Paul M. Dudek

Paul Dudek, a former senior official at the US Securities and Exchange Commission, delivers action-oriented solutions to the most sophisticated US securities law questions that public companies and IPO candidates face.     

Paul leverages his comprehensive SEC regulatory knowledge and understanding of evolving markets to guide public companies and IPO issuers through:

• Capital markets transactions, including those involving non-US companies and sovereigns
• Ongoing public company representation
• M&A situations

As a key member of the firm’s National Office, a central resource for clear, pragmatic securities advice, Paul helps clients accomplish their business objectives without undue legal risk.

In his previous role as Chief of the Office of International Corporate Finance in the SEC’s division of Corporate Finance for more than two decades, Paul oversaw efforts to develop and implement rulemaking initiatives and interpretive policies pertaining to US public and private offerings, listings, and other transactions and periodic reporting by foreign private issuers in the US; multinational offerings by foreign and domestic issuers, especially with respect to Regulation S, Rule 144A, Form 20-F, and Securities Act and Exchange Act filings by foreign private issuers; the Multijurisdictional Disclosure System (MJDS); American depositary receipts (ADRs); and International Financial Reporting Standards (IFRS).

During his tenure as Office Chief, more than 2,000 foreign private issuers completed their initial registrations with the SEC, including through traditional global or US-only IPOs, privatizations, spin-offs, straight listings, and M&A transactions, and many sovereign issuers completed their initial US registered debt offerings. Similarly in that time, numerous foreign corporate and governmental issuers effected a wide range of follow-on capital markets transactions in SEC registered offerings.

Paul led initiatives relating to IFRS and helped implement rulewriting and other projects under the Dodd-Frank Act of 2010 and the JOBS Act of 2012, including those relating to cross-border derivatives transactions, the extraterritorial application of the anti-fraud provisions of the federal securities laws, and amendments to Rule 144A.

Paul also served as the SEC’s representative to the Corporate Governance Committee of the Organization for Economic Co-operation and Development (OECD). He completed significant work relating to international organizations, including the International Organization of Securities Commissions (IOSCO) and the Financial Stability Board.

Before joining the SEC, Paul was in private practice in New York, where he advised companies and financial intermediaries on capital markets transactions.

Paul was an adjunct professor at Georgetown University Law Center. He serves as Chair of the Board of Directors for the National Philharmonic.

Thought Leadership

Paul frequently speaks and writes on emerging industry topics, including:

Speaking

• Panelist, “Key Developments in Capital Formation, Disclosure and Financial Reporting,” SEC Regulation Outside the United States (2018)
• Sole speaker, “Public Offerings in the United States,” China Securities Regulatory Commission (2014)
• Keynote Speaker, Practising Law Institute – Annual Securities Law Institutes (2013)
• Lead Presenter, SEC International Technical Assistance Programs in Turkey (2010-2011)
• Testified, Congressional US-China Security and Economic Review Commission (2010)
• Co-Moderator, “Practical Issues Surrounding the Use of IFRS in the US in Recent Years,” SEC Public Roundtable (2007)

Writing

• “From Ducklings to Swans: More Companies Will Qualify as a ‘Smaller Reporting Company’,” Latham & Watkins Client Alert (2018)
• “Spotify Case Study: Structuring and Executing a Direct Listing,” Latham & Watkins Client Alert (2018)
• “Easing the Burden,” Capital Markets Non-GAAP Rules Compliance (2017)
• “Public Company Summer/Fall To-Do List: 5 Steps Toward CEO Pay Ratio Disclosure,” Latham & Watkins Client Alert (2017)
• “Hail, Hail Freedonia: Frequently Asked Questions About SEC Registration on Schedule B by Foreign Governments,” Latham & Watkins Client Alert (2017)
• “When Acronyms Collide: 20 FAQs for FPIs as IFRS Meets XBRL,” Latham & Watkins Client Alert (2017)
• “XBRL for Foreign Private Issuers: Coming Next Year,” Latham & Watkins Client Alert (2017)
• “Defining Foreign Private Issuers: Are You a Wizard or a Muggle?” Latham & Watkins Client Alert (2017)
• “Applying Morrison to American Depositary Receipts,” Insights (2017)
• “The SEC and Foreign Private Issuers,” US Securities Laws and Foreign Private Issuers (2007)
• “SEC Disclosure Requirements,” Zugang zum US-Kapitalmarkt für Deutsche Aktiengesellschaften (1998)