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Foreign Private Issuers: Maintaining Compliance; Dodd Frank Considerations; and Raising Capital

Foreign Private Issuers: Maintaining Compliance; Dodd Frank Considerations; and Raising Capital
Product Code - TMA50
Speaker(s): Anna T. Pinedo, James R. Tanenbaum, and Nilene R. Evans; Morrison Foerster
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This webinar will focus on developments relevant to foreign issuers, including the SEC's Foreign Issuer Reporting Enhancements; accounting developments; and corporate governance considerations arising from the Dodd-Frank Act.

Capital-raising approaches for foreign issuers will be discussed. Foreign issuers that do not wish to become subject to US reporting requirements have a number of alternatives, including private placements of debt securities and Rule 144A offerings as well as 3(a)(2) offerings for foreign banks.

Webinar highlights include:

  • Recent developments affecting the institutional debt private placement market and the 144A market
  • Qualifying as a foreign private issuer
  • Important benefits available to foreign private issuers
  • Exchange Act reporting developments for foreign private issuers
  • Deregistration
  • Corporate governance and executive compensation developments applicable to foreign issuers
  • Financing alternatives for foreign issuers seeking to access U.S. investors, including private placements, 144A offerings, 3(a)(2) programs, registration and ADR programs
  • Considerations related to ADR programs
  • Establishing a continuous issuance program specifically designed for issuances into the United States, as well as issuing into the United States through an existing program.
  • Documentation requirements for foreign issuers
  • The merits of 3(a)(2) versus 144A programs, including bank regulatory implications.
  • Disclosure issues for foreign issuers
  • Liability concerns
  • Use of ratings in light of changes brought about by Dodd-Frank

Educational objectives:

  • To promote a better understanding of the benefits available to foreign private issuers in the United States
  • To provide an update on reporting issues for foreign private issuers
  • To alert foreign issuers to changes brought about by Dodd-Frank
  • To offer a perspective on financing alternatives available to foreign issuers seeking to access U.S. investors, without becoming subject to reporting requirements

Anna T. Pinedo, James R. Tanenbaum, and Nilene R. Evans; Morrison Foerster

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 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.

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 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 has also been cited as a recommended lawyer for capital markets in the IFLR1000 Guide to Leading Lawyers and as a recommended lawyer in capital markets – debt and equity and derivatives and as one of five leading lawyers in global offerings by The Legal 500 US. 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, 2009 and 2011 which honors excellence in legal writing.


James Tanenbaum 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.

Mr. Tanenbaum 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. He lectures at law schools in the United States and abroad. He is the co-author of Covered Bonds Handbook, published by Practising Law Institute (2010), co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009) and also co-author of BNA Tax and 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).

Nilene R. Evans is Of Counsel in the Capital Markets Group. Ms. Evans counsels domestic and foreign, public and privately held companies, advising them on issues ranging from securities offerings, mergers, acquisitions and dispositions to ongoing disclosure and compliance obligations and general strategic planning. She has extensive experience acting as counsel for underwriters and issuers in initial and subsequent public and private equity and debt offerings, including PIPEs and complex private equity investments. Ms. Evans also has had substantial experience over the years in fast-paced "shelf" public and Rule 144A offerings by major corporations, including REITs.

Ms. Evans has written and presented about federal securities laws for foreign issuers, how companies should navigate during times of economic crisis, the role of general counsel in difficult times, Rule 10b5-1 plans, and other securities and corporate law issues; particularly corporate governance and disclosure requirements, including the requirements of the Sarbanes-Oxley Act of 2002 and the Public Securities Litigation Reform Act.