LegalMinds® :: Thought Leadership for the Legal Community » Capital Markets

Dodd-Frank’s “Living Will Rule” and the Impact on Financial Firms - Walter J. Mix III, Director, Berkeley Research Group

LegalMinds Editor — Tue, 18 Oct 2011 15:31:03 +0000

While the Dodd-Frank Act has had a broad impact on banking, one of the key aspects is the “Living Will Rule,” which seeks to limit the risks of “too big to fail” financial institutions in the United States.

In this exclusive LegalMinds/NASDAQ Securities & Capital Market Series interview, Walter Mix III, a former bank regulator and Director of Berkeley Research Group, discusses the rule and it’s impact on U.S. financial institutions, as well as foreign banks operating in the U.S .

“The largest banks have already started working on their living wills as of 2010,” says Mix. “The next tier down have recently begun planning their implementation of living wills. The timeline is for 2013 for every bank to be included.” According to Mix, the banks are “required to show every aspect at a very, very deep level of its banking operations and to create a strategic approach to unwind the institution in the event that it faces insolvency.”

In this video interview filmed at the NASDAQ MarketSite in Times Square, he outlines the key elements of the resolution plan and details what companies are covered, filing timelines and the strategic implications of the rule.

Also, discussed is the impact of the rule on the capital markets, which he believes will be similar to the way bank M&A will be affected. “You can expect to see a highlighting of the different risk areas of an institution and this information will be made available to investors so that they’ll be able to make more intelligent decisions about their investments and about acquisitions,” says Mix.

As far as what lies ahead, he adds that “at the end of the day what we’re hoping to see is enhanced risk management at the banks, and better corporate governance at the banks.”

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About Berkeley Research Group

Berkeley Research Group, LLC is a leading global expert services and consulting firm that provides independent expert testimony, litigation and regulatory support, authoritative studies, strategic advice, and document and data analytics to major law firms, Fortune 500 corporations, government agencies, and regulatory bodies around the world. BRG experts and consultants combine intellectual rigor with practical, real-world experience and an in-depth understanding of industries and markets. Their expertise spans economics and finance, data analytics and statistics, and public policy in many of the major sectors of our economy including health care, finance, banking, information technology, energy, construction, and real estate. BRG is headquartered in Emeryville, CA, with 19 offices in the United States and London, UK.

For additional information, visit: www.brg-expert.com

Contact Info:

Walter J. Mix III
Director
Berkeley Research Group, LLC
550 South Hope Street
Suite 2150
Los Angeles CA 90071
wmix@brg-expert.com
213-261-7712

The Impact of Dodd-Frank on Private Placements - James Smith, Tarter Krinsky & Drogin LLP

LegalMinds Editor — Sat, 30 Jul 2011 14:50:57 +0000

With the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act last year, there were sweeping changes in the regulation of the financial markets. While much of the attention has been on publicly traded securities, recent changes in the legislation are also having an impact on private placements.

According to James Smith, a Partner at Tarter Krinsky and Drogin LLP who focuses on complex securities and corporate transactions, there are two significant changes to Dodd-Frank that will impact companies raising capital in offerings that are except from SEC registration – the modifications in the definition of “accredited investors” and the adoption of what are called “The Bad Boy Rules.”

In this LegalMinds interview, Smith discusses the changes to the exemptions in Rule 506 of Regulation D, the “most relied upon exemption from registration,” and how they will impact individual investors, as well as institutional investors such as bank, mutual funds, hedge funds and large corporations.

Companies may be faced with significant challenges under the changes to Dodd-Frank, says Smith. “For closely held companies, it may not be quite as difficult. But for publicly held companies or private companies with a significant stockholder base, it will be much more difficult to comply with some of these rules.” He adds that “ultimately, it’s going to come down to how the SEC shapes these definitions in its final rules.”

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ATTORNEY INFORMATION

James G. Smith
Partner, Tarter Krinsky & Drogin LLP

James G. Smith is a Partner at Tarter Krinsky & Drogin LLP. He focuses on complex securities and corporate transactions, investment management and corporate law.

