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Marketplace Lending and Crowdfunding 2017

Speaker(s): Amy Wan, Anna T. Pinedo, Anthony J. Zeoli, Arlen W. Gelbard, Brian K. Victor, Claudia Callaway, Conor French, Cynthia M. Monaco, Douglas S. Ellenoff, Edward Dartley, Faith L. Anderson, Henry G. Morriello, Joseph P. Borg, Julia D. Corelli, Kenneth P. Marin, Lewis Cohen, Lewis G. Feldman, Michael Nonaka, Nicole Kontrabecki, Robert Duran, Samuel S. Guzik, Sara Hanks, Sara Priola, Sebastian Gomez Abero
Recorded on: Sep. 7, 2017
PLI Program #: 185420

Conor leads US legal, regulatory and government affairs for Funding Circle, the world’s leading marketplace for business financing. Funding Circle helps investors lend money to great small businesses looking for fast and affordable financing to grow, create new jobs and ultimately accelerate economic growth. Since 2010, Funding Circle has helped 60,000 investors lend more than $3.5 billion to over 25,000 small businesses globally.

Before joining Funding Circle, Conor served as CEO of Indego Africa – an award-winning social enterprise and lifestyle brand that supports artisan women through economic empowerment and education. He began his career practicing law at Latham & Watkins LLP, where he represented public and private companies, investment banks, private equity firms and investors in a wide range of corporate and finance transactions.

Conor helped found the Marketplace Lending Association (a trade association supporting responsible financial innovation) and the Responsible Business Lending Coalition (which authored the Small Business Borrowers’ Bill of Rights), and serves on the governing board of each. He is a Truman Security Fellow, chairs the advisory board of Indego Africa and serves on the financial institutions committee of the CA bar. Conor was recently named 2017 Bay Area Corporate Counsel of the Year.

Conor received his JD from NYU Law and his BA from Georgetown. He is admitted to the CA, DC, MA and NY bars.

Anna Pinedo is a partner in Mayer Brown’s New York office and co-leader of the Global Capital Markets practice. She concentrates her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.

She works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. She has particular financing experience in certain industries, including technology, telecommunications, healthcare, financial institutions, REITs and consumer and specialty finance. Anna has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium term note and other continuous offering programs.

In the derivatives area, Anna counsels a number of major financial institutions acting as dealers and participants in the commodities and derivatives markets. She advises on structuring issues as well as on regulatory issues, including those arising under the Dodd-Frank Act. Her work focuses on foreign exchange, equity and credit derivatives products, and structured derivatives transactions. Anna has experience with a wide range of transactions and structures, including collars, swaps, forward and accelerated repurchases, forward sales, hybrid preferred stock and off-balance sheet structures. She also has advised derivatives dealers regarding their Internet sites and other Internet and electronic signature/delivery issues, as well as on compliance matters.

Anna regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of the leading capital markets treatise, Corporate Finance and the Securities Laws, published by Wolters Kluwer (6th Ed., updated 2020); co-author of A Deep Dive Into Capital Raising Transactions, published by the International Financial Law Review (2020); co-author of JOBS Act Quick Start (International Financial Law Review, 2013; updated 2014, 2016); contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, first ed. 2014, second ed. 2015, third ed. 2016, fourth ed. 2017); co-author of Considerations for Foreign Banks Financing in the US (International Financial Law Review, 2012; updated 2014, 2016); co-author of Liability Management: An Overview (International Financial Law Review, 2011, updated 2015); co-author of Structuring Liability Management Transactions (International Financial Law Review, 2018); co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014); co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017); and co-author of BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, third ed. 2016, fourth ed. 2020). Anna is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012, updated 2020), published by Practising Law Institute. She co-authored "The Approaches to Bank Resolution," a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Anna contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Anna co-authored "The Ties that Bind: The Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009); "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006); and "The Impact Security: Reimagining the Nonprofit Capital Market," a chapter in What Matters: Investing in Results to Build Strong, Vibrant Communities (Federal Reserve Bank of San Francisco and Nonprofit Finance Fund, 2017). Anna is a contributor to Practising Law Institute’s "BD/IA: Regulation in Focus" blog.

Anna is a member of the American Bar Association's (ABA) Committee on the Federal Regulation of Securities, a member of the subcommittee on Disclosure and Continuous Reporting, chair of the subcommittee on Securities Registration, chair of the subcommittee on Annual Review, and a member of the task force on the future of securities regulation.

