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Above Board: What Boards Need to Know About Prediction Markets

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In this episode of the Above Board podcast, hosts Scott Lesmes and Haima Marlier are joined by Morrison Foerster partners Trevor...

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<p>Above Board: What Boards Need to Know About Prediction Markets</p>

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<p><span>Scott Lesmes chairs Morrison Foerster’s Public Company Advisory & Governance practice, </span>and is a partner in the firm's Capital Markets practice<span>. </span>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.</p><p>Scott also counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements.</p><p>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. </p><p>Scott has received nationwide recognition for excellence in capital markets law. <em>Legal 500 US</em> recognizes Scott as "a key partner in the team [for debt offerings]" and acknowledges his "capital markets expertise. <em>IFLR1000</em> distinguishes Scott as "highly regarded" in the areas of Capital markets: Debt and Capital markets: Equity, and U.S. News'<em> Best Lawyers</em> identifies him as a leading lawyer in Securities/Capital Markets Law.</p><p>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.<br><br></p>

Scott Lesmes

Partner

<p>Haima Marlier is a partner in Morrison Foerster’s Investigations + White Collar Defense Group and co-chairs both its Fintech and Securities Enforcement practices. Drawing on her experience as a former Securities and Exchange Commission (SEC) senior trial counsel, Haima represents public and private companies, financial services providers, and executives, directors, and other individuals in SEC, Commodity Futures Trading Commission (CFTC), Financial Industry Regulatory Authority (FINRA), state securities regulator, and internal investigations, as well as in related litigation. She has more than 20 years of experience litigating in federal, state, and administrative courts, leading complex negotiations, and representing her clients in mediation. She also counsels clients regarding securities enforcement developments, trends, and risk mitigation.</p><p>Before joining the firm, Haima spent nearly a decade in the SEC’s Division of Enforcement. While at the SEC, Haima served as lead counsel on a number of prominent enforcement litigations and investigations involving public companies, registered investment advisers, broker-dealers, banks, and individuals in matters arising under the federal securities laws. She has also worked closely with foreign securities regulators, numerous U.S. attorneys’ offices, and FINRA.</p><p>Haima is a member of <em>Law360</em>’s Securities Editorial Board, serves on the advisory board of Securities Docket, and is on the Board of Trustees of the SEC Historical Society. She mentors Penn State students of color who aspire to become lawyers and is a member of the board of directors of, and a volunteer running coach for, Girls on the Run New Jersey, a nonprofit dedicated to inspiring girls to recognize their inner physical and emotional strengths. She maintains an active pro bono practice.</p><p>Haima has been recognized by <em>Chambers USA </em>for Securities Regulation: Enforcement and Crypto-Asset Disputes;<em> Crain’s New York Business</em>’s Notable Women in Law and Notable Diverse Leaders in Law; <em>The Legal 500 US</em> as a recommended lawyer in Securities Litigation: Defense, Investigations and White Collar Criminal Defense, and Fintech; <em>Securities Docket’s </em>Enforcement Elite; and the <em>New York Law Journal</em> for her efforts in the diversity and inclusion space.</p><p>Haima received her J.D. from Boston College Law School and her B.A. from The Pennsylvania State University.</p><h4>Representative Experience</h4><h5>Cybersecurity</h5><ul><li>Successfully resolved an SEC investigation into a global technology solutions company’s cybersecurity risk disclosures and disclosure controls, policies, and procedures, with an acknowledgment by the SEC of the client’s significant remediation and cooperation.</li><li>Representing a global tech service management company in an SEC inquiry into its cybersecurity incidents and disclosures.</li><li>Represented numerous public companies and other clients in the SEC’s SolarWinds cybersecurity enforcement sweep.</li><li>Advising numerous public companies and SEC-registered firms on the efficacy of their cybersecurity disclosure controls and procedures and the materiality of cybersecurity incidents.</li><li>Represented a major technology company in an internal investigation into its cybersecurity statements and controls, policies, and procedures.</li></ul><h5>Fintech & Crypto</h5><ul><li>Represented a nonprofit foundation supporting a major blockchain, as well as two of its senior individuals, in an SEC investigation, with a complete termination letter issued by the SEC.</li><li>Successfully resolved an SEC crypto investigation into anti-money laundering and other compliance and monitoring programs on behalf a former senior bank executive.</li><li>Representing a leading cryptocurrency exchange platform in responding to SEC, CFTC, and state attorney general subpoenas and other requests for information.</li><li>Obtained a successful federal court settlement for a venture capital fund in a securities class action concerning an unregistered digital token offering.</li><li>Advising numerous Fintech companies, from startups to mature organizations, on securities enforcement compliance best practices and enforcement risk mitigation.</li><li>Represented a private investor in an SEC investigation related to a reverse merger involving a cryptocurrency company with no action taken by the SEC.</li></ul><h5>Artificial Intelligence</h5><ul><li>Representing a major tech company in an SEC investigation focused on AI-related disclosures and policies.</li></ul><h5>Accounting & Financial Reporting</h5><ul><li>Represented the former Chief Operations Officer of a major NASDAQ-listed food distributor in SEC and special committee investigations, with a complete termination letter issued by the SEC, as well as in related Delaware Court of Chancery litigation, which was favorably resolved.</li><li>Successfully resolved SEC and special committee investigations into related-party transaction disclosures and accounting issues, as well as related shareholder litigation, on behalf of a former CEO of a NASDAQ-listed company.</li><li>Represented an audit committee of a public company in an internal investigation resulting from a whistleblower complaint alleging accounting and disclosure issues.</li><li>Represented a leading public company in an internal investigation resulting from a whistleblower complaint alleging accounting and disclosure issues.</li></ul><h5>Other Securities Enforcement Matters</h5><ul><li>Represented the former CEO of a major company listed on the New York Stock Exchange in an SEC insider trading investigation with no action taken by the SEC.</li><li>Represented an individual in an SEC investigation concerning the “pay-to-play” rule.</li><li>Represented a private investment fund in a COVID-19 related SEC insider trading investigation with no action taken by the SEC.</li><li>Represented a broker-dealer in a for-cause FINRA examination into anti-money laundering and other issues.</li><li>Represented a leading international company in government investigation into pharmaceutical drug pricing.</li><li>Represented a biotech company in a Massachusetts Securities Division investigation concerning securities registration exemptions and representations to investors regarding securities registration with no action taken by the state regulator.</li><li>Obtained a successful resolution for a pre-IPO biotech company in a wrongful termination lawsuit brought by a co-founder and former CEO terminated by the board of directors.</li><li>Represented the SEC in all stages of federal and administrative proceedings, including at trial and on appeal, in matters involving violations of the federal securities laws.</li></ul>

