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Advanced Swaps & Other Derivatives 2018


Speaker(s): Amanda Olear, Barry Taylor-Brill, Carol McGee, Clive Ansell, Dan M. Berkovitz, Debra W. Cook, Don J. Macbean, Don Thompson, Douglas E. Harris, Frank N. Fisanich, Gabriel D. Rosenberg, Gary Barnett, Geoffrey B. Goldman, Jamila A. Piracci, John S. Servidio, Joseph D. Sanguedolce, Joshua Beale, Joshua D. Cohn, Kathryn M. Trkla, Kenneth M. Raisler, Knox McIlwain, Laura Astrada, Locke R. McMurray, Mark H. Leeds, Matthew K. Kerfoot, Michael S. Sackheim, Peter Y. Malyshev, Peter A. Kals, Rita M. Molesworth, W. Graham Harper, Wenchi Hu, William Thum
Recorded on: Oct. 23, 2018
PLI Program #: 219325

PRACTICE

Rita M. Molesworth is a partner in the Corporate & Financial Services Department and a member of the firm’s Asset Management, Regulatory and Capital Markets Practice Groups. She is Co-Chair of the firm’s Financial Institutions/Regulatory Practice Group. Ms. Molesworth is active in advising clients on the implementation of the Dodd Frank Act and has substantial experience with the Commodity Exchange Act and U.S. securities laws applicable to hedge funds.

Ms. Molesworth advises commodity pool operators, commodity trading advisors, investment advisers, hedge fund managers, futures commission merchants and other businesses on futures and other derivatives and general corporate and securities law matters.

Ms. Molesworth is active in assisting clients in U.S. and non-U.S. offerings of public and private commodity pools and hedge funds employing standalone and master-feeder structures. She also assists clients with derivatives (Commodity Exchange Act) and securities regulatory compliance. She also advises clients on CFTC and NFA requirements with respect to privacy and cybersecurity.

Chambers USA (2018) ranks Ms. Molesworth among the leading individuals practicing in the area of Investment Funds: Hedge Funds in the United States. Her deep experience has also been recognized by Expert Guides (2015) and The International Who's Who of Private Funds Lawyers, where she has been named as being among the world’s leading lawyers for private funds. Ms. Molesworth is recognized in The Best Lawyers in America for hedge funds law.

SELECTED PROFESSIONAL AND BUSINESS ACTIVITIES

Ms. Molesworth serves as Chair of the ABA's Derivatives and Futures Law Committee. She is a member of the New York City Bar's Committee on Futures and Derivatives Regulation and served as its Chair from 2003 to 2006 and its Secretary from 1997 to 2003. Ms. Molesworth is a past member of the New York City Bar’s Private Investment Funds and Energy Committees. Ms. Molesworth has served on the Executive Committee of the Law & Compliance Division of the Futures Industry Association, is a member of the Board of Editors of the Futures and Derivatives Law Report and a member of the Managed Funds Association’s CTA/CPO Forum and its Outside Counsel Forum. She publishes articles and is a regular speaker on educational panels with respect to derivatives and investment management issues. Ms. Molesworth is also a lecturer at Columbia Law School, where she teaches Derivatives Law and Regulation.

PRIOR EXPERIENCE

Ms. Molesworth has significant prior experience in the futures industry having worked at the National Futures Association as well as with energy trading companies on the trading floor of the New York Mercantile Exchange.

BAR ADMISSIONS

Ms. Molesworth is admitted to the Bar of the State of New York and was a member of the New Jersey Bar from 1995 to 2016.

EDUCATION

Ms. Molesworth received a JD from Seton Hall University in 1995, and a bachelor’s degree in accounting from the University of Massachusetts in 1984.

