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Financial Services Industry Regulatory Compliance Forum 2017


Speaker(s): Benjamin Gruenstein, Brian L. Rubin, Carlo V. di Florio, Carole Basri, Clifford E. Kirsch, James R. Burns, Jeanine L. Giraldo McHugh, Peter D. Santori, Scott M. Kirwin, Scott W. Bauguess, Scott W. Weinstein
Recorded on: Nov. 8, 2017
PLI Program #: 180170

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.


Carlo di Florio joined FINRA in June 2013 as Chief Risk Officer and Head of Strategy. Carlo also serves on the Executive Committee of the Board of Governors of the Risk Management Association (RMA) in New York, and he teaches Strategic Risk Management at Columbia University in the Master’s Program for Enterprise Risk Management.

Prior to joining FINRA, Carlo served as the Director of the SEC's Office of Compliance Inspections and Examinations from 2010 through 2013.  In that role, he oversaw a team of 900+ examiners across the country in the SEC's nationwide examination programs for investment advisers, investment companies, hedge funds, private equity firms, broker-dealers, securities markets, credit rating agencies and clearing agencies. At the SEC, Carlo led a transformation to a risk based exam program, coordinated with regulatory partners nationally and internationally, regularly represented the SEC at media and conference events and testified before committees of both the United States Senate and the House of Representatives regarding regulatory strategy, risk and performance. 

Before joining the SEC in 2010, Carlo was a partner with PricewaterhouseCoopers in its Financial Services Risk & Regulatory Practice in New York, advising financial services clients across banking, capital markets, asset management and insurance industries globally.  In this capacity, Carlo helped clients: understand and address new regulatory requirements; implement tailored risk governance, risk management and compliance management programs; and undertake large scale investigations and regulatory remediation projects across a broad range of risk and regulatory topics.

Carlo received his Master of Laws (LL.M) in International and Comparative law with distinction from Georgetown University Law Center, his J.D. from Penn State University and his bachelor's degree in political economy from Tulane University. Carlo was named by the National Association of Corporate Directors as one of the 100 Most Influential Leaders in Corporate Governance, by Worth Magazine as one of the 100 Most Influential People in Finance and by The National Law Journal as one of the Top 50 Trailblazers & Pioneers in Governance, Risk Management and Compliance.


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


James R. Burns is a partner in the Asset Management Group at Willkie Farr & Gallagher LLP, focusing on counseling investment managers, broker-dealers, self-regulatory organizations, and other registered entities on regulatory, compliance and enforcement matters. Prior to joining Willkie, Mr. Burns served as Deputy Director of the SEC’s Division of Trading and Markets.

Mr. Burns has significant experience in both the trading and markets and investment management areas. He provides clients with insights into current issues in SEC examination and enforcement contexts as well as strategic advice on the effects of SEC initiatives on the business operations and compliance programs of registrants overseen by the Division of Trading and Markets and the Division of Investment Management. He advises clients on cybersecurity and business continuity issues – ranging from broker-dealer and investment adviser regulatory obligations to expectations established by the SEC, FINRA and other federal and state authorities in connection with breaches and technology failures.

Mr. Burns is currently lead attorney for a large equity derivatives clearing organization. He brings well-respected knowledge and understanding of the equity, fixed income, and derivatives markets, having played an integral role in the development of current SEC positions and regulatory initiatives affecting those markets, their intermediaries, and sell-side and buy-side participants. This includes trading, cybersecurity issues and the use of complex financial products. He played a central role in the development and execution of significant rules under the Dodd-Frank Act, including the Volcker Rule and the SEC’s security-based swap regulatory regime.

Mr. Burns has wide-ranging SEC and private practice experience across broad areas of the asset management industry, covering investment managers and fiduciaries for registered investment companies, private funds and other types of clients. He has extensive experience counseling advisers to registered and private funds, advising fund boards and addressing various governance, risk, compliance and disclosure-related matters of concern to the asset management industry. He counseled an adviser in connection with cyber breach of its platform. He also has represented investment advisers, broker-dealers, mutual funds, and hedge funds in various examination and enforcement-related inquiries by self-regulatory organizations and the SEC.


