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Global Capital Markets & the U.S. Securities Laws 2014: Raising Capital in an Evolving Regulatory Environment

 
Author(s): Paul M. Dudek, David M. Lynn
Practice Area: Corporate & Securities
Published: Jun 2014
PLI Item #: 51336
CHB Spine #: B2107

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.


Paul Dudek is counsel in the Washington, D.C. office of Latham & Watkins. Mr. Dudek joins Latham after 23 years as Chief of the Office of International Corporate Finance in the US Securities Exchange Commission’s (SEC) Division of Corporation Finance.

Profile

Mr. Dudek’s practice covers all aspects of cross-border capital market transactions involving non-US companies and sovereigns, as well as related regulatory matters.

In his previous role, Mr. Dudek oversaw the Office’s efforts to develop and implement rulemaking initiatives and interpretive policies pertaining to US public and private offerings, listings and other transactions and periodic reporting by foreign private issuers in the US and multinational offerings by foreign and domestic issuers, especially with respect to Regulation S, Rule 144A, Form 20-F and Securities Act and Exchange Act filings by foreign private issuers, the Multijurisdictional Disclosure System (MJDS), American depositary receipts (ADRs) and International Financial Reporting Standards (IFRS).

Mr Dudek has deep and rich experience in SEC registrations. During his tenure as Office Chief, more than 2,000 foreign private issuers completed their initial registrations with the SEC, including through traditional global or US-only IPOs, privatizations, spin-offs, straight listings and M&A transactions, and many sovereign issuers completed their initial US registered debt offerings. Similarly in that time, numerous foreign corporate and governmental issuers effected a wide range of follow-on capital markets transactions in SEC registered offerings.

Among his recent efforts, Mr. Dudek led various initiatives relating to IFRS, and he helped implement rulewriting and other projects under the Dodd-Frank Act of 2010 and the JOBS Act of 2012, including projects relating to cross-border derivatives transactions, the extra-territorial application of the anti-fraud provisions of the federal securities laws, and amendments to Rule 144A.

Mr. Dudek also served as the Commission’s representative to the Corporate Governance Committee of the Organization for Economic Co-operation and Development (OECD). He completed significant work relating to international organizations, including the International Organization of Securities Commissions (IOSCO) and the Financial Stability Board.

Prior to joining the SEC, Mr. Dudek was in private practice in New York, where he advised a range of foreign and US companies and financial intermediaries on capital markets transactions.

Mr. Dudek was an adjunct professor at Georgetown University Law Center.

Thought Leadership

Mr. Dudek is frequently asked to speak and write on emerging industry topics, including:

Speaking

  • Sole speaker, “Public Offerings in the United States,” China Securities Regulatory Commission (2014)
  • Keynote Speaker, Practising Law Institute – Annual Securities Law Institutes (2013)
  • Lead Presenter, SEC International Technical Assistance Programs in Turkey (2010-2011)
  • Testified, Congressional US-China Security and Economic Review Commission (2010)
  • Co-Moderator, “Practical Issues Surrounding the Use of IFRS in the US in Recent Years,” SEC Public Roundtable (2007

Writing

  • “The SEC and Foreign Private Issuers,” US Securities Laws and Foreign Private Issuers (2007)
  • “SEC Disclosure Requirements,” Zugang zum US-Kapitalmarkt für Deutsche Aktiengesellschaften (1998)

Education

JD, New York University School of Law, cum laude, Order of the Coif

BA, Fordham University, Phi Beta Kappa, summa cum laude

Bar Qualifications

District of Columbia, New York

Languages

English