SELECTED SIGNIFICANT MATTERS

  • Advised a major hedge fund manager on the redomiciliation of its suite of funds from one jurisdiction to another.
  • Ongoing representation of commodity pool operator and commodity pools offered by a large financial services institution.
  • Assist numerous clients in classifying whether the instruments they trade are swaps subject to regulation by the CFTC or security-based swaps subject to regulation by the SEC.
  • Assist numerous commodity pool operators and commodity trading advisors in determining whether they will have to register with the CFTC as a result of the rescission by the CFTC of a widely used registration exemption.
  • Assist numerous hedge fund managers with registration with both the SEC and the CFTC and provide assistance with all aspects of ongoing compliance and reporting (Forms PF, CPO-PQR, etc.).


Amanda Olear is Associate Director in the Managed Funds and Financial Requirements Branch in the Division of Swap Dealer and Intermediary Oversight (DSIO) at the Commodity Futures Trading Commission (CFTC).  Ms. Olear has worked at the CFTC since 2007 and has focused on the operations of commodity pool operators and commodity trading advisors.  She has served as the Rulemaking Team Lead for the CFTC’s recent rulemakings amending CFTC regulations 4.5 and 4.13, adopting Forms CPO-PQR and CTA-PR and harmonizing compliance obligations for commodity pool operators of registered investment companies.  Ms. Olear regularly advises members of the public regarding the application of Part 4 of the CFTC’s regulations.

Ms. Olear received her J.D., with honors, from the University of Maryland School of Law in 2004, where she was inducted into the Order of the Coif.


Barry Taylor-Brill is Senior Vice President & Assistant General Counsel at Wells Fargo & Company where his legal team covers derivatives and foreign exchange products across asset classes, including fixed income, currency, credit, equity, municipal and commodity derivatives and physicals. He was Senior Vice President and Deputy General Counsel at Wachovia Corporation prior to its merger with Wells Fargo, and was derivatives counsel with First Chicago Corporation from 1983 until 1995. Mr. Taylor-Brill has been a member of the documentation committee of the International Swaps & Derivatives Association since its inception in 1984 and helped draft the ISDA Master Agreements (and related Credit Support Annexes).

Mr. Taylor-Brill holds an A.B. degree, summa cum laude, from the University of Illinois and a J.D. from Northwestern Pritzker School of Law. He was a faculty speaker for the Practising Law Institute’s swaps program from 1985-2000, and has authored several articles on derivatives.


Carol McGee is the head of the Office of Derivatives Policy in the SEC’s Division of Trading and Markets.  In that role she directs rulewriting and other implementation projects relating to Title VII of the Dodd-Frank Act and the regulation of security-based swaps under U.S. law.  She also provides interpretive advice on the regulatory treatment of novel derivative products under the Exchange Act, and administers the new product provisions contained in the Dodd-Frank Act.  In addition, Ms. McGee is a part of the cross-divisional and interagency teams responsible for the Volcker Rule. 

She was previously a Partner at Alston & Bird LLP and the co-leader of its securities practice group.  Ms. McGee also served as Deputy Chief Counsel in the SEC’s Division of Corporation Finance.  Ms. McGee holds a J.D. from the University of Virginia, an M.Phil from the University of St. Andrews and a B.A., magna cum laude, from Wellesley College.


Clive Ansell is currently Head of Market Infrastructure and Technology at ISDA and is based in London.  Mr. Ansell joined ISDA in November 2008 with primary responsibility for Equity Derivatives and has had subsequent roles overseeing data and reporting implementation under EMIR and confirmation processing compliance as well as providing general trading and post trade processing support across all asset classes.

In his current role, Mr. Ansell is responsible for developing and administering ISDA’s strategy on market infrastructure, technology and operations, including the association’s engagement with new and existing technologies and solution providers. Prior to joining ISDA, Mr. Ansell spent a number of years managing various confirmation teams across Credit and Interest Rate Derivatives at UBS, Morgan Stanley and HSBC.

 


Dan M. Berkovitz was nominated by President Trump to serve as a Commissioner of the Commodity Futures Trading Commission on April 24, 2018. He was unanimously confirmed by the Senate on August 28, 2018 and sworn into office on September 7, 2018 for a five-year term expiring in April 2023.

