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Marketplace Lending and Crowdfunding 2016


Speaker(s): Alan Komensky, Andrew D. Stephenson, Anthony J. Zeoli, Bimal Patel, Claudia Callaway, Conor French, Douglas S. Ellenoff, Edward Dartley, Gregory J. Nowak, Hayley Chang, Henry G. Morriello, Jahan Sharifi, James R. Tanenbaum, Jennifer DePalma, Joseph P. Borg, Julie Z. Davis, Kim Wales , Kiran Lingam, Lewis G. Feldman, Mark Solomon, Michael Nonaka, Neil S. Faden, Preetha P. Gist, Rob Lavet, Samuel S. Guzik, Sara Priola
Recorded on: Sep. 9, 2016
PLI Program #: 149928

Bimal Patel is the Head of the Financial Advisory and Regulation Practice and specializes in matters related to financial services, public policy, and political strategy. Bimal represents major financial institutions and their counterparties including sovereign wealth funds, hedge funds, and private equity funds in high-stakes complex transactions, litigation, and matters before the federal banking agencies and the Department of the Treasury. He served as Senior Advisor to Director Jeremiah O. Norton, a member of the Board of Directors of the Federal Deposit Insurance Corporation, prior to re-joining O’Melveny.

Bimal’s time with the FDIC allows him to provide financial sector clients with unique and valuable insight into the evolving cross-border regulatory issues that impact their business operations and investment decisions. He is also a leading expert on financial technology, having testified before Congress and advised technology companies, financial institutions, and investors on commercial and regulatory issues affecting the industry. In addition to his practice, he currently serves as an Adjunct Associate Professor at Stanford University where he teaches an annual course on banking regulation. Bimal is also a member of the board of editors of The Banking Law Journal and the FinTech Law Report, and he has recently authored articles on resolution policy and fair lending.

Bimal was recently named one of 40 rising stars in Washington, DC by The National Law Journal.

EXPERIENCE

Representative Experience at the FDIC

  • Worked closely with senior staff to formulate key rulemakings including the implementation of the Basel III Capital Accords, the Volcker Rule, deposit insurance assessments, and rules related to the Orderly Liquidation Authority
  • Advised on key supervisory matters, including review of multiple rounds of financial company “living wills” submitted under Section 165(d) of the Dodd-Frank Act
  • Reviewed and advised on all matters to come before the FDIC Board’s Case Review Committee, which handles the FDIC’s enforcement matters. Representative matters included actions against institutions and individuals including matters under: BSA/AML regulations, Section 5 of the FTC Act, fair lending laws, and section 8 of the FDI Act
  • Participated in working groups with senior foreign regulators related to cross-border recovery and resolution

Representative Experience at O’Melveny

  • Representing BB&T Corporation in its US$1.8 billion acquisition of National Penn Bancshares, Inc.
  • Counseling clients on bank regulatory issues in connection with financings, equity investments, and M&A activity concerning provisions of the Bank Holding Company Act of 1956, the International Banking Act of 1978, the Volcker Rule, and the Federal Deposit Insurance Act
  • Representing clients in federal investigations arising under the Bank Secrecy Act and Anti- Money Laundering rules and providing ongoing counseling to bank and non-bank clients regarding these rules
  • Representing payments industry clients on issues related to the Federal Reserve Board’s interchange regulations, issues arising under the Bank Secrecy Act and Anti-Money Laundering rules, and issues arising under the Federal Reserve Board’s Regulation E
  • Representing financial services industry clients in disparate-impact class action litigation alleging violations of the Equal Credit Opportunity Act and the Fair Housing Act, in class action litigation involving constitutional challenges to government programs targeting the financial services industry, and in counseling matters involving various consumer financial laws

CORPORATE & GOVERNMENT EXPERIENCE 

  • Senior Advisor to Director Jeremiah O. Norton, member of Board of Directors, Federal Deposit Insurance Corporation

HONORS & AWARDS

  • Named one of 40 rising stars in Washington, DC by The National Law Journal

ADMISSIONS

Bar Admission

  • District of Columbia
  • Georgia
  • New York

EDUCATION

  • Georgetown University, J.D.
  • Harvard University, M.P.P.
  • Stanford University, B.A., Political Science and Economics

PROFESSIONAL ACTIVITIES

Interviews

  • “FDIC Plan Could Force Banks to Rethink Deposit Strategies” American Banker (July 2015)
  • “FDIC Premium Plan Deals a Bad Hand to Some Banks” American Banker (July 2015)
  • “Lehman Brothers Debt Service Will Benefit to China’s Capital,” China Business Journal (March 2012)

Teaching

  • Banking Regulation Since the Financial Crisis, Stanford in Washington (2014-present)

Scholarship

  • Member, Board of Editors, The Banking Law Journal and the FinTech Law Report
  • The Symbiosis of Banks and Marketplace Lending: Where Are We and Where Are We Headed?, 133 Banking L. J. 322 (2016)
  • Resolution Policy for Bank-Centric Firms, 12 Pratt’s Journal of Bankruptcy Law 3 (2016)
  • Resolution Policy: Where Are We and Where Are We Headed, 11 Pratt’s Journal of Bankruptcy Law 338 (2015)
  • Robust Causality and Cautionary Standards, 132 Banking L. J. 553 (2015)


Conor leads US legal, regulatory and government affairs for Funding Circle, the world’s leading marketplace for business financing. Funding Circle helps investors lend money to great small businesses looking for fast and affordable financing to grow, create new jobs and ultimately accelerate economic growth. Since 2010, Funding Circle has helped 60,000 investors lend more than $3.5 billion to over 25,000 small businesses globally.

