Skip to main content

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


Speaker(s): Barbara A. Stettner, Carol Phethean, Daniel K. Winterfeldt, Eric Pan, Eric W. Blanchard, Joan E. McKown, Joseph P. Babits, Linda Chatman Thomsen, Martin P. Dunn, Mary B. Tokar, Matthew A. Chambers, Michael D. Mann, Nicolas Grabar, Susan Baker, Susan C. Ervin, Wayne E. Carnall, Z Julie Gao
Recorded on: Jun. 4, 2014
PLI Program #: 51339

Daniel Winterfelt is the Head of International Capital Markets and the Diversity & Inclusion Partner for CMS Cameron McKenna LLP. Daniel is a US securities partner and has over 15 years-experience practising in the London and New York markets. At the 2012 FT Legal Awards, Daniel Winterfeldt was recognised with the only individual award, being named the Legal Innovator of the Year for his work building the capital markets practice as well as founding and co-chairing both the Forum for US Securities Lawyers in London and the InterLaw Diversity Forum.

Daniel is the founder and Co-Chair of the Forum for US Securities Lawyers in London (the "Forum"), a trade association representing over 1,500 US-qualified lawyers practising at a number of law firms and financial institutions in the London capital markets, as well as market participants including securities exchanges, settlement systems and registrars. Founded in 2006, the Forum is an independent, self-funded organisation dedicated to addressing issues of, application of and compliance with, US securities laws in the London and international capital markets. For additional information on the Forum please visit www.tffuslil.com.


Barbara is the managing partner of the Washington, D.C. office. Barbara's practice focuses on advising U.S. and foreign financial institutions on their regulatory and compliance obligations under the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and the Bank Secrecy Act. Barbara represents foreign and domestic banks, asset managers and broker-dealers on the regulatory obligations of domestic and cross-border fund raising activities including broker-dealer, finder and placement agent status questions, sales practice requirements and the federal and state pay-to-play, ethics and lobbying regulations. She is currently lead counsel to SIFMA’s State and Local Government Committee in their response to FINRA’s proposed “pay-to-play” rules for placement agents and is co-leading an industry working group with SIFMA to modernize Exchange Act Rule 15a-6.

Before entering private practice, she worked at the SEC’s Division of Market Regulation (now Trading and Markets), where she served as Special Counsel in the Office of the Chief Counsel and as an Attorney-Advisor in the Office of Risk Management and Control. She also served as Senior Counsel in the Commission’s Office of International Affairs. Prior to joining the firm, Barbara practiced at prominent law firms in Washington, D.C. and London. She also worked with the Financial Services Volunteer Corp, and regularly provided pro bono technical assistance to emerging markets on the regulatory and supervisory systems of markets and market intermediaries, including Jordan, the UAE, Russia, and Romania.

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


Eric J. PAN is Associate Director of the Office of International Affairs at the U.S. Securities and Exchange Commission where he oversees international regulatory policy and comparative law for the Commission. He has represented the SEC in the Financial Stability Board, International Organization of Securities Commissions, OTC Derivatives Regulators Group, US-EU Financial Markets Regulatory Dialogue, and various other multilateral and bilateral fora. Before joining the SEC, he was a professor at the Benjamin N. Cardozo School of Law in New York, conducting research on financial regulation, corporate law, securities law and international law, and director of The Heyman Center on Corporate Governance. Mr. Pan is a member of The American Law Institute, an editorial board member of the Journal of Financial Regulation and Journal of Regulation, and an advisory board member of the Centre for Financial Regulation and Economic Development in Hong Kong. He received his J.D. from Harvard Law School, M.Sc. from the University of Edinburgh, and A.B. from Harvard College.


Joan McKown's practice focuses on investigations, enforcement actions, and other proceeding with U.S. and foreign regulators. She also counsels financial institutions, boards, corporations, and individuals on issues related to the U.S. Securities and Exchange Commission, as well as corporate governance, compliance, and ethics matters.

Joan recently represented corporations and corporate officers in SEC investigations involving corporate disclosure, books and records, internal controls, insider trading, and the FCPA.

