Skip to main content

Private Placements and Other Financing Alternatives 2014


Speaker(s): Adam E. Fleisher, Adam H. Arkel, Andrew L. Fabens, Anna T. Pinedo, Annemarie Tierney, Brian S. Korn, Catherine T. Dixon, D. Casey Kobi, David A. Donohoe, Jr., David B. H. Martin, David B. Harms, Faith L. Anderson, James T. Rothwell, Julie M. Allen, Keith Canton, Martin P. Dunn, Michael L. Hermsen, Nicolas Grabar, Priya A. Velamoor, Raphael M. Russo, Sara Hanks, Stanley Keller, Stuart D. Fishman, Suzanne Rothwell, Taisa Markus, Zachary O. Fallon
Recorded on: Mar. 25, 2014
PLI Program #: 50632

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


Faith Anderson is the Chief of Registration & Regulatory Affairs of the Securities Division of the Washington State Department of Financial Institutions.  She supervises legal staff responsible for reviewing applications for registration in small public offerings, non-traded REITs, business development companies, oil and gas programs, bank holding companies, in-state municipal bond offerings, church bond offerings, rescission offers, business opportunity offerings, and franchise offerings.  She oversees the processing of exemption filings and is experienced with investment advisers and pooled investment vehicles.  She is also responsible for reviewing requests for interpretive and no-action letters, promulgating policy and interpretive statements, amending the Division’s administrative rules, and reviewing and drafting legislation. 

Ms. Anderson chairs the Small Business/Limited Offerings Project Group of the North American Securities Administrators Association, Inc. (NASAA) and is a member of NASAA’s Corporation Finance Section Committee and Electronic Form D Filing Committee.  She was also recently appointed to NASAA’s State Legislation and Capital Formation Committees.  She has served as primary drafter on several NASAA comment letters on SEC rule proposals, led NASAA’s project to create a coordinated multi-state review program for Reg. A offerings, and continues to provide input on the nationwide electronic filing system for state securities filings that was launched in 2014 for Rule 506 notice filings.  Ms. Anderson is a frequent speaker on topics including private offerings, small public offerings, and crowdfunding. 

Ms. Anderson is a member of both the Securities Committee of the Business Law Section of the Washington State Bar Association and the American Bar Association’s State Regulation of Securities Committee.

While in law school, Ms. Anderson served as an editor on the Pacific Rim Law & Policy Journal and completed an externship with Justice Barbara A. Madsen of the Washington State Supreme Court.

Education

University of Washington, B.A. in Business Administration, Concentration in Finance, 1998

University of Washington, Certificate of International Studies in Business, 1998

University of Washington, Juris Doctor, 2005


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.


Adam E. Fleisher is a partner based in the New York office.

Mr. Fleisher is a corporate and securities lawyer whose practice focuses on a variety of corporate finance transactions. He has extensive experience across a number of areas, including:

  • International and U.S. capital markets offerings, including IPOs, convertible bond offerings, rights offerings, block trades and high yield bond offerings
  • Liability management transactions, including tender offers, exchange offers, consent solicitations and open market repurchases
  • Private equity firm structuring and private equity M&A
  • Syndicated lending
  • Securities and loan trading

Mr. Fleisher a Visiting Clinical Lecturer at Yale Law School, where he co-teaches “Advanced Issues in Capital Markets: Role of Counsel for Issuers and Underwriters in an Initial Public Offering.” He also is a member of the Practical Law Company’s U.S. Advisory Board and has served as Secretary of the Financial Reporting Committee of the Association of the Bar of the City of New York. He has authored and co-authored a number of publications, including:

  • “Selling Shares in a Newly Public Company”
  • “Communication with Financial Analysts and Related Disclosure Issues”
  • “Alternatives to Traditional Securities Offerings”
  • “Revised Rule 144 And Registration Rights: Market Practice Two Years On” 
  • “The Mechanics of A/B Exchange Offers”
  • “Regulation S Selling and Transfer Restrictions: A Basic User’s Guide”
  • “Recent Cases Address Important Section 16 Short-Swing Issues”
  • “Regulation M: What the Deal Team Needs to Know”
  • “The Deal Team’s Guide to Regulation M”

