Securities Offerings in the Global Market: Focus on 2012
Against the backdrop of rapidly changing global financial markets, there have been many regulatory developments affecting cross-border capital markets transactions, including changes relating to accounting standards, listing requirements on foreign stock exchanges, corporate governance, and derivatives regulation, among others.
Given these regulatory developments, capital markets practitioners should always be up-to-date on recent regulatory guidance and emerging issues.
The Knowledge Group is assembling a team of experts to provide you with insights on the following hot topics:
• Introduction: The Euro Crisis and the Global Regulatory Response
• A Closer Look at Capital Markets
• What’s in IFRS?
• Corporate Governance
• Derivatives Regulation
• Best Practices
• Looking Beyond 2012
- Current State of Play for Use of IFRS in Global Capital Markets
- number and trend in number of SEC registrants using IFRS
- other capital markets requiring or allowing use
- potential use of IFRS in U.S. by domestic companies
- SEC Staff Paper-Analysis of IFRS in Practice-focusing on consistency
- Practical complexities associated with cross-border and dual listing transactions
- new and emerging accounting
- pre-clearance matters
- existing disclosure obligations and considerations for dual listing transactions
- regulator-to regulator consultations
- country and regulator centric accounting policies and standards-implications
- Issues Raised in Specific Transactions
Chris Paci, Chair of DLA Piper’s Capital Markets practice group, has substantial experience representing investment banks and US and foreign issuers in a broad range of capital markets transactions. These include registered offerings and private placements of equity, equity-linked, high-yield debt and investment-grade debt securities; and exchange offers, tender offers, and consent solicitations. He also has significant experience in merger and acquisition transactions and debt restructurings.
Mr. Paci has worked with companies in many industries, including aerospace/defense, consumer/retail, healthcare/life sciences, manufacturing, mining and natural resources, technology and telecommunications, often in connection with leveraged acquisitions or recapitalizations. The transactions in which he has been engaged have involved issuers in Europe, Latin America and Asia, as well as in the United States and Canada.
Mr. Paci regularly advises company clients regarding SEC reporting and disclosure requirements and corporate governance matters.
Chris Paci, Chair of DLA Piper’s Capital Markets practice group, has substantial experience representing investment banks and US and foreign …
George Barboutis is a US-qualified partner with the London office of DLA Piper practicing with the firm’s International Securities Group and heading its US Securities practice for EMEA. He has worked on a wide range of equity, equity-linked, debt capital markets and M&A transactions, including both SEC-registered and Rule 144A/Regulation S transactions, IPOs and US, London and other international listings, representing issuers and underwriters. Mr. Barboutis has advised SEC-registered and US-listed foreign private issuers in connection with their ongoing reporting obligations and corporate governance matters. He has worked with companies from various sectors, including natural resources, telecommunications, financial services and agriculture throughout Europe, the CIS, Middle East and Africa. Mr. Barboutis is also qualified as a Solicitor of the courts of England and Wales.
George Barboutis is a US-qualified partner with the London office of DLA Piper practicing with the firm’s International Securities Group …
Kathryn M. Trkla is a partner at Foley & Lardner LLP where she is a member of the Securities, Commodities & Exchange Regulation Practice within the Securities Enforcement & Litigation Practice. She is also a member of the firm's Business Law Department and Energy Industry Team. Ms. Trkla's experience encompasses more than 25 years in the futures and securities industries, including 11 years with the Chicago Board of Trade (CBOT) where she was senior vice president and associate general counsel before joining Foley in 2000.
Ms. Trkla works on a variety of matters for futures and securities brokerage firms, institutional investors, professional trading firms, commercial hedgers, domestic and foreign exchanges, clearinghouses, and other clients. Her experience ranges from representing clients on matters before the Commodity Futures Trading Commission and Securities and Exchange Commission, analyzing regulatory proposals, counseling clients on the implications of legislative and rule changes and providing general regulatory counsel. Her deep experience and background qualify her to provide a broad and unique perspective on the issues and regulations facing the financial markets and market participants.
