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Regulation A+ (Section 3(b)(2)) Offerings: Stepping Stone to IPO, or IPO Alternative?


Speaker(s): Anna T. Pinedo, Martin P. Dunn
Recorded on: Jan. 14, 2014
PLI Program #: 55030

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)


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.