Before joining Funding Circle, Conor served as CEO of Indego Africa – an award-winning social enterprise and lifestyle brand that supports artisan women through economic empowerment and education. He began his career practicing law at Latham & Watkins LLP, where he represented public and private companies, investment banks, private equity firms and investors in a wide range of corporate and finance transactions.

Conor helped found the Marketplace Lending Association (a trade association supporting responsible financial innovation) and the Responsible Business Lending Coalition (which authored the Small Business Borrowers’ Bill of Rights), and serves on the governing board of each. He is a Truman Security Fellow, chairs the advisory board of Indego Africa and serves on the financial institutions committee of the CA bar. Conor was recently named 2017 Bay Area Corporate Counsel of the Year.

Conor received his JD from NYU Law and his BA from Georgetown. He is admitted to the CA, DC, MA and NY bars.


Alan M. Komensky, born Chicago, Illinois, now resides in Bernardsville, New Jersey.  BS with honors from the University of Illinois, Chicago.  JD with honors from the Illinois Institute of Technology, Chicago Kent College of Law. LLM in intellectual property from the Seton Hall University School of Law. Licensed to practice law in Illinois, Utah, Texas, Minnesota, District of Columbia, New York and New Jersey.

Compliance analyst/attorney with Cross River Bank, a New Jersey State Chartered, FDIC Insured Institution located in Ft. Lee, NJ, since May 2014 specializing in bank regulatory and consumer financial services  law including marketplace lending, virtual currency, internet banking and third party payment processing. Served in the legal departments of several banks and financial services companies including Discover Card, HSBC, Conseco Finance, First National Bank of Texas, GC Services, Goal Financial, Affinity Direct, CIT, TD Bank and Merchant Services. Served as general counsel of Encyclopedia Britannica and East  Coast  News.


Andrew D. Stephenson, VP of Product Management and Strategy for CrowdCheck, has a wealth of experience assisting small and early stage companies with online offerings of securities. Since joining CrowdCheck in January 2013, Andrew has conducted numerous due diligence reviews, drafted disclosure materials, and helped companies identify and work through issues for securities offerings under Tier 2 of Regulation A, Regulation CF, and Rule 506(c) of Regulation D. Andrew leads a team of analysts and regularly contributes to the national dialog surrounding innovation in capital formation.

Before joining CrowdCheck, Andrew was involved with evaluating internal company communications and reports as part of complex civil litigation matters. Andrew has also worked for the United States Congress. While there, Andrew evaluated and drafted policy on a range of issue areas.

Andrew received his B.A. from Claremont McKenna College and graduated cum laude from the University of California, Hastings College of the Law. Andrew is a member of the State Bar of California and the District of Columbia Bar. Andrew is also a happy husband, father, San Francisco Giants fan, and music lover.


Anthony Zeoli is a Partner with the law firm of Freeborn & Peters LLP in Chicago and is an experienced transactional and securities attorney as well as an industry-recognized crowdfunding and JOBS Act expert. Specializing in the areas of securities, commercial finance, real estate and general corporate law, his clients range from entrepreneurs and small, privately held, businesses to multi-million dollar entities. For a range of representative transactions please go to www.freeborn.com.

Anthony has particular expertise in the negotiation and documentation of real estate transactions including the acquisition, sale, construction, development, leasing and financing of real estate and has represented parties on both sides of such transactions. Mr. Zeoli is also an industry leader in the area of crowdfunding, in particular with respect to real estate crowdfunding. Most recently he drafted Illinois House Bill 3420, a bill which provides for an intrastate crowdfunding exemption in Illinois and which was unanimously approved by the Illinois house and Senate.

Anthony holds a masters degree in accounting from the State University of New York at Albany, a law degree with a concentration in corporate law from Northwestern University School of Law, and an M.B.A. degree with a double major in finance and entrepreneurship from the University of Illinois at Chicago. He received high honors and scholarships in all programs and is also an active member of MENSA. Anthony is also currently actively involved with the entrepreneurship program at the University of Illinois at Chicago as both a mentor and a student advisor and is an active advisory board member of the New York Distance Learning Association (NYDLA).


Claudia Callaway leads the firm's newly formed Platform Lending Initiative. In this role, she focuses her practice on defending clients against state and federal class actions regarding consumer protection and consumer finance laws, representing clients before the Consumer Financial Protection Board (CFPB), the Federal Trade Commission (FTC) and state banking agencies, and assisting clients in adhering to the dynamic landscape of platform and peer-to-peer (P2P) lending.

Having represented clients before the CFPB since it was established, Claudia understands the varying perspectives of key stakeholders involved, and helps clients navigate the hurdles, pitfalls and opportunities available to the numerous parties involved under the CFPB's jurisdiction. Working with banks, credit unions, platform lenders and other financial services clients, Claudia provides pragmatic advice on numerous state and federal banking and consumer protection matters, including privacy, collections, credit reporting and usury issues. She also assists clients with the enforcement of arbitration provisions and class action waivers.

In Claudia's regulatory practice she represents a bevy of financial services clients, including installment lenders, collection agencies, money transmitters, state and federally chartered banks, mortgage servicers, credit card issuers, and credit reporting agencies in a broad range of regulatory issues before federal and state agencies and self-regulatory organizations (SROs) nationwide.

Claudia is also recognized as a veteran in the platform lending space, which enables her to provide her clients with real-time updates and developments in this ever-changing landscape. She has spoken numerous times on issues related to merchant cash advance, crowdfunding, business-to-business and P2P consumer finance, and brings a holistic understanding of the technical, regulatory and financial complexities within the platform lending arena.

