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Private Placements and Other Financing Alternatives 2013


Speaker(s): Alexander F. Cohen, Andrew L. Fabens, Anna T. Pinedo, Annemarie Tierney, Brian S. Korn, C. Steven Bradford, Catherine T. Dixon, David A. Donohoe, Jr., David B. H. Martin, David B. Harms, David M. Lynn, Deanna L. Kirkpatrick, Gerald J. Laporte, James T. Rothwell, Jeffrey W. Rubin, Keith Canton, Martin P. Dunn, N. Adele Hogan, Nicolas Grabar, Priya A. Velamoor, Stanley Keller, Stuart D. Fishman, Taisa Markus, Tymour A. Okasha
Recorded on: Apr. 15, 2013
PLI Program #: 42017

C. STEVEN BRADFORD is the Earl Dunlap Distinguished Professor of Law at the University of Nebraska-Lincoln College of Law. He teaches in the areas of securities regulation, corporate law, and accounting for lawyers. Professor Bradford is the author of numerous articles on securities regulation, including several articles on small business exemptions. He has written two articles on crowdfunding: (1) Crowdfunding and the Federal Securities Laws, 2012 COLUM. BUS. L. REV. 1 (2012), available at http://ssrn.com/abstract=1916184; and (2) The New Federal Crowdfunding Exemption: Promise Unfulfilled, 40 SEC. REG. L. J. 195 (2012), available at http://ssrn.com/abstract=2066088. Professor Bradford received his B.S., summa cum laude, from Utah State University, an M.P.P. from Harvard University, and his J.D., magna cum laude, from Harvard Law School.


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


Ms. Hogan currently is a Director in Global Audit at an investment bank. She focuses on audit and bank regulatory matters. Prior to her current position, Ms. Hogan's practice focused on securities law and financings, M&A, restructurings, derivatives, internal investigations, dispute resolutions, bank regulatory matters (including Volcker Rule, AML, FCPA, and OFAC), compliance and risk.

In the securities area, Ms. Hogan has worked for underwriters and issuers in a wide array of industries on offerings of diverse types of securities, including investment grade debt, IPOs of common stock, trust preferred securities, medium-term note programs, 144A offerings, debt tenders, and consent solicitations. She regularly advises on SEC reporting, disclosure and corporate governance issues. Throughout her career, Ms. Hogan has worked on more than 125 offerings totaling over $200 billion.

In the M&A area, she has experience with public company tender offers, going-private transactions, spin-offs, joint ventures and private equity deals.

Her corporate work in the restructuring and bankruptcy area involves diverse industries, including airlines, automotive, chemicals, energy and utilities, financial institutions, gaming, hotels and leisure, real estate, and retail.

In regulatory, compliance, risk and internal investigations, her work has included FCPA and whistleblower matters, SEC and FINRA regulatory matters, AML, Volcker Rule and corporate governance work.

She has practiced corporate law at some of New York City’s largest firms, including Cravath, Swaine & Moore LLP for over 10 years, and Cadwalader, Wickersham & Taft LLP, Shearman & Sterling LLP and Willkie, Farr & Gallagher, and has been an equity partner at Linklaters LLP and White & Case LLP.

SELECTED RECOGNITION

  • Nationally ranked for six years as a leading lawyer in the area of capital markets by Chambers USA: America's Leading Lawyers for Business
  • Named in New York Best Lawyers – 2013, 2014 and 2015

DIRECTORSHIPS

  • Past Trustee of The Spence School, New York
  • Past Chairman and Trustee of The School for Strings, New York
  • Past director of non-for-profit and several private companies


Gerald J. Laporte has served since 2002 as Chief of the Office of Small Business Policy in the U.S. Securities and Exchange Commission's Division of Corporation Finance. The office administers rules relating to limited securities offerings and disclosure to investors in smaller publicly traded companies.