Mr. Fleisher is a frequent speaker on a variety of legal topics, including at the Practising Law Institute (PLI). He has also been recognized as a leading capital markets lawyer by The Legal 500 U.S

Mr. Fleisher joined the firm’s New York office in 2000 and was elected partner in 2008. He was resident in the firm’s London office from 2001 to 2005, when he returned to New York. Mr. Fleisher received a J.D. degree from Yale Law School and a B.A. from Harvard University. He is a member of the Bar in New York.


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), co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012, updated 2014), 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 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 AmericaEuromoney's Expert Guide for Capital Markets and Expert Guide for Women in Business LawSuper 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 a 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/Counselor to New Markets.  From 2010 to March 2015, Ms. Tierney worked for SecondMarket Holdings, Inc. as General Counsel and Corporate Secretary, with responsibility for the firm’s legal and broker dealer compliance functions.  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 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 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 – 2016, Corporate -- M&A and Governance), Best Lawyers in America (2005-2016, 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 graduated cum laude from Creighton University with a Bachelor of Science (1977), and magna cum laude from its law school (1980).  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 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


Julie Allen is a partner in the Corporate Department and a co-head of the Capital Markets Group.

Julie’s practice focuses on general corporate and securities matters. She represents both underwriters and issuers in initial public offerings and follow-on equity offerings. Her experience also includes Rule 144A debt offerings, both as counsel to issuers and to initial purchasers. Julie's practice also includes mergers and acquisitions, particularly transactions involving public companies. She represents buyers and sellers, activist stockholders, boards of directors and financial advisors in mergers, acquisitions, recapitalizations and tender offers. Julie also regularly counsels public companies and their affiliates regarding disclosure, governance, Sarbanes-Oxley and other securities law and compliance issues.

Julie serves as the Co-Chair of Proskauer's New Business Committee and Chair of its Corporate Department Opinion and Audit Letter Committees.

Julie’s representative transactions and practice include:

  • Initial public and follow-on offerings, representing issuers and underwriters, including offerings for Annie’s Inc., Installed Building Products Inc., Sabre Industries (withdrawn after effectiveness), Maidenform Brands, Inc., Town Sports International Holdings, Inc., India Hospitality Corp., Sybari Software (acquired by Microsoft prior to completion), Cross Country, Inc., Cognizant Technology Solutions Corp., Vanstar Corp., N2K, Inc., Synthesis Energy Systems, Webstakes.com, Inc. and many others.
  • High-yield bond offerings, representing issuers and initial purchases, including Icahn Enterprises L.P., Pegasus Solutions, Inc., Altra Industrial Motion, AmeriCast Technologies, Inc., Rafaella Apparel Group, Blue Ridge Paper Products, Inc. and Wheeling Island Gaming, Inc., among others. 
  • Public company mergers, acquisitions and control contests, including the sale of Annie’s Inc. to General Mills, the sale of The Student Loan Corporation to Discover Financial Services and Sallie Mae, the acquisition by Grifols S.A. of Talecris Biotherapeutics Holdings Corp., the acquisition of Tween Brands by Dress Barn, Inc., the restructuring of Dress Barn, Inc. into Ascena Retail Group, Inc., the acquisition of Charming Shoppes, Inc. by Ascena Retail Group, proxy contests involving Presidential Life Corporation, the acquisition of Presidential Life by Athene Annuity & Life Assurance Company and the acquisition by Textron Inc. of United Industrial Corporation, among many others. 
  • General representation of public companies, including Annie's Inc., Ascena Retail Group, Inc., Henry Schein, Icahn Enterprises L.P., Installed Building Products Inc., Maidenform Brands, Inc. and Presidential Life Corporation

Related Practices

  • Capital Markets
  • Mergers & Acquisitions
  • Corporate Governance

Education

  • Columbia University School of Law, J.D., 1983
    Harlan Fiske Stone Scholar
  • Boston University, B.A., 1979
    magna cum laude

Bar Admissions

New York


Martin Dunn is a Corporate Finance partner 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.