She has participated in the drafting committee for the ABA's comment letters on such topics as securities offering reform, revisions to the definition of accelerated filer and smaller reporting company, amendments to the accredited investor definition; amendments to the exempt offering framework; and various JOBS Act-related and disclosure effectiveness related matters. Anna also is a member of the ABA Committee on the Regulation of Futures and Derivatives Instruments. Anna is a chair of the Structured Products Association Legal, Regulatory and Compliance Executive Committee. She is a member of the Mortgage Bankers Association's Mortgage REIT Council and a member of the MBA's Secondary & Capital Markets Committee.

Anna is an adjunct professor at the George Washington University School of Law and member of the George Washington University Center for Law, Economics & Finance Advisory Board. She is a member of the Visiting Committee of the Law School of the University of Chicago. Anna was a member of the University of Chicago Legal Forum during her time at the University of Chicago Law School.

Anthony Zeoli is a Partner with the law firm of Freeborn & Peters LLP in Chicago and is an experienced transactional and securities attorney as well as an industry-recognized crowdfunding and JOBS Act expert. Specializing in the areas of securities, commercial finance, real estate and general corporate law, his clients range from entrepreneurs and small, privately held, businesses to multi-million dollar entities. For a range of representative transactions please go to

Anthony has particular expertise in the negotiation and documentation of real estate transactions including the acquisition, sale, construction, development, leasing and financing of real estate and has represented parties on both sides of such transactions. Mr. Zeoli is also an industry leader in the area of crowdfunding, in particular with respect to real estate crowdfunding. Most recently he drafted Illinois House Bill 3420, a bill which provides for an intrastate crowdfunding exemption in Illinois and which was unanimously approved by the Illinois house and Senate.

Anthony holds a masters degree in accounting from the State University of New York at Albany, a law degree with a concentration in corporate law from Northwestern University School of Law, and an M.B.A. degree with a double major in finance and entrepreneurship from the University of Illinois at Chicago. He received high honors and scholarships in all programs and is also an active member of MENSA. Anthony is also currently actively involved with the entrepreneurship program at the University of Illinois at Chicago as both a mentor and a student advisor and is an active advisory board member of the New York Distance Learning Association (NYDLA).

Arlen W. Gelbard is EVP, General Counsel at Cross River. He has an extensive portfolio of expertise advising, managing, and operating in dynamic and complex legal and regulatory environments for global, publicly-traded financial institutions, as well as smaller, private entities. In his current role, Mr. Gelbard leads and manages the legal, regulatory, compliance and risk areas, and serves as trusted advisor to senior management and board of directors. Founded in 2008, Cross River Bank is an emerging leader in marketplace lending and payment solutions; it combines technology and innovation, with a commitment to industry best practice in regulatory compliance and service.

Prior to joining Cross River, Mr. Gelbard served as Senior Advisor at Treliant Risk Advisors, where he consulted on a wide variety of complex and sensitive compliance and risk management issues.

He served as President of E*TRADE Bank and later became General Counsel & Chief Administrative Officer of E*TRADE Financial Corporation, where he led diversification and growth.

Formerly in his career, Mr. Gelbard was General Counsel of Acacia Federal Savings Bank, where he led the merger into Stifel Bank & Trust and became President of the Mid-Atlantic region for Stifel. Mr. Gelbard was Chief Administrative Officer at Jefferson National Financial Corp., now part of Nationwide Insurance. As part of his diverse background in financial services, he served as an Executive Advisor at Aquiline Capital Partners, a private equity investor. Previously, he was partner of the law firm Hofheimer Gartlir & Gross in New York City.

Mr. Gelbard holds a JD and MBA from Boston University, as well as an AB, cum laude, in Politics from Brandeis University. He is a member of the New York State and District of Columbia Bars. Mr. Gelbard previously served on Operation Hope’s Global Board of Directors and currently serves as on the Northeast Regional Board, where he provides the management team with leadership and guidance, strongly advocating for programs dedicated to financial literacy and economic empowerment in underserved communities. 

Bob Duran is a partner in the firm’s tax, employee benefits and executive compensation practice group in the Los Angeles office. For more than 25 years, he has advised clients about a wide range of business and tax matters, including taxation of cross-border transactions, with an emphasis on Mexico and Latin America.

For those investing or expanding operations across borders, Bob has advised on the tax-efficient use of pass-through and hybrid entities, complex capital structures (e.g., debt and preferred equity), treaties, tax credits and arrangements affecting the timing and character of income and deductions, with emphasis on structuring offshore transactions and operations to minimize the effects of Subpart F and other U.S. anti-deferral regimes, as well as withholding taxes.