Prior to his appointment, Mr. Berkovitz was a partner and co-chair of the futures and derivatives practice at the law firm of WilmerHale. He also was an Adjunct Professor at Georgetown University Law School, and vice-chair of the American Bar Association Committee on Futures and Derivatives.

Mr. Berkovitz served as General Counsel of the CFTC from 2009-2013. While serving in this role, he was the agency’s Deputy Representative to the Financial Stability Oversight Council (FSOC). Before the CFTC, Mr. Berkovitz was a senior staff lawyer for the U.S. Senate Permanent Subcommittee on Investigations. He also served as Deputy Assistant Secretary in the Department of Energy’s Office of Environmental Management.

Mr. Berkovitz obtained an A.B. in Physics from Princeton University and a J.D. from the University of California, Hastings College of the Law. He is married to Michelle and they have two children, Zoe and Eli.


Debra W. Cook is Managing Director and Deputy General Counsel of The Depository Trust & Clearing Corporation (DTCC). Her primary areas of responsibility include supporting the services of the OTC derivatives businesses globally.

Debra joined DTCC in 2005 upon the establishment of its Tampa office. Prior to that, she served as Counsel at Citigroup, starting at Solomon Inc, where she advised over-the-counter derivatives and foreign exchange trading businesses. Prior to working at Citigroup, Debra was an attorney for the Federal Reserve Bank of New York.

Debra received a B.A. from the College of William and Mary and her J.D. from the Washington College of Law at American University.


Don Thompson is generally recognized as a leading expert on derivatives documentation and regulatory issues. He has been active in the documentation projects of the International Swaps and Derivatives Association (ISDA) since its formation, and was heavily involved in industry advocacy efforts concerning Title VII of the Dodd-Frank financial reform law as well as its implementation at JPMorgan Chase & Co. Until his retirement in 2016, Don served as Managing Director and Associate General Counsel at JPMorgan.  Since 1985, he has represented JPMorgan in its full range of derivatives activities, with a focus on regulatory, documentation and litigation matters.  At various points in his 30 plus year career at JPMorgan, Mr. Thompson has:

Served as Co-Head of the Derivatives and Regulatory Reform Practice Groups in the Legal Department of JPMorgan's Investment Bank

Served as Co-Chair of the ISDA Documentation Committee and worked on many ISDA documentation standardization efforts, including the 1992 and 2002 versions of the ISDA Master Agreement and various iterations of the ISDA Credit Derivatives Definitions

Been a frequent speaker at industry conferences and events relating to derivatives issues, including those sponsored by ISDA, SIFMA and the Practicing Law Institute

Testified before U.S. Congressional Committees on Dodd-Frank and derivatives issues, including hearings before the House Agriculture Committee, the House Committee on Financial Services and the Senate Banking Committee

Served as Co-Chair of JPMorgan's North American Reputation Risk Committee, which reviews sensitive Investment Bank transactions

Been deposed as an expert witness in a number of litigations involving derivatives closeouts of major counterparties

Served on the Board of Directors and the Executive Committee of the Board of the National Futures Association (NFA) and on the Swap Dealer Advisory Committee to the NFA

Mr. Thompson graduated from The State University of New York at Stony Brook in 1978 with a BA (double major in Economics and Political Science) and in 1981 with a JD from Harvard Law School.  He is admitted to practice law in the State of New York.


Douglas E. Harris is a Managing Director at Promontory Financial Group where he advises clients on regulatory matters involving risk management, compliance, investment products, derivatives, and capital markets. He also counsels financial services companies on general corporate governance, internal controls, and strategic advisory matters. He has considerable experience with the regulatory and compliance issues associated with trading, clearing, and capital markets activities, having served as senior deputy comptroller for capital markets at the Office of the Comptroller of the Currency, and as general counsel of a futures commission merchant and a designated-contract-market and derivatives clearing organization.