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 and is a recommended lawyer by Legal 500 USA for Capital Markets in Debt Offerings, Equity Offerings and High-Yield Offerings. 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 Practicing Law Institute. Mr. Dunn is 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.


Mike Hermsen has an extensive practice that focuses on securities matters. He represents issuers, investment banking firms and security holders in connection with issuances of equity and debt securities. Mike also represents corporate clients in connection with compliance, reporting and stock exchange matters and counsels companies, boards of directors and management on, among other matters, stock repurchases, liability management, executive compensation reporting and corporate governance matters.

Before Mike joined Mayer Brown in 1994, he had extensive experience with the US Securities and Exchange Commission in Washington, DC. In the SEC’s Division of Corporation Finance he served as Assistant Director (1992-1994), Special Counsel (1990-1992) and Attorney/Advisor (1986-1990). He also has accounting and audit experience with a then-Fortune 500 manufacturing corporation.

Mike has been included in The Best Lawyers in America in the practice areas of Securities/Capital Markets Law and Securities Regulation for over a decade and Legal 500 recommends Mike in “Capital Markets – Equity Offerings” noting Mike has “unsurpassed knowledge of SEC rules.”   In addition, Mike is frequently cited in the media regarding new regulatory initiatives.

Representative Recent Publications

  • “New Considerations as SEC Amends Registration Rules,” Law360, May 2016
  • “SEC Provides Guidance on Excluding Shareholder Proposals,” Insights, December 2015
  • “Practical Implications of Pay Ratio Disclosure,” Insights, September 2015
  • “Considerations for Changes in Directors and Executive Officers of a US Public Company,” Insights, July 2015
  • “Shareholder Engagement and the Proxy Season,” The Review of Securities & Commodities Regulation, January 2015
  • “Additional SEC Guidance on Well-Known Seasoned Issuer Waivers,” Insights, May 2014
  • “The Practical Implications of the SEC’s Recent Changes to Regulation D,” Practical Compliance and Risk Management, November/December 2013

Representative Recent Seminars and Presentations

  • Annual Disclosure Documents, PLI, New York, December 7-8, 2015 (co-chair)
  • Annual Disclosure Documents, PLI, New York – December 1, 2014, Chicago (co-chair) December 4-5, 2014
  • Private Placements and Other Financing Alternatives 2014, PLI, New York, March 25, 2014
  • Implementation of the SEC’s New Conflict Minerals Rules, Association of Corporate Counsel; Westchester/Southern Connecticut Chapter, White Plains, NY, February 27, 2014
  • Annual Disclosure Documents:  Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments, PLI Chicago (co-chair 2012 and 2013)
  • The Impact of the JOBS Act on the Capital-Raising Process, Lexis Practical Advisor, Chicago, September 25, 2013
  • Implementing the JOBS Act – What We Know, What We Don’t and When We Will, ABA Business Law Section, Fall Meeting, Washington, D.C., November 17, 2012
  • The JOBS Act:  Emerging Growth Companies, Private Offerings and Exchange Act Registration Triggers, ABA Business Law Section, Annual Meeting, Chicago, August 3, 2012

Education

  • University of Wisconsin Law School, JD, 1986.
  • Marquette University, MBA, 1982, BS, 1980.

Professional Associations

  • American Bar Association, Business Law Section – Chair, Securities Registration Subcommittee of the Federal Regulation of Securities Committee (2012-2015)
  • Illinois State Bar Association, Section of Corporations, Securities and Business Laws
  • State Bar Association of Wisconsin
  • Chicago Bar Association


Sara Hanks, co-founder and CEO of CrowdCheck, is an attorney with over 30 years of experience in the corporate and securities field. CrowdCheck provides due diligence, disclosure and compliance services for online capital formation. Its services help entrepreneurs and project sponsors through the disclosure and due diligence process, give investors the information they need to make an informed investment decision and avoid fraud and help intermediaries avoid liability.