Claudia represents consumer lenders, third-party debt collectors and other consumer financial services clients in class action suits and litigation around the country, in many cases to prevent class action suits before they happen. She frequently handles cases involving the Dodd-Frank Act, the Truth in Lending Act (TILA), the Equal Credit Opportunity Act (ECOA), the Fair Debt Collection Practices Act (FDCPA), the Fair Credit Reporting Act (FCRA), the Gramm-Leach-Bliley Act and the Federal Trade Commission Act. She advises on state unfair and deceptive trade practices laws, and removal of class actions to federal court under the Class Action Fairness Act (CAFA).


Douglas S. Ellenoff, a member of Ellenoff Grossman & Schole LLP since its founding in 1992, is a corporate and securities attorney with a specialty in business transactions, mergers and acquisitions and corporate financings. Mr. Ellenoff has represented public companies in connection with their initial public offerings, secondary public offerings, regulatory compliance, as well as, strategic initiatives and general corporate governance matters. During his career, he has represented numerous broker-dealers, venture capital investor groups and many corporations involved in the capital formation process.

In the last several years, he has been involved at various stages in numerous registered public offerings, including more than 100 financings and, with other members of his firm, hundreds of private placements into public companies, representing either the issuers of those securities or the registered broker-dealers acting as placement agent. Along with other members of his Firm, Mr. Ellenoff has been involved at various stages with over 100 registered blind pool offerings (commonly referred to as "SPACs"); In addition to our IPO experience with SPACs, he has been involved with more than 30 SPAC M&A assignments. The Firm represents nearly 60 public companies with respect to their ongoing 34 Act reporting responsibilities and general corporate matters. He also provides counsel with regard to their respective ongoing (SEC, AMEX and NASD) regulatory compliance.

Mr. Ellenoff and the rest of the corporate department distinguish themselves from many other transactional lawyers on the basis of their ability to be part of the establishment of new securities programs, like PIPEs, SPACs, Registered Directs and Reverse Mergers, where the Firm's professionals have played leadership roles within each of those industries, assisting in the creation, formation and strategies relating to those financings, as well as working closely with the regulatory agencies; including the SEC and FINRA; and the listing exchanges - AMEX and NASDAQ.  Mr. Ellenoff is routinely requested to be a panelist and presenter at industry conferences.

Like the other innovative securities programs, the Firm has taken a leadership role in the emerging crowdfunding industry, which was signed into law by President Obama on April 5, 2012. The Firm actively participates in many discussions with the SEC and FINRA with respect to the proposed rules which went into effect May 16, 2016.  The Firm has sponsored conferences, webinars and has been invited to speak at numerous events on the topic. The Firm is already actively engaged with clients (funding portals, broker-dealers, technology solution providers, software developers, investors and entrepreneurs).


Gregory J. Nowak is a partner in the Philadelphia office of Pepper Hamilton LLP and a practice leader for hedge funds in the firm’s Funds Services Practice Group.

He concentrates his practice in securities law, particularly in representing investment management companies and other clients on matters arising under the Investment Company Act of 1940 and the related Investment Advisers Act of 1940.

Mr. Nowak also handles mergers and acquisitions, corporate and regulated investment company tax work and other corporate matters. He also represents broker-dealers and CTAs and CPOs with respect to matters under the Securities Exchange Act of 1934 and the Commodity Exchange Act.

In addition, Mr. Nowak represents many hedge funds and other alternative investment funds in fund formation and investment and compliance matters, including compliance audits and preparation work. Mr. Nowak has represented a broad range of investment funds, from funds that use the traditional broad investment charters and invest globally in virtually any financial asset that can be readily traded to specialty niche funds with narrowly defined investment strategies that invest in distressed debt and other illiquid securities. He also represents fund managers with products spanning both the private equity and hedge fund markets.

Mr. Nowak also handles mergers and acquisitions, tax matters for corporations and registered investment companies and other corporate matters.

Mr. Nowak also has represented hospitals, health care systems and health care providers and other health care entities as outside general counsel and as special counsel in regulatory, corporate and transactional matters, business operations and many other issues

Mr. Nowak writes and speaks frequently on issues involving alternative lending, blockchain, initial coin offerings (ICOs), investment management, health care and other matters. 

Mr. Nowak is the author of five books on hedge funds. Hedge Fund Disclosure Documents Line by Line – A User’s Guide to Confidential Private Placement Memoranda for Funds Formed as Limited Liability Companies (the 3rd edition was published in 2018; the 2nd edition was published in January 2011; the 1st edition was published in 2004) and Hedge Fund Agreements Line by Line – A User’s Guide to LLC Operating Contracts, (the 2nd edition was published in September 2009; and the 1st edition was published in 2004) All were published by Aspatore Publishing.


Hayley Chang is the Compliance Lead for FS Card, Inc., a credit card venture designed to align incentives and empower everyday American consumers. Previously, Hayley served as the General Counsel and Chief Compliance Officer of StreetShares, Inc., a marketplace lender for small businesses. During her time there, Hayley led the company's successful effort to obtain SEC approval for a novel “Reg A+” securities offering.  Hayley also served on the Board of Directors for the company and actively engaged with industry leaders to develop new standards for marketplace lenders in an evolving area of financial services.