Kathryn M. Trkla is a partner at Foley & Lardner LLP where she is a member of the Securities, Commodities …
Mark S. Bergman is co-head of the Securities and Capital Markets Group at Paul, Weiss, Rifkind, Wharton & Garrison LLP and is resident in the firm’s London office. Mark has been involved in global capital markets transactions and other securities offerings for issuers in a variety of countries, ranging from offerings of equity and debt securities (including high yield debt) to hybrid securities, principally for financial institutions. He has represented issuers listing securities on stock exchanges in the United States, the European Union, Switzerland, Australia, Hong Kong and South Africa. For issuers of high yield debt, he has been involved in restructurings, refinancings and other liability management transactions. He has acted for sponsors in connection with leveraged acquisitions. Mark advises on cross-border tender offers, exchange offers and going private transactions, and has advised investors and issuers in connection with negotiated private investments. Mark also advises a range of listed companies and their boards on reporting and other obligations under applicable securities laws, corporate compliance programs, corporate governance standards, and risk management and risk oversight.
Mark S. Bergman is co-head of the Securities and Capital Markets Group at Paul, Weiss, Rifkind, Wharton & Garrison LLP …
John Abbott is a partner in PwC's Capital Markets and Accounting Advisory Services (CMAAS) group, based in New York metro. As a partner in the CMAAS practice, John advises clients on accounting, financial reporting and disclosure issues associated with cross-border capital markets transactions and M&A activity. John also advises clients on IFRS and U.S. GAAP matters in connection with periodic SEC filings, new accounting standards, and ongoing reporting. Prior to his current role, John served as a SEC review partner in PwC's National Office, and as a Global Capital Markets Group partner on an international tour of duty in Scandinavia.
John Abbott is a partner in PwC's Capital Markets and Accounting Advisory Services (CMAAS) group, based in New York metro. …
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DLA Piper has 4,200 lawyers in 76 offices in Asia Pacific, Europe, the Middle East and the United States. With a direct presence in 30 countries, we represent more clients in a broader range of geographies and practice areas than virtually any other law firm in the world. The Capital Markets group at DLA Piper has more than 175 attorneys globally who represent companies, underwriters, placement agents, and investors in both public and private offerings of equity and debt securities, including initial public offerings (IPOs) and follow-on offerings on global stock exchanges; private investments in public equity (PIPEs); and Rule 144A and Regulation S transactions. Since 2007, we have represented clients in more than 150 public offerings (equity and debt) worldwide, including more than 30 IPOs. Worldwide in the same period, we helped clients raise more than $26 billion.
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With approximately 900 attorneys in 21 offices, Foley & Lardner LLP provides award-winning business and legal insight to clients nationally and globally. The firm’s team-based approach, innovative technology, and focus on client service and value are continually recognized by its clients and the legal industry. In the recent BTI Consulting Group survey of Fortune 1000 corporate counsel, Foley received a Top 10 ranking out of more than 500 firms for its strong client focus, breadth of service, innovation, and value for the dollar. In addition, Foley was a Top 10 firm on the U.S. News – Best Lawyers® 2010 “Best Law Firms” list, based on the total number of first-tier metropolitan rankings. The firm continues to be a perennial selection for the prestigious CIO-100 List, CIO Magazine’s survey recognizing technological innovation that enhances business value. Learn more at www.Foley.com.
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Paul, Weiss, Rifkind, Wharton & Garrison LLP is a firm of more than 700 lawyers, who collaborate with clients to help them conquer their most critical legal challenges and business goals. Our Corporate Department is both creative and practical, supporting clients with lean, focused teams who craft customized solutions across nearly every type of domestic and cross-border structure, including securities offerings, private equity transactions, mergers and acquisitions, traditional and emerging structures in fund formation and unique financing transactions. We have represented the full range of public and private companies throughout their lifecycles. While Paul, Weiss is recognized as having leading corporate and litigation capabilities, the firm has developed equally strong practices in the areas of bankruptcy and corporate reorganization, employee benefits and executive compensation, intellectual property, personal representation, real estate and tax law.
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