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Understanding Financial Products 2017


Speaker(s): Charles F Walker, Christine Ayotte-Brennan, Christopher M. Zochowski, Donna M. Parisi, Gary M. Brown, Hannah Berkowitz, James P.C. Barri, Joyce A. Frost, Kenneth L. Josselyn, Laurin Blumenthal Kleiman, Lee Ann Anderson, Paul G. Cellupica, Richard A. Kahn, Robert S. Risoleo, Scott J. Lederman, Stuart M. Litwin, Tram N. Nguyen, W. Thomas Conner
Recorded on: Jan. 25, 2017
PLI Program #: 186089

Bob Risoleo joined Sullivan & Cromwell’s New York office in 1985, was named partner in 1992 and has been resident in the Firm’s Washington, DC office since 2000. Mr. Risoleo is a member of the Firm’s Corporate and Finance Group with broad experience in U.S. and cross-border securities offerings, acquisitions and joint ventures, as well as project and structured finance. His corporate finance practice has included scores of domestic and international debt and equity offerings, including privatizations on three continents, as well as securitizations of receivables and other collateral, complex tax-based structures utilizing swaps and other derivatives, and the development of innovative preferred stock products and structured notes. Mr. Risoleo advises a number of foreign and domestic public companies with respect to a wide range of corporate and securities matters, including compliance with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Act and related regulations. He is co-coordinator of the Firm’s corporate law practice and secretary of its opinion practice committee.  He is a regular speaker at continuing legal education programs on topics relating to new financial products, securities offerings and the federal securities laws, and is also a member of the Tri-Bar Committee on Legal Opinions.

Mr. Risoleo has been recognized as a leading lawyer in The Best Lawyers in America for both corporate and securities work (2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014, 2015) as well as IFLR1000 (2013, 2014, 2015). He has been ranked in Chambers Latin America and Chambers Global in various Capital Markets.


Chris Zochowski is a partner in Winston & Strawn LLP’s Washington, D.C. office and serves as co-chair of the firm’s M&A and Securities Practice and chair of the firm's Permanent Capital Solutions group. Mr. Zochowski is a general corporate practitioner who works extensively with both domestic and international clients with respect to:

  • Mergers and acquisitions, including asset transactions, segment dispositions, reincorporation mergers,
    proxy solicitations and issuer self-tender offers.
  • Public and private securities transactions, including initial, follow-on and secondary public offerings,
    shelf registrations, transactions for business development companies, special purpose acquisition
    companies and permanent capital structures, 144A and Reg S transactions, public debt offerings and
    offerings under medium-term note programs.
  • Specialty finance transactions, including permanent capital transactions involving Business
    Development Companies (BDCs), Permanent Capital Acquisition Partnerships (P/CAPs), Master Limited
    Partnerships (MLPs), Real Estate Investment Trusts (REITs), Special Purpose Acquisition Companies
    (SPACs) and a variety of both public and private hybrid structures involving long-term or other
    permanent capital.
  • Cross-border and domestic project and structured finance transactions involving a wide range of
    energy technologies, including gas, coal, nuclear, geothermal, solar, wind and biomass.
  • Debt restructurings, including consent solicitations and exchange offerings.

Mr. Zochowski has worked across a wide range of practice areas and industries, with a particular focus on the financial services, energy, automotive, and paper and packaging industries. He also has extensive experience in structuring and negotiating transactions on behalf of private equity and asset management clients, as well as in structuring and negotiating specialty finance transactions for sponsors in the public markets. In addition, Mr. Zochowski has advised clients on matters relating to: periodic reporting and disclosure requirements under the Securities Exchange Act of 1934; compliance with the rules and regulations of the New York Stock Exchange, Nasdaq, the American Stock Exchange and the NASD; compliance with the Public Company Accounting Reform and Investor Protection Act (i.e. the Sarbanes-Oxley Act); Delaware corporate law matters; and other general corporate matters.


Christine Ayotte-Brennan is a Senior Vice President, Deputy General Counsel in the Fidelity Investments legal group. Fidelity Investments is a leading provider of investment management, retirement planning, portfolio guidance, brokerage, benefits outsourcing and other financial products and services to more than 20 million individuals, institutions and financial intermediaries.

Christine is responsible for leading the Fixed Income Legal Team, which provides legal support to Fidelity’s taxable money market funds, municipal money market funds, investment-grade municipal bond funds and investment-grade taxable bond funds as well as institutional accounts.