Hayley’s first experience in securities law and the world of entrepreneurship came with an opportunity to join an IPO team at Kirkland & Ellis while still a summer associate. From that point on, she has always enjoyed the opportunity to build and create while appreciating and accounting for regulator and consumer perspectives along the way. She began her legal career with a clerkship on the U.S. Court of Appeals for the Tenth Circuit and then spent several years investigating and prosecuting violations of federal law for the U.S. Department of Justice. She also advised the Attorney General and the Deputy Attorney General on the national security risks associated with foreign acquisitions of domestic businesses for the President’s Committee on Foreign Investment in the United States.

During her tenure at the Justice Department, Hayley also served as second-in-command of the U.S. rule-of-law mission in Iraq. In that capacity, she oversaw a team of approximately 200 attorneys and investigators at the U.S. Embassy, negotiated directly with Cabinet-level officials of the Iraqi Government, and advised the U.S. Ambassador and Commanding General on issues impacting the Iraqi judicial system.

Following her service with the Justice Department, Hayley moved to private practice, where she advised clients on regulatory compliance, government investigations, and class action litigation. Hayley graduated from Cornell Law School where she served as an editor of the Cornell Law Review. She also served as Co-Founder and Articles Editor of the NYU Journal of Law & Liberty and Editor-in-Chief for the Symposium Edition of the Harvard Journal of Law & Public Policy.


Henry Morriello is a Partner at Arnold & Porter and is Head of the firm’s Structured Finance & Derivatives Practice and its Aviation & Transportation Finance Practice. He is active in all areas of finance, including structured finance and derivatives, transportation finance, and financial regulatory matters. He represents clients in US and international term securitization and commercial paper conduit transactions involving residential and commercial mortgage loans, corporate loans, marketplace loans, student loans, equipment leases, auto paper, trade receivables, aircraft and railcar loans and leases, intellectual property royalties and esoteric assets. He also advises on structuring and restructuring fixed income and credit derivatives of all types, including credit default swaps and total return swaps. On the regulatory side, Henry is often approached by major financial institutions to help them navigate complex transaction structures and compliance procedures in response to the Dodd-Frank Act, the European and US versions of risk-retention requirements, bank capital and liquidity requirements, and compliance with swaps and commodity pool regulation.

Henry regularly advises clients on their most complex marketplace warehouse lending and ABS matters. He is also an active speaker on the topic, including panel participation at the LendIt USA’s 2017 conference on “The Strength of Student Platforms in the Securitization Market,” PLI’s Marketplace Lending and Crowdfunding seminar in 2016, SIFMA’s Securitization Spotlight webinar on Marketplace Lending in 2015, and Structured Credit Investor’s webinar “Marketplace Lending in the Regulatory Spotlight” in 2015. In addition, he has chaired several in-house programs on this topic, including a joint conference with Structured Credit Investor for two years in a row, a joint seminar with Lending Times on True Lender Implications for Marketplace Lending in late 2016, and most recently, a seminar on “The OCC Fintech Charter” in 2017. Further, Henry was recently quoted in a Bloomberg BNA article “Appeals Court May Tackle ‘True Lender’ Debate Affecting Fintechs, Online Lenders,” which examines the closely watched CashCall Inc. petition currently before the US Court of Appeals for the Ninth Circuit.

Henry has been recognized for his work in securitization by numerous third party publications, including Chambers Global (2009-2017), Chambers USA (2008-2017), Legal 500 US (2014-2017) and The Best Lawyers in America (2012-2017), and was named as a top Structured Finance and Securitization attorney by Best of the Best USA Expert Guides in 2017. He has also been recognized for his work in Asset Finance and Leasing by Legal 500 US (2014-2017).


Jahan Sharifi specializes in investment and financing transactions, including private equity and venture capital investments, mergers and acquisitions, joint ventures and private investments in public companies. He regularly assists hedge funds and private equity funds in investing in companies in a broad range of industries in the U.S. and other countries. Mr. Sharifi works with clients throughout the life cycle of their investments in companies: advising them on their rights and duties as investors, including with respect to board appointees; negotiating follow-on investments; evaluating proposed investments by new investors; effecting divestitures through private sales or the public markets; and providing guidance on restructuring or recapitalization of companies.

In addition to working with investment funds in negotiating portfolio investments, Mr. Sharifi represents sponsors in structuring and capitalizing new private investment funds and other investment vehicles. He represents both fund sponsors and investors in negotiating seed investments in new management companies and new funds.

Mr. Sharifi has been active in developing the firm’s peer-to-peer (P2P) marketplace lending practice. He represents clients establishing online lending platforms, including advising on securities laws applicable to such platforms, as well as federal and state law lending regulations.

Mr. Sharifi also regularly advises clients on complex issues relating to the receipt of confidential information, as well as market standards for non-disclosure and confidentiality agreements.

EXPERIENCE

  • Startup companies in establishing online lending platforms and raising equity capital and debt commitments for these companies.
  • Formation and capitalization of a specialty finance company focusing on the franchising sector and its Small Business Investment Company (SBIC) subsidiary, as well as representing the company in providing mezzanine debt and preferred equity financing to franchisees.
  • Newly-formed private equity fund management company in negotiating an anchor investment.
  • Lead investor in providing equity funding in the formation and capitalization of a sidecar reinsurance vehicle.
  • Co-investors in private equity investments in a lithium-ion battery manufacturer.
  • Financial investor in providing seed capital for a newly-formed hedge fund in Brazil.