Immediately prior to joining Promontory, Doug was the general counsel and chief operating officer of BrokerTec Futures Exchange and BrokerTec Clearing Co. He has also served as senior deputy comptroller for capital markets at the Office of the Comptroller of the Currency, where he was responsible for the regulation and supervision of national bank capital markets activities, including trading, dealing, and investing in derivatives and emerging markets instruments, as well as the development of risk management policies and guidelines. Doug was the principal draftsperson of OCC Banking Circular 277, “Risk Management of Financial Derivatives,” the first bank regulatory guidance on managing the risks associated with derivatives, capital markets, and trading activities. He also served on the inter-agency task force on bank-related derivatives activities and as senior staff member of the president’s working group on financial markets. Prior to his time at the OCC, Doug served as assistant general counsel of JPMorgan and general counsel of JPMorgan Futures Inc. 

Doug is also a public director of the National Futures Association, the self-regulatory organization of the U.S. derivatives industry, where he serves on the Executive Committee, the Audit Committee and the Compliance & Risk Committee.

Doug received his A.B. (with honors) from Harvard College and his J.D. from Harvard Law School.


Gabriel D. Rosenberg is a partner in Davis Polk’s Financial Institutions Group and a member of the firm’s Regulatory Enforcement and Investigations and Trading and Markets practices. He advises financial institutions, corporations and industry groups on all aspects of financial regulatory issues, ranging from the impact of financial regulatory reform on business strategy to implementation challenges to enforcement and supervision.

Mr. Rosenberg advises on subjects including derivatives regulation, the Volcker Rule, capital and liquidity requirements and resolution planning. His practice also involves the use of technology to help market participants understand and comply with regulatory obligations and the impact of financial regulatory reform.

In addition to his full-time practice, Mr. Rosenberg is a frequent writer, commentator and lecturer on financial regulatory reform issues.  He is co-editor of the first comprehensive treatise on the new swap regulatory regime and has held academic appointments at Yale Law School, the Haas School of Business at U.C. Berkeley and the Yale School of Management.


Gary Barnett is the founder and CEO of Digital Capital Markets, LLC, an SEC registered broker-dealer and FINRA member.

Mr. Barnett is a former Deputy Director in the Division of Trading and Markets at the U.S. Securities and Exchange Commission, where he was responsible for (i) broker-dealer oversight, including capital, margin and segregation rules, governance and risk management; (ii) derivatives policy; (iii) certain trading practices; and (iv) Volcker.

Prior to joining the SEC, Mr. Barnett was the Commodity Futures Trading Commission’s Director of the Division of Swap Dealer and Intermediary Oversight. There he established the swap dealer registration and compliance programs, led the responses to the FCM and RFED crises following MF Global, including the reorientation of the exam program and the creation and adoption of the FCM customer protection rules, and formed DSIO’s CPO/CTA team and led many of its key initiatives.

Before joining the CFTC in 2011, he was a partner and head of the U.S. Derivatives and Structured Finance Practice Group at Linklaters LLP. Prior to Linklaters, he was a partner and co-head of the Securitization and Derivatives Practice at Shearman & Sterling LLP.

Mr. Barnett was an adjunct professor of law and taught Derivatives Regulation at Cornell Law School from 2012 through 2015, chaired PLI’s annual conference on New Developments in Securitization from 1995 through 2010, is co-Chair of the PLI annual conferences on fundamental and advanced swaps and other derivatives, and is a member of the New York, California and Oklahoma bars. 

 


Geoffrey B. Goldman is a partner in the New York office of Shearman & Sterling LLP.  Mr. Goldman’s practice focuses on derivatives, structured products and financial regulation.  He has extensive experience with structuring and documenting over-the-counter derivatives transactions, particularly credit and equity derivatives.  He has represented clearinghouses, trading facilities, repositories and other infrastructure providers for derivatives transactions and has advised industry groups in developing industry-standard documentation for derivative products.  He regularly provides advice with respect to commodities, securities and other regulatory issues related to derivatives and other financial products.

