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Fundamentals of Broker-Dealer Regulation 2018


Speaker(s): Andrew J. Shipe, Brandon A. Hill, Brent A. Burns, Cece Baute Mavico, Clifford E. Kirsch, David W. Blass, Frank J. Cuccio, G. Philip Rutledge, Joseph J. Sheirer, Lanny A. Schwartz, Meredith Cordisco, Richard W. Berry, Stephanie Nicolas, Susan S. Krawczyk
Recorded on: Jul. 23, 2018
PLI Program #: 219239

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


Richard W. Berry is Executive Vice President and Director, Office of Dispute Resolution.

Prior to serving in this capacity, Mr. Berry was Senior Vice President, Dispute Resolution. In that role, he oversaw the four regional offices—New York, Boca Raton, Chicago and Los Angeles—and the New York Case Administration unit.

Mr. Berry joined FINRA, then NASD, in 1995 as head of Dispute Resolution's Los Angeles satellite office. In 2001, he was named Director of Case Administration in the New York City office. Mr. Berry serves as Executive Champion of FINRA’s Toastmasters Clubs.

Prior to joining FINRA, he taught American law for one year in Budapest. Mr. Berry began his career practicing law in San Francisco. He is a graduate of the University of California at Santa Barbara and Hastings College of the Law. Mr. Berry is a member of the California Bar.


Cece is a managing attorney in LPL’s Compliance, Legal, and Risk organization, specifically the Head of Regulatory Inquiries & Strategy.  She and her team are responsible for representing the firm in complex regulatory matters and advising on regulatory strategy.  She is located in LPL Financial’s Fort Mill office. 

Prior to joining LPL Financial in 2015, Ms. Mavico was in private practice where she focused on securities regulatory and enforcement matters and was a senior regulatory specialist with the NASD in Washington, DC.  Ms. Mavico started her career in the financial services industry in compliance and supervisory roles and held various securities and insurance licenses.  Ms. Mavico received a Bachelor of Science in Finance from Trinity University and a Juris Doctor from American University, Washington College of Law.  She is a member of the New York, District of Columbia and Texas Bar Associations.


Mr Rutledge is a partner of Bybel Rutledge LLP, Harrisburg, PA where his practice focuses on corporate and securities law, regulation of financial intermediaries and regulatory representation.  He is a nationally recognized expert in securities regulation and was instrumental in shaping various provisions of the Securities Markets Improvement Act of 1996, the Gramm-Leach-Bliley Financial Modernization Act of 1999 and the Sarbanes-Oxley Act of 2002. He has served as an expert witness for the Pennsylvania Office of Attorney General and has prepared expert opinions and testified as a securities expert before the U.S. Senate Permanent Subcommittee on Investigations, in FINRA arbitrations and in civil litigation.

Mr. Rutledge has taught securities regulation at Widener University School of Law, The Dickinson School of Law of the Pennsylvania State University and the FINRA Compliance Certificate Program at The Wharton School, University of Pennsylvania.  He currently holds an appointment as a Tutor, Centre for Financial and Management Studies, University of London. In 2015, he was appointed Visiting Professor in Securities Law and Regulation in the LLM Program at BPP University, London.  He routinely is a guest lecturer at the Cambridge International Symposium on Economic Crime held at Jesus College, University of Cambridge, England.

He writes extensively in his area, most recently contributing chapters on State Regulation of Broker Dealers and State Regulation of Investment Advisers for the Practising Law Institute’s  multi-volume Treatise on Broker-Dealer Regulation and Investment Adviser Regulation, respectively.  He also is the author of books on Electronic Markets and Civil and Administrative Liability under Pennsylvania Securities Law and has written chapters for The Sarbanes-Oxley Handbook, The Fiduciary, the Insider and the Conflict, and International Tracing of Assets.  His legal articles have appeared in the Banque de France Financial Stability Review, ABA Business Lawyer, Journal of European Financial Services Law, The Dickinson Journal of International Law, Journal of Financial Crime and The Company Lawyer.

Mr. Rutledge is a member of the Securities Regulation Advisory Committee for the American Law Institute and the Securities Advisory Committee of the Pennsylvania Department of Banking and Securities.  He also served on the Board of Editors of the ABA Business Lawyer.   For the past five years, he has been named in The Best Lawyers in America and, in 2015, was named “Lawyer of the Year” in Central Pennsylvania for his expertise in securities and securities regulatory matters.

He is a member of the Council of the Business Law Section of the Pennsylvania Bar Association and is Chair of its Securities Regulation Committee.  In 2009, he received the Freedom of the City of London in the Worshipful Company of Pattenmakers. In 2010, he was appointed to the Editorial Advisory Board of the Centre for Business Law, University of the Free State, in the Republic of South Africa.


