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Financial Services Industry Regulatory Compliance & Ethics Forum 2016


Speaker(s): Benjamin Gruenstein, Brian L. Rubin, Carole Basri, Clifford E. Kirsch, Ellen McCarthy, Gail Bernstein, Kimberly Saunders, Maria Gattuso, Robert Gockley, Scott M. Kirwin, Vijay Dewan
Recorded on: Nov. 14, 2016
PLI Program #: 148960

Brian Rubin is the leader of the Washington, DC litigation department of Eversheds Sutherland (US) LLP and he is the head of the SEC, FINRA and State Securities Enforcement Team.  Brian defends companies and individuals being examined, investigated and prosecuted by the U.S. Securities and Exchange Commission, FINRA and states.  He also represents clients in litigation and arbitrations, and counsels them on regulatory and compliance matters.  Brian has been named to The Best Lawyers in America in the areas of securities law, securities litigation and securities regulation and he has been selected for inclusion in Washington, D.C., Super Lawyers® in the area of securities litigation.

Brian regularly writes and gives presentations about securities issues.  He won the Burton Award for Legal Achievement for writing, “The House That the Regulators Built: An Analysis of Whether Respondents Should Litigate Against NASD.”  In addition, he has authored numerous articles on chief compliance officer liability, including (1) #CCOsGoingViral: An Analysis of SEC and FINRA Enforcement Actions Against Compliance Officers, Written for Millennials (and those who work with Millennials); (2) “Harry Potter and the Compliance Stone: SEC and FINRA Enforcement Actions Against Compliance Officers” (using everyone’s favorite wizard as a theme); (3) “CCOs and In-House Counsel Who Got Whacked: SEC and FINRA Disciplinary Actions Against Chief Compliance Officers and In-House Counsel” (using the Sopranos as a theme), and (4) “The Girl with the SEC/FINRA Tattoo: Disciplinary Actions Taken Against Chief Compliance Officers” (using the Stieg Larsson book as a theme).

Before joining Eversheds Sutherland, Brian was Deputy Chief Counsel with the NASD’s Enforcement Department, where he managed attorneys and examiners throughout the country.  Previously, he was Senior Counsel in the SEC’s Division of Enforcement.  Brian received his J.D. and his M.A. in Economics from Duke University and his B.S. degree from the Wharton School of Business of the University of Pennsylvania.


Carole Basri is an adjunct professor at Fordham University School of Law and a visiting professor at Peking University School of Transactional Law. She helped to create the Corporate Compliance program at Fordham Law School, which includes a certificate and LLM in Corporate Compliance that launched in 2012.

Ms. Basri is a graduate of Barnard College and NYU School of Law, where she was a member of its National Moot Court Team. She then joined the Federal Government, where she was an Assistant Counsel with the United States Senate Antitrust and Monopoly Subcommittee and an attorney with the Federal Trade Commission. She later became in-house counsel with the advertising agency, NW Ayer Inc., and left to become an associate, first with Baker & McKenzie and then with Hall Dickler Lawler Kent and Friedman. Ms. Basri then became in-house counsel with Maidenform Inc. and a consultant with the Perrier Group Inc. From 1994 to 2002, she was a consultant to Deloitte & Touche LLP, where she helped to create its Ethics and Compliance practice. During this time, she also served as General Counsel of China On Line Inc.

Ms. Basri was the Senior Vice President of B3 Legal, a national legal and compliance staffing company that provides, among other things, attorneys and compliance professionals to serve as in-house counsel attorneys and Compliance Officers at financial institutions.  In addition, she has been Executive Director of the Greater NY Chapter of the Association of Corporate Counsel (ACC) for over 10 years (until September 2006).

Ms. Basri is also President of the Corporate Lawyering Group LLC, which advises on corporate compliance programs. She has created comprehensive compliance and ethics programs for major corporations, including the Dunn & Bradstreet Corporation, Cendant, Benjamin Moore & Co. and Dannon Inc. These programs were all launched within nine months and, in many cases, in multiple languages and locations. She also provides advice on law department management, document retention and corporate governance issues.

Carolina Academic Press just published two casebooks by Ms. Basri: Corporate Legal Departments and Corporate Compliance. 