Mr. Laporte has practiced law in Washington, D.C. since 1976. Before rejoining the SEC in 2002, he practiced securities and corporate law with the firm of Hogan & Hartson LLP. He had worked at the SEC from 1982 to 1987 as Senior Special Counsel for Legislation and Investment Management in the Office of the General Counsel and as Counsel to SEC Commissioner Joseph A. Grundfest. In the 1970's, he had worked as Legislative Assistant to a U.S. Congressman and served as Law Clerk to U.S. District Judge John H. Pratt in Washington, D.C.  Mr. Laporte served as Chairman of the Corporation Finance and Securities Law Section of the District of Columbia Bar from 1997 to 1998.

Mr. Laporte holds a law degree, awarded with honors, from the George Washington University Law School, where he was Managing Editor of the law review. He also holds an M.A. degree in Political Science from Georgetown University, and degrees from the University of Ottawa, Canada, and Sacred Heart Seminary College, Detroit. 


Jeffrey Rubin's practice focuses on domestic and international securities transactions, corporate finance transactions, and mergers and acquisitions. In the securities area, Jeffrey has represented issuers and underwriters in public offerings and private placement transactions, with an emphasis on international transactions. Over the past few years, he has also represented private equity funds in connection with technology and other portfolio investments.
 
Among the numerous acquisitions in which Jeffrey has been involved are the acquisitions of a movie studio, television network, and publishing house on behalf of an international media and entertainment company. He has assisted clients in the disposition of a wide range of businesses, including technology companies, commercial printing companies, and businesses in the trade show, radio, and publishing industries. Many of the transactions in which he has been involved have required extensive international coordination.

In August 2012, Jeffery was honored by the American Bar Association Business Law Section, and awarded the Section Chair's Award, given annually to the section member who has contributed most significantly to the section and its members.

Jeffrey has been named in The Best Lawyers in America, Corporate Law, 2006-2012 and New York Super Lawyers, 2006-2011.

REPRESENTATIVE EXPERIENCE

  • Represented a leading international media and entertainment company in a variety of securities transactions, aggregating in excess of $10 billion, including offerings of approximately $2.2 billion of senior and exchangeable debt.
  • Acted as principal securities counsel for a major U.S.-based media and entertainment company in connection with its $2.8 billion initial public offering, and in subsequent securities transactions by this company.
  • Represented a UK-based broadcasting company in connection with its $1 billion initial public offering, and subsequent debt and equity offerings aggregating approximately $2.5 billion.
  • Represented the acquirer in the acquisition of a large television station group for $5.3 billion.


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.


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.


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)


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.


Brian S. Korn is Head of Digital Finance and Marketplace Lending and a partner in the Capital Markets practice group of Manatt, Phelps & Phillips, LLP. He is resident in the New York office. His practice focuses on online credit and lending regulatory and finance issues. Manatt is a leader in the space with approximately 100 clients participating in some form of marketplace lending and crowdfinance.

Mr. Korn also advises on corporate finance transactions, including initial public offerings (IPOs), early-stage and start-up venture financings, and mature corporate and high-yield debt finance. He also advises clients on SEC compliance, broker-dealer compliance and corporate swap transactions.

Prior to joining Manatt, Mr. Korn co-led the crowdfunding and marketplace lending practice at a major international law firm. Mr. Korn has also previously served as head of Equity Capital Markets and Syndicate Compliance at Barclays Capital and as senior vice president and assistant general counsel at Citigroup Global Markets, Inc. He has extensive experience representing issuers and underwriters in investment banking and capital markets transactions, including transactions involving equity, debt, hybrid/convertible and preferred securities, derivatives and foreign exchange. He has executed several IPOs and other equity value monetization transactions, such as spin-offs, split-offs and carveout transactions. He also has extensive experience in sponsor-leveraged buyouts and bank/bond acquisition financing.

Mr. Korn has made multiple appearances on Fox Business Television, Bloomberg, CCTV America and National Public Radio commenting on the JOBS Act, including its impact on crowdfunding, peer-to-peer lending, IPOs and market trading dynamics.

Education

  • Northwestern University School of Law, J.D., 1997.Note and comment editor, Northwestern Journal of International Law & Business.
  • University of California, Berkeley, B.A., with honors and distinction, 1993.

