  • Member, ABA Standing Committee on Technology and Information Systems (SCOTIS), 2005-2008; Liaison from ABA Business Law Section to SCOTIS, 2008-present

California State Bar:

  • Advisor, Business Law Section Executive Committee, State Bar of California, 2000-2005 and 2010-present
  • Advisor, Council of State Bar Sections, State Bar of California, 2002-2003
  • Co-Chair of the Council of State Bar Sections, State Bar of California, 2001-2002
  • Chair (1999-2000), Vice Chair (1998-1999), and Legislative Chair (1997-1998), State Bar of California's Business Law Section
  • Co-Chair (1995-1996), Vice Chair–Legislation (1994-1995), and Secretary (1993-1994), Corporations Committee, State Bar of California's Business Law Section
  • Chair, Lifetime Achievement Award Committee, State Bar of California’s Business Law Section, 2005-2008
  • Member, Steering Committee for the Opinions Committee, State Bar of California’s Business Law Section, 2000-present

HONORS:

  • Selected for inclusion in 2006-2014 editions of Best Lawyers in America
  • Named in 2004-2009 in Northern California Super Lawyers
  • AV Preeminent Peer Review Rating, Martindale-Hubbell

SELECT SPEAKING ENGAGEMENTS:

  • Regular speaker at PLI's annual two-day "Drafting Securities Filings" seminar
  • Speaker at Plenary Session and/or Moderator of Breakout Group, SEC Forum on Small Business Capital Formation, 2010-2012
  • Speaker on annual ABA two-hour program on “Current Securities Law Issues for Small Business”, 2007-present
  • Testified before the SEC Advisory Committee on Smaller Public Companies in September 2005

ADMISSIONS:

State Bar of California (1979)

COMMUNITY ACTIVITIES:

  • Member, Board of Directors, Chanticleer (12-voice professional male choral ensemble based in San Francisco), 2013-present
  • Member, Board of Directors, and violinist, Redwood Symphony (nonprofit community orchestra)
  • Pro bono outside counsel and singer, Schola Cantorum (90-voice mixed community choir)
  • Member, Medallion Society, San Francisco Opera
  • Member, Baton Society, San Francisco Symphony


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.


Annemarie Tierney joined Templum, Inc. as Head of Strategy and General Counsel in September 2018.  Previously, Annemarie was Vice President – Head of Strategy and New Markets at Nasdaq Private Market, and General Counsel and Corporate Secretary of SecondMarket Holdings, Inc. (now Digital Currency Group).  Annemarie also held senior legal roles at NYFIX, Inc. and NYSE Euronext.  Annemarie was a senior associate with Skadden Arps (London and New York) and started her career at the Securities and Exchange Commission in the Division of Corporation Finance.

Annemarie served from 2016 to 2018 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.


Carol McGee is the head of the Office of Derivatives Policy in the SEC’s Division of Trading and Markets.  In that role she directs rulewriting and other implementation projects relating to Title VII of the Dodd-Frank Act and the regulation of security-based swaps under U.S. law.  She also provides interpretive advice on the regulatory treatment of novel derivative products under the Exchange Act, and administers the new product provisions contained in the Dodd-Frank Act.  In addition, Ms. McGee is a part of the cross-divisional and interagency teams responsible for the Volcker Rule. 

She was previously a Partner at Alston & Bird LLP and the co-leader of its securities practice group.  Ms. McGee also served as Deputy Chief Counsel in the SEC’s Division of Corporation Finance.  Ms. McGee holds a J.D. from the University of Virginia, an M.Phil from the University of St. Andrews and a B.A., magna cum laude, from Wellesley College.


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.


David M. Lynn is a partner in the Washington D.C. Office of Morrison & Foerster, and is co-chair of the firm’s Corporate Finance | Capital Markets practice. Mr. Lynn is a highly respected securities advisory counsel who provides guidance to Fortune 100 corporations, small public companies, underwriters and other market participants on corporate finance matters and best practices for disclosures and compliance. In addition to being a leading authority on SEC issues, Mr. Lynn is particularly well known in the area of executive compensation disclosure, having co-authored, “The Executive Compensation Disclosure Treatise and Reporting Guide.”