Mr. Goldman also has broad experience representing issuers and underwriters of synthetic and cash-flow collateralized debt obligation transactions.  He has advised clients on structuring public and private commodity pools.  Clients include major U.S. and foreign financial institutions, clearing organizations and trading facilities, derivatives infrastructure providers, corporate users of derivatives, hedge funds and industry groups.

Education

Columbia Law School, J.D., 1996
Stanford University, A.B., 1993

Bar Admissions/Qualifications

New York


Graham Harper is a partner at Delta Strategy Group, a regulatory consulting and advocacy firm based in Washington, DC, that focuses primarily on the CFTC, SEC, and Congress.  The firm represents a variety of financial services clients, including exchanges, energy and agribusiness companies, trade groups, financial services firms, investment funds, and Fortune 500 companies in connection with key regulatory reforms and financial legislation. As a partner, Graham works with senior management, legal, and business personnel within client firms to identify regulatory issues, advises on the creation a strategic approach to resolve issues, and advocates on behalf of clients to regulators and Members of Congress.

Prior to joining Delta Strategy Group, Graham worked in the CFTC Chairman’s office responsible for the agency’s interactions with Congress and other financial regulatory agencies, including updates to international regulators about the status of regulatory reform efforts in the US, and served on an internal CFTC task force to review market events associated with the financial crisis.  Having previously served on the staffs of both the Senate Agriculture and Appropriations Committees on derivatives policy issues, Graham was detailed back to the Senate to work on the Congressional response to the 2008 financial crisis, which was ultimately enacted as the “Dodd-Frank Act.”  Graham joined Delta Strategy Group in November of 2009.


John Servidio is a partner in Goodwin’s Real Estate Industry group and a member of its Capital Markets practice. Mr. Servidio represents banks, investment funds and issuers in structuring corporate derivative, equity and equity-linked capital market transactions. He assists clients with hedging structures involving equity, interest rate, foreign currency, energy and commodity derivatives. He also advises dealers, asset managers and corporate clients on resolving issues related to the Dodd-Frank Act, as well as Commodity Futures Trading Commission (CFTC) and Securities and Exchange Commission (SEC) rules and regulations. In addition to transactions involving traditional securities and derivatives, Mr. Servidio advises clients on structuring investments in digital asset (cryptocurrency), distributed ledger (blockchain) and other financial technologies. 

Prior to joining Goodwin in 2018, Mr. Servidio was a partner at Winston & Strawn. His previous industry experience includes serving as assistant general counsel at a major bank and as an attorney in the legal department of another large investment banking firm. Before law school, Mr. Servidio was an analyst in the real estate group at a large commercial bank. He is a frequent author and speaker on swaps, derivatives and regulatory challenges facing banks and other financial institutions.


Josh Beale is an Associate Director in the Division of Swap Dealer and Intermediary Oversight of the Commodity Futures Trading Commission.  Josh’s primary responsibilities include capital, margin, segregation, and financial reporting requirements for futures commission merchants, swap dealers, major swap participants, and introducing brokers.

Josh joined the Commission in 2012 and has worked on several intermediary and self-regulatory organization compliance matters, including the proposed swap dealer and major swap participant capital and financial reporting rule.  Josh spent several years in public and internal accounting prior to joining the Commission.


Josh Cohn provides derivatives dispute advisory and expert witness services.

Josh retired in 2016 as Partner and head of Mayer Brown’s US Derivatives & Structured Products practice and co-leader of the global Derivatives & Structured Products practice.  He concentrated his practice on derivatives, having extensive experience as US counsel to the International Swaps and Derivatives Association (ISDA), and representing dealers and end-users in a wide range of transactions.

Josh’s positions in years prior included, Partner, Allen & Overy, Derivatives Counsel, Cravath, Swaine & Moore and Senior Vice President and General Counsel, DKB Financial Products, Inc.