Memberships and Activities

  • Admitted to practice in New York and California.

Honors and Awards

  • “Who’s Who of CrowdFunding World,” CrowdFundBeat, 2014-2016.


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 encom- passes public and private company disclosure advice, capital mar- kets 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 Advi- sory 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 & Ac- quisitions 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 Uni- versity 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 was named 2017 “Lawyer of the Year” for Corporate Compliance Law in Washington, DC by Best Law- yers in America. She isconsistently recognized in such publications as Who’s Who Legal (2013 – 2016, Corpo- rate -- M&A and Governance), Best Lawyers in America (2005-2017, Securities/Capital Markets Law, Securities Regulation, Corporate Compliance Law, Corporate Governance 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.

Practice Areas:

  • Public Company Advisory Group
  • Public Company Advisory Group
  • Mergers & Acquisitions
  • Capital Markets
  • Corporate

Sectors:

  • Financial Services

Admissions:

  • District of Columbia
  • Iowa State

Education:

  • Creighton University (Bachelor of Science (B.S.), 1977)
  • Creighton Univ Law (Juris Doctor (J.D.), 1980)


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


Martin Dunn is senior of counsel based in Morrison & Foerster’s Washington, D.C. office. Prior to his career in private law, Mr. Dunn spent 20 years at the U.S. Securities and Exchange Commission, having served as Chief Counsel, Deputy Director and Acting Director of the SEC’s Division of Corporation Finance, as a highly respected counselor to public companies. Mr. Dunn “is an immensely respected regulatory expert… He provides high-end securities counseling on regulatory compliance and transactional matters.” as noted in Chambers USA 2013.

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

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

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


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

Nick has extensive experience in international financings in public and private markets, in U.S. securities law and regulations applicable to foreign issuers, and in the regulation of financial reporting. His broad expertise includes dealing with the Securities and Exchange Commission in connection with Exchange Act reporting, securities offerings, and financial reporting.

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

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


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.


Ms. Kirkpatrick is a partner in Davis Polk’s Corporate Department. As a senior member of the firm’s Capital Markets Group, her practice includes public equity, equity-linked, debt and other securities offerings by U.S. issuers. She has regularly worked for issuers and underwriters in connection with capital markets transactions, including initial public offerings, as well as convertible and exchangeable securities offerings.

Ms. Kirkpatrick has worked on offerings for issuers over a broad spectrum of industries, including financial institutions, health care, oil and gas, retail, media, utilities and special-purpose acquisition companies.

Work Highlights

Ms. Kirkpatrick has represented issuers such as Comcast in recent securities offerings and has advised issuers such as BATS Global Markets and Limited Brands on corporate governance and securities law matters. 

She has also represented major investment banks, including JPMorgan Chase, Citi, Goldman Sachs and Morgan Stanley as underwriters’ counsel in equity offerings and convertible and exchangeable offerings, and regularly advises investment banking clients on securities law-related matters.

Recognition

Ms. Kirkpatrick is consistently recognized for her work in the legal industry:

  • Euromoney LMG Americas Women in Business Law Awards – “Best in Capital Markets,” 2013
  • Chambers USA: America’s Leading Lawyers for Business

Of Note

  • Finance Partner, Davis Polk & Wardwell, responsible for overseeing the firm’s finances
  • Regularly participates as a speaker on various PLI panels

Memberships

  • Committee on Financial Reporting, New York City Bar

Publications

  • Co-Author, “Role of the Law Firm” in Nasdaq’s Going Public: A Guide for North American Companies to Listing on the U.S. Securities Markets


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.


Priya Velamoor is a Director and Assistant 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.


Tymour Okasha has been an assistant general counsel in the Equity Capital Markets group at Bank of America Merrill Lynch for the past eight years. 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 for six years.