Ms. Ayotte-Brennan joined Fidelity in 2010 as a Senior Legal Counsel, and provided legal support to the taxable bond funds, as well as the global fixed income trading desk with a focus on derivatives. Prior to joining Fidelity, Ms. Ayotte-Brennan worked as counsel at Bingham McCutchen LLP, in Boston from 2006-2010 and an associate at Sullivan & Cromwell LLP, in Washington, DC from 1999-2006. Ms. Ayotte-Brennan assumed her current position in July, 2018.

Ms. Ayotte-Brennan earned her B.A., cum laude, from Boston College and her J.D., magna cum laude, from The Columbus School of Law at the Catholic University of America.


Donna Parisi is global co-head of Finance at Shearman & Sterling and global head of the firm’s Derivatives & Structured Products practice.

Donna is a leading lawyer in the derivatives and structured products space, respected and recognized for the breadth of her knowledge of derivatives transactions and agreements, regulatory requirements and commercial considerations.

Donna advises clients on the full range of derivatives, structured products, securitization, capital markets and commodities matters. In particular, she has assisted clients in developing and structuring new financial products and has extensive experience in the negotiation and documentation of OTC derivative transactions across all asset classes. In addition, her practice includes the exchange-traded futures and options markets, as well as advising on a variety of investment management matters.

She is ranked as a leading attorney by all prominent legal directories, was recently selected as one of the world’s leading attorneys for Structured Finance and Securitization by Expert Guides and received a Finance Monthly Global award in recognition of her outstanding legal work.

Donna holds a JD from Boston College Law School, where she graduated magna cum laude, Order of the Coif, and a B.A. from Vassar College. She frequently serves as a panelist at events organized by the Financial Times, Glass Hammer, Thomson Reuters and the Practising Law Institute, among others, and has published broadly on the global regulatory reforms following from the recent financial crisis.


Gary M. Brown is a partner with Nelson Mullins Riley & Scarborough LLP, where he concentrates his practice in securities, representation of public companies and corporate governance. Prior to joining Nelson Mullins in 2018, he had served for seven years as the Chief Executive Officer of a financial services firm that specialized in the life settlement market and which, during his tenure, acquired and managed life settlement portfolios with over $4 billion (USD) in face amount.

In his thirty-two years of private law practice, Gary has been recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers. In addition, from 1994 until 2011, he taught corporate and securities law at the Vanderbilt University Law School. He also served as general counsel to the Ethics and Compliance Officer Association (now known as the Ethics and Compliance Initiative), then the world’s largest group of ethics and compliance professionals. 

Gary is a frequent instructor at securities programs for the Practising Law Institute, co-chairing one of PLI’s national securities programs, Understanding the Securities Laws and instructing at the SEC Reporting and Practice Skills Workshop for Lawyers. 

During 2002, Gary served as Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee (and also worked with the Committee's Permanent Subcommittee on Investigations (“PSI”)) in its investigation into the causes of the collapse of Enron Corp.   During 2010, he was retained by PSI to assist in its investigation, “Wall Street and the Financial Crisis,” and related televised hearings.  While on those assignments, he provided advice on aspects of both the Sarbanes Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as those pieces of legislation were being debated in the Senate.

Gary has authored numerous publications on securities and compliance issues, including PLI’s Securities Law and Practice Deskbook, which is updated semi-annually, PLI’s Master the 8-K and Master the 10-K and 10-Q, and the chapter “Introduction to Life Settlements” in PLI’s treatise Financial Product Fundamentals. His other publications include: PLI’s Guide to the SEC’s New Executive Compensation Disclosure Rules (Practising Law Institute 2007); The Implications of the U.S. Sarbanes-Oxley Act, (Japanese-German Center-Berlin/ Max Planck Institute For Foreign Private and Private International Law – September 2004, The Oxford Press).


Hannah Berkowitz represents financial services companies, their officers, directors and employees, in securities, antitrust and commercial litigation and regulatory proceedings, and advises clients on practices and procedures to reduce litigation, regulatory and compliance risk and exposure. As a former in house lawyer, she is keenly focused on delivering high quality services efficiently.