Josh has been listed for derivatives law in The Best Lawyers in America, IFLR 1000 and The Legal 500.  Josh has been ranked band 1 in Chambers USA since 2008, having been characterized in  the years since as “a derivatives oracle,” “ luminary” and “doubtless one of the best derivatives lawyers in the world.”

Josh is on the P.R.I.M.E. Finance Panel of Recognized International Market Experts in Finance.


Kathryn M. Trkla is a partner at Foley & Lardner LLP. She works on a variety of matters for futures commission merchants and securities brokerage firms, institutional investors, professional trading firms, commercial hedgers, domestic and foreign exchanges, clearing houses, and other clients. Ms. Trkla has close to 35 years’ experience in the derivatives and securities industries, including 11 years with the Chicago Board of Trade (CBOT) where she was senior vice president and associate general counsel before joining Foley in 2000. She is a member of the firm’s Securities, Commodities & Exchange Regulation Practice within the Securities Enforcement & Litigation Practice, and the firm’s Blockchain Task Force and Business Law Department.

Ms. Trkla’s experience ranges from representing clients on matters before the Commodity Futures Trading Commission, Securities and Exchange Commission and self-regulatory organizations; analyzing regulatory proposals; counseling clients on the implications of legislative and rule changes; and providing general regulatory counsel. Her deep experience and background qualify her to provide a broad and unique perspective on the issues and regulations facing the financial markets and market participants.

Ms. Trkla is a Vice Chair of the ABA Derivatives & Futures Law Committee, Co-Chair of the ABA Part 190 Subcommittee (which developed and submitted to the CFTC comprehensive proposed amendments to the CFTC Part 190 Commodity Broker Bankruptcy Rules), and Chair of the ABA Innovative Digitized Products and Processes Subcommittee. She is a recent past member of the FIA Law & Compliance Division Executive Committee. She has written on diverse matters ranging from regulation of derivatives markets and derivatives clearing, to commodity broker bankruptcies. She is a frequent speaker on those topics on continuing legal education panels at PLI, ABA and FIA events.

Ms. Trkla received her J.D. from Northwestern University School of Law and her B.A. from the University of Chicago. 


Kenneth Raisler is head of Sullivan & Cromwell’s Commodities, Futures and Derivatives Group. The Group is responsible for a full range of regulatory, transactional and litigation advice in the commodities, securities and banking areas to its brokerage, investment banking, banking and commercial clients.

Mr. Raisler was an assistant U.S. attorney for the District of Columbia from 1977 to 1982 in the Criminal and Civil Divisions. He then joined the Commodity Futures Trading Commission as deputy general counsel and was the general counsel of the Commission from 1983 to 1987. Mr. Raisler is the past chairman of the ABA Derivatives and Futures Law Committee from 2015-2017. Mr. Raisler was the chairman of the New York City Bar Committee on Futures Regulation from 1988 to 1991. He was a member of the Working Group of The Group of Thirty Derivatives Project. Since 1992, he has been a member of the board of directors of the Futures Industry Association. He also served as a member of the board of directors of the Managed Funds Association. Mr. Raisler is a member of the board of trustees of NYU School of Law and chair of the board’s Development Committee.

Education

1976, New York University School of Law, J.D.

1973, Yale University, B.S.


Knox McIlwain’s practice focuses on the regulation, resiliency and resolution of financial institutions, particularly global systemically important banks.

With experience in a broad array of financial company resolution regimes and related regulatory frameworks in the U.S., Europe and elsewhere, Knox helps clients with global business models navigate divergent and at times conflicting local regimes. He advises clients on a wide range of topics, from the structure of TLAC bonds and global resolution strategies to the rights of creditors and evolving regulatory requirements.

Knox frequently works with clients on effective engagement with regulators, including responding to regulatory proposals and advocating for regulatory changes.