Mr. Smith’s broad range of corporate and securities experience includes representing issuers, underwriters and investors in public and private offerings, PIPES, structured and asset-based financings, SEC reporting and compliance and corporate governance matters. His investment management experience includes formation and representation of hedge funds, private equity funds and venture capital funds. His corporate practice includes mergers and acquisitions and formation of partnerships and joint ventures.

Mr. Smith is a member of the Business Law Sections of the American and California State Bar Associations. He has been published in professional journals such as the Columbia Business Law Review, Warren Gorham & Lamont, and the Business Law Journal of the University of Miami.

Practices:

Banking and Finance
Corporate and Securities
International

Admissions:

New York
California

Education:

Golden Gate University School of Law, J.D. 1992
California State University at Hayward, B.S. 1988, M.B.A. 1991

Contact:

1350 Broadway
New York, NY 10018
(212) 216-8060

jsmith@tarterkrinsky.com

To see a full bio, visit: http://www.tarterkrinsky.com/pages/attorneys/smith_james.html

Recent Publications:

FIRM INFORMATION

Tarter Krinsky & Drogin LLP is a full-service law firm dedicated to smart counsel and strong client relationships. We offer the diverse practice areas of a large firm, coupled with superior service and personal attention. We are distinguished by the breadth and depth of our experience and by a level of sophistication unusual for a firm of our size.

For additional information, visit: http://www.tarterkrinsky.com

Emerging Growth in Latin America’s Capital Markets - Antonia Stolper, Shearman & Sterling LLP

LegalMinds Editor — Tue, 03 May 2011 12:36:57 +0000

While the U.S. and Europe have been facing significant economic challenges, growth in Latin American countries continues to exceed expectations. After emerging from an economic slump in 2008-2009, the region’s economies grew at a rate of 6% in 2010 and continue to rise — with the World Bank recently projecting 4-5% increases in 2011.

According to Antonia Stolper, a Partner in the New York office of Shearman & Sterling LLP and head of the firm’s Latin America practice, “The impact of the current expansionary economic times in Latin America is having a range of important effects on our business and on the business of our clients. As countries come out of the recession we are seeing the needs to borrow, to issue equity, to raise money from the private equity markets, eagerness to do M&A transactions, to expand globally, and eagerness to invest throughout the chain.”

CONTINUE READING SUMMARY (Click to Expand/Collapse)

What we're seeing is that these governments came out of the recession very strongly, having kind of gotten their fiscal houses in order when the commodity boom was at its height in 2005, 2006, 2007. As the United States is suffering from high oil prices, it's of course a boom time in those countries in Latin America that are exporting minerals and mining, all the basic commodities, food in particular, soy, corn, etc.

So, all these countries had coffers full at the point that the crash came. They also had strong banking systems. The banking regulators having watched many crises in the past were very focused on high liquidity and high capital requirements. And as a result, when the recession hit, which absolutely affected Latin America, and resulted in low or no growth in many countries.

Nevertheless, the governments were in a position to go out and spend money, and that's a first, an absolute first time a Latin American country has been able to do counter cyclical expansionary spending. So all the countries went into the capital markets and borrowed, and borrowed to spend money on social programs, to hire people to build roads, to hire people to build schools, to run feeding programs.

Whatever was needed, they were in a position to be out there, to do it. And as a result, instead of having, you know, desperately economic times, which is something we've seen inthe past from North American and European recessions, Latin America acme out strongly. As countries come out of the recession, we are seeing the needs to borrow, to issue equity, to raise money from the private equity markets, eagerness to do M&A transactions, to expand globally.

An eagerness to invest throughout the chain. Latin America has an infrastructure deficit. And that infrastructure deficit creates enormous opportunities for international lending institutions, for international lawyers and for domestic companies and governments in the region. Ports, roads, airports, power plants, water systems.

The range of basic infrastructure that was left quite untended over many decades in the region create enormous opportunities. That's just one example. Another example is the enormous investment going on right now in the commodities sectors in the commodity sectors go across the spectrum: oil and gas, minerals and mining, but also agricultural commodities.