While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Mr. Lynn led the rulemaking team that drafted revisions to the SEC's executive compensation and related party disclosure rules. Mr. Lynn re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007. As a result, he was intimately involved in implementing and interpreting the SEC rulemaking that occurred in the wake of the Sarbanes-Oxley Act. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance.  While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance.

Mr. Lynn is co-editor of TheCorporateCounsel.net and The Corporate Counsel, which are widely read sources on securities, governance and corporate law matters. Mr. Lynn served as co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and is a former chair of the Board of Trustees of the Securities and Exchange Commission Historical Society and the American Bar Association Business Law Section’s Federal Regulation of Securities Committee.


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


David Weild is considered by many to be the "father" of the JOBS Act as the Act was largely catalyzed by the work he published with co-author Ed Kim through Grant Thornton ("Why are IPOs in the ICU?" - 2008; "A wake up call for America" - 2009; "Market structure is causing the IPO crisis - and more" - 2010). David attended the signing of the Act by President Obama in the Rose Garden on April 5, 2012. He is the leading expert on how stock market structure impacts capital formation for issuers and economic growth. His work has been cited in or by the U.S. House of Representatives, the White House Jobs Council, the IPO Task Force Report to the US Treasury and the SEC. He recently addressed the 35 member nations of the Organization of Economic Cooperation and Development ("OECD").
 
David is a former vice chairman of The Nasdaq Stock Market and head of investment banking at Prudential Securities. He is the Founder & Chairman of the investment bank Weild & Co. (www.WeildCo.com) and heads capital markets thought leadership for Grant Thornton (www.GT.com).
 
Weild's views were initially controversial but have gained increasing acceptance.  They have broad implications for any company accessing private or public equity markets or seeking to do a better job in investor relations. He spoke at the SEC Roundtable on Decimalization on February 5 of this year, where his study, "The trouble with small tick sizes" was submitted.
 
David holds an MBA from the Stern School of Business, a BA from Wesleyan University, and studied at the Stockholm School of Economics, HEC and the Sorbonne in France.
 
He is Chairman of the noted 9/11 charity Tuesday's Children


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.


Mary Mullany is a partner in the Business and Finance Department of Ballard Spahr LLP, located in the firm’s Philadelphia office.  She is a member of the Securities, Mergers and Acquisitions/Private Equity, Health Care, Employee Benefits and Executive Compensation and Life Sciences/Technology practice groups of Ballard Spahr.

Ms. Mullany concentrates her practice in the areas of securities disclosure, executive compensation (equity and cash-based), mergers and acquisitions, corporate financing (public and private), corporate governance, health care law, general corporate law and business counseling.  Her client base includes public and private companies in a variety of industries, including health care, life science/biotech, technology, manufacturing and utilities.  She also represents start-up entities in health care.  Before becoming an attorney, Ms. Mullany was a registered nurse with experience in critical care and risk management.  She received her Bachelor of Science degree in Nursing from the University of Pennsylvania, her Masters in Nursing Administration from Widener University and her J.D. from Villanova 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.


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.


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.


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.


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


Abigail Arms, Partner, Shearman & Sterling LLP

Primary Areas of Practice:   Capital markets, securities  law and corporate  governance matters

Law School/Graduate School:  Pace University School of  Law, J.D.; New School for  Social Research, M.A.

Work History:  Division of Corporation Finance, U.S. Securities and Exchange Commission, 1984-97 in several capacities including Senior Associate Director; Associate Director - Legal, the principal legal officer of the Division; and Chief Counsel.

Professional Memberships:  District of Columbia Bar; Connecticut Bar; American Bar Association


David Harms advises clients on securities and corporate law matters, including capital markets transactions, SEC requirements, corporate governance and broker-dealer regulation.  He is a partner in the New York office of Sullivan & Cromwell, LLP.