Prior to joining Murphy & McGonigle, Ms. Berkowitz held senior positions in the general counsels’ offices of several public companies in the financial services industry. Ms. Berkowitz was Group Executive and Senior Associate General Counsel at Mastercard Worldwide, where she headed up litigation, regulatory, and public policy globally. Prior to Mastercard, she was a Managing Director and General Counsel Litigation at UBS Financial Services Inc., where she supervised in house lawyers and outside counsel involved in a broad range of litigation in the federal and state courts, sales practices and recruiting arbitrations and customer sales practices complaints. During her tenure, she also supervised lawyers in the corporate, mergers and acquisitions and hedge fund area, and provided advice to senior management. Ms. Berkowitz was Deputy General Counsel and Senior Vice President of PaineWebber Incorporated, heading up firm-wide litigation, including capital markets, retail and asset management. Ms. Berkowitz was personally involved in defending many of the complex and high exposure matters involving the financial services industry, including limited partnerships, Orange County municipal bonds, Nasdaq trading, market-timing, revenue sharing, bank sweep accounts, structured products, CDOs, hedge fund products, equity linked notes, variable annuity insurance products, research, failed public offerings of securities and Enron related matters. She also was involved in the creation of the Protocol, involving lateral recruiting of brokers, which has been adopted by most broker-dealer firms.

Prior to PaineWebber, Ms. Berkowitz was at Davis Polk & Wardwell, where she represented domestic and foreign companies in securities, antitrust and commercial litigation, and in criminal investigations. For example, she represented an underwriter and financial advisor in federal and state actions arising out of the failure of First Republic Bank in Texas; an issuer in securities litigation arising out of alleged false earnings projections; and an investment bank in Oklahoma actions relating to mortgage fraud. She also was involved in representing a financial institution in investigations and litigation relating to insider trading and represented companies and individuals in criminal grand jury proceedings. Ms. Berkowitz began her legal career as a law clerk to the late Hon. William C. Conner in the United States District Court for the Southern District of New York.

Ms. Berkowitz is an Adjunct Professor at Pace Law School and was a Visiting Lecturer at the University of Chicago School of Law. She served as an officer of the Compliance and Legal Division of SIFMA (previously SIA), and Chair of the Amicus Committees of SIFMA, SIA and the former Bond Market Association. She was a member of the National Arbitration & Mediation Committee and is a FINRA arbitrator. 

Ms. Berkowitz has been recognized as a New York Super Lawyer (2014-15).


Kenneth L. Josselyn is General Counsel for Finance and Corporate Legal. He joined Goldman Sachs in 1988 as a Vice President in New York and became a Managing Director in 2001.

Prior to joining the firm, Ken was an associate at Sullivan & Cromwell in New York and London.

Ken is past Chairman of the SIFMA Capital Markets Committee and a former member of the Corporate Finance Advisory Committee of FINRA. He is currently a member of the SIFMA Retail Structured Products Committee.

Ken earned an AB from Harvard in 1977 and a JD from Harvard Law School in 1980. He lives in New York.


Laurin Blumenthal Kleiman is a global co-leader of Sidley’s Investment Funds, Advisers and Derivatives practice team. She advises a wide range of domestic and international investment funds and managers on regulatory, compliance and enforcement issues. Laurie is a frequent speaker on investment manager and fund regulation and compliance as well as on issues relating to the advancement of women in law.

Strong advocacy on behalf of her clients has earned Laurie acknowledgment in numerous industry publications, including Chambers USA, The Legal 500 and U.S. News & World Report. She is recognized in the area of Mutual Funds Law by The Best Lawyers in America®, with sources telling the publication: “Ms. Kleiman has been extremely professional and knowledgeable in her service to our firm. We trust her advice explicitly” and “[Laurie] is a true expert in her area, and remarkably commercial and practical.” Laurie was named to Crain’s New York Business’ inaugural “Leading Women Lawyers in New York City” list, where she was lauded as being among the 100 “trailblazing women” who have “found multiple paths to excellence” and have displayed “fierce determination, passion for the law, keen intelligence, and inspiring achievement.” Laurie also was named one of the “50 Leading Women in Hedge Funds” by the Hedge Fund Journal.

