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SEC Crackdown on Trading in Pre-IPO Stocks


Product Code - LGN38
Speaker(s): James Moloney, Gibson, Dunn & Crutcher LLP; Annemarie Tierney, SecondMarket, Inc.; Thomas Newkirk, Jenner & Block, LLP
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Initial public offerings (IPOs) have recently staged a comeback and in doing so have triggered widespread media coverage of certain legal issues that arise in connection with those transactions. In particular, the recent launch of Facebook’s IPO has raised significant investor, media and regulatory attention. One area capturing the media’s attention is the Security and Exchange Commission’s (SEC’s) crackdown on certain trading activities in connection with pre-IPO stocks. The SEC’s Enforcement Division has started to scrutinize private equity funds that are buying stock pre-IPO from issuers at one price and subsequently dropping these pre-IPO stocks into investment funds which are marketed to retail investors with significantly higher per share prices.

Our faculty for this program is comprised of three former SEC attorneys who will discuss this recent crackdown on the trading activity in pre-IPO stocks and the potential ramifications of such scrutiny to the secondary markets. They will address:

• The likely reasons behind the increased regulatory scrutiny;
• The specific concerns expressed by the regulators, such as the potential for excessive mark-ups;
• The impact that the SEC’s enforcement actions will likely have on the secondary trading markets;
• An explanation of how legitimate secondary trading markets operate in practice; and
• Certain related implications of the recently-enacted JOBS Act.

Educational Objectives

• Understand the potential ramifications of the recent regulatory crackdown on pre-IPO trading.
• Learn how to properly navigate the realm of pre-IPO trading to avoid running afoul of applicable rules.
• Understand the likely effects of the SEC’s Enforcement activity on legitimate secondary trading markets.
• Find out about the future of pre-IPO stock trading activities under the recently- enacted JOBS Act and related SEC rulemaking.

Who would benefit from attending this program?

Capital markets and securities lawyers; in-house counsel; traders of pre-IPO stocks, fund managers and other market participants.

Program Level: Intermediate

Credit Offered: CLE (For more information, click on the "CLE Credit" tab.)

James Moloney, Gibson, Dunn & Crutcher LLP; Annemarie Tierney, SecondMarket, Inc.; Thomas Newkirk, Jenner & Block, LLP

James Moloney, Gibson, Dunn & Crutcher LLP
James Moloney is a partner in the Orange County office of Gibson, Dunn & Crutcher LLP, where he focuses on securities, M&A, friendly and hostile tender offers, proxy contests, going-private transactions, and general corporate matters. He serves as Co-Chair of the firm's Corporate Governance and Securities Regulation Practice Group and as Chair of the Proxy Statements and Business Combinations Subcommittee of the Federal Regulation of Securities Section of the American Bar Association. Previously, he was with the SEC for six years, his last three as Special Counsel in the Office of Mergers & Acquisitions in the Division of Corporation Finance. In addition, he was the principal draftsman of Regulation M-A, a comprehensive set of rules relating to takeovers and shareholder communications that was adopted by the Commission in October 1999. He earned his LL.M. in Securities Regulation from Georgetown University and his J.D. cum laude from Pepperdine University in 1994 where he was an editor of The Pepperdine Law Review. He received his B.S. degree in business administration from Boston University in 1989. Mr. Moloney is a member of the California Bar and serves on the advisory board to the Center for Corporate Reporting and Corporate Governance at the Mihaylo College of Business and Economics at California State University − Fullerton.

Annemarie Tierney, SecondMarket, Inc.
Annemarie Tierney is the General Counsel and Corporate Secretary of SecondMarket Holdings, Inc. She and her team handle the firm's legal and broker dealer compliance functions. Ms. Tierney's prior experience includes positions at NYFIX, Inc. (General Counsel and Corporate Secretary, 2008 to 2010), NYSE Euronext (Assistant General Counsel, 2002 to 2008), Skadden Arps Slate Meagher and Flom, LLP (Senior Associate, London and New York, 1996 to 2002), and the Securities and Exchange Commission (Special Counsel, Office of International Corporation Finance, Division of Corporation Finance, 1990 to 1996). Ms. Tierney earned her J.D. from the Columbus School of Law at the Catholic University of America, and her BS (Finance) and B.A. (International Relations) from the University of Delaware.

Thomas Newkirk, Jenner & Block, LLP
Thomas C. Newkirk is a partner in the Washington, D.C. office of Jenner & Block, LLP, where he is the Co-Chair of the firm’s Securities Litigation and Enforcement Practice. He represents companies and their leaders in confidential investigations related to such issues as accounting, disclosure, insider trading, and the Foreign Corrupt Practices Act. He also counsels corporate boards and board committees with respect to corporate governance and compliance and defends private class and derivative securities actions. Before joining the Firm in 2004, Mr. Newkirk spent 19 years as a senior official with the U.S. Securities and Exchange Commission. For the last 11 of those years, he was an Associate Director of the Division of Enforcement, and led the investigations of some of SEC’s most significant cases. During his government service, Mr. Newkirk received numerous accolades, including two Presidential Meritorious Executive Awards, the SEC Chairman’s Award for Excellence, the SEC’s Law and Policy Award, and the SEC’s Distinguished Service Award, among others. He currently serves on the Executive Council of the Federal Bar Association’s Securities Law Committee. Mr. Newkirk writes and lectures frequently on SEC enforcement matters. Mr. Newkirk earned his L.L.B. with distinction from Cornell University Law School, where he was a member of the Order of the Coif and an Editor of the Cornell Law Review. He also earned his B.A. from Cornell University. Mr. Newkirk is a member of the California and District of Columbia Bars.

This program is CLE-credit eligible.

If you have further questions regarding a specific state or how to file for CLE credit, please contact Bloomberg BNA customer service at 800-372-1033 and ask to speak to the Legal and Business CLE Accreditation Coordinator.

Hardship Policy
Bloomberg BNA offers a hardship policy for any attorney earning less than $30,000 per year. If an attorney wishes to take advantage of this option, he or she must do so in writing and also provide proof of hardship. If approval is granted, a discount of 50% off the full registration price of the program will be awarded.

Questions
For more information about Mandatory or Minimum Continuing Legal Education (MCLE) requirements, visit the American Bar Association website at http://www.abanet.org/cle/mandatory.html.