Stephanie Nicolas is a Partner in WilmerHale’s Securities Department, and a member of the Broker-Dealer Compliance and Regulation Group.  Ms. Nicolas has extensive experience handling a broad range of broker-dealer regulatory and enforcement issues and conducting internal reviews and compliance audits.  She works with major investment banking firms and other financial institutions to develop policies and procedures for a range of broker-dealer activities and issues, including conflicts of interest and information barriers, regulatory reporting and technology, firm-wide supervision, capital markets, research, trading, and sales practice issues.  Ms. Nicolas received her JD, magna cum laude, Order of the Coif, from Georgetown University Law Center, 1999, and her BA from Brown University, 1994.


Andrew J. Shipe joined Arnold & Porter after service with the Securities and Exchange Commission and the Commodity Futures Trading Commission. He concentrates his practice on the regulation of securities and derivatives brokers and asset managers. Mr. Shipe’s work includes counseling on new products and lines of business, compliance with self-regulatory organization rules, and the qualifications of personnel. He regularly counsels financial institutions from Europe and Latin America as to doing business in the United States. He also advises exchanges and trade execution platforms on compliance with the US securities and derivatives laws.

Mr. Shipe is a graduate of the Georgetown University School of Foreign Service and the Fordham University School of Law.


Brandon Hill is a Senior Counsel in the Office of Chief Counsel, Division of Trading and Markets, where he focuses on broker-dealer registration status issues, enforcement investigations, cryptocurrency and digital assets, cybersecurity and exchange-traded products.  Prior to joining the Division of Trading and Markets, Mr. Hill served in the Division of Corporation Finance reviewing registration statements, annual reports and other periodic and transactional filings for issuers in the telecommunications and for-profit education industries.  Prior to joining the SEC, Mr. Hill was in private practice in Washington, D.C. and Seattle, WA focusing on public and private company mergers and acquisitions, public company regulatory compliance and private equity.  Mr. Hill obtained his law degree from Harvard Law School and his undergraduate degree from Howard University.


Brent Burns started his own firm in 2008 and has focused his practice on the financial services industry. Brent represents individual and institutional investors in claims involving breach of fiduciary duty, breach of contract, negligence, fraud, suitability, unauthorized trading and churning.

Brent also regularly represents representatives in FINRA Regulatory and FINRA Enforcement Division investigations, employment disputes, bonus disputes, and partnership agreement negotiations.

He also has extensive experience representing both employers and employees regarding recruiting practices and litigation, specifically:

  • Advising brokers of best practices to avoid litigation before they resign;
  • Negotiating on behalf of brokers with new prospective employers;
  • Advising brokers regarding their employment contracts and non-competition/non-solicitation agreements;
  • Advising brokers and negotiating the resolution of outstanding promissory notes;
  • Negotiating U5 language and responding to Rule 8210 Letters;
  • Advising broker-dealers on best practices when hiring a prospective broker; and   
  • Obtaining temporary restraining orders against former employees preventing them from using employer's trade secrets or defending against such actions

Brent has performed internal investigations of several stock loan departments and has represented firms and their current and former employees in related FINRA investigations.

Brent is a member of the Securities Litigation and Arbitration Committee of the New York State Bar Association (NYSBA), the Public Investors Arbitration Bar Association (PIABA) and the New York City Bar Association.

Brent is a frequent lecturer. He guest lectures each year at the St. John’s Law School Securities Arbitration Clinic and has spoken at several NYSBA and PIABA continuing legal education programs. He has also appeared on CNBC’s Closing Bell and has been quoted many times in the Wall Street Journal, On Wall Street, Investment News, Reuters and other publications.

Prior to starting his own firm, Brent worked at a boutique firm for the former head of litigation at PaineWebber, at a one-hundred attorney firm in Chicago, and as in-house counsel at Prudential Securities. Brent gained additional experience as an equities trader and has held Series 7, 55 and 63 licenses.


David Blass is a Partner in Simpson Thacher & Bartlett LLP’s Investment Funds Practice. David is a leading regulatory lawyer in the funds industry and has advised on matters involving innovative registered funds products, Investment Advisers Act compliance, SEC examination and enforcement matters, and broker-dealer regulatory compliance.

Prior to joining Simpson Thacher, David served as General Counsel of the Investment Company Institute (ICI), where he was responsible for the full range of legal and regulatory matters affecting the asset management industry, including investment company, capital markets, pension and tax issues.

