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Corporate Board Member’s Boardroom Summit

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On September 16, Morrison Foerster partners Val Dahiya and Scott Lesmes will lead a roundtable discussion for public company GCs as part of the Peer Exchange sessions at Corporate Board Member’s Boardroom Summit, while Morrison Foerster partner Ryan Adams will co-lead the ‘Audit Committee’ roundtable discussion for public company board members. 

On September 16, Morrison Foerster partners Val Dahiya and Scott Lesmes will lead a roundtable discussion for public company GCs as part of the Peer Exchange sessions at Corporate Board Member’s Boardroom Summit, while Morrison Foerster partner Ryan Adams will co-lead the ‘Audit Committee’ roundtable discussion for public company board members. For 20 years, the Boardroom Summit has been the most comprehensive board education program specifically focused on public company board governance and leadership issues. Seasoned directors and renowned business leaders deliver an agenda that educates, inspires, and prepares directors to excel in the current business climate. Register or learn more about the 2024 Boardroom Summit.<hr>

Corporate Board Member’s Boardroom Summit

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Scott Lesmes chairs Morrison Foerster’s Public Company Advisory & Governance practice, and is a partner in the firm's Capital Markets practice. Scott focuses his practice on counseling clients with respect to corporate and securities matters. He advises publicly-listed companies and boards of directors on a broad range of securities regulation and corporate governance issues and has substantial experience in dealing with restatements and internal control concerns.Scott also counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements.Prior to his career in private law, Scott served as in-house counsel at two public companies. He worked extensively in establishing corporate compliance programs and policies, including those related to insider trading, Section 16, and corporate disclosure while serving as Chief Legal Officer for Allied Capital Corporation, a NYSE-listed business development company, as well as Deputy General Counsel/Chief Securities Counsel for Fannie Mae, a financial services company. Scott draws on his significant in-house experience to provide valuable perspective in his role as an outside advisor. Scott has received nationwide recognition for excellence in capital markets law. Legal 500 US recognizes Scott as "a key partner in the team [for debt offerings]" and acknowledges his "capital markets expertise. IFLR1000 distinguishes Scott as "highly regarded" in the areas of Capital markets: Debt and Capital markets: Equity, and U.S. News' Best Lawyers identifies him as a leading lawyer in Securities/Capital Markets Law.Scott currently serves as chair of Morrison & Foerster’s Practice and Opinion Review Committee, and as a co-chair of Practising Law Institute’s Annual Disclosure Documents program.