Latin America, and the former Brazil and Argentina, have some of the largest amount of arable land in the world that still can be cultivated.

In a world where food security has become an enormous issue, that's a focus that we're seeing our clients concerned about, as well as domestic governments. Oil and gas, we've talked about how important Brazil is as a driver of economic growth in the region. It is, by far, the largest country. It is a country that we have a tremendous investment in having had an office in Sao Paolo since 2004.

Brazil's got the most ambitious oil and gas development program, maybe in the world. I'm not exactly sure, but it's very possible.

Patrick Bross just went out and did an 80 billion dollar equity raise, of which about 30 billion went into the international capital markets. That's the biggest equity raise any company has ever done, but what are they doing with it? They are exploring the pre-salt mines that are deep-water offshore Brazil.

The enormous amounts of capital that this project alone is going to require in terms of drilling rigs and ships and piping and expertise globally is something that is driving economic development. Infrastructure is something that demands enormous amounts of capital. Some of that's generated locally in these countries, some of that needs to be imported.

Capital is completely global, and capital moves across the borders with freedom. That's a plus and a minus for all the countries of for Latin America, that's been a tremendous plus. And where are we seeing the money coming from? It comes from, I would say, three big pockets. One is domestic savings in Latin America.

For the first time in decades, we see high levels of savings in the home market. What does that mean? That means that there are pension fund savings going on in the home market. There are mandatory savings schemes in most of the countries in Latin America, and we're seeing that money deployed. And, curiously, that money is both being deployed to invest in the home market, but also, because these markets are relatively small, there's some interest in moving that money across border.

Then, we're seeing the international capital markets. And where is that money coming from? I would say everywhere. Huge chunks of it are in the United States in institutional investors, some retail. Huge chunks of that are in institutional investors in Europe and some retail. And huge chunks of that are in China, fundamentally.

Where the Chinese government has made a decision that lending to Chinese exporters, lending to Chinese entities, who are becoming construction contractors, and otherwise getting involved in Latin America is something that there's now a national interest in doing. We're also seeing the Koreans involved.

The Japanese have been involved in London to Latin America over many many decades. Their big particular power companies have been investing in building power plants and using Japanese source capital investment for many, many years. So, and now we're starting to see the Middle East, which is for us in Latin America a brand new player!

We're seeing the equity markets. Brazil had an amazing equity boom for three years. We were absolutely part of that equity boom. Through our process in San Paulo, it sort of stopped because the Petro Brastile, which we were also pleased to be involved in, kind of ate up the Brazil market for most of the year because it was so enormous. Everybody was waiting for that to happen. The rest of Latin America has historically been a debt market and not a equity market.

We're seeing that there 's been some interest and I'm starting to see the pipeline fill of, other countries getting back into the equity markets. Some of that's money being raised in the United States and in Europe and being brought to Latin America. We've seen several major funds raised over the last year.

But some of it is also internally generated. We're seeing Peruvians raise funds. We're seeing Mexicans raise funds. We're seeing Brazilians raise funds and they're attracting in those funds international money, they are attracting local pension fund money and we're seeing them attract cross border money.

The Chileans are going into Columbia to raise private equity funds. The Columbian's looking elsewhere. And, so we're seeing a dramatic integration of the capital flows within the region as well. MNA is another important element to the story in Latin America right now. There's a tremendous amount of what I would call "inbound MNA," where countries, companies in the United States and in Europe and in Asia are buying assets and buying companies in Latin America.

We're seeing lots of that, a lot of movement in the commodity space, a lot of investment in the oil and gas industry, minerals and mining, and in commodities -- soy, wheat, et cetera -- but also a lot of investment in infrastructure. Again, bringing the expertise, and some of that -- I would say, most of that -- on the infrastructure side is through public/private partnerships, through concessions, through partnerships with local companies, et cetera.

Infrastructure is one of those things that having a local angle is very, very important because your relationship with the government in any kind of infrastructure project is very important.