Bob has also advised non-U.S. individuals and entities entering the United States on issues such as whether to operate through a branch or a subsidiary, how to capitalize the branch or subsidiary (i.e., debt or equity) and how to minimize U.S. withholding and branch taxes through careful structuring and tax treaties, and planning for related-party transactions. He has represented clients from Australia, Brazil, Canada, China, Germany, Iceland, Japan, Korea, Mexico and the U.K., among other countries.

Bob also has substantial experience in handling a wide range of business transactions, including taxable and tax-free mergers and acquisitions, corporate buyouts and restructurings, joint ventures, and partnership, LLC and S corporation transactions.

Previously, Bob was Vice President-Legal and Compliance at GroupEx Financial Corporation, a money transfer company serving the U.S.-to-Mexico/Latin America corridor. In that role, he directed the general counsel’s office and the compliance department, which was responsible for anti-money laundering and Bank Secrecy Act compliance.

Bob is also an adjunct professor of law at Southwestern University School of Law in Los Angeles, where he teaches Corporate and Individual Income Tax, and is a presenter at the Hawaii Tax Institute, lecturing on international tax subjects.

Brian Victor joined SoFi in 2016 and is the principal legal support for SoFi’s Capital Markets Group and New Products.  He’s covers SoFi’s ABS securitizations (personal loan, student loan and mortgage), warehouse  and repo  facilities, hybrid and VC funds and provides support for  SoFi’s new consumer products.  

Prior to SoFi, Brian was SVP and Associate General Counsel at Bank of America, N.A. from 2010 to 2016, where he worked on a variety of mortgage regulatory and compliance issues and met regularly with Attorney General’s Offices across the country.

Prior to joining Bank of America, Brian spent 16 years in private practice, first as an associate at Skadden Arps Slate Meagher & Flom LLP (10 years); and then as   Structured Finance partner at Winston & Strawn LLP and McKee Nelson LLP.

Brian received his JD from Rutgers School of Law, where he was a member of the Rutgers Law Review. He received a B.A. in Economics from Rutgers University and   while in college studied Economics at Yale as an American Economics Association scholar.

Claudia Callaway leads the firm's newly formed Platform Lending Initiative. In this role, she focuses her practice on defending clients against state and federal class actions regarding consumer protection and consumer finance laws, representing clients before the Consumer Financial Protection Board (CFPB), the Federal Trade Commission (FTC) and state banking agencies, and assisting clients in adhering to the dynamic landscape of platform and peer-to-peer (P2P) lending.

Having represented clients before the CFPB since it was established, Claudia understands the varying perspectives of key stakeholders involved, and helps clients navigate the hurdles, pitfalls and opportunities available to the numerous parties involved under the CFPB's jurisdiction. Working with banks, credit unions, platform lenders and other financial services clients, Claudia provides pragmatic advice on numerous state and federal banking and consumer protection matters, including privacy, collections, credit reporting and usury issues. She also assists clients with the enforcement of arbitration provisions and class action waivers.

In Claudia's regulatory practice she represents a bevy of financial services clients, including installment lenders, collection agencies, money transmitters, state and federally chartered banks, mortgage servicers, credit card issuers, and credit reporting agencies in a broad range of regulatory issues before federal and state agencies and self-regulatory organizations (SROs) nationwide.

Claudia is also recognized as a veteran in the platform lending space, which enables her to provide her clients with real-time updates and developments in this ever-changing landscape. She has spoken numerous times on issues related to merchant cash advance, crowdfunding, business-to-business and P2P consumer finance, and brings a holistic understanding of the technical, regulatory and financial complexities within the platform lending arena.

Claudia represents consumer lenders, third-party debt collectors and other consumer financial services clients in class action suits and litigation around the country, in many cases to prevent class action suits before they happen. She frequently handles cases involving the Dodd-Frank Act, the Truth in Lending Act (TILA), the Equal Credit Opportunity Act (ECOA), the Fair Debt Collection Practices Act (FDCPA), the Fair Credit Reporting Act (FCRA), the Gramm-Leach-Bliley Act and the Federal Trade Commission Act. She advises on state unfair and deceptive trade practices laws, and removal of class actions to federal court under the Class Action Fairness Act (CAFA).

Douglas S. Ellenoff, a member of Ellenoff Grossman & Schole LLP since its founding in 1992, is a corporate and securities attorney with a specialty in business transactions, mergers and acquisitions and corporate financings. Mr. Ellenoff has represented public companies in connection with their initial public offerings, secondary public offerings, regulatory compliance, as well as, strategic initiatives and general corporate governance matters. During his career, he has represented numerous broker-dealers, venture capital investor groups and many corporations involved in the capital formation process.