Knox joined the firm in 2007 and became counsel in 2017.

Notable Experience

  • The International Swaps and Derivatives Association on all aspects of the ISDA Resolution Stay Protocols.
  • The Institute of International Bankers on its advocacy efforts regarding the Federal Reserve’s total loss-absorbing capacity (TLAC) rules for non-U.S. banks and related tax guidance issued by the Internal Revenue Service.
  • Major banks and buyside entities on the stays on the exercise of contractual early termination rights imposed under various special resolution regimes in the U.S., Europe and elsewhere, including related regulations on the terms of such early termination rights.
  • Dealer and buyside market participants on creditors’ rights and financial company insolvency matters regarding the Orderly Liquidation Authority provisions of the Dodd-Frank Act, the Federal Deposit Insurance Act, the Bankruptcy Code, the New York State “ring fence” and the European Bank Recovery and Resolution Directive.
  • Various major asset managers on creditors’ rights and regulatory compliance issues related to swaps transactions with global dealer banks and investments (eg, purchases of TLAC instruments) in such banks.


Laura Astrada currently serves as Executive Director, Global Public Policy for the Depository Trust & Clearing Corporation (“DTCC”), with responsibility for developing and coordinating strategic engagement at the regulatory level.  She joined DTCC in 2016 from the Commodity Futures Trading Commission (CFTC), where she worked as a legal advisor to Commissioner Wetjen, and served as Associate Chief Counsel in the CFTC’s Division of Clearing & Risk, and Associate Director in the CFTC’s Division of Clearing & Risk. While at the CFTC, Mrs. Astrada was responsible for matters involving, CCP resolution, recovery, and winddown, customer protection, FSOC, cybersecurity, and several Dodd-Frank implementation rulemakings.

Prior to joining the CFTC, Laura worked at Sullivan & Cromwell in their General Practice Group.  Laura started her legal career as a litigator at Fried, Frank, Harris Shriver and Jacobson. Laura went to American University Washington College of Law, graduating Summa Cum Laude.


Locke McMurray’s practice focuses on derivatives, securitization and other financial products and spans the full spectrum of transactional, regulatory and dispute resolution matters.  He is a founding member of Jones Day’s LIBOR transition task force and also currently advises numerous clients on the “qualified financial contract” (QFC) regulations and protocol. 

Locke regularly counsels clients, including foreign and domestic financial institutions, financial market utilities (FMUs) and corporate clients, on ISDA and other documentation for swaps and other financial products, credit facility hedging and regulation of swaps, security-based swaps, futures and “commodity pools” under Dodd-Frank and the Commodity Exchange Act.  He also advises clients on the regulatory and commercial law status of blockchain “tokens” and participated in a foundational study of public key infrastructure in the early 1990s. 

Locke additionally analyzes financial transactions from a litigation perspective, particularly in relation to derivatives termination and valuation questions, the Uniform Commercial Code, fraudulent conveyances and the rights and obligations of various securitization deal participants, including investors, collateral managers, trustees and swap counterparties.  He has vast experience in rendering legal opinions on a variety of bankruptcy, derivatives and secured transaction matters. 

Prior to Jones Day, Locke spent more than 15 years as in-house counsel at a variety of banks, where he held such roles as global head of legal for rates trading, fixed income and equity derivatives and securitization and head of derivatives legal at the Lehman Brothers Chapter 11 estates.


Peter Malyshev focuses his practice on regulatory, compliance and transactional matters relating to commodities, derivatives, and securities products regulated by the U.S. Commodity Futures Trading Commission (CFTC) and the U.S. Securities and Exchange Commission (SEC).

For over 20 years, Peter has assisted clients in the United States and overseas on numerous transactions involving over-the-counter and exchange-traded derivatives products in almost every asset class and market, such as: banking, financial institutions and insurance; agriculture, energy, mining, and emissions; transportation and infrastructure; interest rates and credit default swaps; foreign exchange, crypto currencies, and precious metals; and securities.