So that's one source of tremendous amount of basic MNA joint venture, pure investment activity. Another place where we're seeing just tremendous activity is what we'll call the outbound, which is Latin American companies, who are looking for acquisition opportunities outside their own countries.

That's generated by two things. One is highly concentrated local markets, so its very hard to grow locally because you already have a rather large chunk of the market. So, antitrust considerations in these countries, which have active antitrust regulators, make the consolidation in your home market problematic.

You're looking for opportunities elsewhere. We've been very pleased to be part of JBS' expansion, the largest beef producer in the world, who's been catively acquiring in the United States, for example. We've also been involved with Ecopetrol, which is the state-owned oil company of Colombia who's making acquisitions within Colombia from other operators.

Where they've been able to involve us is international council. So we're seeing that kind of cross-border activity, where companies looking for high-growth opportunities, looking for places to invest, and looking for places to enhance shareholder value are trading among themselves and moving out of their home countries.

Each of these countries is unique. That goes without saying, but Brazil's got 200 million people. Mexico's got 100 million people. Those are very big countries. The rest of the countries are really pretty small. They have small economies. There's a lot of other challenges, infrastructure, development, poverty, educational needs, such that you can't have a Latin America strategy, whether you're an investment bank, whether you're a law firm, whether you're a manufacturer, without thinking about the country that you want to invest in.

One of the key challenges as lawyers is that we're engaging with the law. That's what we do, so our clients may be running economic models about growth, et cetera, but we're thinking about how it is that we can get this project done in this country. So, one of the key focuses always is how to engage the regulatory environment such that you can do the project.

And that ranges from tax issues, which are these are highly complex tax systems and have also been subject to a lot of change. I'm a capital markets lawyer, personally. The securities regulatory system of many of these countries remain quite undeveloped. Brazil's gotten quite advanced, Argentina's quite advanced, Mexico's quite advanced, Chile's quite advanced.

New countries that are newer on the scene of the international capital market are less advanced. What does that mean? How do you get a deal done if the stock exchange doesn't know how to trade the security that you're trying to put forward? As a capital markets lawyer, where we're looking to import capital into the country, you're very concerned about ways in which you get repaid.

What are the exchange control rules? What are the capital control rules? Do you have to remain and invest it for a certain period of time. What kinds of dividends repatriation rules are there, what the tax regimes are going to be? All of those things are key to determining any project, whether it's a fund-raising project, whether it's a building project, whether it's a joint venture, and what the rights of the joint venture party are going to be.

All of those things are immediate challenges for lawyers, but they're also what make what we do really interesting. Where's Latin America going and where do we go with it. One of the great advantages of now being a magnet of investment, is that most of this investment is for the long term. And I'm not just talking about inbound.

Private inbound investment, but I'm talking about companies on the ground raising money to invest. And because the horizon is now relatively good, then people are making investment decisions for the long term.

The great thing about infrastructure is that its fallout is, has so many positive impact. So what's very exciting about the current investment boom is that it is focused on basic economic generating assets that both require a commitment to an investment horizon that's many many years long. As well as having economic benefits to the home country that's many many years long.

That's a positive spiral.

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ATTORNEY INFORMATION

Antonia E. Stolper
Partner, Shearman & Sterling LLP

Antonia Stolper is a partner in Shearman & Sterling’s New York office and head of the Firm’s Latin America practice group. Ms. Stolper’s practice focuses primarily on corporate finance transactions in emerging markets. She has extensive registered public offering experience for foreign private issuers.

Recently her practice has focused on debt and equity securities offerings for Latin American corporate and sovereign issuers, representing both underwriters and issuers, and on restructuring transactions, primarily in Latin America, representing issuers, dealer managers and creditors. In addition, she advises a number of foreign and domestic issuers on their ongoing SEC reporting requirements, Sarbanes-Oxley compliance and corporate governance matters.