Laurie is an active proponent of advancement of women in the legal profession. She is firmwide co-chair of Sidley’s Committee on Retention and Promotion of Women, oversees the SidleyWomen initiative, and is chair of Sidley’s Executive Committee Task Force. Sidley has been recognized repeatedly for its groundbreaking women’s initiatives, including being named one of the “50 Best Law Firms for Women” by Working Mother Magazine nine times, receiving gold certification by the Women in Law Empowerment Forum (WILEF) seven times, and receiving, among others, “Most Inclusive Firm for Minority Women Lawyers” and “Outstanding Firm in Advancing Gender Diversity and Inclusion” honors from Chambers. Laurie is a frequent speaker on women’s issues, is a member of the WILEF advisory board and was named “2016 Gender Diversity Lawyer of the Year” by Chambers. She is also a member of the firm’s risk management committee.

Education

  • Vanderbilt University Law School (J.D., 1983, Editor, Vanderbilt Law Review)
  • Vanderbilt University (B.A., 1980)


Lee Ann Anderson is shareholder in New York and Washington offices of Greenberg Traurig, LLP.  A member of the Corporate Group, Lee Ann focuses her practice on capital markets, structured finance and corporate transactions, with broad experience in U.S. and cross-border securities offerings.

Lee Ann advises issuers and investment banks on debt securities and certificates of deposits, including rates-, commodities-, equity-, and proprietary index-linked products. She has wide-ranging experience in debt and equity capital markets, securitizations, and other structured finance transactions. Her practice has included scores of domestic and international debt and equity offerings, as well as securitizations of receivables and other collateral, complex tax-based structures utilizing swaps and other derivatives. Lee Ann also has advised a number of foreign and domestic public companies with respect to a wide range of corporate and securities matters, including reporting obligations.

Prior to joining Greenberg Traurig, Lee Ann spent 21 years of her career associated with two large international Wall Street-based law firms, including over nine years as a Special Counsel in the structured notes and structured finance areas, and was most recently a partner with a British firm.

Lee Ann has a strong commitment to pro bono work and community service, which was nurtured in part by her first mentor, the late Hon. H. Emory Widener, Jr., United States Circuit Judge, U.S. Court of Appeals for the Fourth Circuit, for whom she clerked from 1992 to 1994.


Paul G. Cellupica has been Deputy Director of the Division of Investment Management at the U.S. Securities and Exchange Commission (“SEC”) since November 2017.  From 2014 to 2017 he was Managing Director and General Counsel for Securities Law at Teachers Insurance and Annuity Association of America (“TIAA”), where his responsibilities included legal support for the TIAA-CREF fund complex.  From 2004 through 2014 he worked in the Law Department of MetLife, Inc. in various senior roles, including as Chief Counsel for the Americas, where he had responsibility for legal support of MetLife’s insurance and financial services businesses in the U.S. and Latin America.

Between 1996 and 2004, Mr. Cellupica served at the SEC in a number of capacities in the Division of Investment Management and the Division of Enforcement.  From 2001 to 2004, he was Assistant Director in the Division of Investment Management, where he oversaw rulemaking initiatives related to disclosure provided by mutual funds and variable insurance products.  He received the SEC’s Martha Platt Award in 2002 in recognition of his exceptional dedication, professional excellence, and personal integrity, and was a joint recipient of the SEC’s Law and Policy Award in 2003.  Before joining the SEC, Mr. Cellupica practiced at the law firm of Caplin & Drysdale in Washington, D.C., where his practice focused on securities and commercial litigation.

Mr. Cellupica has a B.A. magna cum laude from Harvard College and a J.D. cum laude from Harvard Law School, and was a law clerk for Judge David Nelson of the U.S. Court of Appeals for the Sixth Circuit.  He is admitted to practice in New York and the District of Columbia. 


Scott J. Lederman shares responsibility for various business relationships and complex product offerings. Mr. Lederman is President and Chief Executive Officer of the Grosvenor Registered Multi-Strategy Funds complex, a member of the Public Markets Seeding Investment Committee, and is responsible for the legislative and regulatory affairs of the firm. In addition, he manages regulatory and administrative matters relating to GCM Grosvenor’s non-U.S. affiliates and structures and implements and manages relationships with certain third party asset managers. Prior to joining GCM Grosvenor, from 1993 to 1998, Mr. Lederman was successively the General Counsel and Chief Operating Officer of S.A.C. Capital Advisors, L.L.C Before joining S.A.C., he was a Partner in the Chicago law firm of Coffield Ungaretti & Harris. From 1984 to 1988, Mr. Lederman practiced at Goldberg Kohn Bell Black Rosenbloom & Moritz, and from 1982 to 1984, he was associated with Levy & Erens. Mr. Lederman received his Bachelor of Science magna cum laude in Economics in 1978 and his Master of Business Administration in Finance in 1979 from The Wharton School of the University of Pennsylvania. He then earned his Juris Doctor cum laude from the University of Chicago in 1982. Mr. Lederman is a member of the Illinois Bar and New York Bar. Mr. Lederman is the author of “Hedge Fund Regulation, Second Edition,” as well as chapters on hedge funds contained in “Financial Product Fundamentals” and “Investment Adviser Regulation,” all of which are publications of the Practicing Law Institute.


