Annemarie Tierney Email and Phone Number

We offer expert strategic consulting services to financial services companies, including those operating in the digital asset space. Our clients include a wide range of private investment funds, alternative investment-focused broker dealers, blockchain policy organizations, national stock exchanges, and private company liquidity service providers. We help management teams refine their innovative business models and assess risk, and provide project management support to implement those business models. We also provide expert witness services for a wide range of securities law-related litigation matters.

Member of the executive team of a dynamic and fast paced Series A company operating the first broker dealer and alternative trading system to be approved by the SEC and FINRA to facilitate both primary offerings and secondary trading of unregistered digital securities. Responsibilities included identification and evaluation of a range of strategic opportunities and relationships, including traditional private market participants, law firms, digital asset associations and others; strategic and legal evaluation of various joint venture opportunities; management of the firm’s risk assessment and legal function, including broker-dealer matters; and creation and/or review of a wide range of legal agreements and broker dealer documents, including placement agent agreement, digitization agreement, ATS rule book, secondary trading eligibility requirements and associated issuer application and trading agreement documentation,

Responsible for the legal and regulatory assessment of strategic opportunities across a range of potential new products and services, including blockchain technology solutions, acquisition and JV targets, alternative investment trading, and private company liquidity services, both in the US and internationally. Serve as the Series 24 Business Supervisor for SMTX, LLC, a wholly-owned broker dealer subsidiary of Nasdaq Private Market.Also responsible for Nasdaq Private Market's thought leadership efforts on issues that impact private issuers across a wide range of legislative and regulatory developments. Developed the Nasdaq Private Market Resource Center, which launched in October 2017, and created much of the content provided on that site.

Served as the General Counsel/Corporate Secretary and member of the executive team at SecondMarket (now Digital Currency Group), a highly disruptive, entrepreneurial private company, focused on providing liquidity for historically illiquid assets, including private company stock, fixed income securities, structured products, limited partnership interests, bankruptcy claims and bitcoin. Analyzed and provided guidance on a wide range of legal and regulatory issues, including private company private placements and private tender offers, as well as the development of an asset management subsidiary focused on primary investments in private companies. Managed legal efforts around our Series C capital raise and three internal private tender offers. Provided significant business development assistance through the development of a one hour continuing legal education program that I presented to over 1,600 lawyers in 80 law firm offices over a 18 month period. These efforts led directly to a significant stream of referred transaction revenue. As the company became more focused on bitcoin and blockchain opportunities, led the legal and regulatory efforts across a broad range of cryptocurrency issues, including trading bitcoin, and the creation of the Bitcoin Investment Trust, the first private equity investment vehicle focused on bitcoin. Managed legal and regulatory efforts necessary to obtain approval to have the Bitcoin Investment Trust quoted on the OTX QX market under the Alternative Reporting Standards.Served as the primary legal adviser to the Board of Directors on a wide range of strategic, tactical and operational issues, as well as serving as Corporate Secretary. Managed a team of legal and broker dealer compliance personnel in New York and California, as well as external counsel relationships. Responsible for legal and compliance oversight of broker-dealer/ATS and fund management businesses, and ongoing communications with regulators such as the SEC and FINRA.

Responsible for overseeing and coordinating all corporate legal and compliance affairs. Member of the NYFIX, Inc. Executive Management Team. Primary legal adviser to the Board of Directors and senior management on a wide range of strategic, tactical and operational issues, including ultimate sale of NYFIX, Inc. to NYSE Euronext. Served as Corporate Secretary for the company's Board of Directors and associated committees. Primarily responsible for corporate governance, SEC filings, Nasdaq compliance and domestic and international corporate transactions. Responsible for a full range of matters, including contract negotiations, litigation, intellectual property and employment law. Administered the company's ethics, compliance and business conduct programs. Actively managed team of eight legal and broker-dealer compliance personnel in New York and London, as well as outside counsel relationships. Oversaw all US and UK broker-dealer regulatory matters.

Responsible for listing and corporate governance rules and interpretations. Primary responsibilty for NYSE Euronext's public company function. Primary in-house Securities Act of 1933 and Securities Exchange Act of 1934 counsel. Provided support to NYSE Group's Finance Department, Corporate Secretary and Audit Committee with respect to SEC filings, Sarbanes-Oxley and NYSE compliance. Primary counsel to the NYSE Global Listings Group. Primary author of all NYSE comment letters relating to SEC Division of Corporation Finance rule making proposals from July 2002 to January 2007. Staff member of the NYSE Proxy Working Group. Significant international public speaking experience relating to SEC and NYSE regulatory developments. Drafted and filed proposed rule changes with the SEC relating to the NYSE Listed Company Manual, with particular responsibility for corporate governance and quantitative listing standards. Provided listed companies and public with ongoing guidance and interpretations of NYSE listing standards. Principal NYSE-listed company point person on Sarbanes-Oxley issues, particularly with respect to SEC Rule 10A-3 and Section 404.

Senior Associate in the Corporate Finance practice, London and New York. Diverse securities practice, including representation of issuers and lead underwriters in U.S. registered offerings, Regulation S offerings, Rule 144A offerings, Section 4(2) private placements and exchange offerings of equity and debt securities. Drafted and reviewed documents in connection with the filing requirements of the U.S. Securities and Exchange Commission. Drafted and negotiated underwriting agreements, lock-up agreements, registration rights agreements, indentures and other transactional documents. Prepared U.S. and foreign exchange listing applications.

Office of International Corporate FinanceReviewed foreign issuer registration statements for complex legal issues. Provided interpretation of rules relating to foreign issuers and offshore offerings, including Regulation S and Rule 144A. Advised foreign regulators, industry groups and prospective foreign registrants on the registration process and related issues, such as American Depositary Receipts. Primarily responsible for drafting Commission rule releases involving problematic practices relating to Regulation S, amendments to rules providing safe harbors for broker-dealer research reports and adoption of rule providing safe harbor for public announcements of unregistered offerings.

Examined registration statements, Exchange Act reports, proxy soliciting materials; and transaction documentation. Drafted responses relating to no action requests, shareholder proposals and Chairman's correspondence.