Related Practices, Industries & Focus Areas:

Capital Markets
Latin America & Caribbean
Corporate Governance
Pro Bono
State Controlled Companies/Sovereign Wealth Funds
Oil & Gas

Admissions:

New York

Education:

New York University School of Law, J.D., 1988
Yale University, B.A., 1979

Contact:

599 Lexington Avenue
New York, NY 10022
(212) 848-5009

astolper@shearman.com

To see a full bio, visit: http://www.shearman.com/astolper

Recent Publications:

Using a Credit Rating in a Public Offering – What to Expect Now That the Dodd-Frank Wall Street Reform and Consumer Protection Act is the Law (22 July 2010)

U.S. Supreme Court Rules Against Extraterritorial Application of Antifraud Provisions in “Foreign Cubed” Case (8 July 2010)

SEC Proposes Rule Change to Allow Underwriters to Offer Securities of WKSIs Before a Registration Statement is on File With the SEC (6 January 2010)

The Cuban Missive Crisis – Texas District Court Dismisses Mark Cuban Insider Trading Case (28 July 2009)

SEC Proposed Amendments – Proxy Disclosure, Solicitation Enhancements and NYSE Rule 452 (9 July 2009)

ADR Programs: Impact of Unsponsored Programs on Non-US Issuers (3 March 2009)

SEC Final Rule — Modernization of Oil and Gas Reporting (16 January 2009)

FIRM INFORMATION

Shearman & Sterling has been advising many of the world’s leading corporations and financial institutions, governments and governmental organizations for more than 135 years. We are committed to providing legal advice that is insightful and valuable to our clients. This has resulted in groundbreaking transactions in all major regions of the world.

For additional information, visit: http://www.shearman.com

Other Shearman & Sterling Featured Video Interviews:

Structuring Public and Private Transactions
in the Current M&A Environment
Clare O’Brien, Partner, Mergers & Acquisitions Group
Shearman & Sterling LLP

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Structuring Public and Private Transactions in the Current M&A Environment - Clare O'Brien, Shearman & Sterling LLP

LegalMinds Editor — Thu, 14 Apr 2011 17:17:11 +0000

As many companies and private equity firms have been accumulating large amounts of cash over the last three years, they’re coming under increased pressure to deploy that cash productively. According to Clare O’Brien, a partner in the Mergers & Acquisitions Group at Shearman & Sterling LLP, this has led to an increase in M&A activity — both public and private transactions.

In this exclusive LegalMinds interview, Ms. O’Brien discusses these trends and explores some of the key issues in structuring both public and private M&A transactions — from basic considerations such as whether the transaction should be a merger or tender offer to the impact of decisions such as which assets should be sold, what kinds of liabilities should be accepted, retaining employees and sharing any intellectual property.

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ATTORNEY INFORMATION

Clare O’Brien
Partner, Shearman & Sterling LLP

Clare O’Brien has been a partner since January 1995. She joined the firm in 1988 and in 1989 moved to the Mergers & Acquisitions Group, where she has worked on a large variety of public and private transactions, including public company restructurings, joint ventures and large public transactions. She also advises clients regularly on mergers and acquisitions and other corporate law questions.

Prior to joining the firm, Ms. O’Brien worked with the law firm of Brady & Tarpey, P.C., where her practice included cross-border corporate transactions, litigation and domestic relations. Ms. O’Brien began her legal career at the Irish law firm of Eugene F. Collins & Son, and was admitted to the Irish Roll of Solicitors in 1985.

Practices:

Mergers & Acquisitions
State Controlled Companies/Sovereign Wealth Funds

Admissions:

New York
Ireland

Education:

Incorporated Law Society of Ireland
Trinity College, Dublin, B.A. Legal Science

Contact:

599 Lexington Avenue
New York, NY 10022
(212) 848-8966

cobrien@shearman.com

To see a full bio, visit: http://www.shearman.com/cobrien/

Recent Publications:

SEC Proposed Amendments – Proxy Disclosure, Solicitation Enhancements and NYSE Rule 452
Guidelines for Directors in Change-of-Control Transactions

FIRM INFORMATION

For additional information, visit: http://www.shearman.com

Other Shearman & Sterling Featured Video Interviews:

Emerging Growth in Latin America’s Capital Markets
Antonia Stolper, Partner and head of Latin America Practice
Shearman & Sterling LLP

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Hybrid Financing: Certain Ideas for Uncertain Times - James R. Tanenbaum, Morrison & Foerster LLP

LegalMinds Editor — Mon, 03 Jan 2011 13:00:30 +0000

In response to the continued volatility and uncertainty in the public markets, there has been an increase in popularity of hybrid financing vehicles such as PIPEs and Registered Direct offerings for public companies seeking to raise capital.