Before joining ICI, David held a number of senior positions for over a decade at the Securities and Exchange Commission. From 2011 to 2014, David was Chief Counsel and Associate Director of the SEC’s Division of Trading and Markets. In that role, David led a team of 45 attorneys responsible for legal and policy decisions on matters affecting the securities markets and broker-deals generally, and the private equity industry specifically. In that role, he authored several no-action letters, including an important letter for M&A brokers. Before that, he was the Associate General Counsel, advising the SEC Chair and Commissioners on legal policy matters for the agency’s asset management, trading and markets, examination and international programs. Previously, as Assistant Director in the SEC’s Division of Investment Management, he managed the office in charge of investment adviser regulation, which included private fund advisers. David has also spent time in private practice, having worked at two other international law firms.

David has a strong reputation as a thought leader and speaker. David has advocated for the asset management industry before countless domestic and international regulators, and he has testified on industry’s behalf before Congress. He is a sought-after speaker in asset management and broker-dealer conferences. He has written and delivered speeches outlining broker-dealer issues on transaction fees for the private equity industry and rulemaking impacting the asset management industry, including private funds and their advisers and the recent SEC suite of rulemakings targeting asset managers and funds.

David received his J.D. from Columbia University School of Law and his B.A. from the University of Alabama. David is admitted to practice in New York and the District of Columbia.


Frank J. Cuccio is a Principal at Bressler, Amery & Ross, P.C. and primarily works in the firm’s New Jersey office. Frank represents many types of clients from large institutions to individuals in the financial services industry. He started in the financial services industry in 1986 and has more than a decade of in-house experience with several nationally recognized brokerage firms. He was a registered representative, supervised teams in brokerage operations, and has been General Counsel for two trading firms. Frank has litigated numerous matters, handled regulatory investigations, negotiated business and employment contracts, and has dealt with many forms of transactional and operational issues.

Frank is currently the First Vice Chair of NJSBA Securities Committee as well as on the faculty of the Practicing Law Institute. He is a member of the SIFMA Compliance and Legal Society, the Securities Sub-committee of the American Bar Association’s Litigation Section, the National Society of Compliance Professionals and the New Jersey Defense Association.


Joseph J. Sheirer is the Director of FINRA’s New Jersey District Office. Mr. Sheirer oversees the Surveillance, Cycle Examination, and Cause Investigation Programs for member firms and associated persons located in New Jersey and New York (outside of the five boroughs of New York City and Long Island). Mr. Sheirer previously developed and oversaw FINRA’s national Membership Application Program group and worked in varying capacities in a number of other FINRA departments including Risk Oversight & Operational Regulation, Continuing Education, Testing, and Qualifications & Registration. Mr. Sheirer is a graduate of Brooklyn Law School and Drew University and is a member of the Bars of the States of New York and New Jersey.


Lanny Schwartz is Chief Regulatory Officer of the Municipal Securities Rulemaking Board, where he oversees rulemaking activities and regulatory policy development.

Before joining the MSRB, Mr. Schwartz spent more than a decade as a partner at Davis Polk & Wardwell LLP, where he provided regulatory counsel to broker-dealers, banks, swap dealers, securities exchanges and others.

From 1999 to 2005, Mr. Schwartz served as executive vice president and general counsel at the Philadelphia Stock Exchange. Earlier, he was managing director and counsel for Bankers Trust Company and worked as an associate at Cleary, Gottlieb, Steen & Hamilton and Coudert Brothers.

Mr. Schwartz is the author of many articles on broker-dealer and market regulation and is a frequent speaker and panelist at industry conferences, as well as a former adjunct faculty member at the Columbia University Law School.

Mr. Schwartz earned a bachelor’s degree from the University of Pennsylvania and a law degree from the New York University School of Law.


Meredith Cordisco is Associate General Counsel with FINRA’s Office of General Counsel. In this capacity, she provides legal guidance on policy initiatives, rule changes and interpretations in various areas, including regarding new issues and spinning, private securities transactions and outside business activities. Before joining FINRA in 2015, Ms. Cordisco was counsel in the Securities Litigation and Enforcement group at WilmerHale, where she focused her practice on complex securities enforcement investigations. Ms. Cordisco received her B.S., summa cum laude, in International Business and French from Mount St. Mary’s University in Emmitsburg, Maryland, and her J.D., summa cum laude, and M.B.A., cum laude, from Villanova University. Following her studies, Ms. Cordisco clerked for the Honorable Eduardo C. Robreno on the U.S. District Court for the Eastern District of Pennsylvania.


Susan Krawczyk is a partner with the law firm Eversheds Sutherland (US) LLP. Susan advises clients regularly on distribution and wholesaling arrangements for both public and private securities offerings, including incentive, non-cash compensation and marketing support arrangements. Susan has particular experience with firms involved in the sale and distribution of investment products and programs in the registered investment adviser context (i.e., the RIA channel) and retirement plan markets.