Sara’s prior position was General Counsel of the bipartisan Congressional Oversight Panel, the overseer of the Troubled Asset Relief Program (TARP). Prior to that, Sara spent many years as a partner of Clifford Chance, one of the world’s largest law firms.  While at Clifford Chance, she advised on capital markets transactions and corporate matters for companies throughout the world.  Sara began her career with the London law firm Norton Rose. She later joined the Securities and Exchange Commission and as Chief of the Office of International Corporate Finance led the team drafting regulations that put into place a new generation of rules governing the capital-raising process.

Sara received her law degree from Oxford University and is a member of the New York and DC bars and a Solicitor of the Supreme Court of England and Wales. She serves as co-Chair of the SEC’s Advisory Council on Small and Emerging Companies. She holds a Series 65 securities license as a registered investment advisor. Sara is an aunt, Army wife, skier, cyclist, gardener and animal lover.


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

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

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


A partner in the Corporate Department, Raphael M. Russo focuses on capital markets and corporate finance as well as the representation of public companies and investors.

EXPERIENCE

As a member of the Securities Practice Group, Ray has represented issuers and underwriters in connection with initial public offerings, secondary offerings and Rule 144A debt offerings. His transaction experience includes offerings for both domestic and foreign issuers. He also regularly advises issuers and investors in connection with restructurings, recapitalizations and shareholder activism. Ray is recognized by The Legal 500 in Capital Markets.

As part of his domestic and international issuer practice, Ray advises public companies on a range of corporate governance and disclosure issues. He also helps senior management and significant shareholders of public companies implement liquidity and monetization strategies.

He represents financial institutions on transactional and regulatory matters and also provides advice on trading and compliance issues to investment managers.

PRACTICES

Corporate
Capital Markets & Securities
Corporate Governance

RELATED REGIONS

Asia, Europe, India

EDUCATION

J.D., Harvard Law School, 1994
cum laude
B.A., Amherst College, 1989
magna cum laude

RECOGNITION

The Legal 500


Adam H. Arkel is Associate General Counsel at the Financial Industry Regulatory Authority (FINRA).  In this role, he helps develop policies and rules governing FINRA member firms, including such areas as broker-dealer financial responsibility and risk oversight, regulation of derivatives, and crowdfunding.  Prior to joining FINRA, Mr. Arkel was an Associate at a large law firm in Washington, DC, where he represented firms and individuals in connection with Securities and Exchange Commission investigations and enforcement actions.  Mr. Arkel completed his JD at Duke University School of Law.  He completed MA and PhD degrees in political science at the University of Chicago, where his research focused on the Greater China region.  Mr. Arkel has published on a variety of topics, including the enactment of China’s property law.


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


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.


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 United Mexican States  in introducing the new generation of collective action and ranking clauses for sovereign bonds, which reflect the outcome of extensive consultations among sovereign issuers, the official sector and market participants. 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.

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.


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.


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.


Zachary O. Fallon is a Special Counsel in the Office of Small Business Policy in the U.S. Securities and Exchange Commission's Division of Corporation Finance. The office advises on policy and rulemaking relating to private and limited offerings of securities and disclosure requirements for smaller public companies.

Mr. Fallon joined the SEC in 2009 as an Attorney-Advisor in the Office of the General Counsel. Prior to joining the SEC, Mr. Fallon practiced securities and corporate law in the London and San Francisco offices of Latham & Watkins LLP.

Mr. Fallon received his law degree from the University of California, Berkeley School of Law (Boalt Hall) and is a graduate of Trinity College, London (UK).


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 its 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 Committee on Federal Regulation of Securities 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 also 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 and securities law matters.