According to James Tanenbaum, chair of Morrison & Foerster’s Global Capital Markets practice, these transactions formats, which have attributes of both private placements and public offerings, offer several unique advantages under these market conditions.

“In the case of PIPEs,” say’s Tanenbaum, “these advantages include “speed, costs and certainty of execution.” He explains that “one of the greatest things about a PIPE is that an issuer will be able to see whether there is a transaction available, who the investors are, and what price they’re prepared to pay before there’s any public knowledge that the company is contemplating a transaction — and also before they have undertaken the cost associated with getting the transaction completed.”

CONTINUE READING SUMMARY (Click to Expand/Collapse)

View and download a PDF transcript of the full interview here. (Coming soon.)

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_____________________________________________________________________________

ATTORNEY INFORMATION

James R. Tanenbaum
Partner, Morrison & Foerster LLP

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).

Mr. Tanenbaum has been cited as a recommended lawyer for capital markets in the IFLR1000 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 US, and as a recommended lawyer for capital markets–equity by PLC Which lawyer?.

Mr. Tanenbaum served as an Editor of the University of Pennsylvania Law Review during his time in law school. He served as Chairman of the Board of Trustees of Lehigh University and as National Chair of the Benjamin Franklin Society of the University of Pennsylvania.

Practices:

Capital Markets
Financial Institutions + Financial Services
Banking + Finance Services
Admissions:

New York

Education:

Lehigh University (B.A., 1971)
The Fletcher School of Law and Diplomacy (M.A., 1972)
University of Pennsylvania Law School (J.D., 1975)Contact:

1290 Avenue of the Americas
New York, NY 10104
(212) 468-8163

jtanenbaum@mofo.com

To see a full bio, visit: http://www.mofo.com/james-tanenbaum/

Recent Publications:

“A Requiem for Hybrids?,” Euromoney International Debt Capital Markets Handbook 2011, August 2010 – by Anna T. Pinedo and James R. Tanenbaum

Exempt and Hybrid Securities Offerings, Practicising Law Institute (PLI), 2009 – authored by Anna T. Pinedo and James R. Tanenbaum

“International Briefings: ATMs: The Other Cash Machine,” International Financial Law Review, July/August 2009 – by Anna T. Pinedo and James R. Tanenbaum

“Over the Wall and Through the Woods: A Look at Wall-Crossed Deals,” GT News, June 30, 2009 – by Anna T. Pinedo and James R. Tanenbaum

“The Capital Markets Two Step,” Financier Worldwide, January 2009 – by Anna T. Pinedo and James R. Tanenbaum

“Over the Worst of It,” International Financial Law Review, June 2008 – by Anna T. Pinedo and James R. Tanenbaum

“The Offering of Choice in 2008” International Financial Law Review, March 2008 – by Anna T. Pinedo and James R. Tanenbaum

FIRM INFORMATION

We are Morrison & Foerster—a global firm of exceptional credentials. Our clients include some of the largest financial institutions, investment banks, Fortune 100, technology and life science companies. We’ve been included on The American Lawyer’s A-List for seven straight years, and Fortune named us one of the “100 Best Companies to Work For.” Our lawyers are committed to achieving innovative and business-minded results for our clients, while preserving the differences that make us stronger.

For additional information, visit: http://www.mofo.com

Other Morrison & Foerster LLP Featured Video Interviews:

Share Repurchase Considerations
David M. Lynn and David H. Kaufman, Partners, Morrison & Foerster LLP

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Hybrid Financing: Certain Ideas for Uncertain Times
James Tanenbaum, Chair of Morrison & Foerster’s Global Capital Markets practice

Click image to view the video.

