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Global Capital Markets & the U.S. Securities Laws 2013: Raising Capital in an Evolving Regulatory Environment


Speaker(s): Alan L. Beller, Alexander F. Cohen, Anna T. Pinedo, Antonia E. Stolper, Barbara A. Stettner, Dan Konigsburg, Dr. Robert Fisher, Greg D. Andres, Jonathan R. Guthart, Jonathan R. Tuttle, Keir D. Gumbs, Lopa Patel Zielinski, Lori A. Martin, Michael D. Mann, Susan C. Ervin, Thomas W. Yang, Wayne E. Carnall
Recorded on: Jun. 5, 2013
PLI Program #: 41395

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


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 having been recognized in Chambers USA 2014 for both Securities: Regulation: Advisory and Financial Services Regulation: Broker Dealer (Compliance). According to Chambers USA, "regulatory expert Barbara Stettner 'has a great depth of knowledge about that part of the industry and is concise and to the point in her advice.' Sources praise her 'masterful ability to really focus the questions.'"

Legal qualifications

  • Admitted to the Bar, District of Columbia, 1997
  • Admitted to the Bar, State of California, 1995

Academic qualifications

  • LL.M., London School of Economics and Political Science, 1995
  • J.D., Pepperdine University, 1994
  • M.B.A. in Finance and Economics, Pepperdine University, 1993
  • B.A, University of California, 1989

Speaking engagements

  • SIFMA “Social Media Seminar,” February 26, 2015. Moderator on “Navigating the Web of Social Media Regulation” session
  • Wells Fargo, “Social Media Risk Summit” October 7, 2014
  • PLI “Global Capital Markets & the U.S. Securities Laws 2014: Raising Capital in an Evolving Regulatory Environment,” June 5, 2014. Panelist on “Alternative Investment Vehicles and Derivative Regulation” session
  • SIFMA “Social Media Seminar,” February 27, 2014. Moderator on “Navigating the Web of Social Media Regulation” session
  • SIFMA “Cross Border Regulation in the Global Marketplace,” January 14, 2014. Panelist on “From 10,000 Feet - Economic Activity Crosses Borders, But Regulation Stays Home” session
  • SIFMA “Social Media Seminar,” October 13, 2013. Moderator on “Navigating the Web of Social Media Regulation” session
  • PLI “Global Capital Markets & the U.S. Securities Laws 2013: Raising Capital in an Evolving Regulatory Environment,” June 5, 2013. Panelist on “Alternative Investment Vehicles and Derivative Regulation” session
  • SIFMA “Social Media Seminar,” February 28, 2013. Moderator on “Navigating the Web of Social Media Regulation” session. 
  • SIFMA “Social Media Seminar,” June 20, 2012. Moderator on “Navigating the Web of Social Media Regulation” session
  • PLI “Global Capital Markets & the U.S. Securities Laws 2012: Raising Capital in an Evolving Regulatory Environment,” April 25, 2012. Panelist on “Alternative Investment Vehicles and Derivative Regulation” session
  • PLI “Hedge Fund Registration and Compliance 2012,” January 31, 2012. Panelist on “Hedge Fund Investor Relations: Challenges and Opportunities” session 
  • SIFMA “Social Media Seminar,” October 1, 2011. Moderator on “Compliance Challenges for Social Media” session

