New feature: Customize your PLUS research experience with My Preferences. Learn more.
Skip to main content

Securities Law and Practice 2018: How the SEC Works


Speaker(s): Adam E. Fleisher, Andrew J. (Buddy) Donohue, Andrew M. Lawrence, Brandon A. Hill, Clifford E. Kirsch, Ghillaine A. Reid, Wendy B. Tepperman
Recorded on: Oct. 15, 2018
PLI Program #: 220416

Adam Fleisher’s practice focuses on a wide range of global and U.S. corporate transactions.

Adam is a leading capital markets advisor. He has advised on many capital markets offerings, from IPOs to convertible bonds to rights offerings, acting for both issuers and underwriters, as well as advising clients with ongoing reporting obligations and governance considerations.

Adam also has extensive experience as a corporate advisor to alternative asset managers, especially in the areas of governance, succession planning, and the structuring and sale of GP stakes, as well as regulatory compliance, particularly beneficial ownership reporting and insider trading considerations.

In addition, Adam frequently represents buy-side investors, such as hedge funds and sovereign investors, in pre-IPO investments, PIPEs, and similar transactions.

Adam especially enjoys working on novel and complex matters, and frequently works on transactions at the intersection of the above areas, including transactions involving business development companies (BDCs), restructurings/bankruptcies, and use of the public markets by funds.

Adam has numerous publications and speeches to his credit. He teaches a highly regarded advanced capital markets seminar at Yale Law School. Adam also serves as the Vice Chair of the ABA Business Law Section’s International Securities Matters Subcommittee and is a longstanding member of the Practical Law Company U.S. Advisory Board.

Adam has spent his entire legal career at Cleary Gottlieb. Adam joined the firm’s New York office in 2000 and became a partner in 2008. He was resident in the firm’s London office from 2001 to 2005.


Andrew J. Donohue, widely known as Buddy Donohue, has over 40 years of experience in both senior government and private sector roles, having recently served as SEC Chief of Staff to Chair Mary Jo White (2015-2017). He is best known for his service as Director of the SEC’s Division of Investment Management (2006-2010) (where he was effectively the most senior regulator for the U.S. funds industry). Buddy was most recently at the law firm of Shearman & Sterling LLP (2017-2019) and also served as Global General Counsel at Merrill Lynch Investment Managers (2003-2006), Executive Vice President and General Counsel at OppenheimerFunds Inc. (1991 – 2001) and Investment Company General Counsel at Goldman Sachs (2012-2015).

Buddy is currently an independent Director of certain BNY Mellon Funds (2019 to present) and has been an officer, director and counsel for numerous investment advisers, broker-dealers, commodity trading advisors, transfer agents and insurance companies. He also has served on the boards of business development companies, registered open-end funds, closed-end funds, exchange-traded funds, Cayman funds and Dublin-based and Luxembourg-based UCITS. He has  served as Chairman of the ABA Investment Companies and Investment Advisers Subcommittee, and as an Editor of the ABA Guide for Fund Directors. He also sits on the Board of the Mutual Funds Directors Forum (2018 to present).

Buddy is an acknowledged and highly respected thought leader within the industry, having published, lectured and delivered talks on a variety of investment fund topics. He currently is also an Adjunct Professor teaching investment management law at Brooklyn Law School.


Andrew M. Lawrence represents a wide range of clients in investigations by the U.S. Securities and Exchange Commission (SEC), the U.S. Department of Justice (DOJ), other federal and state law enforcement agencies and the Financial Industry Regulatory Authority (FINRA).

Mr. Lawrence’s experience in securities-related matters includes the representation of corporations and their officers, directors and employees in investigations regarding financial reporting, disclosure, stock options backdating and insider trading matters. He also has represented broker-dealers and mutual fund complexes in SEC and other federal and state regulatory investigations related to trading, disclosure and market-timing matters. In addition, Mr. Lawrence regularly advises clients on securities law compliance issues.

Mr. Lawrence has conducted numerous internal investigations on behalf of U.S. and foreign public company boards and audit committees. In particular, Mr. Lawrence has represented several clients in connection with DOJ and SEC investigations related to the Foreign Corrupt Practices Act (FCPA), and he has extensive experience conducting global investigations for companies with issues arising under the FCPA. Mr. Lawrence has conducted investigations for clients involving FCPA-related issues in Africa, Asia, Europe, Latin America and the Middle East. He also regularly advises corporations regarding the development and enhancement of compliance structures and related policies and procedures designed to prevent and detect potential violations of law.

Mr. Lawrence’s representations have included:

  • several public companies and audit committees in internal investigations, and related DOJ and SEC investigations, into potential violations of the FCPA;
  • a global financial services firm in investigations by the SEC and FINRA of mutual fund sales and trading practices;
  • a former officer of a major financial services firm in investigations by the SEC, state attorneys general and the DOJ regarding the sale of residential mortgage-backed securities;
  • a technology company and the company’s audit committee in an SEC investigation of stock option granting practices;
  • a global reinsurance company in the settlement of an SEC investigation into an alleged fraudulent accounting scheme by an entity that the company had acquired involving certain nontraditional insurance and reinsurance transactions;
  • the chairman of the board of directors of an insurance company in an SEC investigation of compensation disclosure issues; and
  • the general counsel of a technology company in investigations by the SEC and DOJ of alleged accounting fraud.