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


Gail Bernstein is General Counsel at the Investment Adviser Association. She joined the IAA from the law firm of WilmerHale in Washington, DC, where she had been a Special Counsel in the Securities Department from 2008 until June 2017. Prior to that, Gail was first an associate and then a partner at Wilmer, Cutler & Pickering (now WilmerHale) in Washington, DC. While in private practice, Gail counseled clients on all aspects of financial and securities regulation, with a specific focus on the Dodd-Frank Act and securities and derivatives law and compliance. Gail grew up in South Africa and earned her B.A. from the Hebrew University of Jerusalem in 1982 and her law degree from Harvard Law School in 1988. After law school, Gail clerked for the Honorable Douglas P. Woodlock of the U.S. District Court for the District of Massachusetts and was an associate at the Boston law firm of Mintz Levin from 1989-1990, when she moved to Washington. She is a member of the District of Columbia and Massachusetts bars.


Scott M. Kirwin is Vice President and Associate General Counsel in the Brokerage and Wealth Management group of the legal department of Fidelity Investments. In his current role, Mr. Kirwin serves as the Chief Legal Officer for Strategic Advisers LLC, the Fidelity registered investment adviser responsible for the money management aspects of Fidelity’s managed account, asset allocation and financial solutions products.  As part of his role, Mr. Kirwin and his team support Fidelity’s retail, workplace and intermediary managed account offerings, its digital investment advisory program, and its financial planning products and services. In addition, Mr. Kirwin provides legal support for Fidelity’s Personal Investing and Workplace Investing business units.  During his time at Fidelity, Mr. Kirwin has supported a number of Fidelity divisions and business units in various capacities, including the Global Asset Allocation Division, the Portfolio Advisory Services group, the Strategic Advisers group of mutual funds and Fidelity’s 529 educational savings vehicles.

Prior to joining Fidelity, Mr. Kirwin was an associate with Ropes & Gray LLP, where his practice focused on the representation of mutual funds and their advisers, closed-end fund offerings, private fund advisers and leveraged finance transactions.  Mr. Kirwin earned a J.D., cum laude, from Harvard Law School in 2001, where he was Executive Editor of the Harvard Human Rights Journal and an Instructor of Legal Reasoning and Argument. He received a Bachelor of Science in Political Science, summa cum laude from Northeastern University in 1998.


Summary
Maria is a Principal in Deloitte’s Regulatory and Operations practice and is part of the team leading Deloitte’s initiatives around recently adopted rules affecting the investment management industry. Working within Deloitte's Center for Regulatory Strategies, she focuses on regulatory and compliance matters for Deloitte's investment management clients including investment advisers, wealth managers, mutual fund complexes, hedge funds and private equity funds.  Over her 20-plus year career as an attorney, Maria has acquired extensive experience on a broad range of issues and transactions affecting clients in the investment management industry. She has advised clients on regulatory, compliance and transactional matters involving registered investment companies, business development companies, ETFs, private funds and their investment advisers, including in connection with regulatory examinations, inquiries and impact analysis. 

Ms. Gattuso has served as co-chairperson of the 100 women in hedge fundsTM Legal Peer Advisory Counsel and the Women’s Investment Management Forum.  She has served as an adjunct professor of law of Georgetown University Law Center, where she has taught classes on investment management law.

Ms. Gattuso has participated in conference panels, including those sponsored by the Investment Company Institute, NICSA and Practicing Law Institute regarding important issues affecting the asset management industry.  Topics presented on have included compliance related matters, the DOL Fiduciary Rule, Mutual Fund Modernization, Liquidity Rule, Pay-to-Play regulations, registration requirements for investment advisers, registered closed end funds and business development companies.

Ms. Gattuso is fluent in Spanish.

Prior Experience
Prior to joining Deloitte, Ms. Gattuso was most recently a partner at Willkie Farr & Gallagher LLP. Prior to that, she was a partner at Shearman & Sterling LLP.

Education
University of Pennsylvania JD, 1994
State University of New York at Stony Brook BA, 1990


Benjamin Gruenstein is a partner in Cravath’s Litigation Department and a member of the Firm’s Investigations and White Collar Criminal Defense practice.  His  practice focuses on the representation of U.S. and multinational companies and their senior executives in government and internal corporate investigations in such areas as the Foreign Corrupt Practices Act (“FCPA”), healthcare fraud, insider trading, criminal antitrust, accounting fraud and trade sanctions, and accompanying civil litigation. Mr. Gruenstein has handled both domestic and cross-border investigations, including in Latin America, Asia, and Europe.

