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Securities Products of Insurance Companies in the Course of Regulatory Reform 2016


Speaker(s): Abigail B. Pancoast, Aneal Krishnamurthy, Ann M. Kappler, Carl B. Wilkerson, Cassandra Becker, Douglas Hodgson, Jeffrey S. Puretz, Joan E. Boros, Jordan K. Thomsen, Kathleen O'Neill, Kristin H. Smith, Michael P. Kreps, Stephen E. Roth, Will Davis, William J. Kotapish
Recorded on: Jan. 20, 2016
PLI Program #: 149467

Doug Hodgson is Counsel - Annuities with Principal Life Insurance Company.  Doug joined Principal in 2011.  He is responsible for providing legal guidance in connection with all of Principal’s retail annuity products and he also is involved in Principal’s development of new retail annuity products, including fixed and variable.

Before joining The Principal, he served as Assistant General Counsel of American Enterprise Group, Inc., a health insurance company in Des Moines.  Prior to American Enterprise, he worked for the Iowa Insurance Division.  He also has experience as a private practice attorney, as well as having served part time as a military attorney – first in the Army Reserves and more recently in the Iowa Air National Guard.

Hodgson earned his bachelor's degree from the University of Iowa and his law degree from Drake University Law School.  He is a member of the Iowa Bar Association.  He also serves on the Board of Directors for the Iowa Chapter of Association of Corporate Counsel.


Carl B. Wilkerson
Vice President and Chief Counsel-Securities & Litigation American Council of Life Insurers

Carl Wilkerson principally addresses financial service institution regulation that has an impact on life insurance companies. He works closely with the various securities, derivatives, market conduct, investments, pensions, and anti-money laundering committees of the ACLI in developing regulatory solutions, and in addressing legislative and administrative actions. He manages ACLI’s amicus litigation functions.

Mr. Wilkerson led ACLI in Dodd-Frank Act reform on derivatives regulation, the broker-dealer standard of care, investment adviser self-regulation, and in numerous subsequent rulemakings implementing the Act. He developed strategies to constructively shape DOL’s 2015 fiduciary rule. Mr. Wilkerson worked closely with the Department of Treasury to establish anti-money laundering regulations for life insurers. He shaped the Uniform Securities Act of 2002 to obtain statutory exclusions for all insurance products. Mr. Wilkerson developed the original SEC streamlined disclosure forms uniquely designed for variable life insurance and variable annuities.

Responsibilities include SEC regulation of variable life insurance and variable annuities, state investment laws governing life insurers, state and federal regulation of financial planners, FINRA regulation of insurance broker-dealers, market conduct issues, and CFTC regulation of commodity pool operators, commodity trading advisers, and derivative instruments. Mr. Wilkerson supported ACLI’s CEO Task Force on Annuities in the development of enhanced annuity suitability, supervision and disclosure. He represents life insurers’ interests in the growing pattern of international regulation of life insurers. He contributed to the development of the Insurance Marketplace Standards Association (IMSA), a voluntary membership organization supporting the Principles and Code of Ethical Market Conduct together with an assessment process verifying compliance.

Mr. Wilkerson served as Co-Chair of the ABA Subcommittee on Securities Activities of Insurance Companies of the Committee on Federal Regulation of Securities. He currently serves as Secretary- Treasurer of the Association of Life Insurance Counsel (ALIC), and previously as Board Member and Securities Section Chair. Mr. Wilkerson is a member of the American College of Investment Counsel. He served as a member of the Bank Secrecy Act Advisory Group (BSSAG) of the Financial Crimes Enforcement Network (FinCEN) of the Department of Treasury for a six year term through 2011, and co-chaired the BSSAG Insurance Subcommittee.

Prior to joining the ACLI, he was a staff attorney at the United States Securities and Exchange Commission in the Division of Investment Management. Responsibilities at the SEC involved the regulation of investment companies and investment advisers under the federal securities laws.

Mr. Wilkerson graduated magna cum laude from the University of Maryland with a B.S. degree in Finance. He earned a masters in law (LLM) at the Georgetown University Law Center in the securities regulation discipline, and his J.D. degree from Catholic University Law School, where he was a member of the Law Review.

Mr. Wilkerson regularly contributes to legal seminars sponsored by ALI-CLE, Practicing Law Institute, and the Association of Life Insurance Counsel. Selected publications include: When Worlds Collide: Securities Regulation and Equity Product Distribution By Life Insurance Companies; 26 Tort And Insurance Law Journal 497 (1991); Hedging the Value of Collective Assets: Financial Institutions Excluded From Regulation as Commodity Pool Operators Under the Commodity Exchange Act; 42 Washington and Lee Law Review 769 (1985); Covering All the Bases: An Integrated Approach to Suitability Regulation, Association of Life Insurance Counsel Proceedings (2002); and Shifting Legal Sands: Growing Pressure on Early Cooperation, Settlement and Waiver in SEC Enforcement Actions, Association of Life Insurance Counsel Proceedings (2005).