PRACTICE AREAS

Corporate & Business Transactions

Fund Formation & Investment Management

Lending Transactions

Marketplace Lending

Mergers & Acquisitions

Private Equity

Securities Transactions

Venture Capital

Operational Advice

Private Fund Advisers

EDUCATION

University of Chicago Law School, J.D. with honors, 1993

Fels Center of Gov’t University of Pennsylvania, M.G.A., 1991

University of Chicago, B.A. with honors, 1987

Deep Springs College

BAR & COURT ADMISSIONS

New York


Joseph Borg has been Director of the Alabama Securities Commission (ASC) since 1994. Borg was twice past president of the North American Securities Administrators Association (NASAA) and is currently serving his third term as President. He served as a member on the NASAA Board of Directors, as Chair of the International Committee, Chair of Enforcement, Ombudsman and in several other capacities. He is also a member of the Board of Directors of the National White Collar Crime Center (NW3C) and previously served as a member of the Board of Directors of the Investor Protection Trust (IPT). He has also served as a member of the SIPC Modernization Task Force and the FINRA Dispute Resolution Task Force.

Borg recently (June 2018) testified before the U.S. House Financial Services Committee, Capital Markets Subcommittee hearing entitled “Ensuring Effectiveness, Fairness, and Transparency in Securities Law Enforcement.” He has previously testified before various committees of the U.S. Senate and U.S. House of Representatives including testimony on such areas as Microcap Fraud; Criminal Elements in the Financial Markets; Information Sharing among Financial Regulatory Agencies; Risks Posed to Everyday Investors from IPOs in Private Equity and Hedge Funds; Illegal Investment Sales’ Practices Victimizing Senior Citizens; and SIPA and SIPC Modernization.

Borg served as a U.S. delegate to an Intergovernmental Expert Group for the United Nations Commission on International Trade and Law (UNCITRAL).

Borg previously served as in-house corporate counsel to First Alabama Bank (n/k/a Regions Bank, 1979-1984) and has been an adjunct professor of law at Faulkner University Jones School of Law teaching securities law and banking (1982-2002), and has been a Partner in the Montgomery law firm of Capouano, Wampold, Prestwood & Sansone (1984-1994).

He is admitted to practice in Alabama, Florida, New York, U.S. Federal District Courts in Alabama and Florida, the 5th and 11th Circuit Courts of Appeal and the U.S. Supreme Court.


Julie Z. Davis serves as a Senior Special Counsel to the Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  She recently came to that position from the Division’s Office of Small Business Policy, which assists companies seeking to raise capital through exempt or smaller registered offerings and participates in SEC rulemaking and other actions that may affect small businesses.  

Julie joined the SEC in 2009 as Deputy Director in the Office of Legislative and Intergovernmental Affairs, serving as a liaison between the Commission and Congress.  She came to the SEC from the staff of U.S. Senator Carl Levin of Michigan, serving as a Legislative Counsel for financial services and other issues and working with the Senate Permanent Subcommittee on Investigations.  Prior to that, Julie practiced securities and corporate law at Testa, Hurwitz & Thibeault LLP in Boston.     

Julie received her B.A., with high honors, in Government from the University of Texas at Austin, and received her J.D., with honors, from the University of Texas School of Law.                                                                    

 


Kim Wales is the founder and Chief Executive Officer of CrowdBureau, LLC and Wales Capital, LLC.

Professionally, she is a member of the Zahn Center Board of Advisors; a member of The City College Center for the Arts’ Board of Directors; a member of the Heritage Foundation Securities Regulation Working Group; an executive board member of the Crowdfund Intermediary Regulatory Advocates (CFIRA); and an adjunct professor in Economics teaching Entrepreneurship: Women & Diversity at the City College of New York.

In addition to writing numerous articles and white papers in publications that include The Journal of Governance and Regulation, The Capco Institute Journal of Financial Transformation, The Journal of Risk Management in Financial Institutions, Cayman Financial Review, TABB Research and Forum, and Thomson Reuters Corporate Finance Review, Ms. Wales has authored Peer-to-Peer Lending and Equity Crowdfunding (2016), a finance book on investing and risk management using alternative asset classes.

Ms. Wales’ work spans being a change agent, lobbyist and advocate. She is recognized as one of the country’s thought leaders on the JOBS Act and securities based crowdfunding. She has advised and influenced decision-making through recommendations to the Securities and Exchange Commission, FINRA, the European Commission [Building a Capital Markets Union green paper], the Ontario Securities Commission, the Taiwan Financial Supervisory Commission, the Australian Stock Exchange, and other state and federal government agencies as related to equity and debt-based crowdfunding. She is cited numerous times in the final rules for Title II, III and IV.

Ms. Wales has 17 years of experience in banking. From 1995–2011, some of Ms. Wales’ clients included Chase Manhattan Bank, Morgan Stanley, Depository Trust Clearing Corporation, Prudential, NYSE Euronext, Shaklee Corporation, and The Bank of N.T. Butterfield & Son Limited. She consulted and advised in areas covering clearing and settlement, cash management, Basel II – Pillar I, Sarbanes Oxley, and post-merger work related to restructuring fund administration, and corporate and personal trust businesses.

Ms. Wales has been featured and quoted in The Wall Street Journal, The New York Times, Forbes, SmartCEO, Business Week, The Deal, and Black Enterprise, and featured on Bloomberg-TV. She is a frequent invited speaker at global events.


Kiran Lingam is a partner in Nelson Mullins Riley & Scarborough LLP's New York office where he leads the firm's FinTech practice and its New York emerging growth company and venture capital practice.  Prior to Nelson Mullins, Kiran was General Counsel and VP of Business Development at SeedInvest, a leading equity crowdfunding platform, where he coordinated all legal functions, including due diligence, legal and regulatory strategy, venture capital and seed financing transactions, broker-dealer operations, and compliance and internal corporate governance.

Kiran has written several of the seminal articles on new securities laws under the JOBS Act, including on Accredited Investor Crowdfunding (Title II), Retail Crowdfunding (Title III), and Regulation A (Title IV).