In the last several years, he has been involved at various stages in numerous registered public offerings, including more than 100 financings and, with other members of his firm, hundreds of private placements into public companies, representing either the issuers of those securities or the registered broker-dealers acting as placement agent. Along with other members of his Firm, Mr. Ellenoff has been involved at various stages with over 100 registered blind pool offerings (commonly referred to as "SPACs"); In addition to our IPO experience with SPACs, he has been involved with more than 30 SPAC M&A assignments. The Firm represents nearly 60 public companies with respect to their ongoing 34 Act reporting responsibilities and general corporate matters. He also provides counsel with regard to their respective ongoing (SEC, AMEX and NASD) regulatory compliance.

Mr. Ellenoff and the rest of the corporate department distinguish themselves from many other transactional lawyers on the basis of their ability to be part of the establishment of new securities programs, like PIPEs, SPACs, Registered Directs and Reverse Mergers, where the Firm's professionals have played leadership roles within each of those industries, assisting in the creation, formation and strategies relating to those financings, as well as working closely with the regulatory agencies; including the SEC and FINRA; and the listing exchanges - AMEX and NASDAQ.  Mr. Ellenoff is routinely requested to be a panelist and presenter at industry conferences.

Like the other innovative securities programs, the Firm has taken a leadership role in the emerging crowdfunding industry, which was signed into law by President Obama on April 5, 2012. The Firm actively participates in many discussions with the SEC and FINRA with respect to the proposed rules which went into effect May 16, 2016.  The Firm has sponsored conferences, webinars and has been invited to speak at numerous events on the topic. The Firm is already actively engaged with clients (funding portals, broker-dealers, technology solution providers, software developers, investors and entrepreneurs).

Faith Anderson is the Chief of Registration & Regulatory Affairs of the Securities Division of the Washington State Department of Financial Institutions.  She supervises legal staff responsible for reviewing applications for registration in small public offerings, non-traded REITs, business development companies, oil and gas programs, bank holding companies, in-state municipal bond offerings, church bond offerings, rescission offers, business opportunity offerings, and franchise offerings.  She oversees the processing of exemption filings and has experience in issues concerning investment advisers and pooled investment vehicles.  She is also responsible for reviewing requests for interpretive and no-action letters, promulgating policy and interpretive statements, amending the Division’s administrative rules, and reviewing and drafting legislation.

Ms. Anderson chairs the Small Business/Limited Offerings Project Group of the North American Securities Administrators Association, Inc. (NASAA).  She is also a member of NASAA’s Committees on Corporation Finance, the Electronic Filing Depository, State Legislation, and Capital Formation.  She has served as primary drafter on several NASAA comment letters on SEC rule proposals, led NASAA’s project to create a coordinated multi-state review program for Reg. A offerings, and continues to provide input on the nationwide electronic filing system for state securities filings that was launched in 2014 for Rule 506 notice filings.  Ms. Anderson is a frequent speaker on topics including private offerings, small public offerings, and crowdfunding.

Ms. Anderson received a Bachelor of Arts degree in Business Administration with a concentration in Finance, as well as the Certificate of International Studies in Business, from the Foster School of Business at the University of Washington in 1998.   She received a Juris Doctor degree from the University of Washington School of Law in 2005.  While in law school, Ms. Anderson served as an editor on the Pacific Rim Law & Policy Journal and completed an externship with Justice Barbara A. Madsen of the Washington State Supreme Court. 

Ms. Anderson is a member of both the Securities Committee of the Business Law Section of the Washington State Bar Association and the American Bar Association’s State Regulation of Securities Committee.

Henry Morriello is a Partner at Arnold & Porter and is Head of the firm’s Structured Finance & Derivatives Practice and its Aviation & Transportation Finance Practice. He is active in all areas of finance, including structured finance and derivatives, transportation finance, and financial regulatory matters. He represents clients in US and international term securitization and commercial paper conduit transactions involving residential and commercial mortgage loans, corporate loans, marketplace loans, student loans, equipment leases, auto paper, trade receivables, aircraft and railcar loans and leases, intellectual property royalties and esoteric assets. He also advises on structuring and restructuring fixed income and credit derivatives of all types, including credit default swaps and total return swaps. On the regulatory side, Henry is often approached by major financial institutions to help them navigate complex transaction structures and compliance procedures in response to the Dodd-Frank Act, the European and US versions of risk-retention requirements, bank capital and liquidity requirements, and compliance with swaps and commodity pool regulation.

