Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Annemarie Tierney, the Founder and Principal of Liquid Advisors and a seasoned financial services lawyer/strategist with substantial SEC, law firm, and in-house legal experience, as well as experienced in broker dealer regulation, blockchain legal and regulatory issues, securities transactional work, SEC rules and regulations, corporate governance, and international expansion. Previously, she was the Chief Strategy Officer and General Counsel of Templum, a registered broker dealer/alternative trading system; Head of Strategy at Nasdaq Private Market, and General Counsel of SecondMarket, now Digital Currency Group. She has also worked at the SEC, Skadden Arps, the NYSE and NYFIX. Annemarie is a member of the Board of Directors of the Association of SEC Alumni and a former member of the SEC’s Advisory Committee on Small and Emerging Companies. She also serves on the Advisory Boards of the HackFund Group, Pontoro, Inc. and Astrella, Inc. In this podcast, we talk about her career, the evolution of secondary markets for private shares, and the crypto regulatory landscape. Please note that the episode was recorded on May 27th, before the current crypto market meltdown. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com
0:00 Intro.
1:45 Start of interview.
2:40 Annemarie's "origin story". She was born and raised in New Jersey. She went to the University of Delaware and later to the Catholic University of America Columbus School of Law. She got her first job at the SEC (Corp Fin) right out of law school. She spent 6 years at the SEC, 5 of them focused on international corporate finance (bringing international companies into the US securities market). Linda Quinn (ex director of Corp Fin) called it her "Chamber of Commerce." Her team's job "was to make it as easy as possible for large international companies to list in the U.S." Reg 144A, Reg S.
6:07 Her time at Skadden Arps (1996-2002). She spent 5 years at the Skadden London office, 1 year in the NY office.
8:16 Her transition to the New York Stock Exchange as Assistant GC (2002-2008).
10:17 Her time at NYFIX as GC from 2008-2010, before it got acquired.
11:50 Her role at SecondMarket as EVP Legal, GC and Corporate Secretary (2010-2015). The firm was founded by Barry Silbert and was a pioneer on secondary markets for private shares (now Digital Currency Group).
17:29 Her time at Nasdaq Private Market as VP, Head of Strategy and New Markets (2015-2018).
22:27 Thoughts on carve-outs (liquidity) for founders in venture rounds (pre-exit). SecondMarket's role in helping expand the shareholder threshold from 500 to 2000 shareholders (Jobs Act, 2012) allowing private companies to stay private for longer.
26:30 Her time at Templum (a registered broker dealer/alternative trading system approved to conduct primary offerings and secondary trading in unregistered digital securities) as chief strategy officer and GC (2018-2019).
28:23 About her firm Liquid Advisors, a strategic advisory firm offering private placement and secondary liquidity structuring and regulatory requirement services, including for digital or token-based securities. "I'm an accidental entrepreneur."
32:30 On regulation of private markets, and her response to SEC Commissioner Allison Herren Lee "Going Dark" concerns. The challenging conditions for U.S. public companies (costs of being public vs benefits of staying private).
38:00 Her thoughts on the market down cycle, including the SPAC situation.
42:07 Her take on blockchain and crypto. SecondMarket started trading BTC in 2012-2013. "Blockchain provides a record-keeping that is immutable." SecondMarket created a Bitcoin Investment Trust. "I'm a huge supporter of blockchain/crypto." "I've been through so many ups and downs of the [BTC] price that I don't get fazed by it anymore." "It's the best performing asset class in the last 10 years, I don't think people can keep ignoring it."
51:28 Her thoughts on the regulation of crypto (President Biden's Executive Order, Governor Newsom's Executive Order). "The market has been begging for clear crypto regulations for some time." "Some states have stepped up where federal regulators have been unwilling to state how to bank or regulate these assets." Crypto friendly environments like Wyoming or Miami.
55:24 The 3 books that have greatly influenced her life:
55:25- Who were your mentors, and what did you learn from them?
56:24 - Are there any quotes you think of often or live your life by? "Nothing to be afraid of if you jump off a cliff as long as you know that you have a safety net."
57:09- An unusual habit or an absurd thing that he loves: Travel junkie! Her goal is to make it to 193 U.N. countries.
01:00:09 - The living person she most admires: her mom.
Annemarie Tierney is the Founder and Principal of Liquid Advisors. She is a seasoned financial services lawyer/strategist with substantial SEC, law firm, and in-house legal experience, as well as experienced in broker dealer regulation, blockchain legal and regulatory issues, securities transactional work, SEC rules and regulations, corporate governance, and international expansion.
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Twitter: @evanepstein
LinkedIn: https://www.linkedin.com/in/epsteinevan/
Substack: https://evanepstein.substack.com/
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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License