Publications

  • “The SEC continues its focus on unlicensed activities of non-U.S. employees of non-U.S. financial institutions: The recent Credit Suisse settlement” Allen & Overy Publication (March 3, 2014), with Bill Satchell, William White and Claire Rajan
  • “Our View: What Does the New Wave of Municipal Securities Enforcement Cases Mean for Municipal Underwriters?,” Allen & Overy Publication (September 17, 2013), with William White, Chris Salter and Charles Borden
  • “Non-U.S. Issuers Selling Fund Interests In The United States,” The Review of Securities & Commodities Regulation (July, 2012), with Charles Borden, Sam Brown and Claire Rajan
  • “CFTC Adopts Pay-to-Play Rule for Swap Dealers,” Allen & Overy Publication (February 27, 2012), with Charles Borden, Jason Abel, and Rachel Loko.
  • “Walking a Narrow Path: The Proposed Volcker Rule and Bank-Affiliated Asset Managers,” Allen & Overy Publication (November 2, 2011), with Douglas Landy, Chris Salter, John Williams, Deborah North, David Lucking, Lawton Camp, Jillian Ashley and Robert Schwartz.
  • “The Volcker Rule and Foreign Banks, Part II: The “Foreign Funds Exemption” and the Outer Limits of Extraterritorial Reach, Allen & Overy Publication (October 27, 2011), with Douglas Landy, Chris Salter, John Williams, Deborah North, David Lucking, Lawton Camp and Robert Schwartz
  • “Agencies Release Proposal To Implement Volcker Rule and Request Comment” Allen & Overy Publication (October 11, 2011), with Douglas Landy, Chris Salter, John Williams, Deborah North, David Lucking and Lawton Camp
  • “Campaign Contributions: Benevolent Civic Participation or Danger Zone for Investment Advisers to Private Funds?,” The Investment Lawyer (February 2007), with Bill Satchell, Adam Hellman, and Astri Kimball
  • “The Distribution of Private Fund Securities: Regulatory Considerations and Potential Liabilities When Using Unlicensed Finders,” The Investment Lawyer (September 2005), with Darren Vieira
  • “The New Anti-Money Laundering Responsibilities of Broker-Dealers,” Insights, The Corporate & Securities Law Advisor (July 2002)


Lori A. Martin is partner in the Securities and Litigation/Controversy departments of WilmerHale, where she is resident in the New York office. She handles regulatory proceedings and litigation on behalf of investment advisers, open and closed-end investment companies, hedge funds, and broker dealers offering investment advisory services. She was selected as the “Mutual Funds Law Lawyer of the Year” in the New York area by The Best Lawyers in America® 2014. Prior to joining WilmerHale, she was First Vice President and Assistant General Counsel of Merrill Lynch Investment Managers.

Her publications include: “Litigation Under the Investment Company Act of 1940,” Vol. 2, Chapter 26 Mutual Fund Regulation (Practicing Law Institute, 2011) (Clifford E. Kirsch, ed.); “Supreme Court Endorses Gartenberg, But It's Not the Same Old Standard,” WilmerHale Client Alert (April 5, 2010) (with Matthew A. Chambers); “Enforcement Trends and Themes,” Investment Management Institute (Practicing Law Institute, 2007-2012); “State Regulators and the Mutual Fund Industry,” 39 The Review o/Securities & Commodities Regulation 219 (Nov. 15, 2006) (with Cristina Alger); and “Emails and the Recordkeeping Obligations of Investment Advisers,” 12 The Investment Lawyer 16 (February 2005).

Ms. Martin's recent speeches include: “Regulatory and Enforcement Trends and Developments Affecting Investment Advisers, Investment Companies and Private Funds,” panel presentation at the American Bar Association Business Law Section Fall Meeting (Washington, DC) (November 22, 2013); “Valuation Issues, SEC Examinations & Enforcement Actions,” panel presentation on a webinar co-sponsored by Deloitte & WilmerHale (June 19, 2013); “SEC Focus on Private Fund Advisers,” panel presentation at the Global Capital Markets & the U.S. Securities Laws 2013 conference, sponsored by the Practicing Law Institute (New York, New York) (June 5, 2013); “Current Legal and Ethical Issues for Counsel in Investment Management Regulation," panel presentation for the Association of the Bar of the City of New York (New York, New York) (May 14, 2013); “Excessive Fee Litigation,” panel presentation at the Basics of Mutual Funds and Other Investment Companies 2013 conference, sponsored by the Practicing Law Institute (New York, New York) (April 24, 2013); “The US Litigation and Enforcement Environment and its Effect on Cayman Directors,” presentation for the Alternative Investment Management Association (Grand Cayman, Cayman Islands) (April 18, 2013); “Current Topics in Valuation,” panel presentation at the Mutual Fund Directors Forum 2013 Policy Conference (Washington, DC) (April 10, 2013); and “Litigation,” panel presentation at the Investment Management Institute 2013 program, sponsored by the Practicing Law Institute (New York, New York) (March 8, 2013).

