Skip to main content

Fundamentals of Investment Adviser Regulation 2012

Speaker(s): Bruce W. Maisel, Carolyn Tuohy, Clifford E. Kirsch, Ethan Corey, John H. Walsh, John L. Bronson, Kay A. Gordon, Kevin Dowling, Peter M. Rosenblum, Steven A. Yadegari
Recorded on: Jul. 18, 2012
PLI Program #: 34425

Carolyn Tuohy is Senior Counsel for Thrivent Financial for Lutherans.  In her years of practicing law, she has advised dually-registered firms on regulatory and compliance matters related to the distribution of brokerage and investment advisory products and services.  She also provides support on investment management and trust services offered by the firm.

Prior to receiving her law degree she held positions with Goldman, Sachs & Co., Fidelity Investments and Wessels, Arnold and Henderson.

Carolyn graduated with a Bachelor of Arts degree in Business from Augsburg College in 1995.  She obtained her law degree from the University of St. Thomas School of Law in 2004 and is admitted in Minnesota and Illinois.

Ethan D. Corey is a Senior Vice President and Associate General Counsel in the Legal Department of MFS Investment Management.

Mr. Corey joined MFS in December 2004. Prior to joining MFS, Mr. Corey was a counsel at Dechert LLP, where he specialized in investment company, variable insurance product and broker-dealer / NASD issues. In 2003-2004, Mr. Corey also served as an Adjunct Professor of Law at the Columbus School of Law of the Catholic University of America. Mr. Corey also previously practiced at the Securities and Exchange Commission as a senior counsel in the Division of Investment Management and a special counsel in the Division of Market Regulation.  Mr. Corey has authored and co-authored several articles on various securities regulation issues. 

Mr. Corey is a graduate of McGill University (B.A) and Boston University School of Law (J.D., magna cum laude).

Kevin Dowling is Of Counsel to Focus Financial Partners, LLC, which owns more than 20 registered investment advisor firms in the US and the UK and several broker-dealers and insurance agencies; collectively the Focus firms have more than $45 billion of assets under management. He is also counsel to hedge funds in the US and the Cayman Islands.

Kevin has acquired extensive experience in the investment advisor, broker dealer, banking and investment company regulatory, compliance and transactional areas during an in-house career that has included more than 16 years in major financial institutions in New York and during some 10 years in private practice as an advisor to such firms.

Bruce W. Maisel is Vice President and Chief Compliance Officer, U.S. Private Client Group for BMO Harris Bank, Chicago, IL. Bruce leads the compliance groups that oversee BMO Harris Bank’s U.S. wealth management businesses. Previously, Bruce was Managing Counsel, Member Services Law and Compliance for Thrivent Investment Management, Minneapolis, MN. Bruce also previously served as chair of the American Council of Life Insurers’ Working Group on Investment Adviser/Broker-Dealer Standard of Care and was a member of FINRA’s Membership Committee.

Bruce formerly served as Counsel and Vice President & Senior Corporate Counsel with Ameriprise Financial Services, Inc., Minneapolis, MN and Charles Schwab & Co., Inc., San Francisco, CA, respectively. He started his career with the Heller, Ehrman, White & McAuliffe law firm, San Francisco, CA.

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.


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

John Bronson is Prudential's U.S. Businesses Regulatory Counsel, leading a group of lawyers who provide support on diverse regulatory matters to Prudential's U.S. investment management, mutual funds, annuities, retirement services and insurance businesses. These businesses include twelve registered investment advisers and three broker-dealers. As of December 31, 2012, Prudential Investment Management had $827 billion in assets under management across asset classes that include public equities, public fixed income securities, private fixed income securities, commercial mortgages and real estate, through structures such as institutional separate accounts, managed account programs, registered investment companies, collective trusts, insurance company separate accounts and private funds.

John Walsh is a 23-year veteran of the Securities and Exchange Commission (SEC), John Walsh joined Eversheds Sutherland (US) in October 2011. With his deep, insider’s experience and perspective of the SEC, John now represents broker-dealers, hedge funds, investment advisers and other securities firms in compliance and regulatory issues involving the agency. He counsels clients on the full spectrum of securities issues from development and compliance to cooperation in examinations and defense in enforcement proceedings.

At the SEC, John played a key role in creating the Office of Compliance Inspections and Examinations (OCIE), which administers examinations of U.S. registered securities entities. He designed and implemented the SEC’s securities compliance examination practices, first as a senior advisor for compliance policy and then, most recently, as associate director-chief counsel. In 2009, he served as OCIE’s acting director and led a massive retraining of examination staff on antifraud techniques.

Prior to his tenure at OCIE, John was special counsel to former SEC Chairman Arthur Levitt from 1993 to 1995. From 1990 to 1993, he worked in the SEC Division of Enforcement, serving first as senior counsel and then as chief of the branch of regional office assistance, where he regularly appeared before the Commission’s closed meetings to present and discuss regional office enforcement cases.