Henry regularly advises clients on their most complex marketplace warehouse lending and ABS matters. He is also an active speaker on the topic, including panel participation at the LendIt USA’s 2017 conference on “The Strength of Student Platforms in the Securitization Market,” PLI’s Marketplace Lending and Crowdfunding seminar in 2016, SIFMA’s Securitization Spotlight webinar on Marketplace Lending in 2015, and Structured Credit Investor’s webinar “Marketplace Lending in the Regulatory Spotlight” in 2015. In addition, he has chaired several in-house programs on this topic, including a joint conference with Structured Credit Investor for two years in a row, a joint seminar with Lending Times on True Lender Implications for Marketplace Lending in late 2016, and most recently, a seminar on “The OCC Fintech Charter” in 2017. Further, Henry was recently quoted in a Bloomberg BNA article “Appeals Court May Tackle ‘True Lender’ Debate Affecting Fintechs, Online Lenders,” which examines the closely watched CashCall Inc. petition currently before the US Court of Appeals for the Ninth Circuit.

Henry has been recognized for his work in securitization by numerous third party publications, including Chambers Global (2009-2017), Chambers USA (2008-2017), Legal 500 US (2014-2017) and The Best Lawyers in America (2012-2017), and was named as a top Structured Finance and Securitization attorney by Best of the Best USA Expert Guides in 2017. He has also been recognized for his work in Asset Finance and Leasing by Legal 500 US (2014-2017).

Joseph Borg has been Director of the Alabama Securities Commission (ASC) since 1994.  Borg served as the only three term president of the North American Securities Administrators Association (NASAA).  He served as a member on the NASAA Board of Directors, as Chair of the International Committee, Chair of Enforcement, Ombudsman and in several other capacities.  He is also a member of the Board of Directors of the National White Collar Crime Center (NW3C), the Investor Protection Institute (IPI) and previously served as a member of the Board of Directors of the Investor Protection Trust (IPT).  He has also served as a member of the SIPC Modernization Task Force and the FINRA Dispute Resolution Task Force. 

Borg recently (June 2018) testified before the U.S. House Financial Services Committee, Capital Markets Subcommittee hearing entitled “Ensuring Effectiveness, Fairness, and Transparency in Securities Law Enforcement.” He has previously testified before various committees of the U.S. Senate and U.S. House of Representatives including testimony on such areas as Microcap Fraud; Criminal Elements in the Financial Markets; Information Sharing among Financial Regulatory Agencies; Risks Posed to Everyday Investors from IPOs in Private Equity and Hedge Funds; Illegal Investment Sales’ Practices Victimizing Senior Citizens; and SIPA and SIPC Modernization. 

Borg served as a U.S. delegate to an Intergovernmental Expert Group for the United Nations Commission on International Trade and Law (UNCITRAL).

Borg previously served as in-house corporate counsel to First Alabama Bank (n/k/a Regions Bank, 1979-1984) and has been an adjunct professor of law at Faulkner University Jones School of Law teaching securities law and banking (1982-2002), and has been a Partner in the Montgomery law firm of Capouano, Wampold, Prestwood & Sansone (1984-1994).

He is admitted to practice in Alabama, Florida, New York, U.S. Federal District Courts in Alabama and Florida, the 5th and 11th Circuit Courts of Appeal and the U.S. Supreme Court.       

Julia D. Corelli is a partner with Pepper Hamilton LLP’s Corporate and Securities Practice Group and co-chairs its Funds Services Group, a core constituent of Pepper’s Investment Funds Industry Group (IFIG). She concentrates in private investment fund formation, operations and compliance, private equity investment transactions, venture capital investments, acquisitions, dispositions and financings of business enterprises, joint ventures, and intra-partner dealings. She also is experienced in matters of investment fund principal compensation and succession planning and serves as general outside counsel to family offices. The industry focus of funds and companies she counsels include biotechnology health care services, financial services, peer-to-peer lending, energy and natural resources, and real estate. She has served the firm as vice chair of its Executive Committee and is currently co-chair of its Commercial Department.

As a member of IFIG, Ms. Corelli is one of more than 40 lawyers nationwide in this multidisciplinary group, which focuses on areas vital to the success of all types of investment funds throughout their entire life cycle. Within IFIG, the Funds Services Group provides fund formation, operations and compliance counseling to sponsors, managers, advisers and investors from within and outside the United States. The group advises investment groups about the complex structuring, operational, and regulatory challenges they face on a daily basis in their investment management business and the deployment of the capital under their management.