Ms. Martin graduated with honors from the University of Chicago School of Law in 1988, where she was a member of the University of Chicago Law Review. She graduated with honors from Wellesley College in 1985.


Lopa P. Zielinski serves as Director and Senior Counsel, Corporate Governance for Teachers Insurance and Annuity Association of America - College Retirement Equities Fund (TIAA-CREF), a full-service financial services group of companies with over $487 billion assets under management (as of 3/31/2012).

On behalf of the boards of the TIAA-CREF group of companies, Ms. Zielinski and her colleagues in the Corporate Governance Group work to enhance the governance and social responsibility practices of companies held within TIAA-CREF's investment portfolios with the objectives of increasing shareholder value and improving long term performance of targeted companies. Prior to joining the Corporate Governance Group, Ms. Zielinski served as Director and Counsel in the office of Corporate Secretary at TIAA-CREF. 

Prior to joining TIAA-CREF, Ms. Zielinski served as in-house securities and governance attorney for Martha Stewart Living Omnimedia, Inc. In addition, she practiced corporate law with Dreifuss, Bonacci, and Parker, LLP in New York and New Jersey. Additionally, she has previous work experience with FINRA and White and Case, LLP. Ms. Zielinski also served as a judicial law clerk to the Honorable John A. O'Shaugnessy, in the Superior Court of New Jersey. 

Ms. Zielinski received her B.A. from Lehigh University, and her J.D. from New England School of Law, where she was a managing editor of the New England Law Review. She also received her LL.M. in securities and financial regulation from Georgetown University Law Center.


Alan L. Beller is a preeminent legal advisor and recognized thought leader regarding securities law, capital markets and corporate governance.

He currently serves in leadership oversight roles for organizations dedicated to long-term quality and stability of capital markets and the best interests of investors and issuers.

Notably, he is a:

—Trustee of the IFRS Foundation, which is responsible for governance and oversight of the International Accounting Standards Board and International Financial Reporting Standards, the global system of accounting standards used in more than 130 countries.

—Member of the Sustainability Accounting Standards Board, which is developing industry-specific sustainability accounting standards that help public companies disclose materials and provide useful information to investors.

He is also a member of the Board of Directors and the Audit and Risk Committees of The Travelers Companies, Inc., a Dow Jones company.

Alan was the Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission and a Senior Counselor to the Commission from January 2002 until February 2006. During his four-year tenure, he led the Division in producing the most far-reaching corporate governance, financial disclosure and securities offering reforms in SEC history. Among his accomplishments were the implementation of the corporate provisions of the Sarbanes-Oxley Act of 2002, the adoption of the first general corporate governance standards for listed companies and the successful completion of comprehensive securities offering reforms.

During his more than 30 years of experience in private practice with Cleary Gottlieb, Alan has represented companies, independent directors and audit committees in complex corporate governance, securities, corporate, and accounting and auditing matters. He has lectured and written extensively on these and other topics.


Anna Pinedo has concentrated her practice on securities and derivatives. She 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.

Ms. Pinedo works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. Ms. Pinedo has particular financing expertise in certain industries, including working with technology-based companies, telecommunications companies, healthcare companies, financial institutions, REITs and consumer finance companies. Ms. Pinedo has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium-term note and other continuous offering programs.

