Marty Dunn

Partner

Martin Dunn is a partner in O’Melveny’s Washington, DC office and a member of the Capital Markets Practice.  Prior to joining O’Melveny, he spent 20 years in various positions at the US Securities and Exchange Commission (SEC), most recently as Deputy Director, and former Acting Director, of the Division of Corporation Finance.  As Deputy Director, he supervised that Division’s Offices of Chief Counsel, Chief Accountant, Mergers and Acquisitions, International Corporate Finance, Rulemaking, Small Business, and Enforcement Liaison.

Illustrative Professional Experience

• Provided guidance on securities law compliance to newly formed, publicly traded companies
• Counseled companies through the public offering process, including compliance with SEC requirements and responses to SEC comments
• Provided guidance on corporate governance best practices to publicly traded companies
• Counseled Nasdaq company through “option backdating” and restatement issues
• Counseled Fortune 500 company through a proxy contest with significant shareholder
• Provides ongoing corporate/securities counsel to a number of large and medium-sized publicly traded companies
• Provides ongoing equity derivatives advice

While at the SEC, Marty was responsible for a wide range of rulemakings, including:

• Proxy Access Proposals (2007)
• Regulation D Proposed Modernization (2007)
• Form D Proposed Electronic Requirements (2007)
• Smaller Reporting Company Proposed Disclosure System (2007)
• Rule 144 Proposed Simplification (2007)
• Form S-3 Proposed Expansion (2007)
• Section 12(g) Proposed Exemption for Options (2007)
• Foreign Private Issuer Deregistration (2007)
• Internet Availability of Proxy Materials (2007)
• Tender Offer Best Price Rules (2006)
• Shell Company Rules (2005)
• Securities Offering Reform (2005)
• Section 12(d) Modernization (2005)
• Nominating Committee Disclosure (2003)
• Regulation G (Non-GAAP Financials) (2003)
• Exemption for Standardized Options (2002)
• Householding of Proxy Materials (2000)
• Financial Statements for Guarantors (2000)
• Rule 504 Amendments (1999)
• Plain English Disclosure Requirements (1998)
• Rule 144 Amendments (1997)
• Additional Small Business Initiatives (1993)
• Small Business Initiatives (1992)

Professional Activities

Speaker, “Fundamentals of Securities Law,” ALI-ABA, Various locations; “Rocky Mountain Securities Conference,” Colorado Bar Association, Denver, CO; “Northwest Securities Institute,” Oregon Bar Association, Oregon, Washington, British Columbia; “Securities Regulation and Business Law Problems,” University of Texas, Dallas, TX; “Annual Institute on Securities Regulation,” Practising Law Institute, New York, NY; “Annual Ray Garrett Jr. Corporate and Securities Law Institute,” Northwestern University School of Law, Chicago, IL; “SEC Speaks,” Practising Law Institute, Washington, D.C. (Co-Chair, 2006); “Los Angeles County Bar Association Securities Regulation Seminar,” Los Angeles, CA; “Annual Securities Regulation Institute,” Northwestern University School of Law, Coronado, CA; “Advanced Securities Law Workshop,” Practising Law Institute, San Diego, CA; “Regulation D Offerings and Private Placements,” ALI-ABA, Scottsdale, AZ
Member, NASDAQ Listing Council
Adjunct Professor, Georgetown University Law Center, “Current Issues in Securities Regulation,” (1998-2003)
Editor, Corporate Counsel Magazine
Recipient, SEC Capital Markets Award (2001, 2002, 2006); SEC Regulatory Simplification Award (2005); SEC Law and Policy Award (2000, 2004); SEC Chairman’s Award for Excellence (2000); Federal Bar Association’s Philip A. Loomis, Jr. Award (1998); SEC Chairman’s Plain English Award (1998); SEC Supervisory Excellence Award (1995); Chambers USA (2009, 2010, 2011) Leading Individual in Securities Regulation: Advisory; Chambers USA (2009, 2010, 2011) Leading Individual in Securities Regulation