Ann Kappler is Senior Vice President, Deputy General Counsel and Head of External Affairs at Prudential Financial.  Ms. Kappler oversees several legal functions including Litigation, Regulatory Law, Employment and ERISA, Financial Management and M&A.  In addition, she oversees the company’s investigative function and manages the company’s federal, state and international government affairs activities. 

Prior to joining Prudential, Ms. Kappler was a partner in the Financial Institutions, Litigation, and Public Policies and Strategies practice groups at Wilmer Cutler Pickering Hale & Dorr in Washington, D.C.   Her practice focused on representing and advising financial institution clients regarding issues at the intersection of regulation, legislation and litigation.  Prior to returning to private practice in 2006, Ms. Kappler served as General Counsel at Fannie Mae.  Previously, Ms. Kappler was a litigation partner in the Washington, D.C. office of Jenner & Block, where her practice focused on appellate litigation and long-term representation of a coalition of insurance agent and broker trade associations on insurance and banking issues. 

Ms. Kappler serves on the Boards of Directors of several non-profit organizations, including the Pro Bono Partnership and the Council for Court Excellence, and has served on the Boards of the Washington Lawyers Committee for Civil Rights and Urban Affairs, Appleseed Foundation and Global Rights.  She was a long time member of the Board of Trustees of the Lowell School in Washington, DC, where she served as Chair.

Ms. Kappler graduated from Dartmouth College, magna cum laude, received her law degree from New York University School of Law, where she served as Editor-in-Chief of the Law Review and was a member of the Order of the Coif, and was a law clerk to Court of Appeals for the D.C. Circuit Judge Abner Mikva and U.S. Supreme Court Associate Justice Harry Blackmun.


Cassandra Becker is the head of Legal and Compliance for Milliman Financial Risk Management LLC (Milliman FRM), an SEC-registered investment advisor and CFTC-registered commodity trading adviser, and a global leader in providing financial risk management to the retirement savings industry. Milliman FRM provides investment advisory, hedging, and consulting services on $184 billion in global assets (as of March 31, 2015). Established in 1998, the practice includes more than 130 professionals and operates three trading platforms around the world (Chicago, London, and Sydney). Milliman FRM is a subsidiary of Milliman, Inc. Cassie is responsible for all legal, regulatory, and compliance matters for Milliman FRM.

PRIOR EXPERIENCE

Prior to joining Milliman, Cassie was a capital markets associate at Kirkland & Ellis LLP, where she advised public companies on corporate securities matters and issuers on public equity offerings, mergers and acquisitions, and other transactions.

Prior to joining Kirkland & Ellis, Cassie was an attorney in the Division of Enforcement at the United States Securities and Exchange Commission, where she managed investigations into violations of the federal securities laws and successfully brought actions for financial fraud cases in federal court.

Education

  • J.D., Northwestern University School of Law
  • B.A., University of Illinois at Urbana- Champaign

Certifications

Investment Adviser Certified Compliance Professional, 2014


Jeffrey Puretz is a practice group leader in Dechert's financial services group who has more than 30 years of experience. He concentrates on investment management matters for mutual funds, mutual fund boards, investment advisers, and insurance companies, and he is responsible for the group's services in the insurance sector. Prior to joining Dechert, Mr. Puretz worked as a staff attorney with the Division of Investment Management of the Securities and Exchange Commission (SEC).

Mr. Puretz has been included in The Best Lawyers in America in the specialty of mutual funds law since 2007. He has also been designated as one of a handful of leading lawyers for investment management since 2004 by Chambers USA, a referral guide to leading lawyers in the United States. He has lectured and written extensively about mutual funds and variable annuities. He has been widely quoted in the financial press, and his work has been cited by the SEC.

Professional and Other Activities

  • Co-founder and co-chair of the Practising Law Institute conference on "Understanding Securities Products of Insurance Companies," which began in 1995
  • Member, Consulting Board, Board IQ
  • Member, Advisory Board, Mutual Fund Directors Forum
  • Member, Regulatory Affairs Committee, Insured Retirement Institute
  • Adjunct Professor, Catholic University Law School, Securities Program
  • Member, Board of Trustees, Hebrew Home of Greater Washington


Kristin Smith is a Vice President & Associate General Counsel in the MetLife Law Department. As head of the Bank Holding Company and M&A Unit, she manages a team of lawyers providing legal services and support in connection with mergers, acquisitions and dispositions.  She also advises on legal and regulatory issues related to MetLife’s designation and status as a nonbank SIFI.