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

Ms. Pinedo 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), contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, 2014, second ed. 2015, 2016 ed.), 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 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) and also 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). Ms. Pinedo is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012), published by Practising Law Institute. Ms. Pinedo co-authored “The Approaches to Bank Resolution,” a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Ms. Pinedo contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Ms. Pinedo co-authored "The Ties that Bind: the Prime-Brokerage Regulation," 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).

Ms. Pinedo has been included in Best Lawyers in America, Euromoney's Expert Guide for Capital Markets and Expert Guide for Women in Business Law, Super Lawyers, Crain's New York Business "Forty Under 40," Investment Dealer's Digest "Forty Under 40" and Hispanic Business's "100 Most Influential Hispanics." Ms. Pinedo has been ranked by Chambers USA as one of America's leading capital markets-derivatives and capital markets-structured products lawyers and has been recognized as a notable lawyer for financial services regulation-broker dealer (compliance). Chambers Global has ranked Ms. Pinedo as one of the world's leading lawyers (recommended in capital markets–structured products). Ms. Pinedo has also been cited as a recommended lawyer for capital markets in the IFLR1000 Guide to Leading Lawyers, and as a recommended lawyer by The Legal 500 US for her work in capital markets: debt, equity, and global offerings, as well as structured finance and REITs. Ms. Pinedo was a recipient of the Burton Award for Legal Achievement in 2007, 2009 and 2011 which honors excellence in legal writing. Ms. Pinedo was also a winner of the 2013 Euromoney LMG Americas Women in Business Law Awards as the Leading Lawyer in the Americas in the category of Structured Finance, which includes Derivatives. Ms. Pinedo also received the Client Choice Award in Capital Markets by Lexology in 2016.

Ms. Pinedo is a member of the American Bar Association's Committee on the Federal Regulation of Securities, a member of the subcommittee on Disclosure and Continuous Reporting, vice-chair of the subcommittee on Securities Registration, and a member of the task force on the future of securities regulation. She has participated in the drafting committee for the ABA's comment letters on such topics as securities offering reform, revisions to accelerated filing, smaller public company proposals, and various JOBS Act related matters. Ms. Pinedo also is a member of the ABA Committee on the Regulation of Futures and Derivatives Instruments. Ms. Pinedo is a chair of the Structured Products Association Legal, Regulatory and Compliance Executive Committee. She is a member of the Mortgage Bankers Association’s Mortgage REIT Council and a member of the MBA’s Secondary & Capital Markets Committee.

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

Education

Georgetown University (BSFS, 1990)

University of Chicago Law School (J.D., 1993)


Antonia Stolper is the Latin America Regional Managing Partner and a member of Shearman & Sterling’s Capital Markets-Americas practice group. Ms. Stolper’s practice focuses primarily on corporate finance transactions in emerging markets. Her practice focuses on debt and equity securities offerings for Latin American corporate and sovereign issuers, representing both underwriters and issuers, and on restructuring transactions in Latin America, representing issuers, dealer managers and creditors. In addition, she advises a number of Latin American issuers on their ongoing SEC reporting requirements and corporate governance matters. Ms. Stolper also advises the Climate Bonds Initiative pro bono on establishing standards for financing the transition to a low carbon economy. Ms. Stolper is also Vice- Chair of the Cyrus R. Vance Center of the New York City Bar Association, promoting pro bono work by private lawyers in Latin America and working with lawyers throughout the region on promoting the status of women in the legal profession. Recent transactions include debt offerings for AES Gener, Intercorp Peru Ltd., COFIDE, Republic of Peru and Province of Buenos Aires and equity IPOs for Elementia and FIBRA Prologis.

Ms. Stolper is currently ranked Band 1 in Latin America-wide Capital Markets Chambers Latin America and Band 1 in Latin American Investment in Chambers Global. She was named one of the National Law Journal’s Outstanding Women Lawyers in 2015 and selected by Latinvex in 2015 as among Latin America’s top 50 female lawyers.