Stuart M. Litwin is a partner and co-head of the Securitization/Structured Finance Practice at Mayer Brown LLP.

Stuart is one of the leading and most experienced lawyers in the United States in the representation of originators, investment banks, marketplace platforms, warehouse lenders, underwriters, aggregators, ABCP conduit sponsors, hedge funds, commercial banks and investors (including mutual funds) in structuring, negotiating and documenting U.S. and international asset-backed and other securities transactions, structured financings and loan purchase transactions.

His experience has involved the securitization of virtually all asset types, and he is recognized as an expert in the securitization of retail and commercial auto loans and leases, consumer and small business marketplace loans (including payment processing loans), FFELP and private student loans, dealer floorplan receivables, equipment leases and loans, cell phone device payment plan receivables, global trade finance assets, rental cars, commercial and residential mortgages, cross border transactions, solar leases and power purchase agreements, synthetic risk transfers, money market fund investments and structured transactions in which banks and other clients seek advantageous treatment for accounting, regulatory capital or tax purposes.

Mr. Litwin also regularly represents several funds, reinsurance companies and other investors in their “alternative investments” (i.e., unusual assets or finance companies which are more difficult to fund in securitization or banking markets).

Recent important engagements have included:

 

  • Representing Bank of America Merrill Lynch as underwriters counsel in Verizon’s August 2016 ABS transaction backed by device payment plan receivables, the first-ever ABS transaction backed by cell phone contracts. Mr. Litwin has acted as underwriters counsel in all of the subsequent Verizon ABS transactions.
  • Representing Morgan Stanley as underwriters counsel in the first ABS offering backed by marketplace loans which included multiple funds securitizing loans in the same offering.
  • Representing Morgan Stanley as warehouse lender to Social Finance, Inc.
  • Representing VW Credit, Inc. in its 2016 $9 billion auto loan and lease warehouse facility.
  • The creation of TradeMAPS, the first multi-issuer trade finance securitization platform to enable banks and others to fund their trade finance portfolios in an off-balance sheet manner without supporting potential losses in the portfolios of other banks.The first transaction, TradeMAPS 2013-1, a securitization of Citibank and Banco Santander portfolios, was selected by IFLR as their 2013 “Deal of the Year.”
  • Assisting Santander Consumer USA, Inc. in the creation and financing of the Chrysler Capital platform, including its $5 billion warehouse financing facility,
  • Acted as initial purchasers’ counsel in the first-ever solar ABS deal to provide backleverage for tax equity.SolarCity was the sponsor and the initial purchasers were Bank of America Merrill Lynch and Credit Suisse.This deal was selected by IFLR as their 2015 “Deal of the Year.”
  • The creation of Straight-A Funding, LLC, the $60 billion asset-backed commercial paper conduit that saved the student loan industry during the financial crisis and enabled students to finance the 2009-2010 academic year when government guaranteed student loan backed ABS could not be sold.Straight-A Funding received support from the Department of Education and the Federal Financing Bank.
  • Creating the form customer agreement documentation for the TALF program (and representing many of the primary dealers in their customer agreement negotiations), and working on several of the first TALF transactions,
  • Several tender offers for and restructurings of student loan trusts with auction rate securities,
  • The first ABS offering in the US backed by Australian auto leases,
  • Representing Goldman, Sachs & Co. in the financing of Cerberus’s acquisition of Chrysler, the largest-ever use of asset-backed securities in any M&A transaction ($47 billion of the $60 billion financing),
  • The securitization of its floorplan loans originated by a heavy equipment manufacturer to dealers in “politically sensitive” countries, mostly in Latin America.

Mr. Litwin represents virtually every major bank and investment bank in at least some aspect of its business.  Mr. Litwin has regularly been ranked as one of the best securitization lawyers in the US by, among others, Chambers Global, IFLR, Best Lawyers in America, Who’s Who Legal and Euromoney.