Ms. Corelli has spoken before numerous trade and bar associations and other functions on a variety of topics, including domestic and foreign private investment fund formation and operation issues, investment structures used by private investment funds, succession planning and partnership, limited liability company and S and C corporation planning and operational issues.

Ken Marin is Co-Office Leader of Chapman's New York office and a partner in the firm's Asset Securitization Department. Ken’s primary focus is on structured finance and securitization and financial and derivative products. Ken has extensive experience with asset-backed securities, including credit card receivables, student loans, marketplace lending, single-family rental, residential mortgages, dealer floor plan, auto and equipment leases, esoteric assets including mutual fund fees, tobacco fees, farm subsidies, loans to medical practices, insurance premium finance, and trade receivables; collateralized loan obligations; sale and securitization of distressed assets; credit and equity derivatives; covered bonds; and interest rate swaps.

Ken's clients include issuers, underwriters, lenders, credit enhancers, investors and derivative providers in both public offerings and private placements of asset-backed securities in the term and commercial paper conduit markets. His representations often involve unique assets and novel cash flow, bankruptcy and tax structures. Ken frequently represents industry advocacy groups in connection with the Dodd-Frank Act and other current legislative and regulatory initiatives affecting securitization.

Michael Nonaka is co-chair of the financial services group and advises banks, financial services providers, and non-bank companies on a broad range of compliance, enforcement, transactional, and legislative matters. He has worked extensively with federal and state banking agencies and with other federal agencies authorized to regulate financial services. Mr. Nonaka also plays an active role in the firm’s Fintech Initiative and works with a number of banks, lending companies, money transmitters, payments firms, technology companies, and service providers on innovative technologies such as big data, blockchain and related technologies, bitcoin and other virtual currencies, same day payments, and online lending.

Mr. Nonaka has significant experience advising clients on issues arising under financial services legislation. He has advised clients on, among other areas, regulation as a systemically important financial institution, resolution planning, the Federal Deposit Insurance Corporation’s orderly liquidation authority under Title II, and the scope of the Consumer Financial Protection Bureau’s authority.

Mr. Nonaka also has advised a number of clients on compliance with TILA, ECOA, TISA, HMDA, FCRA, EFTA, GLBA, FDCPA, CRA, BSA, USA PATRIOT Act, FTC Act, Reg. K, Reg. O, Reg. W, Reg. Y, state money transmitter laws, state licensed lender laws, state unclaimed property laws, state prepaid access laws, and other federal and state laws and regulations

Sara Hanks, co-founder and CEO of CrowdCheck, is an attorney with over 30 years of experience in the corporate and securities field. CrowdCheck provides due diligence, disclosure and compliance services for online capital formation. Its services help entrepreneurs and project sponsors through the disclosure and due diligence process, give investors the information they need to make an informed investment decision and avoid fraud and help intermediaries avoid liability.

Sara’s prior position was General Counsel of the bipartisan Congressional Oversight Panel, the overseer of the Troubled Asset Relief Program (TARP). Prior to that, Sara spent many years as a partner of Clifford Chance, one of the world’s largest law firms.  While at Clifford Chance, she advised on capital markets transactions and corporate matters for companies throughout the world.  Sara began her career with the London law firm Norton Rose. She later joined the Securities and Exchange Commission and as Chief of the Office of International Corporate Finance led the team drafting regulations that put into place a new generation of rules governing the capital-raising process.

Sara received her law degree from Oxford University and is a member of the New York and DC bars and a Solicitor of the Supreme Court of England and Wales. She serves as co-Chair of the SEC’s Advisory Council on Small and Emerging Companies. She holds a Series 65 securities license as a registered investment advisor. Sara is an aunt, Army wife, skier, cyclist, gardener and animal lover.

Amy has authored the Bloomberg Law practice guide to ICOs and Lexis Nexus' Private Equity practice guide. Previously, she was a Partner at a boutique securities law firm and General Counsel at a real estate crowdfunding platform. Amy is also the founder and co-organizer of Legal Hackers LA, which programs around the intersection of law and technology. She was also named one of ten women to watch in legal technology by the American Bar Association Journal in 2014 and one of 18 millennials changing legaltech by in 2018; and was nominated as a Finalist for the Corporate Counsel of the Year Award 2015 by LA Business Journal.

Amy has also worked in international regulatory and trade policy at the U.S. Department of Commerce, and was a Presidential Management Fellow at the U.S. Department of State and U.S. Department of Transportation. She holds an LL.M. in Public International Law from the London School of Economics and Political Science, a JD from the University of Southern California Gould School of Law, and a BA in Biological Sciences from the University of Southern California.