Dan Konigsburg  is managing director and global leader for the Deloitte Touche Tohmatsu Limited's (DTTL) Global Center for Corporate Governance, based in New York. The Global Center promotes dialogue in the critical area of corporate governance among DTTL member firms, corporations and their boards of directors, investors, the accounting profession, academia, and government. The Global Center leads a network of local governance centers across 28 countries and coordinates thought leadership on governance issues developed by DTTL member firms to  advance thinking on corporate governance issues around the world. Additionally, as a director in DTTL's U.S. Center for Corporate Governance, he provides training, assessment and advice to boards of Directors across the U.S.

Prior to joining Deloitte LLP, Dan served as Director of Corporate Governance at Standard & Poor's in London and then New York. Over a period of eight years at S&P, Dan was responsible for the development and application of services to evaluate the corporate governance practices of rated companies as  well as the integration of governance analytics into credit ratings.

Prior to joining Standard and Poor's, Dan spent over five years as a senior analyst at a leading corporate governance consultancy in Washington, D.C., providing corporate governance advice to pension and mutual funds investing in international equities.

Dan serves as Chairman of the OECD's Business Advisory (BIAC) Task Force on Corporate Governance, is a member of the International Corporate Governance Network's (ICGN) Business Ethics Committee, and serves as a director on the board of the National Institutes for the Psychotherapies. Dan holds a B.A. in Russian and East European Studies from Yale University.


Dr. Robert Fisher is the Acting Director in the Office of International Affairs at the US SEC. He is both an economist and an attorney, with a Ph.D. in Economics from Duke University and a J.D. from Harvard Law School. Before joining the SEC, Dr. Fisher's legal career included stints at several prominent law firms as well as at a consulting firm. He clerked for Judge Stephen F. Williams at the US Court of Appeals, D.C. Circuit. Dr. Fisher's academic experience includes teaching economics at the College of the Holy Cross in Massachusetts and as a Visiting Fellow at Cambridge University and a Research Fellow at the Australian National University. He has also served as an Adjunct Professor of Law at the Georgetown University Law Center. 




Greg Andres returned to Davis Polk after more than 12 years as a federal prosecutor in both New York and Washington, D.C.  Most recently, he served as a Deputy Assistant Attorney General in the Criminal Division at the Department of Justice.  In that capacity, he supervised many of the Department's most significant white-collar prosecutions, including the Foreign Corrupt Practices Act (FCPA) cases nationwide. He has represented the Department before Congress on various issues, testifying before both houses. From 2007 to 2010, Mr. Andres served as Chief of the Criminal Division in the U.S. Attorney's Office for the Eastern District of New York, where he supervised more than 100 federal prosecutors in a wide range of investigations and prosecutions. He has tried and supervised a variety of high-profile cases involving financial fraud, organized crime and terrorism offenses. Mr. Andres is the recipient of numerous awards in the legal profession, including: The Attorney General's Distinguished Service Award (2008), the Department of Justice Director's Award (2003, 2005, 2010) and the Henry L. Stimson Medal (awarded by the New York City Bar Association). In 2005, the National Law Journal named Mr. Andres to the "Top 40 Under 40" list.


Jonathan Guthart is a partner with KPMG LLP and is currently seconded as the global partner-in-charge of KPMG's US Capital Markets Group ("USCMG") based in New York. USCMG provides services to KPMG member firms serving foreign private issuers that file with the U.S. Securities & Exchange Commission (SEC).

    Jon is currently the Chairman of the AICPA Center for Audit Quality's International Practices Task Force  (IPTF). The IPTF meets periodically with the U.S. Securities and Exchange Commission (SEC) staff to discuss and focus on international emerging technical accounting and reporting issues relating to SEC rules and regulations. 

    Jon started his career in 1986 in the U.S. firm's San Francisco office serving a variety of clients in the software, medical technology, biotechnology and pharmaceutical industries. From 1993 to 1995, Jon was on a developmental assignment in KPMG's Department of Professional Practice (DPP) in New York. While in DPP, Jon provided technical accounting and SEC reporting assistance to KPMG's global bio-technology and pharmaceutical client base. Jon also served in KPMG's Office of the General Counsel. 