Kiran is also a co-founder of TiE Angels NY, an angel investor group affiliated with The Indus Entrepreneurs (TiE), the world's largest non-profit organization dedicated to fostering entrepreneurship with 55 chapters and 10,000 members.

Education:
Cornell University, B.A
University of Georgia, J.D., with honors

Bar Admissions:
Georgia, 2007
New York, 2012


Michael Nonaka is co-chair of the financial services group and advises banks, financial services providers, and non-bank companies on a broad range of compliance, enforcement, transactional, and legislative matters. He has worked extensively with federal and state banking agencies and with other federal agencies authorized to regulate financial services. Mr. Nonaka also plays an active role in the firm’s Fintech Initiative and works with a number of banks, lending companies, money transmitters, payments firms, technology companies, and service providers on innovative technologies such as big data, blockchain and related technologies, bitcoin and other virtual currencies, same day payments, and online lending.

Mr. Nonaka has significant experience advising clients on issues arising under financial services legislation. He has advised clients on, among other areas, regulation as a systemically important financial institution, resolution planning, the Federal Deposit Insurance Corporation’s orderly liquidation authority under Title II, and the scope of the Consumer Financial Protection Bureau’s authority.

Mr. Nonaka also has advised a number of clients on compliance with TILA, ECOA, TISA, HMDA, FCRA, EFTA, GLBA, FDCPA, CRA, BSA, USA PATRIOT Act, FTC Act, Reg. K, Reg. O, Reg. W, Reg. Y, state money transmitter laws, state licensed lender laws, state unclaimed property laws, state prepaid access laws, and other federal and state laws and regulations


Neil S. Faden practices transactional corporate and securities law with concentrations in organization and capitalization of collective investment funds, community development finance transactions, crowdfunding and peer-to-peer lending transactions and healthcare industry financing and transactional matters.

Neil focuses on finance matters related to the New Markets Tax Credit program and renewable energy tax credit projects. His practice includes the representation of community development entities, investors, lenders and borrowers.

Neil advises clients in connection with the organization, capitalization and financing of marketplace lending platforms and loan purchase transactions.

Neil advises sponsors of collective investment vehicles, organized as limited liability companies and partnerships, ranging from hedge funds to real estate private equity funds.

Neil has lead responsibility for dozens of affordable housing finance transactions, including the formation of limited partnerships designed to invest in affordable housing generating federal low-income housing tax credits, negotiation with institutional investors in such partnerships, negotiation with lenders and negotiation of equity investments in partnerships constructing or rehabilitating affordable housing.

Education

  • New York University School of Law, J.D., 1994Developments Editor, Review of Law and Social Change
  • Tufts University, B.A., magna cum laude, 1990

Memberships and Activities

  • Admitted to practice in New York


Preetha Gist is a partner in Chapman and Cutler’s Asset Securitization Department and Banking and Financial Services Department. Preetha’s practice focuses on value-based services to financial institution clients, drawing on her experience and insights from serving as general counsel for the capital markets unit of a major US financial institution and in-house in various roles at several major banks. Her understanding of client value and the needs of bank clients drives her practice. 

Banks and other capital markets financial service providers, particularly those active in the structured finance markets, face a challenging and ever changing regulatory environment with new and complex regulations. Preetha’s understanding of complex financial regulations is both broad and deep. She balances her in-depth technical knowledge with pragmatic insights to develop workable solutions for her clients, either when advising on regulatory matters generally or representing them on transactions.

Preetha is active in the Structured Finance Industry Group and currently serves as the co-chair of SFIG’s Derivatives in Securitization Task Force. She regularly participates in industry advocacy efforts partnering with in-house government relations departments to educate and advise lawmakers on the real world impacts of proposed legislative initiatives. She is also a thought leader and speaks frequently on regulatory issues relevant to the financial services field.

Preetha served as general counsel for Capital Markets at U.S. Bank and prior to that, as in-house counsel in other financial institutions, supporting debt capital markets, loan capital markets, asset securitization, and derivatives business units. She began her legal career as an associate at an Am Law 50 firm in Washington, DC.


Rob Lavet is responsible for managing all legal affairs, compliance and government relations for SoFi and its affiliate entities.  SoFi is a leading marketplace lender based in San Francisco and was named one of the ten top startup companies by CNBC in 2012.  SoFi has originated more than $10 billion in loans, including approximately $8 billion in student loan refinance loans to early career professionals.  SoFi also began originating mortgage loans and unsecured personal loans in 2015.   Prior to joining SoFi, he served as a Principal in the Education and Litigation practice groups of the Washington, DC law firm of Powers Pyles Sutter & Verville (PPSV) where he represented financial institutions and post-secondary institutions on a wide variety of regulatory, litigation and transactional matters.  Prior to PPSV, Rob served as Senior Vice President and General Counsel of Sallie Mae, a Fortune 300 company and the largest provider of education finance.  At Sallie Mae Rob was responsible for all legal affairs of Sallie Mae and its subsidiaries as well as Corporate Compliance and Loan Servicing Policy.   He also served on Sallie Mae’s Operations Committee and Credit Committee and was a board member of a joint venture between Sallie Mae and JPMorgan Chase.  Before his 16 year career with Sallie Mae, Rob served as a Partner in the Washington D.C. law firm of Cole Corette & Abrutyn specializing in corporate and securities litigation, and before that as a Trial Attorney for the Civil Division of the United States Department of Justice where he received a Special Achievement Award as well as a Commendation from the Office of the Judge Advocate General. He served as member of the Board of Directors of the Association of Corporate Counsel from 2002 through 2007, and was President of the Washington Metropolitan Area Corporate Counsel Association (WMACCA) in 2001.  He was named a top Washington D.C. lawyer in 2007 and received the Career Achievement Award from WMACCA in 2007.