Prior to joining Skadden, Mr. Lawrence worked in the SEC Division of Enforcement, where he was responsible for investigating and prosecuting individuals and entities for alleged violations of the federal securities laws and SEC regulations.

Mr. Lawrence has written extensively on SEC enforcement and white collar criminal matters.


Brandon Hill is a Senior Counsel in the Office of Chief Counsel, Division of Trading and Markets, where he focuses on broker-dealer registration status issues, enforcement investigations, cryptocurrency and digital assets, cybersecurity and exchange-traded products.  Prior to joining the Division of Trading and Markets, Mr. Hill served in the Division of Corporation Finance reviewing registration statements, annual reports and other periodic and transactional filings for issuers in the telecommunications and for-profit education industries.  Prior to joining the SEC, Mr. Hill was in private practice in Washington, D.C. and Seattle, WA focusing on public and private company mergers and acquisitions, public company regulatory compliance and private equity.  Mr. Hill obtained his law degree from Harvard Law School and his undergraduate degree from Howard University.


Cliff Kirsch began his career at the U.S. Securities and Exchange Commission (SEC), became chief legal officer for one of the country’s largest dually- registered broker-dealer/advisers and then joined Sutherland (now Eversheds Sutherland) in 2006. He relies on his regulatory and in- house background and an up-to-date knowledge of regulatory developments to provide practical and innovative counsel to broker-dealers and investment advisers in the areas of securities regulation and compliance.

With more than 25 years of experience, Cliff regularly counsels clients on the design and distribution of investment products including wrap-fee programs and other advisory products, mutual funds, bank collective investment funds and insurance products. He also focuses on issues related to the design and implementation of compliance programs at financial services firms.

While at the SEC, Cliff received the Manuel F. Cohen Award, which recognizes younger lawyers who have displayed outstanding legal ability, integrity and judgment and he served as assistant director of the SEC's Division of Investment Management.

Cliff is a frequent speaker at industry conferences, and is the author and editor of two of the leading treatises in the broker-dealer and adviser arena: Broker-Dealer Regulation and Investment Adviser Regulation (published by the Practising Law Institute).

Cliff is also co-founder of the Julia Anne Kirsch Foundation, which seeks to serve the needs of disabled individuals and their families.

Experience

Eversheds Sutherland counsels a coalition of major life insurance companies on evolving state and federal regulations and other legal developments.

Eversheds Sutherland represents a coalition of major life insurance companies, which collectively account for more than 80% of the annuity business in the United States, in their efforts to affect the direction and details of various SEC, FINRA, CFTC, NAIC and state rule proposals and initiatives.

Eversheds Sutherland serves as outside counsel on broker-dealer and adviser regulatory issues for one of the largest independent broker-dealer networks in the country.  Eversheds Sutherland serves as regular primary outside counsel on broker-dealer and adviser regulatory issues for one of the largest independent broker-dealer networks in the country.

Eversheds Sutherland represents coalition of collective trust fund sponsors, advisers and other service providers.

Eversheds Sutherland serves as counsel to the Coalition of Collective Trust Funds. Among other things, Sutherland monitors and reports on legal and regulatory matters affecting collective trust funds.

Professional Activities

Member, New York City Bar Association

Faculty, FINRA Compliance Institute at The Wharton School of the University of Pennsylvania

Former Chair, FINRA Variable Products Committee

Former Board Member, National Society of Compliance Professionals


Ghillaine Reid is a Partner in the firm’s Government Investigations, Compliance, and Enforcement practice. She focuses her practice on government and securities regulatory investigations, financial services litigation, commercial litigation and corporate compliance. Drawing on her experience in government service and private practice, Ghillaine regularly represents corporations and individuals in investigations conducted by the Securities & Exchange Commission, the Department of Justice, the Financial Industry Regulatory Authority and other government and regulatory agencies. Ghillaine has successfully defended several high profile SEC investigations and enforcement proceedings involving a wide range of significant issues, including insider trading, accounting fraud, market manipulation and broker-dealer sales practice violations. Prior to entering private practice, Ghillaine was a Branch Chief and Staff Attorney in the New York Regional Office of the Securities & Exchange Commission's Division of Enforcement, where she investigated and litigated a wide range of securities enforcement matters.

Ghillaine also represents clients in complex financial services and commercial litigations matters, in both federal and state courts. She has achieved favorable outcomes in cases involving fraud, breach of contract, breach of fiduciary duty, misrepresentation and tortious interference. She has also successfully defended clients in large scale arbitration proceedings, both through the Financial Industry Regulatory Authority and the American Arbitration Association.


Wendy Tepperman is an Assistant Regional Director for the New York Regional Office of the U.S. Securities and Exchange Commission, Division of Enforcement.  Ms. Tepperman joined the SEC in December 2004.  Prior to joining the SEC, she was a law clerk for the Honorable Loretta A. Preska, Chief U.S. District Judge for the Southern District of New York, and was a litigation associate at Cravath, Swaine & Moore LLP.  Ms. Tepperman is a 2002 graduate of Columbia Law School, where she was a James Kent Scholar and a member of the Columbia Law Review, and received her B.A. from the University of Pennsylvania in 1999.