    Jon was elected to the partnership in 1996 and became a U.S. firm designated SEC reviewing partner in 2001 and a Foreign Filing Review Partner in 2007.

    Prior to assuming his role as the global partner-in-charge of USCMG, Jon had been seconded to the KPMG U.K. Member firm.  Based in London, Jon was responsible for performing foreign filing reviews and other U.S. centric services to our European, Israeli and Indian KPMG member firms and their clients.

    Jon has extensive experience in serving a wide range of industrial, manufacturing, and information and communication companies. He has served publicly and privately held companies as well as international companies. He has been involved in numerous initial public and secondary stock offerings and has participated in KPMG's international quality review program for SEC registrants.

    Jon earned his B.A. in economics from the University of California at Santa Barbara and is a certified public accountant.


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.


Representative Matters

At Covington, Keir’s practice is equally distributed into the following three categories:

  • Advising companies, investors and regulated entities with respect to ongoing securities regulatory compliance - including preparing SEC filings, as well as Dodd-Frank and Sarbanes-Oxley developments.
  • Advising boards and investors with respect to corporate governance developments - regarding matters such as board and committee independence, cybersecurity, internal controls, shareholder proposals, proxy access, enhancing political spending disclosures and similar matters.
  • Advising companies and investors on a variety of transactional matters, including securities offerings, crowdfunding, IPOs, mergers, tender offers, share repurchase programs and similar matters.

Representative CLIENTS

  • Corporate clients include large public companies, as well as small newly public or private companies representing a range of industries, including consumer goods, pharmaceuticals, oil and gas and FinTech.
  • Investor clients include the Council of Institutional Investors and CalPERS, as well as private investors and hedge funds.
  • Pro bono clients include faith-based organizations, such as the Interfaith Center for Corporate Responsibility, microfinance organizations, such as Kiva, as well as organizations focused on sustainability and the environment, such as the Center for Responsible Travel.

Honors and Rankings

  • Most Influential Black Lawyers, Savoy Magazine (2015)
  • Who’s Who Legal, Corporate, M&A and Governance (2015)
  • "D.C. Rising Star”, National Law Journal (2014)
  • DC Super Lawyers, Securities & Corporate Finance (2014-2015)
  • "Trailblazers Under 40", National Bar Association (2014)
  • America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2015), Chambers USA
  • “2011 Rising Star of Corporate Governance”, Millstein Center for Corporate Governance and Performance
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100”

 EDUCATION

  • University of Pennsylvania Law School, JD
  • Ohio State University, B.A.
    -Big Ten Championship Track Team
    -Ohio State University Track Team, Co-Captain
    -Scholar Athlete Award
    -President’s Leadership Citation Beenie Drake Scholarship

Memberships and Affiliations

  • Board Member, Society of Corporate Secretaries and Governance Professionals
  • American Bar Association
  • National Bar Association


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


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.


Jonathan Tuttle is a partner in Debevoise & Plimpton LLP’s Washington, D.C. office and a member of the firm’s Litigation Department.  He regularly represents public companies, boards of directors, audit and special committees of boards and individual directors, officers and employees in enforcement investigations and proceedings brought by the Securities and Exchange Commission, the Department of Justice, FINRA, and the PCAOB as well as in securities class actions, shareholder derivative suits, internal corporate investigations, and a variety of other securities and finance related litigation and regulatory matters.  Mr. Tuttle has significant experience investigating accounting issues and advising companies, boards and audit committees with respect to the many complicated issues that can arise in such investigations, including disclosure and reporting of accounting restatements, responding to whistleblower complaints, and interactions with independent auditors.  He received his J.D. cum laude from Harvard Law School in 1992.  Mr. Tuttle is admitted to practice in Washington, D.C., Virginia and the United States District Courts for the District of Columbia and the Eastern District of Virginia.


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.