Prior to joining Jones Day, Joan was the longtime chief counsel of the Division of Enforcement at the SEC. During her 24-year career at the SEC, she played a key role in establishing enforcement policies at the agency and worked closely with the Commission and senior SEC staff. Her substantive experience extends across the full range of Division of Enforcement matters including corporate disclosure, insider trading, investment companies and investment advisors, broker dealers, and the FCPA. She oversaw the drafting of the Enforcement Division Manual and played a significant role in recent organizational changes in the Division. Joan also served as a key liaison between the Division of Enforcement and other regulatory authorities including the Department of Justice, Commodities Futures Trading Commission, federal banking regulators, and state securities regulators. She led Wells meetings and settlement negotiations of thousands of SEC enforcement matters.

Joan frequently lectures on SEC topics related to Enforcement, Dodd-Frank, financial institutions, disclosure, FCPA, and insider trading. She is a member of the board of trustees of the Legal Aid Society of the District of Columbia.

EXPERIENCE HIGHLIGHTS

CEO of information technology company resolves SEC investigation

Pro bono client wins in D.C. Superior Court Housing Conditions Court

Private equity adviser avoids securities fraud claims by SEC after Wells submission

HONORS & DISTINCTIONS

Recipient of the SEC's:

Law and Policy Award (2010)

Distinguished Service Award, which is the highest honor the agency bestows on an individual (2004)

Stanley Sporkin Award, which recognizes SEC staff who have made exceptionally tenacious and insightful contributions to the enforcement of the federal securities laws (1994)

Education

Drake University (J.D. with honors 1983; Order of the Coif; Law Review); Vanderbilt University (B.A. 1980)

Bar Admissions

District of Columbia, Missouri, and Illinois

Clerkships

Law Clerk to Senior Judge J. Smith Henley, U.S. Court of Appeals, Eighth Circuit (1984-1986)

Government Service

Served with the U.S. Securities and Exchange Commission (1986-2010) in various positions, including Branch Chief and Assistant Director before being named Chief Counsel of the Division of Enforcement in 1993


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.


Matthew A. Chambers
Partner

Matthew Chambers' practice focuses on investment management matters. His clients include registered investment companies and investment advisers and private and offshore funds. Before joining private practice, Mr. Chambers served as Associate Director (Regulation) in the US Securities and Exchange Commission's Division of Investment Management. He joined the firm in 1999.

Until 1995, Mr. Chambers served as Associate Director (Regulation) in the US Securities and Exchange Commission's Division of Investment Management. In this capacity, he supervised three offices: the Office of Investment Company Regulation, which is responsible for the review of exemptive applications filed by investment advisers and investment companies; the Office of Regulatory Policy, which writes rules regarding the substantive regulation of investment companies; and the Office of Public Utility Regulation, which administers the Public Utility Holding Company Act of 1935. Mr. Chambers also directed the Division's task force that reexamined investment company regulation and drafted the 1992 report, Protecting Investors: A Half Century of Investment Company Regulation, which set the agenda for mutual fund regulation for several years.

From 1995 to 1999, Mr. Chambers was with Debevoise & Plimpton, where he concentrated on mutual fund, private fund and investment adviser matters.

Honors & Awards

  • Selected by his peers for inclusion in The Best Lawyers in America 2008,2009, 2010 in the area of securities law, and 2011, 2012, 2013 and 2014 in the areas of securities law and mutual funds law
  • Selected as a 2007 Washington, DC Super Lawyer for his outstanding work in securities and corporate finance
  • Recipient of both the SEC Distinguished Service Award and the SEC Supervisory Excellence Award

Practice Area

  • Securities
    • Alternative Investment
    • Futures and Derivatives
    • Investment Management

Education

JD, University of Michigan Law School, 1982, Order of the Coif

BA, Duke University, 1979, Phi Beta Kappa

Bar Admissions

District of Columbia


Michael D. Mann established RK&O’s Washington, D.C. office in 1996. Mr. Mann’s legal practice focuses on international securities regulation and enforcement and the cross-border conduct of business. He provides strategic advice and counseling to clients engaged in business subject to regulation in the United States and throughout the world. He regularly represents public companies and their audit committees, officers and directors in connection with their compliance with U.S. regulatory requirements including the Dodd-Frank and Sarbanes-Oxley Acts. Examples of Mr. Mann’s recent representations include:

