Agenda
Now that the capital markets are once again opening, many foreign issuers will consider accessing the U.S. markets as part of their financing strategy. Foreign issuers that do not wish to become subject to U.S. reporting requirements have a number of alternatives including private placements of debt securities and Rule 144A offerings. We will discuss the institutional debt private placement market and the 144A market. For foreign issuers that choose to go public in the U.S., there have been a number of recent developments to consider. We will discuss these developments, including those that are part of the SEC's Foreign Issuer Reporting Enhancements (FIRE).
This webinar covers:
- Capital Raising Alternatives for Foreign Issuers
- 4(2) Institutional Private Placements
- 144A Market
- ADR Programs
- Registered Public Offerings in the U.S.
- IPO Market Update
- Accounting and Corporate Governance Considerations
- Changes Relating to Deregistration
- Elimination of US GAAP Reconciliation and IFRS Convergence
- Foreign Issuer Reporting Enhancements
- Testing Status
- New Form 20-F Filing Deadline
- Enhanced Disclosures in Form 20-F
- Financial Statement Changes
Upon completion of this program, participants will be able to:
- Understand financing options for foreign issuers that seek to access
the US capital markets - Learn about sponsored and unsponsored ADR programs
- Prior to preparing this year's Form 20-F, review the SEC's recent rule
changes that may affect disclosures - Learn about Foreign Issuer Reporting Enhancements
Speakers
Anna Pinedo, James Tanenbaum
James R. Tanenbaum, Partner, Morrison & Foerster
James R. Tanenbaum is a partner in Morrison & Foerster’s New York Office and serves as Chair of the firm’s Global Capital Markets practice. Mr. Tanenbaum has concentrated his practice on corporate finance and the structuring of complex domestic and international capital markets transactions. He represents issuers, including some of the nation’s largest financial institutions, underwriters, agents, and other financial intermediaries, in public and private offerings of securities as well as issuers, investment banks, and purchasers in hybrid, mortgage-related, and derivative securities transactions. He has developed some of the most widely used hybrid techniques for the placement and distribution of securities.
Mr. Tanenbaum works closely with leading investment banks to formulate new methodologies for securities offerings and to structure innovative financial products. He has also represented many technology-based companies, including biotech and medical device companies. He is a frequent lecturer on capital markets topics, and has lectured at the Securities and Exchange Commission, SIFMA and at a variety of securities industry groups. Mr. Tanenbaum has been cited as a recommended lawyer for capital markets in the IFLR 1000 Guide to Leading Lawyers, as one of America’s leading lawyers for capital markets – debt and equity by Chambers USA and Chambers Global, as a recommended lawyer for capital markets – debt and equity transactions by The Legal 500 – United States, and as a recommended lawyer for capital markets – equity by PLC Which lawyer. He lectures at law schools in the United States and abroad. He is co-author of a treatise titled “Exempt and Hybrid Securities Offerings,” published by Practising Law Institute (2009) and also co-author of BNA Tax & Accounting Portfolio, SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009). Additionally, Mr. Tanenbaum co-authored “Regulation of Financial Institutions, Financial Crises and Rescue Packages in Europe: the Iceland Case,” 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).
Born in New York, NY, Mr. Tanenbaum received his B.A. degree from Lehigh University in 1971, graduating summa cum laude. In 1972, he received his M.A. from Fletcher School of Law and Diplomacy of Tufts and Harvard Universities and received his J.D. in 1975 from the University of Pennsylvania where he was an Editor of the University of Pennsylvania Law Review. Mr. Tanenbaum is a member of the New York Bar.
Mr. Tanenbaum is a member of the Board of Trustees of Lehigh University and the National Chair of the Benjamin Franklin Society of the University of Pennsylvania.
Anna T. Pinedo, Partner, Morrison & Foerster
Anna T. Pinedo is a partner in Morrison & Foerster’s New York office. Ms. 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 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 has worked 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 commercial paper 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, monetization, and hedging techniques. Her work focuses on foreign exchanges, 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, equity- and credit-linked notes, and off-balance sheet structures. Ms. Pinedo also has advised derivatives dealers regarding their Internet sites and other Internet and electronic signature/delivery issues.
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, a member 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 the securities offering reforms, revisions to accelerated filing and the smaller public company proposals. Ms. Pinedo also is a member of the ABA Committee on Regulation of Futures and Derivatives Instruments. Ms. Pinedo has been included in Best Lawyers in America 2010, Crain’s New York Business “Forty Under 40” and in Investment Dealer’s Digest “Forty Under 40,” and in Hispanic Business’s “100 Most Influential Hispanics.” Ms. Pinedo has been ranked by Chambers USA as one of America’s leading capital markets-derivatives lawyers and by Chambers Global as one of the world’s leading lawyers (recommended in capital markets – derivatives). Ms. Pinedo also has been cited as a recommended lawyer for capital markets in the IFLR 1000 Guide to Leading Lawyers and as a recommended lawyer in capital markets – debt and equity, global offerings and derivatives by The Legal 500 –United States. PLC Which lawyer ranks Ms. Pinedo as a highly recommended lawyer for derivatives and a recommended lawyer for equity. Ms. Pinedo was a recipient of the Burton Award for Legal Achievement in 2007 and 2009, which honors excellence in legal writing.
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 a treatise titled “Exempt and Hybrid Securities Offerings,” published by Practising Law Institute (2009) and also co-author of BNA Tax & Accounting Portfolio, SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009). 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 received her B.S.F.S. degree from Georgetown University in 1990. In 1993, she received her J.D. from the University of Chicago Law School, where she was a member of the University of Chicago Legal Forum. Ms. Pinedo is a member of the New York Bar.