He also advised the commissioners and staff on securities laws and agency policy. John began his career with the SEC in 1988 as an attorney in the Office of General Counsel.


  • Recognized by The Legal 500 United States in the area of financial services: regulatory(2018)
  • Recipient, SEC Law and Policy Award (2010-2011)
  • Recipient, SEC Examination Award of Excellence (2000)
  • Recipient, SEC Regulatory Simplification Award (1996)

Professional Activities

  • Member, American Law Institute


Kay Gordon is a partner at K&L Gates LLP who practices in the firm's New York office and concentrates her work in the Investment Management practice, with a particular emphasis on hedge funds, private equity funds and compliance-related matters involving registered advisers and broker-dealers. She also advises clients on a broad range of securities and regulatory matters as well as a variety of financial instruments and transactions, including managed accounts, credit facilities, joint ventures and derivative instruments. She also represents clients in investigations by the SEC and other regulators. Ms. Gordon was recently recognized by Legal 500 US in its 2009 Edition as a Leading Lawyer in Investment Fund Formation and Management.

Peter M. Rosenblum is a partner at Foley Hoag LLP and a co-chair of its Private Equity Transactions Practice Group.  He is actively involved in the firm’s corporate, corporate finance, mergers and acquisitions and international practices.  His clients include private equity and venture capital funds, registered investment advisers, hedge funds, and other private funds, both onshore and offshore.  A substantial part of his practice involves representation of institutional investors in connection with their investments in private equity, venture capital, real estate, debt and other private funds.  He has structured and organized numerous partnerships, limited partnerships, limited liability companies and offshore companies employed in the management and ownership of investments in public and private securities and alternative investments.  He is principal outside counsel to numerous clients in a broad range of other industries.

Mr. Rosenblum was Chairman of Foley Hoag’s Business Department from 2008 to 2011, a member of its Executive Committee from 2013 to 2016, and Co-Managing Partner from 2000 to 2005.  He served as co-chair of the firm’s Mergers & Acquisitions Practice Group from 2012 to 2019 and for many years was co-head of its Investment Advisers and Private Investment Funds Practice Group.  He was Chairman of the Corporate Law Committee of the Boston Bar Association from 1995 to 1997 and Chairman of the Business Law Section of the Boston Bar Association from 1997 to 1999.

Mr. Rosenblum has been listed in The Best Lawyers in America since 1999.  He is also listed in Chambers U.S.A.: America’s Leading Business Lawyers for private equity-buyouts and venture capital investment and corporate/mergers and acquisitions and in Legal Media Group’s Guide to the World’s Leading Lawyers for Banking, Finance and Transactional Law for investment funds and private equity, and was listed in Chambers Global: The World’s Leading Lawyers for Business for private equity-buyouts and venture capital investment.

Mr. Rosenblum graduated, summa cum laude, from Amherst College, and received his M.A. in History from Yale University and his J.D., cum laude, from Harvard Law School.  Prior to entering the private practice of law, he served as Law Clerk to Chief Justice G. Joseph Tauro of the Massachusetts Supreme Judicial Court.  He is a member of the Board of Directors of Ceres, Inc. and Massachusetts Audubon Society, Inc.  He is a member of the Society of Investment Law.

Mr. Rosenblum has written and lectured on a wide variety of subjects related to investment advisers and private funds.  He is the author of “Offshore/Non-U.S. Advisers” and “Overview of Institutional and Offshore Advisory Activity” in C. Kirsch, Investment Adviser Regulation (2006, 2008, 2016) and “Organization of a Private Investment Fund: Basic Structural and Legal Issues” in C. Kirsch, Financial Product Fundamentals (New York 2006, 2009, 2013).

Steven A. Yadegari is Chief Operating Officer and General Counsel of Cramer Rosenthal McGlynn, LLC, a registered investment adviser located in New York.  Mr. Yadegari also serves as Chief Legal Officer and Chief Compliance Officer for the CRM Mutual Fund Trust and is a Director of the CRM UCITS PLC.  Prior to joining CRM, Mr. Yadegari worked at K&L Gates and before that Proskauer.  Mr. Yadegari also has served as Senior Counsel in the Office of the Chief Counsel, Division of Enforcement at U.S. Securities and Exchange Commission and as an Attorney-Adviser in the Division of Market Regulation.  He is a frequent contributor to industry conferences and publications.  In 2007, Mr. Yadegari was recognized as a top twenty “Rising Star of Compliance” by Institutional Investor.  Mr. Yadegari is an adjunct professor at Benjamin N. Cardozo School of Law and teaches in the areas of dispute resolution and negotiation.  Mr. Yadegari is a Past President of the Association for Conflict Resolution of Greater New York, a not-for-profit organization, and is a Past President and former Chairman of the Old Westbury Hebrew Congregation.  Mr. Yadegari has received a BA from Brandeis University and earned his JD from the Benjamin N. Cardozo School of Law.  Mr. Yadegari has been awarded an honorary Master’s Degree from the CCO University, a division of the Regulatory Compliance Association for which he serves as an advisor and senior fellow.