Mr. Litwin was named “Securitization/Structured Finance Lawyer of the Year” for 2017, 2018 and 2019 by Best Lawyers.


Tram N. Nguyen is a partner in the Investment Management practice of Paul Hastings. Ms. Nguyen represents hedge funds, private equity funds, and other private funds on all aspects of fund formation, fund structuring and capital raising. She has experience representing asset managers in structuring hedge fund-linked notes and customized single-investor funds. Ms. Nguyen also advises financial institutions and investment advisers on U.S. regulatory requirements, including registration and reporting requirements.  Prior to joining Paul Hastings, Ms. Nguyen was a partner at a U.S. firm and was the Branch Chief of the Private  Funds Branch at the SEC Division of Investment Management in Washington, D.C. At the SEC, she worked on developing and implementing rules for hedge fund and private equity fund advisers under the Dodd-Frank Act and the JOBS Act.


As one of the co-chairs of Goodwin Procter’s debt capital markets group, James Barri represents issuers, underwriters, investors and sponsors in a variety of primary and secondary debt capital markets transactions, including issuances of secured and unsecured high yield, convertible and investment grade notes, tender and exchange offers and commercial paper programs.   In the last five years, Jim has advised clients in more than 80 private and public debt capital markets offerings with an aggregate value exceeding $35 billion, the net proceeds of which were used to finance LBOs, strategic acquisitions, refinancings and for general corporate purposes.  Jim has advised clients on debt capital markets offerings by a variety of issuers, including among others:  NIKE, Inc., Atlassian, Corporation plc, Guidewire Software, Inc., RingCentral, Inc., Okta, Inc., GTT Communications, Inc., Repligen Corporation, Inotek Pharmaceuticals, AMAG Pharmaceuticals, Medical Properties Trust Inc., VEREIT, Inc. and Gaming and Leisure Properties, Inc.


Tom is a member of Reed Smith's Financial Industry Group. The focus of Tom's practice is on the representation of financial services companies including mutual funds, exchange-traded funds (including ETFs that invest in commodities), insurance companies issuing fixed and variable annuities and life insurance, and financial firms offering a wide range of other types of financial products. His practice combines regulatory experience with an extensive knowledge of the mutual fund, ETF, commodity pool, variable contract and investment advisory industries.

Tom assists clients in navigating the complex regulatory requirements governing insurance and securities products, including the federal securities laws administered by the U.S. Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC), the rules of the Financial Industry Regulatory Authority (FINRA) and the National Futures Association (NFA), and state insurance laws and regulations.

Tom has represented financial service companies in a private practice for over fifteen years. Additionally, Tom was Vice President and General Counsel of the Insured Retirement Institute (IRI) (formerly, the National Association for Variable Annuities (NAVA)). He was responsible for IRI's regulatory affairs program and represented the industry in a number of significant regulatory matters, appearing before regulatory agencies including the SEC, FINRA and National Association of Insurance Commissioners.

In addition to private practice and serving as IRI's General Counsel, Tom was a staff member of the SEC in the Office of Disclosure and Investment Adviser Regulation and the Office of Insurance Products.

Representative Matters

  • Provide ongoing regulatory advice, under federal securities and commodities laws, to Teucrium Trading, a sponsor of commodity-related exchange traded funds (ETFs).
  • Advised client, sponsor of commodity-related exchange traded funds (ETFs), on all aspects of fund formation and registration, as well as for ongoing maintenance and regulatory compliance issues, as such funds are regulated by the SEC, CFTC, NFA and FINRA.
  • Represent major commodities-based ETF provider with structuring and SEC/CFTC/FINRA/NYSE registration and compliance procedure preparation.