Co-founder of DLx Law, a law firm created to serve the needs of a new, technology-driven economy.  Lewis works together with co-founder Angela Angelovska-Wilson and the rest of the DLx Law team to provide in-depth legal counsel to startups, growth companies, major enterprises, and governmental entities on a broad range of matters involving the use of blockchain, cryptocurrencies and other disruptive technologies.  Passionate about the ability of innovative technologies to change the way businesses and individuals work together, Lewis has become a major advocate for potential of emerging technologies to benefit and transform industries around the globe.

Lewis brings more than 20 years of experience as a traditional capital markets and finance partner at two Global Top 50 law firms.  Lewis is a frequent public speaker on the topic of blockchain and distributed ledger technology.  Lewis served on the Board and Executive Committee of the Structured Finance Industry Group (SFIG).  Lewis is also recognized by Chambers Global as one of only three lawyers in “Band 1” for Legal: Blockchain & Cryptocurrencies – USA.


Edward Dartley is a partner in the firm’s New York office where he is a member of the investment management group. Mr. Dartley concentrates his practice on the alternative investment asset classes, including private equity, real estate and venture capital funds, counseling clients on fund formation, governance, and regulatory and other matters. He has a particular focus on emerging and middle market private equity and other private fund managers, and advises them on a wide range of issues facing the industry today.

Mr. Dartley regularly counsels private fund managers on seeding and joint venture relationships, and his practice includes representation of a number of international clients seeking to establish or expand their business in the United States. He also advises a number of start-up and emerging private companies outside of the investment management industry. 

Mr. Dartley as part of his practice advises energy-focused alternative asset managers and companies on a wide variety of matters, and has worked with industry players in both the traditional and alternative energy industries. In addition, he has extensive experience advising clients in the FinTech and marketplace lending industries. 

With over a decade of experience as in-house counsel and chief compliance officer, Mr. Dartley has deep in-house experience and a unique perspective on how asset management works from the inside. Mr. Dartley continues to utilize this experience by serving as regular outside counsel to a number of clients of the firm.

Cynthia Monaco is an attorney in private practice and is the former Chief Legal Officer of Orchard Platform, a provider of data, technology and software to the online lending community.  Before entering private practice, Ms. Monaco served as an Assistant United States Attorney in the Eastern District of New York where she held a number of positions, including Chief of the Long Island Criminal Division, culminating in her appointment by the Attorney General to a post as Senior Litigation Counsel.  She was a recipient of the Director's Award for Superior Achievement by an Assistant United States Attorney.  Ms. Monaco clerked for Judge Frank Altimari on the Second Circuit Court of Appeals and graduated with honors from Harvard University and Harvard Law School.

Nicole Kontrabecki is Vice President, Deputy General Counsel at Prosper Marketplace, Inc.  During her tenure at Prosper, Nicole has provided a general commercial, financial and intellectual property advice.  She has supported Prosper’s Capital Markets team with investor-led securitizations and the development of Prosper’s own securitization program.

Prior to Prosper, Nicole worked on commercial and M&A transactions in the wine industry at Farella Braun & Martell LLP and on project finance transactions in the energy sector at Coudert Brothers.

Samuel S. Guzik has more than 35 years of experience as a corporate and securities attorney and business advisor in private practice in New York and Los Angeles, including as an associate at Willkie Farr and Gallagher, a major New York based international law firm, a partner at the law firm of Ervin, Cohen and Jessup, in Los Angeles, and in the firm he founded in 1993, Guzik & Associates. Mr. Guzik has represented public and privately held companies and entrepreneurs on a broad range of business and financing transactions, both public and private. Mr. Guzik has also successfully represented clients in federal securities litigation and SEC enforcement proceedings. Guzik has represented businesses in a diverse range of industries, including digital media, apparel, health care and numerous high technology based businesses.

Guzik is a recognized authority and thought leader on matters relating to the JOBS Act of 2012 and the ongoing SEC rulemaking, including Regulation D Rule 506 private placements, Regulation A+, and investment crowdfunding. He has been consulted by Congressional members, state legislators and the U.S. Small Business Administration Office of Advocacy on matters relating to the JOBS Act and state securities matters. He is a frequent blogger on his blog, The Corporate Securities Lawyer Blog, addressing developing corporate and securities laws issues.