Previously, Kristin was Vice President in MetLife’s Federal Government and Industry Relations office in Washington, D.C., where she was responsible for representing the company before federal legislators and regulators on financial services, privacy, and MetLife Auto & Home issues.  Kristin joined MetLife in 2004 as senior counsel in the Law Department where she worked on issues related to MetLife’s status as a financial holding company (including managing MetLife’s regulatory relationship with the Federal Reserve) and MetLife Bank, as well as insurance regulation and merger and acquisition activities.

Prior to joining MetLife, Kristin worked at the U.S. Treasury Department from 2002-2004, most recently in the role of Director of the Office of Financial Education.  Kristin also served as a Policy Analyst in offices reporting to Treasury’s Assistant Secretary for Financial Institutions.

From 1998-2002, Kristin was an associate in the Financial Institutions Regulatory Practice at the law firm of Mayer Brown.  Prior to that, she served as an attorney and Secretary of the New York State Banking Board with the New York State Banking Department.

Kristin holds a B.S. in Finance from Penn State University and a J.D. from University of California, Hastings College of the Law.


Michael P. Kreps is a principal at Groom Law Group, where he counsels employers, plan sponsors, financial institutions, trade associations, and coalitions on retirement, health, tax, and employment matters.  Mr. Kreps specializes in issues relating to public policy, fiduciary responsibility, and plan funding and restructuring.

Previously, Mr. Kreps served as the Senior Pensions and Employment Counsel for the U.S. Senate Committee on Health, Education, Labor, and Pensions from the 111th through the 114th Congresses.  In that role, he managed all aspects of the Committee’s retirement agenda and had primary staff responsibility for pension legislation, including the pension investment provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the funding stabilization and Pension Benefit Guaranty Corporation reform provisions of the MAP-21 Act of 2012, the Pension Relief Act of 2010, and the CSEC Pension Flexibility Act.  He also led the Committee’s oversight of regulatory activities involving employee benefit plans.

Mr. Kreps is a frequent speaker and writer on retirement and health policy.  He holds a JD, with honors, from The George Washington University Law School and a BA, with distinction, in history and art history from the University of Colorado.  He is active in his local community as a member of the Alexandria Commissions on Aging and Human Rights and is member of the Sorensen Institute Political Leaders Program’s class of 2015.


Name:  Jordan Thomsen                              

Position/Title: Vice President, Corporate Counsel             

Firm or Place of Business:    Prudential

Address:  213 Washington Street, Newark, NJ 07102       

Phone:  973-802-4193                                   

Fax:     973-367-8920 

E-Mail: jordan.thomsen@prudential.com   

Primary Areas of Practice: Securities, Insurance   

Law School:    St. John’s School of Law


Mr. Kotapish is an Assistant Director of the SEC’s Division of Investment Management, in the Disclosure Review Office of the U.S. Securities and Exchange Commission. 

Prior to joining the SEC staff in 1999, Mr. Kotapish was an attorney with the firm of Dechert Price & Rhoads, where his practice focused on investment management regulation.  He has a BA from the University of Virginia and a JD from Catholic University. 

Mr. Kotapish is an adjunct professor at Catholic University, where he teaches a course on the regulation of investment companies and investment advisers.


Mr. Krishnamurthy is Associate General Counsel at TIAA-CREF.  Mr. Krishnamurthy's role includes providing legal advice in connection with the issuance and maintenance of variable annuities, stable value products, investment advisory programs and other products and services for TIAA-CREF’s Institutional retirement business.   

Before coming to TIAA-CREF, Mr. Krishnamurthy was Associate General Counsel at Genworth Financial, Inc., Of Counsel at Dykema Gossett PLLC and an Associate at Sutherland, Asbill & Brennan LLP.  His practice concentrated on securities and corporate law matters. He focused on drafting and reviewing exemptive applications, no-action letters and registration statements for mutual funds, variable annuity and variable life insurance products.  Mr. Krishnamurthy's experience included drafting Rule 38a-1 compliance policies and procedures, as well as counseling clients on the implementation and ongoing oversight of those policies and procedures. He participated in market timing and late trading audits of mutual funds.

Mr. Krishnamurthy received his JD from The George Washington University Law School, Masters of Business Administration from the University of Massachusetts, Masters of Arts in International Affairs from The George Washington University, and Bachelor of Arts from Indiana University.