Publications

  • "SEC Office of Compliance Inspections and Examinations Releases 2016 Exam Priorities," Private Funds Law Update, 18 February 2016Co-Author(s): Alexandra Poe
  • "SEC Announces 2016 Exam Priorities," Reed Smith Client Alerts, 15 January 2016Co-Author(s): Alexandra Poe
  • "SEC Sanctions Insurance Company for Variable Contract Pricing Violations," Reed Smith Client Alerts, 29 May 2015Co-Author(s): Peggy C. Heminger
  • "CFTC’s Final 'Harmonization' Rules: Shifting Sands in the ETF Competitive Landscape," Reed Smith Client Alert, 20 August 2013
  • "SEC Lifts Moratorium on Non-Leveraged, Actively Managed ETFs that Use Derivatives," Reed Smith Client Alert, 13 December 2012
  • "Exchange-Traded Funds," 42 The Review of Securities and Commodities Regulation 13, July 15, 2009
  • "Summary Prospectus Rule as it Applies to ETFs," The Investment Lawyer, May 2009
  • "Newly Adopted Summary Prospectus Form Tailored for Exchange-Traded Funds," The Investment Lawyer, April 2009
  • "Insurance: Responding to Regulatory Subpoenas," Counsel to Counsel, May 2005
  • "Sarbanes-Oxley Act of 2002: The Perfect Storm," NAVA Outlook, November/December 2002
  • "Gramm-Leach-Bliley Allows New Relationships Between Banks, Securities Firms, and Insurance Companies," Taxation of Financial Institutions, January/February 2001
  • "Mutual Fund and Variable Insurance Products Advertising," 50 The American Bar Association Business Lawyer 925, 1995Co-Author(s): Co-author

Speaking Engagements

  • 20 September 2016A Practical Guide to Complying with the DOL's New Fiduciary Rules
  • 28-29 January 2016Understanding Financial Products 2016, New York, New York
  • 6-7 January 2014Understanding Financial Products 2014, New York, New York"Mutual Funds, Closed-End Funds, BDCs and ETFs"
  • 12 September 2012iGlobal Forum 3rd Annual ETF Investing Summit "ETF Sector Performance Results for all Asset Classes"
  • 2010 and 2011PLI: Nuts and Bolts of Financial Products "Exchange Traded Funds/Exchange Traded Notes"
  • 7-9 June 2009NAVA Government & Regulatory Affairs Conference "Changes in Living Benefits and Other Product Evolutions"
  • 6-8 May 2009Investment Company Institute (ICI) General Membership Meeting "How Regulatory Requirements Impact the Competitive Balance Between Conventional ETFs and New Types of Commodities-Based ETFs"
  • 23-24 February 2009PLI: Nuts and Bolts of Financial Products "Exchange-Traded Products: How New SEC Rules May Tip the Competitive Balance"
  • 23-24 June 20082008 Investment Advisors’ Exchange Traded Funds Summit
  • 16-17 November 2006ALI-ABA Life Insurance Company Products Conference
  • 25-28 March 2007ICI & FBA—Mutual Funds and Investment Management Conference
  • 12-14 July 2006ACLI Compliance Section Annual Meeting
  • 26-28 June 2005National Association for Variable Annuities 2005 Compliance & Regulatory Affairs Conference

Employment History

  • 2012 - Partner -Reed Smith
  • 2011 - Partner - Sutherland Asbill & Brennan LLP
  • 1998 - Vice President and General Counsel, Insured Retirement Institute (formerly, the National Association for Variable Annuities)
  • 1994 - Associate - Sutherland Asbill & Brennan LLP
  • 1991 - Attorney - Adviser, Office of Disclosure and Investment Adviser Regulation U.S. Securities and Exchange Commission
  • 1989 -Associate - Goodwin Procter LLP

Education

George Washington University Law School, J.D.

George Washington University, MBA

Professional Admissions / Qualifications

District of Columbia

Massachusetts

Virginia


Chuck Walker is co-chair of Skadden’s Litigation Group in the Washington, D.C. office. Mr. Walker has substantial experience representing individuals and corporations in investigations by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the United States Department of Justice, and state regulatory agencies, and in conducting corporate internal investigations. He frequently represents clients in highly sensitive and complex regulatory enforcement matters such as those involving allegations of insider trading, misleading or incomplete disclosure, improper accounting and other forms of financial fraud. He also represents individual and corporate clients in parallel investigations conducted by both the Securities and Exchange Commission and the United States Department of Justice.

In addition to a number of recent corporate internal investigations on behalf of both audit committees and management, some of Mr. Walker’s notable engagements include successfully defending a bank holding company in connection with an SEC investigation of alleged financial statement fraud; the representation of a public company, its officers and employees in a concurrent SEC/U.S. Department of Justice investigation of alleged accounting fraud; and defending a foreign private issuer in a parallel SEC/U.S. Department of Justice inquiry relating to the issuer’s financial reporting and disclosure.

Mr. Walker rejoined Skadden after serving as securities commissioner for the state of Delaware from 1996 to 1999. Earlier in his career, he served as a deputy attorney general for the state of Delaware and special counsel for the Securities and Exchange Commission. Mr. Walker is a member of the firm’s Ethics Committee. He also serves on the firm’s Client Engagement and Diversity committees.