Haimavathi Marlier

<p>Trevor Levine is a partner in the firm’s Financial Services Group, where he advises financial services firms and digital asset companies on turning regulatory complexity into commercial opportunity. He advises clients operating at the intersection of finance and technology, guiding them through rapidly evolving legal frameworks while supporting growth, innovation, and market expansion.<br></p><p>Trevor advises exchanges, intermediaries, market participants, and technology companies on issues arising under the Commodity Exchange Act, including representing clients seeking to register with the CFTC and NFA. He also helps clients navigate federal securities laws, FINRA rules, and state money transmission laws. Clients trust Trevor to guide them through regulatory inquiries while helping them design, launch, and operationalize compliant financial products and structures, including advising on applicable registration and licensing processes.<br></p><p>Before joining Morrison Foerster, Trevor served as general counsel to a brokerage firm focused on the digital asset, Bitcoin mining, and data center sectors. In that role, he oversaw legal and regulatory matters across multiple regulated subsidiaries, including a FINRA-registered broker-dealer, an NFA-registered introducing broker, and a New York BitLicensee. He also previously worked in-house at a large, regulated digital asset trading platform, where he advised on the acquisition and maintenance of CFTC, SEC, and state licenses.<br></p><p>Earlier in his career, Trevor practiced at two Am Law 100 firms, advising clients on a range of regulatory matters, including CFTC inquiries related to reporting obligations and market activity, as well as state and federal regulatory issues involving consumer lending practices. He has also advised companies on the development and launch of blockchain networks, cryptocurrencies, and decentralized applications.</p>

Trevor Levine

<p>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. </p><p>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.</p><h4>Professional Background</h4><p>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.</p><p>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.</p><h4>Thought Leadership and Recognition</h4><p>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 <em>Best Lawyers</em>, naming him among the 2024 “Ones To Watch in America.”</p><h4>Professional Affiliations</h4><p>Ryan serves on the Board of Directors for the Society for Corporate Governance’s Mid-Atlantic Chapter. </p><h4>Education</h4><p>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 <em>St. John’s Law Review</em>, 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.</p>