Preparing to Raise Capital in Volatile Markets Using a Shelf Registration
Anna T. Pinedo, Partner, Morrison & Foerster LLP

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“Say on Pay” and Other Issues for the Upcoming Proxy Season
David M. Lynn, Partner and Chair of Public Companies and Securities Practice, Morrison & Foerster LLP

Click image to view the video.

Protected: Challenges & Opportunities for Chinese Companies Accessing U.S. Capital Markets - Mitchell S. Nussbaum, Loeb & Loeb LLP

LegalMinds Editor — Wed, 20 Jan 2010 01:58:05 +0000

Challenges & Opportunities Accessing Capital Markets - Steven Khadavi, Dorsey & Whitney LLP

LegalMinds Editor — Thu, 07 Jan 2010 23:25:43 +0000

Changes in the regulatory landscape are having a profound impact on companies seeking to access the capital markets. In this exclusive LegalMindsTV interview, Steven Khadavi, Co-Chair of the Capital Markets practice Group at Dorsey & Whitney LLP, discusses some of the challenges these companies face.

According to Khadavi, “companies considering accessing the capital markets need to carefully weight the costs and benefits of these transactions. In addition to being an expensive and time consuming process, it can create a significant diversion of management’s time, as well as add significant burdens in terms of disclosures and regulatory compliance.”

“Accessing the capital markets is a long process,’ says Khadavi. The lead time to commencing a transaction is probably a year or so and in that time you need to “start thinking like a public company.” This includes engaging PCAOB certified auditors and an accounting firm that’s familiar with SEC reporting and be able to go through the capital markets process. Companies also need to consider the impact of the Sarbanes-Oxley Act, which entails large upfront costs for testing internal controls and procedures – particularly the first time around.

CONTINUE READING SUMMARY (Click to Expand/Collapse)

View and download a PDF transcript of the full interview here.

_____________________________________________________________________________

ATTORNEY INFORMATION

Steven Khadavi
Partner, Dorsey & Whitney LLP

Steven Khadavi is a partner in Dorsey’s Corporate group and Co-Chair of the firm’s Capital Markets practice group. He has extensive experience in corporate finance and securities law, as well as mergers and acquisitions.

Mr. Khadavi has represented underwriters and issuers in public and private debt and equity offerings, debt tender offers, consent solicitations, exchange offers and public and private acquisitions. He has represented clients in the United States and abroad in various sectors, including telecommunications, healthcare and consumer products. He also advises clients with respect to corporate governance and Sarbanes-Oxley matters.

Admissions:
New York

Education:
George Washington University Law School J.D., 1996, With Highest Honors; Order of the Coif
Clark University B.A., Economics, 1993, With Honors

Contact:
250 Park Avenue
New York NY 10177-1500
(212) 415-9376
khadavi.steven@dorsey.com

To see a full bio, visit: http://www.dorsey.com/people/detail.aspx?Attorney=180&mode=full

Publications:

Changes to New York Power of Attorney Law Could Have Broad Implications, September 2009
SEC Mandates Use of XBRL for Financial Statements, June 4, 2009
Debt Exchange Lowdown, The Deal, April 4, 2009
“Overcoming the Challenges of New Disclosure Regulations,” SEC Compliance Best Practices: Leading Lawyers on Understanding Disclosure Requirements, Developing Compliance Procedures, and Advising Clients on Reporting Practices (Inside the Minds), April 2009
“Exchange-Offer Alternatives for Issuers of Debt Securities,” Andrews Litigation Reporter, February 10, 2009
Companies Should Look Closely at Risk Factor Disclosure in Light of the Current Financial Crisis, February 10, 2009; A version of this article was republished in the March 2, 2009 Andrews’ Litigation Reporter
“The Viability of Maintaining Successful Actions against the RTC and the FDIC.” Volume 63, George Washington Law Review, 1996

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