Scott Lesmes

Partner

Val Dahiya is a partner in the firm’s Capital Markets and Broker-Dealer Compliance + Regulation practice groups.Val advises financial services clients on complex compliance, regulatory, and transactional matters arising under U.S. Securities and Exchange Commission (SEC) and Financial Institution Regulatory (FINRA) jurisdiction. She has nearly two decades of experience in advising on securities market infrastructure, including over 10 years of work history at the SEC and three years at FINRA.<h4 dir="ltr">Professional Experience: SEC and FINRA </h4>Prior to joining Morrison Foerster, Val chaired the securities trading and markets practice and served as office managing partner at another international law firm. Before that, she served as the Washington, D.C. Branch Chief in the Office of Trading Practices in the Division of Trading and Markets at the SEC, where she provided analysis and recommendations on complex legal and policy issues related to the securities industry, including the application of Exchange Act rules and regulations to emerging areas such as cryptocurrencies and digital assets. Val’s counsel was essential in shaping SEC policies and ensuring their consistent application across the evolving financial landscape. Prior to this, Val’s responsibilities as Special Counsel in the Division of Trading and Markets included providing essential guidance on securities regulation compliance, including the Commission’s financial integrity and regulatory programs for broker-dealers and securities exchanges. Val also worked closely with the Divisions Office of Market Supervision reviewing self-regulatory organization (SRO) rule filings. In her capacity as Attorney/Senior Counsel in the Division of Examinations, Broker-Dealer Group, Val led comprehensive examinations and inspections of broker-dealers and dually registered entities, ensuring compliance with federal securities laws and SRO rules. Her responsibilities also extended to preparing enforcement referral memoranda and assisting the Enforcement Division in complex trading cases. While at the SEC, Val also worked extensively on issues related to trading practices, including market making, ETFs, direct market or sponsored access, when-issued securities, and trading in the grey markets.Prior to her tenure at the SEC, Val worked at FINRA (formerly NASD), where she conducted reviews and investigations of broker-dealer activities, identified violations of relevant regulations, and made disciplinary recommendations. Her work at FINRA involved analyzing trading activity for irregularities and patterns indicating violative conduct.Collectively, this experience informs Val’s counsel on the highly complex regulatory issues associated with broker-dealer, transfer agent, clearing agency, exchange and Alternative Trading System (ATS) operations, registration requirements, and compliance.<h4 dir="ltr">Capabilities</h4>Val also advises clients in the distributed ledger technology space that are seeking to understand the potential securities regulatory implications. Her practice ranges from product counseling all the way through to counseling on complex compliance and regulatory issues.Other areas Val is particularly well qualified to advise on include:<ul dir="ltr"><li dir="ltr">broker-dealer compliance issues relating to Regulations ATS, NMS, M, SCI, and SHO, as well Rules 15c2-11, 15c3-5, and 15c3-3;</li><li dir="ltr">Regulation BI and standard of care issues;</li><li dir="ltr">books-and-records requirements;</li><li dir="ltr">large trader and position reporting;</li><li dir="ltr">forex trading;</li><li dir="ltr">market access and other electronic trading issues;</li><li dir="ltr">information barriers and insider trading;</li><li dir="ltr">soft dollars and commission sharing arrangements;</li><li dir="ltr">the net capital and customer protection rules; and</li><li dir="ltr">cybersecurity and data protection issues.</li></ul><h4 dir="ltr">Leadership</h4>Val is a member of the Nasdaq Exchange Review Council for each of Nasdaq’s six exchanges. Prior to joining Morrison Foerster, Val served as office managing partner at another international law firm.

Val Dahiya

Ryan Adams is a Public Company Advisory & Governance partner in the firm’s Washington, D.C. office. His practice focuses on securities regulation, SEC reporting and compliance, proxy and shareholder issues, corporate governance, and corporate transactions, including mergers and acquisitions. Ryan’s deep SEC experience enables him to provide insightful counsel on federal securities laws, helping clients navigate complex regulatory landscapes and anticipate shifts impacting their business. Ryan’s informed and pragmatic approach to the industry’s most challenging securities issues has earned him widespread commendation.<h4>Professional Background</h4>Before entering private practice, Ryan served as an attorney in the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, in the Office of Chief Counsel and in Disclosure Operations. In the Office of Chief Counsel, he advised on issues arising under the Securities Act of 1933 and the Securities Exchange Act of 1934, and assisted with no-action letters. He also served as a member of the division’s Rule 14a-8 Shareholder Proposal Taskforce, including as a co-manager.In Disclosure Operations, Ryan managed the comment letter process for numerous transactions, including IPOs, business combinations, proxy and information statements, and periodic and current reports.<h4>Thought Leadership and Recognition</h4>Ryan is a frequent speaker and author on securities law and corporate governance issues. Notably, he co-authors the Wolters Kluwer treatise chapter “E-Proxy, Electronic Communications, and Voting.” Ryan’s proficiency in the areas of securities regulation and governance has been recognized by Best Lawyers, naming him among the 2024 “Ones To Watch in America.”<h4>Professional Affiliations</h4>Ryan serves on the Board of Directors for the Society for Corporate Governance’s Mid-Atlantic Chapter. <h4>Education</h4>Ryan graduated cum laude from Loyola University Maryland with a B.A., and earned his J.D., also cum laude, from St. John’s University School of Law. At St. John’s, he served as a senior articles editor on the St. John’s Law Review, interned at the St. John’s Securities Arbitration Clinic representing underserved investors before the Financial Industry Regulatory Authority (FINRA), and gained valuable experience as an intern at both the United States Attorney’s Office for the Eastern District of New York (EDNY) and the United States District Court for the EDNY.

Ryan Adams

Capital Markets

Public Company Advisory & Governance

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Corporate Board Member’s Boardroom Summit

16 Sep 2024 - 17 Sep 2024