  • Representation of Audit and Governance Committees of Boards of Directors of US and foreign private issuers in connection with allegations of violations of the US securities laws;
  • Representation of senior officers of U.S. and foreign issuers and hedge funds in connection with SEC investigations and regulatory inquiries in matters involving securities trading, accounting and disclosure, the operation and establishment of internal controls under the Sarbanes-Oxley Act and the application of the Foreign Corrupt Practices Act; and
  • On-going advice to hedge funds and financial institutions in connection with the development of comprehensive compliance programs to address regulatory obligations imposed by U.S. and foreign securities laws and regulations.

Prior to entering private practice, Mr. Mann served as an attorney at the U.S. Securities and Exchange Commission, including seven years as the first Director of the Office of International Affairs, and prior to that as Associate Director of the Division of Enforcement. Mr. Mann established the key formal and informal regulatory and enforcement relationships between the SEC and its foreign counterparts throughout the world. Mr. Mann also led the SEC’s development of new regulatory approaches to facilitate access to the U.S. securities markets through cross-border securities offerings.

Mr. Mann has been recognized since 2009 as a “Leading Individual” in the area of Securities Regulation and Litigation by Chambers USA: America's Leading Lawyers for Business. Mr. Mann was also recognized in the area of Securities Law by The Best Lawyers in America®, which stated that he "is the kind of outside counsel most in-house lawyers seek: he is knowledgeable, responsive and provides his advice in a very calm and effective manner on a wide range of issues."  He is also is a Member of the Council on Foreign Relations, the Board of Advisors to the Securities and Exchange Commission Historical Society and a Member of the Federal Bar Association / Securities Law Committee Executive Council.

PRACTICE AREAS

Civil Litigation

Corporate and Business Transactions

Regulation and Compliance

Securities Enforcement, Internal and Government Investigations and Criminal Defense

EDUCATION

Antioch School of Law, J.D., 1981

Hampshire College, B.A., 1975

BAR AND COURT ADMISSIONS

New York

District of Columbia


Susan L. Baker
Director, Office of International Banking and Securities Markets

Susan L. Baker currently serves as the Director of the U.S. Treasury Office of International Banking and Securities Markets, responsible for managing the Treasury team covering international aspects of U.S. regulatory reform, multilateral financial regulatory issues, and various bilateral regulatory dialogues. Previously, she served as Treasury’s Financial Attaché for Europe (2011-2013 based in Brussels) and for Southeast Asia (2007-2009 based in Singapore) where she engaged private and public sector officials in the region on the full range of Treasury's macro-economic, financial sector, and AML-CFT issues. She also served as the Deputy Director of the Office of International Banking and Securities where she led the team responsible for multilateral financial regulatory issues, including work in the G-20 process and the Financial Stability Board, and covered Western European financial sector issues, including the US-EU Financial Markets Regulatory Dialogue. She also served as a senior international economist analyzing financial sector issues in China, Japan, and Australia, and coordinating U.S. policies on a variety of financial regulatory issues including hedge funds, credit rating agencies, derivatives and insolvency systems. She also led the U.S. delegation to the OECD Steering Group on Corporate Governance, the global standard setter for best practices in corporate governance, and was an active participant in OECD outreach to improve corporate governance in emerging markets. She came to Treasury with a wide range of public and private sector experience, including five years as an international equity fund manager and two as a sell-side banking analyst in Indonesia during the Asian financial crisis. She was also a policy advisor -- with a primary focus on banking and corporate restructuring policy -- for the Indonesian government, USAID, and the World Bank. She has a master's degree in public policy from Harvard and a bachelor's degree in foreign service from Georgetown.