Peter D. Santori is counsel in the international law firm Jacobson Segal (HK) Ltd. He is the former Executive Vice President and Chief Regulatory Officer of the Chicago Stock Exchange, Inc. (CHX), and served in this role from 2012 to 2017. In this role, Mr. Santori was responsible for the regulatory oversight of all CHX Participants to ensure that the trading activity on the facilities of CHX complies with all applicable CHX and SEC rules and regulations. Mr. Santori also served as CHX’s Chief Compliance Officer from 2012 to 2015, where he created, staffed and directed CHX’s compliance function, and was responsible for establishing and implementing policies and procedures reasonably designed to ensure that CHX fulfilled its compliance and regulatory obligations, and served as the primary point of contact for the SEC regarding CHX’s compliance and regulatory obligations. Mr. Santori previously served as Senior Vice President and Chief Legal Officer of thinkorswim Group Inc. in 2008 and 2009. At thinkorswim, Mr. Santori provided oversight, guidance, and direction regarding all legal, compliance, and regulatory matters for thinkorswim Group Inc. and its subsidiaries, including Investools, Inc. Mr. Santori previously served at FINRA from 1994 to 2008, and 2010 to 2012, where he held positions of increasing responsibility, culminating with the position of Chief Counsel to the Market Regulation Department. Mr. Santori received a B.S. in Finance from Saint Joseph’s University, an M.B.A. in International Business Administration from Temple University, a J.D. from the Widener University Law Center, and a Masters of Laws in Securities and Financial Regulation, and Taxation from the Georgetown University Law Center. Mr. Santori is a member of the Illinois, Maryland, New Jersey, and Pennsylvania 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.


Scott Weinstein is a Vice President in the Corporate Compliance Department of New York Life Insurance Company.  Scott joined New York Life in 2000 and over time he has taken on roles with increasing responsibilities within the Corporate Compliance Department.  In part, his current role includes compliance oversight for New York Life’s affiliated broker dealer, NYLIFE Securities LLC and registered investment advisor, Eagle Strategies LLC.  Scott’s teams provide compliance support and guidance to the affiliated broker-dealer and registered investment advisor including periodic testing of the compliance programs to ensure adequacy and effectiveness with applicable securities laws, regulatory expectations and the firm’s policies and procedures.

Scott graduated from the State University of New York at Albany where he earned a Bachelor of Arts Degree with a double major in Psychology and Anthropology.  Scott then attended the City University School of Law at Queens College where he earned a Juris Doctor.  Scott is admitted to the Bar in New York and New Jersey.


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.   


Jeanine McHugh is General Counsel for HSBC’s US Retail Banking, where she manages the legal advice for HSBC’s US retail banking network and it’s US Private Bank with a team of 16 lawyers. Prior to this position, Ms. McHugh was the Deputy General Counsel, Corporate, where she advised HSBC’s US businesses on a variety or general corporate and M&A matters. Prior to joining HSBC in 2013, Ms. McHugh was the Assistant General Counsel and Assistant Secretary at Pitney Bowes and before that she was the Associate General Counsel, Corporate Affairs at Luxottica. Ms. McHugh began her legal career in 1997 at Skadden, Arps, specializing in Corporate Finance and M&A.  She received her B.A. from the University of Pennsylvania and her J.D. from University of Miami School of Law.


Scott Bauguess is the former SEC’s Deputy Chief Economist and Deputy Director of the Division of Economic and Risk Analysis (DERA). He oversaw the Division’s risk assessment and data-driven, predictive analytics development, designed to detect fraud and misconduct in the Commission’s investigation and examination programs, specifically in the areas of corporate issuers, broker- dealers, and asset managers. As part of this, he directed economic analyses in recommendations to the Commission on issues related to the form and manner of registrant disclosures and governance. Scott received his Ph.D. in Finance from Arizona State University in 2004. He also holds a B.S. and M.S. in Electrical Engineering and prior to his doctoral studies spent six years working as an engineer in the high tech industry.