Co-chair of the firm’s Securities Practice, Mr. Lynn also advises small public companies, Fortune 100 corporations, underwriters and other market participants on corporate finance matters and best practices for disclosures and compliance. In addition, Mr. Lynn has unique capabilities in a variety of areas, including disclosure counseling, securities transactions, SEC inquiries and investigations, and securities litigation. In his previous role as chief counsel of the SEC’s Division of Corporation Finance, Mr. Lynn was responsible for, among other things, interpretive policy and guidance, rulemaking, and no-action and exemptive relief. He also advised the Division’s senior management, as well as other Division offices and SEC divisions and offices, on matters related to securities offerings and public reporting. Mr. Lynn’s work involved drastic revisions to the SEC’s executive compensation and “related party” disclosure rules, an area in which he continues to focus, as well as implementation of the SEC’s Sarbanes-Oxley Act of 2002. Mr. Lynn is co-editor of TheCorporateCounsel.net, CompensationStandards.com and The Corporate Counsel. He is a co-author of the “Executive Compensation Disclosure Treaty.” A thought leader on topics relating to the federal securities laws, Mr. Lynn is chair of the American Bar Association Business Law Section’s Federal Regulation Securities Committee, and is co-chair of the Practising Law Institute’s Annual Securities Regulation Institute in New York. Mr. Lynn also serves as President of the SEC Historical Society. A Chambers USA-ranked “Band 1” leading lawyer for securities regulation, Mr. Lynn was also named in Best Lawyers for 2017 and rated as a leading lawyer in 2014 by Legal 500 for Capital Markets: Equity Offerings, as well as Capital Markets: Debt Offerings. Awards Chambers USA Securities: Regulation: Advisory - Nationwide, 2016 Best Lawyers Corporate Governance Law, 2017 Legal 500 Capital Markets: Equity Offerings and Capital Markets: Debt Offerings, 2014 2 Ethisphere Instiute  Attorneys Who Matter, 2013 Publications “Practice Pointers on Navigating the Securities Act’s Prohibition on General Solicitation and General Advertising” The Investment Lawyer Vol. 23, No.9, September 2016 “Annual Review of Federal Securities Regulation” The Business Lawyer, Vol. 69, Iss. 3, May 2014 “Considerations for Foreign Banks Financing in the US” International Financial Law Review, March 2014 Speaking Engagements Speaker, “Global Capital Markets & the US Securities Laws 2016,” PLI Seminar, April 27, 2016 Co-presenter, “Shareholder Engagement and Corporate Governance Developments,” International Finance Law Review webinar, March 16, 2016.


Mr. Donohoe is President of Donohoe Advisory Associates LLC, which provides consulting and advisory services to public companies and law firms with an emphasis on stock exchange listing matters. Since its formation in 2004, Donohoe Advisory has represented over 600 companies in stock exchange listing matters, including up-listings from the OTC market and delisting hearings. In addition, Donohoe Advisory has assisted dozens of issuers in structuring financing and acquisition transactions.  Since 2007, Mr. Donohoe has also served as a Managing Director in the Investment Banking Group for ROTH Capital Partners, LLC, a FINRA member firm, where he assists issuers in equity and debt financings.  Prior to the formation of Donohoe Advisory in 2004, Mr. Donohoe served as Chief Counsel for The NASDAQ Stock Market where, among other things, he was responsible for the NASDAQ listing hearing process and for developing and implementing listing standards and related policies.  Mr. Donohoe was employed by The NASDAQ Stock Market from 1995 through 2004. He received a B.A. in Economics from The University of Texas, Austin (1985) and a J.D. from the Catholic University of America (1988).


Of Counsel in Locke Lord’s Boston office, Stan Keller has extensive experience in corporate and securities law, and has worked on regulatory developments with officials at all levels in the SEC.  He 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 is a participant in the ABA’s Corporate Laws Committee.  He is a member of the TriBar Opinion Committee and was the reporter for its Remedies Opinion Report and its Report on Preferred Stock Opinions.  Mr. Keller 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, and chaired the BBA’s Business Law Section, Corporation Law Committee, and Legal Opinions Committee.  Mr. Keller lectures widely for continuing legal education organizations, and has written and edited many articles and treatises on corporate, securities law and professional responsibility matters.