Prior to joining Cravath, Mr. Gruenstein served as an Assistant U.S. Attorney in the Criminal Division of the U.S. Attorney’s Office for the Southern District of New York from 2002 to 2008. He returned to Cravath in 2008, and became a partner in 2012.

Mr. Gruenstein is a fellow of the American Bar Foundation.  Mr. Gruenstein has been recognized for his white collar criminal defense work by Benchmark Litigation (2016-2018) and The Best Lawyers in America (2016-2018). He has also been recognized by The Legal 500 United States for white collar criminal defense work (2016 2018), securities litigation and related regulatory enforcement matters (2015 2017) and for his experience in the media and entertainment industry (2017-2018).  From 2013 through 2018, Mr. Gruenstein was selected by Lawdragon as one of “500 Leading Lawyers in America.” He and his colleagues earned the Firm a top tier ranking for Criminal Defense: White Collar in the U.S. News Best Lawyers “Best Law Firms” survey in 2018, as well as recognition in the investigations and criminal defense categories of both Chambers USA (2015-2018) and Legal 500 US (2016-2018) and the FCPA category of Chambers USA (2018).  In 2014 and 2015, Mr. Gruenstein was named one of Ethisphere Institute’s “Attorneys Who Matter” and in 2013, he was recognized as one of five Law360 “Rising Stars” in the nation in the White Collar category.

Mr. Gruenstein received an A.B. summa cum laude in Philosophy and Mathematics from Harvard College in 1996, where he was elected to Phi Beta Kappa, and a J.D. magna cum laude from Harvard Law School in 1999, where he was an Editor of the Law Review.  After graduating from law school, Mr. Gruenstein clerked for the Honorable Stephen F. Williams of the U.S. Court of Appeals for the D.C. Circuit and for the Honorable David H. Souter of the U.S. Supreme Court.   


Ellen is Executive Vice President, Risk and Compliance. Ellen is based in AST's headquarters in New York and oversees all compliance functions for the company throughout the United States and Canada. Ellen is responsible for ensuring that all areas of the company meet compliance responsibilities and applicable laws and regulations. Her focus includes working with management to identify and implement enhancements related to the management and monitoring of risk and compliance related functions.

Ellen is an accomplished attorney with over 25 years of experience in legal, risk management and compliance leadership roles. She has a track record of advocating for initiatives that transform organizations and ensure operational excellence. Prior to joining AST in August 2014, Ellen served as Senior Counsel with the Financial Industry Regulatory Authority (FINRA). She held positions on several committees for FINRA that focused on driving continuous improvements through cross-functional collaborations with internal and external stakeholders.

Ellen serves on the Risk and Compliance Committee of the Securities Transfer Association (STA). She was Valedictorian and graduated summa cum laude with a B.A. degree in History and Business Management from Saint Joseph's College and received a J.D. degree from Saint John's University School of Law. Ellen received Working Mother Magazine's "Working Mother of the Year Award" in 2013.


Robert is a Senior Risk Management professional with over 25 years of extensive experience in the financial services industry.  His expertise governs risk management, information security, information technology audit.  project management, business continuity management audit.

Robert is Director of Risk Management at American Stock Transfer LLC.  AST is a financial services company which specializes in providing comprehensive stock transfer and employee plan services to over 2800 public companies and approximately 6,000 issues.

In his present capacity as Director of Risk Management at AST, Robert is directly responsible for implementing the enterprise risk management program strategies and objectives.  In this role, he liaisons with AST’s business and support organizations in the identification of key risks that are aligned with their business processes and develops risk mitigation strategies that are aligned with the business objectives, and consistent with the applicable laws and regulations.

Prior to serving as the Director of Risk Management at AST, Robert was also the Deputy Chief Information Security Officer responsible for the development and maintenance of the information security program and strategies.

Robert is a Certified Information Systems Auditor, Certified Business Continuity Planner and holds a B.S. degree and an M.B.A. degree in Quantitative Analysis, both from St. John’s University, New York.


Vijay Dewan is a Vice President and Senior Counsel in the Litigation and Regulatory Investigations group of Deutsche Bank AG, New York, where he handles a wide range of litigation, internal investigations, and regulatory enforcement matters pertaining to the bank’s Americas region. Prior to joining Deutsche Bank, Mr. Dewan was a litigator with the law firm Sidley Austin LLP, where he focused on complex commercial disputes and enforcement matters brought by government agencies and other regulators.  Mr. Dewan earned a J.D., cum laude, from Notre Dame Law School in 2008, and a B.S. in computer science from Columbia University in 2003.