Appointed: 7 January 2013
Term expires: 30 June 2017
Geographical allocation: North America

Ms Tokar is a highly-respected figure in the field of international financial reporting. Prior to joining the IASB, she served as the global leader for KPMG’s International Financial Reporting Group, leading KPMG’s dialogue with the global accounting regulatory and standard-setting communities. Ms Tokar has significant experience in the application of International Financial Reporting Standards (IFRSs) in both developed and emerging economies, having worked in KPMG’s global IFRS group with engagement teams and clients around the world in their transition to and application of IFRSs. She served as a member of the IFRS Interpretations Committee between 2001 and 2007 and was a KPMG global leader for employee benefit and share-based payment accounting.

Previously, Ms Tokar worked at the US Securities and Exchange Commission (SEC) as the  Senior Associate Chief Accountant, International, in the Chief Accountant’s Office. At the SEC Ms Tokar was the lead SEC representative for international accounting issues, and she chaired an international committee of securities regulators working on disclosure and accounting issues for the International Organization of Securities Commissions (IOSCO).


Ms. Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is a partner in Davis Polk’s Litigation Department and practices in the Washington DC office. Her practice concentrates in matters related to the enforcement of the federal securities laws.

She has represented clients in SEC enforcement investigations and inquiries, in enforcement matters before other agencies, including the Department of Justice (various U.S. Attorneys Offices) and the Commodities Futures Trading Commission, in investigations and inquiries from self-regulatory agencies, including FINRA, and in internal investigations.

These matters, which are typically nonpublic, have covered a broad range of securities-related subject matters, including insider trading, foreign corrupt practices, financial reporting, manipulation and regulatory compliance. Her clients have included major financial institutions, regulated entities, public companies and senior executives.

Ms. Thomsen returned to Davis Polk in 2009 after 14 years of public service at the SEC. While there she held a variety of positions and ultimately served as the Director of Enforcement from 2005 through February 2009. During her tenure as the Director of Enforcement, she led the Enron investigation, the auction rate securities settlements, the stock options backdating cases and the expansion of the enforcement of the Foreign Corrupt Practices Act.

WORK HIGHLIGHTS

Ms. Thomsen has been at the forefront of high-profile matters relating to:

  • High-frequency trading
  • Mortgage-backed securities
  • The "princelings" investigations
  • Analyst surveys and alpha-capture programs
  • Trading-surveillance policies and procedures
  • Market disruptions
  • FCPA violations
  • The sovereign wealth fund business

Her recent public representations include:

  • Liquidnet, a dark pool, in connection with an SEC investigation into the use of confidential customer data, in a matter resolved with a non-fraud settlement
  • MF Global's independent directors in connection with all litigation and investigations surrounding MF Global's well-publicized failure and bankruptcy
  • A major financial institution in connection with inquiries by the SEC related to a $3.7 billion capital-reporting error
  • The board of directors of Direct Edge in connection with an SEC multidisciplinary inquiry relating to potential violations concerning technology, information security, securities compliance and governance
  • McGraw Hill Financial, Inc. and Standard & Poor's Financial Services LLC in connection with lawsuits brought by the SEC, DOJ and Attorneys General of numerous states concerning the ratings of residential mortgage-backed securities
  • Two stock exchanges, EDGA and EDGX, formerly owned by Direct Edge Holdings and since acquired by BATS Global Markets in connection with an investigation by the SEC related to high-frequency trading

Many of Ms. Thomsen's most successful matters have not resulted in public charges and therefore remain confidential.

RECOGNITION

Ms. Thomsen is consistently recognized for her work by several leading industry publications, including:

  • Chambers USA
  • Benchmark Litigation
  • The Legal 500 U.S.
  • Best Lawyers in America
  • Securities Docket's – “Enforcement 40,” 2013
  • The Burton Awards for Legal Achievement – “Distinguished Legal Writing Award,” 2012
  • Washington Business Journal’s – “Women Who Mean Business,” 2010
  • Ethisphere’s – “100 Most Influential People in Business Ethics,” 2009
  • Wall Street Journal’s – “The 50 Women to Watch,” 2005, 2006

PROFESSIONAL HISTORY 

  • Partner, Davis Polk, 2009-present
  • Securities and Exchange Commission: served for 14 years in the Enforcement Division as Director (2005-2009), Deputy Director (2002-2005), Associate Director (2000-2002), Assistant Director (1997-2000), Assistant Chief Litigation Counsel (1995-1997)
  • Counsel, Davis Polk, 1989-1995
  • Associate, Davis Polk, 1979-1983; 1985-1989

BAR ADMISSIONS

  • District of Columbia
  • State of New York
  • U.S. District Court, District of Columbia

EDUCATION

  • A.B., Smith College, 1976
    • with high honors
  • J.D., Harvard Law School, 1979


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.


