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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

Barbara is the managing partner of the Washington, D.C. office. Barbara's practice focuses on advising U.S. and foreign financial institutions on their regulatory and compliance obligations under the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and the Bank Secrecy Act. Barbara represents foreign and domestic banks, asset managers and broker-dealers on various regulatory aspects of Dodd-Frank, including Volcker and those provisions involving municipal advisors, investment advisers, and securities-based swap dealers. Barbara's practice also focuses on the regulatory obligations of domestic and cross-border fund raising activities including broker-dealer, finder and placement agent status questions, sales practice requirements and the federal and state pay-to-play, ethics and lobbying regulations.

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

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

Legal qualifications

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

Academic qualifications

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

Speaking engagements

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

Publications

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


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.


EXPERIENCE HIGHLIGHTS

Global automotive parts company successfully defends potential adverse administrative action by federal government

CEO of information technology company resolves SEC investigation Pro bono client wins in D.C. Superior Court Housing Conditions Court

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.


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.


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.


Mary Tokar
Member, International Accounting Standards Board

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).


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


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.


PricewaterhouseCoopers:

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

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

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

US Securities and Exchange Commission – Division of Corporation Finance:

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

From 1991 t0 1997, Wayne held various positions including Associate Director, Deputy Chief Accountant, Associate Chief Accountant and Staff Accountant.

Publications:

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

Education:

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


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.


Daniel is a partner in the Firm’s Financial Industry Group. Currently based in Reed Smith’s London office, Daniel’s practice focuses on representing US, UK, European and Asian investment banks and corporate issuers in a wide range of securities transactions, including Rule 144A and Regulation S equity and debt offerings; Category 3, Regulation S transactions for US companies listing in the United Kingdom; rights offerings; exchange offers; equity-linked securities offerings; initial public offerings and secondary and follow-on offerings of equity securities, including SEC-registered transactions. He also provides ongoing US securities advice to the London Stock Exchange through the Forum for US Securities Lawyers in London, which Daniel is the founder and co-chair.

Daniel's US securities practice is highlighted in various directories:

Chambers & Partners 2016 states that Daniel "is tenacious, determined and has a deep knowledge of US securities law," comments one client, who adds: "This enables him to think about solutions that work from a UK and US legal and commercial perspective."

Legal 500 2015 recognises Daniel as being a “technically strong and driven” key contact, as well as recommended by Legal 500 for US securities matters.

Chambers & Partners 2014 states: “Daniel Winterfeldt is ‘someone you want to have on your side’ according to sources, who also highlight that he is ‘commercial and energetic.’”

Daniel is founder and co-chair of the The InterLaw Diversity Forum for LGBT Networks; an inter-organisational forum with over 1,500 members and supporters from more than 70 law firms and 40 corporates and financial institutions.

Daniel’s work in international capital markets, as well as diversity and inclusion, has been recently shortlisted this year by the FT Innovative Lawyer Awards for Innovation in Legal Expertise and Innovation in People, respectively.

Employment History

  • 2016 - Reed Smith
  • 2011 - CMS Cameron McKenna
    • Head of International Capital Markets, Diversity and Inclusion Partner
  • 2007 - Simmons & Simmons
    • US Securities Partner and CR and Diversity Partner
  • 2005 - Jones Day
            Senior Associate, US Securities


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.


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 non-public, 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 back dating cases and the expansion of the enforcement of the Foreign Corrupt Practice Act.

She is a graduate of Smith College (A.B. ’76, Government (High Honors)) and Harvard Law School (J.D. ’79).