Mr. Walker has authored numerous articles on state and federal securities law issues and is the co-author of a leading guide on SEC procedure, The SEC Enforcement Process: Practice and Procedure in Handling an SEC Investigation (Bloomberg BNA, 2014).


Joyce Frost is partner and co-founder of Riverside Risk Advisors, an independent derivatives advisory firm in New York City. Her clients include private equity, real estate, corporate and specialty finance companies. She has over 25 years of experience in the derivatives markets, including interest rates, foreign currencies and equity.

Prior to founding Riverside in 2009, Joyce was a Senior Vice President of Cournot Capital Inc, a highly successful seller of credit protection sponsored by Morgan Stanley. In her capacity, Joyce assisted in ramping up a portfolio of over $25 billion in swap notional, securing triple AAA credit ratings from three agencies, issuing $250 million of rated Senior Debt, managing the short term investment portfolio, and facilitating the successful sale of Cournot to an affiliate of Magnetar Capital in 2008.

Prior to Morgan Stanley, Joyce was Head of Marketing for Chase’s newly formed Credit Derivatives Group. During her five year tenor, Joyce contributed to the development and execution of the bank’s first credit derivatives transactions, including total return swaps on the bank’s broadly syndicated loans, credit default swaps, off balance sheet financing vehicles and the market’s first synthetic CLO. During her tenure, Chase’s Credit Derivatives group was rated “Best in Credit Derivatives” by Global Finance Magazine and “Best in Credit Derivatives” by Derivatives Strategies Magazine, in addition to other premier industry recognitions. 

Joyce is Co-Editor of the Handbook of Credit Derivatives (McGraw Hill, 1999) and author of many articles published on the use of derivatives by corporations and other end-users. She has spoken at dozens of industry conferences throughout North and South America and Europe. 

She currently is Chair, Board of Directors of Excellence Community Schools, a charter school management organization holding six charters in New York and Stamford. She is Founding Chair and current VP, Board of Trustees of the Bronx Charter School for Excellence, one of the top rated charter schools in New York State, and on the Board of Directors of New York Cares, New York City's premier volunteer organization.

Joyce earned an MBA in Finance from the University of Chicago’s Booth School of Business and a B.S. in Finance from Indiana University’s Kelley School of Business.

Joyce has three children and lives with her family on the Upper West Side.


Richard Kahn joined the Sullivan & Cromwell as special counsel in Paris in 1998 and has been resident in New York since 2000. In recent years, he has focused on structured finance, liability management, structured notes, capital securities and securitization reform. He has advised on over 40 completed debt hybrid transactions for AIG, CapitalOne, JPMorgan Chase, PPL, Prudential Financial, Wells Fargo and other issuers; 10 completed common equity units transactions for AIG, Citigroup, MetLife, Morgan Stanley, and United Technologies and others; and 10 completed preferred equity units offerings for BNY Mellon, Goldman Sachs, Wells Fargo and others. He also advised Prudential Financial and Voya Financial on contingent liquidity facilities and Artisan Partners Asset Management on the Up-C restructuring for its IPO.
 
He advised ING Groep N.V. on its debut dollar-denominated Perpetual Additional Tier 1 Contingent Convertible Capital Securities in 2015, as well as on its risk transfer transaction with the Dutch State covering 80% of its €30 billion (approximately $40 billion) par value Alt-A RMBS portfolio in 2009 and on the restructuring of this transaction in connection with the 2012 sale of ING Direct to Capital One and initial public offering of Voya Financial. He has also advised BNY Mellon on the resecuritization of a portion of its RMBS portfolio.  In liability management, he has advised on tender and exchange offers and consent solicitations involving Aflac, AIG, Assurant, First Midwest, Goldman Sachs, Lincoln National, Popular, Prudential Financial, Regions Financial, SunTrust and Wells Fargo. He has also advised on remarketing transactions, including many involving innovative structures, for AIG, BNY Mellon, Goldman Sachs, PPL, SunTrust, Wells Fargo and other issuers. He works regularly with several leading international financial institutions on cross-border structured finance transactions and advises industry associations and other clients on risk retention and other aspects of securitization reform.
 
Based in Frankfurt and Paris from 1993 to 2000, Mr. Kahn worked on a variety of privatizations and other securities transactions.