Rob graduated cum laude from the University of Pennsylvania with a B.A. in economics and obtained his J.D., cum laude, from Georgetown University Law Center.


James Tanenbaum was a partner in Mayer Brown’s New York office and a member of the Corporate & Securities practice. He concentrates his practice on corporate finance and the structuring of complex domestic and international capital markets transactions. He represents issuers, including some of the nation's largest financial institutions, underwriters, agents and other financial intermediaries, in public and private offerings of securities, as well as issuers, investment banks and purchasers in hybrid, mortgage-related and derivative securities transactions. He has developed some of the most widely used hybrid techniques for the placement and distribution of securities.

James works closely with leading investment banks to formulate new methodologies for securities offerings and to structure innovative financial products. He has also represented many technology-based businesses, including biotech and medical device companies. James frequently lectures on capital markets topics and has lectured at the Securities and Exchange Commission, SIFMA and at a variety of securities industry groups. He lectures at law schools in the United States and abroad. He is the co­ author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014), the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017) and BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Additionally, James co-authored "Regulation of Financial Institutions, Financial Crises and Rescue Packages in Europe: The Iceland Case," a chapter in Global Financial Crisis (Globe Law and Business, 2009) and "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006).

James served as an editor of the University of Pennsylvania Law Review while in law school. He served as chairman of the Board of Trustees of Lehigh University and as national chair of the Benjamin Franklin Society of the University of Pennsylvania


Edward Dartley is a partner in the firm’s New York office where he is a member of the investment management group. Mr. Dartley concentrates his practice on the alternative investment asset classes, including private equity, real estate and venture capital funds, counseling clients on fund formation, governance, and regulatory and other matters. He has a particular focus on emerging and middle market private equity and other private fund managers, and advises them on a wide range of issues facing the industry today.

Mr. Dartley regularly counsels private fund managers on seeding and joint venture relationships, and his practice includes representation of a number of international clients seeking to establish or expand their business in the United States. He also advises a number of start-up and emerging private companies outside of the investment management industry. 

Mr. Dartley as part of his practice advises energy-focused alternative asset managers and companies on a wide variety of matters, and has worked with industry players in both the traditional and alternative energy industries. In addition, he has extensive experience advising clients in the FinTech and marketplace lending industries. 

With over a decade of experience as in-house counsel and chief compliance officer, Mr. Dartley has deep in-house experience and a unique perspective on how asset management works from the inside. Mr. Dartley continues to utilize this experience by serving as regular outside counsel to a number of clients of the firm.


Jennifer DePalma is General Counsel and Senior Vice President of Operations of The Credit Junction, a data-driven lending platform that provides efficient access to capital to small and midsized businesses.

Prior to joining The Credit Junction, Jennifer was a partner in O’Melveny and Myers LLP’s Silicon Valley and New York offices and a member of the firm’s transactions department and mergers and acquisitions practice.  She has counseled private and public companies, as well as venture capital and private equity investors, on matters of securities, general corporate and business law, mergers and acquisitions, joint ventures, venture capital and private equity financings, public equity offerings and intellectual property transactions.

Jennifer has significant cross border experience, focusing on the representation of companies in Asia, including the People’s Republic of China, as well as entities and funds investing in overseas companies.  She led the lawyer team in the acquisition transaction that was the first to use the then new merger statute in the Cayman Islands, a jurisdiction of incorporation often elected by companies with overseas operations seeking investment from persons in the United States.  She has spent significant time in Hong Kong and Shanghai negotiating investments into Chinese companies by United States private equity firms.

Jennifer’s pro bono work includes the representation of microfinance organizations and small businesses.  She also represented petitioner in a series of appeals to the U.S. Court of Appeals for the Fifth Circuit in an immigration matter, Omari v. Holder (5th Cir. No. 09-60924), Omari v. Holder, 562 F.3d 314 (5th Cir. 2009) and Omari v. Gonzales, 419 F.3d 303 (5th Cir. 2005).  Jennifer served on the advisory board of Swords to Plowshares from February 2014 to June 2015, where she worked on matters affecting veteran affairs.

Jennifer has significant policy experience, including elected and appointed board and committee positions.  The combination of her political experience and role as a business advisor to innovative companies, investors and financial institutions, many with operations in Silicon Valley and China, gives her a unique perspective on the impact of regulation on various aspects of the economy.  She has built a record of on the ground and board level experience that informs her insight into, and understanding of, the financing of companies, creation of jobs and development of economies, as well as policy issues related to various industries, including financial technology.

Jennifer graduated cum laude from Princeton University with an AB in philosophy and received her juris doctorate from The University of Chicago.  She clerked for the Honorable Edith Brown Clement on the U.S. Court of Appeals for the Fifth Circuit prior to private practice.  Her honors include being named to Super Lawyers’ list of “Rising Stars” in the area of mergers and acquisitions in Northern California by Law & Politics Media Inc. in 2011, 2013 and 2014, as well as being recognized in the industry areas of healthcare and life sciences by The Legal 500: United States in 2014.