Ms. Pancoast leads the legal and compliance team that advises the business segment responsible for developing, implementing and distributing Lincoln’s retirement plan products and services.  This includes advising with respect to the development of new products and services, marketing and sales to new and existing clients, and the legal and compliance aspects of serving existing clients and their retirement plans.

Ms. Pancoast joined Lincoln Financial Group in March of 2008.  Prior to joining Lincoln, she worked for nine years as a 401(k) retirement plan recordkeeper and consultant, and for five years in private practice as an employee benefits lawyer.

Ms. Pancoast has served as a speaker on employee benefits issues for various plan sponsor and industry conferences and events. She also speaks frequently on various employee benefits topics internally within Lincoln Financial Group.  She has also written for various publications on qualified retirement plan and other employee benefits-related matters.

Ms. Pancoast holds a Bachelor of Science degree in economics from Pennsylvania State University and a law degree, magna cum laude, from the University of Pennsylvania.  She is a member of the tax sections of the Philadelphia and American Bar Associations and is a member of the American Society of Pension Professionals & Actuaries. She also represents Lincoln on the Retirement Plans Committee of the American Council of Life Insurers (ACLI) and on the Retirement Plans and the Tax Regulatory and Advocacy Committee of the Insured Retirement Institute (IRI), and is a past Chair of both Committees.  She is licensed to practice law in Pennsylvania.


Stephen E. Roth is a partner in the Washington office of Eversheds Sutherland (US) LLP.  He received his undergraduate training in mathematics from the University of Notre Dame and his law degree from Yale Law School, where he was an Editor of the Yale Law Journal.   He joined Sutherland  in 1977, became  a  partner  in  1983,  and  currently  serves  as  the  Chair  of  the  Firm's Financial Services and Corporate Practice Groups.

Steve has practiced in the mutual fund and investment  company  area for over 35 years and represents both funds and fund independent trustees.  He is a well-known authority on federal and state regulation of fixed and variable insurance products, on sales  practice and advertising issues related to   insurance   products  generally,   and  on   the   applicability of the Investment Company Act of 1940 to variable products and underlying mutual funds.  He represents numerous insurance companies and money managers in these and other related areas.  Steve is a frequent speaker on topics affecting the asset management and life insurance industries.  For 19 years, he has co-chaired the ALI-CLE Conference on Life Insurance Company Products.


Joan E. Boros, Esq. is in Stradley Ronon Stevens & Young, LLP’s Washington, D.C., office.  Her securities, corporate and insurance law experience includes all aspects of the design; organization; qualification; State and Federal registration; regulation and compliance of retail investment companies; variable insurance products; and related entities, such as investment advisers and broker-dealers.  Her focus is currently on the ongoing Dodd-Frank legislation's changes with regard to regulation of entities, securities offerings, advisory and distribution issues.  She has chaired this PLI seminar, "Understanding the Securities Products of Insurance Companies," for 20 years.  She was a co-founder of the National Association for Fixed Annuities (NAFA).  She currently serves on the Board of the Retirement Income Industry Association (RIIA), and on the Governance Board of its Retirement Management Analyst (RMAsm) advanced training for advisers program.


Kathleen O’Neill is an Associate General Counsel at New York Life Insurance Company.  Her practice focuses on derivatives and other qualified financial contracts for the investments group, supporting the general account of the insurance company but also its investment management and mutual fund businesses.  Kathleen’s practice combines transactional work, including the negotiation of master documentation for derivatives, repurchase agreements and securities lending transactions, along with an advisory focus on U.S. and foreign regulation of transactions under these contracts.

Prior to joining New York Life Insurance Company, Kathleen was an Associate at Cleary, Gottlieb, Steen & Hamilton LLP, where she was a member of the Financial Products and Markets Group.

Kathleen received a B.A. from Claremont McKenna College, a Ph.D. from Harvard University, a J.D. from NYU School of Law.  She served as a law clerk to the Honorable Kermit V. Lipez on the U.S. Federal Court of Appeals for the First Circuit during the 2006-2007 term.


Will Davis is an Assistant Regional Director in the Chicago Regional Office of the U.S. Securities and Exchange Commission.  He joined the Commission staff in August 2000 as an examiner in the Investment Adviser/Investment Company Examination Program.  Mr. Davis was promoted to his current position after having served for six years as a Branch Chief/Exam Manager where his primary responsibilities included supervising teams that planned and executed examinations of entities regulated by the Commission:  investment advisers, investment companies (to include variable insurance separate accounts), transfer agents, and administrators.  Mr. Davis was instrumental in creating the variable insurance products module utilized by the Commission’s National Examination Program.  He is a member of the National Examination Program’s Marketing and Sales Practices Working Group. He received his B. S. in Business Administration with a concentration in Finance, cum laude, from Chicago State University.