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Broker-Dealer and Adviser Regulatory Compliance Forum 2013


Speaker(s): Anna T. Pinedo, Christopher D. Christian, Clifford E. Kirsch, Jesse P. Kanach, Robert B. Kaplan, Stephanie Nicolas
Recorded on: Feb. 20, 2013
PLI Program #: 41410

Jesse Kanach is a partner in the firm's Investment Funds group. He regularly represents a wide range of financial institutions, including registered and private funds and investment advisers, on a variety of regulatory, corporate and transactional matters. His practice ranges from the formation and offering of hedge funds and registered open- and closed-end investment companies, to the representation of independent directors and trustees, to sales and acquisitions of investment advisory firms. 

Mr. Kanach represents institutional investors on their investments, including in private equity, hedge, energy and real estate funds, and in negotiating separate account agreements.  He advises on various fund structures including onshore and offshore funds, master-feeders, special purpose vehicles and funds of funds. He counsels investment managers on compliance reviews and internal investigations. He frequently advises companies on exceptions from U.S. Investment Company Act registration. Based in Washington, D.C., his focus has included tracking developments in the changing legislative and regulatory framework applicable to the asset management industry.

Mr. Kanach's articles and media quotations have appeared in BNA Privacy Law Report, BNA Securities Regulation and Law Report, Board IQ, Hedge Fund Law Report, Investment Lawyer (January, March and November 2012 issues), Private Equity International, and Wolters Kluwer's Practical Compliance & Risk Management for the Securities Industry, among others. He has contributed chapters to Investment Adviser Regulation: A Step-by-Step Guide to Compliance and the Law (Practising Law Institute 2012), The Encyclopedia of Private Equity and Venture Capital (VCExperts 2012) and The US Private Equity Fund Compliance Guide (PEI 2010).

Selected Professional Affiliations and Business Activities

  • Conference Panelist, "Private Equity Fund Sponsors: Advisers Act Considerations When Structuring a Fund," Private Equity Structuring: The Basics (hosted by New York City Bar), New York, September 14, 2012
  • Seminar Panelist, Investment Funds Mid-Year Update: JOBS Act, CFTC and Form PF Compliance (hosted by Shearman & Sterling LLP), New York, July 17, 2012
  • Roundtable Participant, "Crisis Without a Legacy?" International Policy Summit (sponsored by Institute of Chartered Accountants in England and Wales), Washington, DC, June 22, 2012
  • Webinar Presenter, Sweeping Changes to the Credit Rating Provisions of the Investment Company Act (hosted by Knowledge Congress), July 20, 2011 
  • Session Facilitator, Mutual Fund Compliance Programs Conference, Investment Company Institute, Washington, DC, May 6, 2011
  • Seminar Panelist, New SEC Regulation of Investment Managers in Brazil (hosted by ABVCAP - Associação Brasileira de Private Equity & Venture Capital), São Paulo, Brazil, March 3, 2011
  • Seminar Panelist, Update on U.S. Investment Adviser Regulation (hosted by ANBIMA - Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais), São Paulo, Brazil, January 18, 2011
  • Webinar Presenter, A Changing Landscape: The New Requirements for Form ADV (hosted by Bureau of National Affairs), October 28, 2010 
  • Webinar Presenter, Adapting to New Privacy Rules: What US Asset Management Businesses Need to Know Now (hosted by Bureau of National Affairs), May 18, 2010
  • Member of the American Bar Association (Subcommittee on Investment Companies and Investment Advisers)
  • Member of the Association of Securities and Exchange Commission Alumni (ASECA)


Education

Georgetown University Law Center, J.D., 1999
University of Virginia, B.A., 1996

Bar Admissions / Qualifications

Virginia, District of Columbia


Bob Kaplan has been associated with FINRA® since April 2000 and currently serves as Vice President and Director of the FINRA® District 9A office in Philadelphia, Pennsylvania. Prior to assuming this position, he served as Deputy Director of the FINRA® District 10 office in New York.    

 Mr. Kaplan has been employed in the securities brokerage industry since 1984.  He served as the first General Counsel and Compliance Officer for Fiserv Securities, Inc. ("FSI") f/k/a BHC Securities, Inc. and in a variety of senior management positions culminating with his appointment as Senior Vice President in January, 1999. In addition to his duties at FSI, Mr. Kaplan was Secretary of BHC Financial, Inc., the publicly traded parent company of BHC Securities, Inc. until its acquisition by Fiserv, Inc. in May, 1997. Mr. Kaplan also served as Secretary of Fiserv Investor Services, Inc., the retail brokerage affiliate of FSI, and in that capacity was responsible for oversight of their compliance program.      

 A native Philadelphian, Bob earned a degree in History (B.A.) in 1978 from Temple University and received his law degree from Villanova University School of Law (J.D.) in 1981. Bob and his wife, Lisa, have two daughters and reside in Newtown, PA.


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.



Christopher D. Christian advises U.S. and European asset managers and investment funds and their boards of directors, including U.S. registered funds, funds organized under the European Union directive on Undertakings for Collective Investment in Transferable Securities (UCITS), and funds organized in other jurisdictions offered on a private basis.

His practice has a significant international component. He advises offshore funds on compliance with U.S. regulatory requirements and routinely counsels European retail and institutional funds on organization, registration, corporate governance, and global distribution issues. He has assisted clients in coordinating offering advisory services and various types of investment funds in compliance with local law in jurisdictions in Europe, Asia, the Middle East, and Latin and South America.

Mr. Christian is also the architect of Dechert’s World Compass, an innovative marketing compliance subscription service that offers investment firms advice in more than 100 jurisdictions.

Mr. Christian has been recognized in Chambers USA as a leading lawyer for registered funds and in Chambers Global as a Foreign Expert in Ireland. He has also been recognized in The Legal 500 (U.S.) in the area of mutual/registered funds.

He is the former Chair of the International Bar Association's Investment Funds Committee and was recently selected as Chair of the Irish Funds North America Distribution Working Group. He has spent considerable time working in Dechert's London office and is a frequent conference speaker.

Mr. Christian is a graduate of Brandeis University (B.A.), The Catholic University of America, Columbus School of Law (J.D., cum laude) and Georgetown University Law Center (LL.M., Securities and Financial Regulation).


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


Stephanie Nicolas is a Partner in WilmerHale’s Securities Department, and a member of the Broker-Dealer Compliance and Regulation Group.  Ms. Nicolas has extensive experience handling a broad range of broker-dealer regulatory and enforcement issues and conducting internal reviews and compliance audits.  She works with major investment banking firms and other financial institutions to develop policies and procedures for a range of broker-dealer activities and issues, including conflicts of interest and information barriers, regulatory reporting and technology, firm-wide supervision, capital markets, research, trading, and sales practice issues.  Ms. Nicolas received her JD, magna cum laude, Order of the Coif, from Georgetown University Law Center, 1999, and her BA from Brown University, 1994.