Mark Solomon is General Counsel of Orchard, where he is responsible for all legal and compliance functions.  Prior to joining Orchard, Mark was Managing Director and Deputy General Counsel of ITG, an independent broker-dealer and provider of investment research, electronic trading platforms, and trading analytics, where he was responsible for a broad array of subject matter areas including general corporate, litigation, regulatory affairs, strategic partnerships, client relationships, technology/operations, and intellectual property.  Before ITG, he held associate attorney positions with Simpson Thacher & Bartlett and Cravath, Swaine & Moore in New York.  Mark earned a BA in English cum laude from Columbia College and a JD from Columbia Law School, where he was a Harlan Fiske Stone scholar.


Samuel S. Guzik has more than 35 years of experience as a corporate and securities attorney and business advisor in private practice in New York and Los Angeles, including as an associate at Willkie Farr and Gallagher, a major New York based international law firm, a partner at the law firm of Ervin, Cohen and Jessup, in Los Angeles, and in the firm he founded in 1993, Guzik & Associates. Mr. Guzik has represented public and privately held companies and entrepreneurs on a broad range of business and financing transactions, both public and private. Mr. Guzik has also successfully represented clients in federal securities litigation and SEC enforcement proceedings. Guzik has represented businesses in a diverse range of industries, including digital media, apparel, health care and numerous high technology based businesses.

Guzik is a recognized authority and thought leader on matters relating to the JOBS Act of 2012 and the ongoing SEC rulemaking, including Regulation D Rule 506 private placements, Regulation A+, and investment crowdfunding. He has been consulted by Congressional members, state legislators and the U.S. Small Business Administration Office of Advocacy on matters relating to the JOBS Act and state securities matters. He is a frequent blogger on his blog, The Corporate Securities Lawyer Blog, addressing developing corporate and securities laws issues.

He has published two major commentaries on JOBS Act rulemaking in The Harvard Law School Forum on Corporate Governance and Financial Regulation: the first article, entitled “Regulation A+ Offerings – a New Era at the SEC,” discussing the SEC’s proposed regulations implementing JOBS Act Title IV Regulation A+ (also accepted for publication in the Fall 2014 issue of the Texas Journal of Business Law); the second article is entitled “SEC Crowdfunding Rulemaking under the JOBS Act – An Opportunity Lost?” addressing deficiencies in the SEC’s proposed Title III investment crowdfunding regulations. Mr. Guzik also authors a regular column on Crowdfundinsider.com, The Crowdfunding Counselor, addressing JOBS Act issues affecting entrepreneurs, small and emerging companies, investors and Internet-based funding portals. His articles have been cited in national business publications on issues relating to federal securities regulation, including The Economist, Forbes, Bloomberg’s Businessweek, Compliance Weekly and Equities.com, as well as by SEC Commissioners.

Mr. Guzik has also been a regular speaker on federal securities matters, including leading government, academic and trade association forums. He also served as President of the Crowdfunding Professional Association in 2015. Mr. Guzik is also a founding member of The Heritage Foundation Securities Regulation Working Group, focusing on federal regulatory issues affecting small businesses and emerging growth companies, including ongoing JOBS Act and Dodd-Frank SEC rulemaking. Healso serves as an inaugural member of the Advisory Council of the Crowdfunding Professional Association (CfPA), of which he is a member.

He received a B.S. degree in Industrial and Labor relations from Cornell University and is a graduate of Stanford University Law School. He is admitted to practice in both New York and California.


Lewis serves as CEO of Heritage Capital Ventures, a private equity concern that invests in online financial technologies for traditionally offline processes that result in greater efficiencies, greater capital access, and lower costs to consumers, businesses and governments. He founded Goodwin Procter’s California offices, led the firm's Public Finance Practice, and founded and chaired its Crowdfunding Practice.

Mr. Feldman has advised clients on more than $100 billion in debt and equity transactions for market-rate and affordable apartments, master-planned residential communities, aerospace, industrial and manufacturing facilities, urban entertainment centers, primary, secondary and university educational facilities, retail malls, hospitals, mixed-use projects, destination resorts and hotels, Brownfields remediation, military base reuse projects, green building, mitigation banks, transportation projects, water and wastewater facilities, and all forms of public infrastructure.

Mr. Feldman proudly serves in a leadership role in several associations and groups, including serving as Chairman of the Board of Directors of the University of California, Los Angeles Richard D. Ziman Center for Real Estate, and Member of the Leadership Council at the University of Southern California Lusk Center for Real Estate.

Mr. Feldman consistently ranks among America's leading real estate attorneys in Chambers USA: America's Leading Lawyers for Business, Best Lawyers in America, Lawdragon's "Top 500 Lawyers in America," The Legal 500 US, and is individually rated "AV®-Preeminent™” by Martindale-Hubbell. He has numerous media appearances on CNBC, CBS, Bloomberg, ABC, and Fox Television to his credit. His ideas and opinions have also been featured in national, regional and trade publications, including Bloomberg Business, The Los Angeles Times, The New York Times, The Wall Street Journal, Fortune and Forbes.

Mr. Feldman received his Juris Doctorate from the University of California at Davis in 1982 and was Executive Editor of the UC Davis Law Review. He completed his undergraduate education at the University of California at Santa Cruz in 1978, where he received bachelor’s degrees with highest honors in Economics and Environmental Planning.


Sara leads PeerStreet’s legal team. She has extensive experience in structuring and negotiating complex real estate finance transactions. Prior to joining PeerStreet, she was a real estate finance attorney at Dechert LLP and, before that, at Greenberg Traurig LLP. At Dechert, Sara advised banks and institutional lenders in large-loan originations. At Greenberg Traurig, she advised lenders, borrowers and developers in a wide variety of complex real estate transactions. Sara graduated from St. John’s College with a B.A. in liberal arts and from USC with a J.D. and a Masters in Business Taxation.