Susan Chadwick Ervin is a member of the Financial Institutions Group at Davis Polk & Wardwell LLP.  Her practice specializes in advising financial institutions, investment managers, end users and other market participants concerning derivatives transactions.  Prior to joining Davis Polk, Ms. Ervin served as a Senior Derivatives Adviser and Attorney Fellow at the U.S. Securities and Exchange Commission, where she helped develop new regulatory approaches to the derivatives markets and participated in the agency’s development of an implementation program for the Dodd Frank Act.  Previously, Ms. Ervin led the derivatives practice at a major international law firm and served for more than ten years as Deputy Director and Chief Counsel of the Division of Trading and Markets of the Commodity Futures Trading Commission. She is the co-author of Derivatives Regulation, a leading treatise on the subject, has written extensively on derivatives regulatory issues and is a frequent speaker at continuing legal education programs. She is a former chair of the Derivatives and Futures Committee of the American Bar Association and the Futures Committee of the New York City Bar Association.


PricewaterhouseCoopers:

Wayne re-joined the Firm in 2011 as a partner in the National Professional Services Group and supports US and International clients in addressing complex accounting and reporting matters including those that are unique to the SEC regulatory requirements. He is a member of the Firm’s SEC Leadership Team. Wayne was named to the 2013 Global Accountancy Power 50 by the International Accounting Bulletin. He is a member of the Board of Directors of the Association of SEC Alumni and the Advisory Board of PLI’s
SEC Institute.

From 1997 to 2007, Wayne was a Partner in the National Professional Services Group where he assisted clients and engagement teams in addressing US GAAP, PCAOB standards and SEC reporting issues primarily for non-US companies. He was also responsible for publishing the Firm’s policy and procedures on matters relating to US GAAP, PCAOB standards and SEC reporting matters relating to non US companies, and developing training for partners and staff outside of the US. Wayne was a member of the following groups: AICPA International Practices Task Force; PwC Global International Financial Reporting Standards Board; PwC Global 404 Steering Committee. He has worked on many global Fortune 500 companies.

From 1981 to 1991 Wayne held various positions including senior manager and worked on public and non-public companies in various industries.

US Securities and Exchange Commission –
Division of Corporation Finance:

From 2007 to 2011, Wayne was Chief Accountant of the Division of Corporation Finance where he was responsible, in conjunction with other senior officers, for planning and developing polices programs, procedures, and training relating to the financial reporting matters with respect to the work of the Division. He rendered decisions on financial reporting matters relating to the public companies that file with the SEC. He collaborated with the Chief Accountant of the Commission, the Division of Enforcement, and other Divisions and Offices on unique issues and policy matters; worked with other government officials in addressing financial reporting matters. He was responsible for guidance published by the Division on financial reporting matters including the Financial Reporting Manual, guidance for smaller issuers and banks, CDIs relating to financial reporting matters, etc. Wayne jointly authorized the issuance of Staff Accounting Bulletins and assisted in drafting a number of commission rules on a variety of subjects. He worked with the FASB, EITF, PCAOB and IASB in addressing issues of mutual interest. He also served as an observer to the PCAOB’s Standing Advisory Group.

From 1991 1997, Wayne held various positions including Associate Director, Deputy Chief Accountant, Associate Chief Accountant and Staff Accountant.

Publications:

Wayne has published articles in several professional magazines on SEC reporting matters and other accounting/auditing matters including: Accountancy in the UK, Contaduria Publica in Mexico; Der Schweizer Treuhander in Switzerland and The CPA Journal. He is a former member of the Editorial Advisory and Review Board for Accounting Horizons.

Education:

Wayne is a graduate of Alfred University and is a Certified Public Accountant in several states.