He has published two major commentaries on JOBS Act rulemaking in The Harvard Law School Forum on Corporate Governance and Financial Regulation: the first article, entitled “Regulation A+ Offerings – a New Era at the SEC,” discussing the SEC’s proposed regulations implementing JOBS Act Title IV Regulation A+ (also accepted for publication in the Fall 2014 issue of the Texas Journal of Business Law); the second article is entitled “SEC Crowdfunding Rulemaking under the JOBS Act – An Opportunity Lost?” addressing deficiencies in the SEC’s proposed Title III investment crowdfunding regulations. Mr. Guzik also authors a regular column on, The Crowdfunding Counselor, addressing JOBS Act issues affecting entrepreneurs, small and emerging companies, investors and Internet-based funding portals. His articles have been cited in national business publications on issues relating to federal securities regulation, including The Economist, Forbes, Bloomberg’s Businessweek, Compliance Weekly and, as well as by SEC Commissioners.

Mr. Guzik has also been a regular speaker on federal securities matters, including leading government, academic and trade association forums. He also served as President of the Crowdfunding Professional Association in 2015. Mr. Guzik is also a founding member of The Heritage Foundation Securities Regulation Working Group, focusing on federal regulatory issues affecting small businesses and emerging growth companies, including ongoing JOBS Act and Dodd-Frank SEC rulemaking. Healso serves as an inaugural member of the Advisory Council of the Crowdfunding Professional Association (CfPA), of which he is a member.

He received a B.S. degree in Industrial and Labor relations from Cornell University and is a graduate of Stanford University Law School. He is admitted to practice in both New York and California.

Sebastian Gomez Abero is the Chief of the Office of Small Business Policy in the Division of Corporation Finance of the Securities and Exchange Commission. The office assists companies seeking to raise capital through exempt or smaller registered offerings, and participates in and reviews SEC rulemaking and other actions that may affect small businesses. Previously, Mr. Gomez was a Special Counsel in the Office of Chief Counsel in the Division of Corporation Finance. Before joining the SEC, Mr. Gomez practiced securities law in the Washington DC office of Hogan Lovells. He received his law degree from Northwestern University School of Law and his B.S. in computer science from Bridgewater College.

Lewis serves as CEO of Heritage Capital Ventures, a private equity concern that invests in online financial technologies for traditionally offline processes that result in greater efficiencies, greater capital access, and lower costs to consumers, businesses and governments. He founded Goodwin Procter’s California offices, led the firm's Public Finance Practice, and founded and chaired its Crowdfunding Practice.

Mr. Feldman has advised clients on more than $100 billion in debt and equity transactions for market-rate and affordable apartments, master-planned residential communities, aerospace, industrial and manufacturing facilities, urban entertainment centers, primary, secondary and university educational facilities, retail malls, hospitals, mixed-use projects, destination resorts and hotels, Brownfields remediation, military base reuse projects, green building, mitigation banks, transportation projects, water and wastewater facilities, and all forms of public infrastructure.

Mr. Feldman proudly serves in a leadership role in several associations and groups, including serving as Chairman of the Board of Directors of the University of California, Los Angeles Richard D. Ziman Center for Real Estate, and Member of the Leadership Council at the University of Southern California Lusk Center for Real Estate.

Mr. Feldman consistently ranks among America's leading real estate attorneys in Chambers USA: America's Leading Lawyers for Business, Best Lawyers in America, Lawdragon's "Top 500 Lawyers in America," The Legal 500 US, and is individually rated "AV®-Preeminent™” by Martindale-Hubbell. He has numerous media appearances on CNBC, CBS, Bloomberg, ABC, and Fox Television to his credit. His ideas and opinions have also been featured in national, regional and trade publications, including Bloomberg Business, The Los Angeles Times, The New York Times, The Wall Street Journal, Fortune and Forbes.

Mr. Feldman received his Juris Doctorate from the University of California at Davis in 1982 and was Executive Editor of the UC Davis Law Review. He completed his undergraduate education at the University of California at Santa Cruz in 1978, where he received bachelor’s degrees with highest honors in Economics and Environmental Planning.

Sara leads PeerStreet’s legal team. She has extensive experience in structuring and negotiating complex real estate finance transactions. Prior to joining PeerStreet, she was a real estate finance attorney at Dechert LLP and, before that, at Greenberg Traurig LLP. At Dechert, Sara advised banks and institutional lenders in large-loan originations. At Greenberg Traurig, she advised lenders, borrowers and developers in a wide variety of complex real estate transactions. Sara graduated from St. John’s College with a B.A. in liberal arts and from USC with a J.D. and a Masters in Business Taxation.