Since 2008, Peter has been actively involved in assisting market participants in drafting and commenting on the proposed derivatives legislation in U.S. Congress – this legislation subsequently became the Dodd-Frank Act of 2010. After the passage of the Dodd-Frank Act, Peter has continued assisting clients with advocacy and compliance relating to the CFTC and the SEC rule-makings. As part of this effort, he also engages with the National Futures Association (NFA), the Financial Industry National Regulatory Association (FINRA), and other self-regulatory organizations’ (SROs) implementation efforts under the Dodd-Frank Act and the CFTC and SEC regulations thereunder.

Peter assists various U.S. and non-U.S. derivatives markets participants with formulating their risk management and regulatory compliance efforts under the Dodd Frank Act, and CFTC’s and SEC’s regulations as well as cross-border application of U.S. regulations. These market participants include entities that require assistance with structuring risk management and hedging transactions, registering with the CFTC or the NFA in the appropriate category, or seeking an exemption from such registration. For example, these entities include commodity pool operators (CTOs) and commodity trading advisors (CTAs); futures commission merchants (FCMs); introducing brokers (IBs); swap dealers (SDs); major swap participants (MSPs),; foreign boards of trade (FBOTs); swap execution facilities (SEFs); non-U.S. intermediaries; commercial end users; and various derivatives or commodities traders. Assisting with compliance under SROs’ rules, such as U.S. and non-U.S. exchanges and trading facilities, is also a large part of Peter’s practice.

Peter is a frequent speaker at industry conferences, such as the Futures Industry Association (FIA), the ABA, the Practising Law Institute, the International Swaps and Derivatives Association (ISDA), and others. He has written numerous articles on derivatives and commodities topics. He is also is an adjunct professor at George Washington Law School and Georgetown University Law Center in Washington, D.C., where he teaches classes on commodities and derivatives regulation.

Honors and Awards

  • Recognized by Chambers USA for Capital Markets: Derivatives, 2016, 2017, 2018
  • Selected through peer review for inclusion in The Best Lawyers in America© for Derivatives and Futures Law, 2020

     


William Thum is a principal in Vanguard’s Office of the General Counsel and global head of the Derivatives, Securities Financing, and SMA Group. He chairs the Investment Company Institute’s Derivatives Market Advisory Committee and is a former chair of the Steering Committee of SIFMA’s Asset Management Group. He speaks at ISDA, SIFMA, and ICI conferences, among others, and has written many articles on derivatives issues. Mr. Thum works with global regulators, trade associations, and service providers in developing the new global architecture and regulatory framework for derivatives.

Before joining Vanguard in 2010, he was a partner with Fried, Frank, Harris, Shriver & Jacobson LLP, where he concentrated on derivatives regulatory issues and trading agreements. From 1998 to 2007, he was head of institutional securities documentation at Morgan Stanley. Previously, he held similar positions at UBS and BNP Paribas in New York and at Kleinwort Benson in London and was involved in the drafting of the foundational derivatives master agreements and product definitions.

Mr. Thum earned a B.A. in international relations and economics from Bucknell University and a J.D. from American University Washington College of Law. He is admitted to the bar in New York and Pennsylvania.


Recognized by Chambers as an “outstanding” corporate lawyer, Matthew K. Kerfoot is a partner in Dechert’s Global Finance practice. Mr. Kerfoot focuses his practice on fund finance, synthetic finance and other complex financial transactions and structured products.

Mr. Kerfoot advises both lenders and borrowers on subscription facilities, NAV facilities, hybrids, private equity LP financing platforms, SPV/ABL facilities, structured repurchase agreements, TRS financings and other types of fund finance and structured transactions. Mr. Kerfoot has advised Morgan Stanley, JP Morgan, UBS, Barclays, Credit Suisse, Apollo, Ares, StepStone and GSO, among other global financial institutions.

Chambers adds that Mr. Kerfoot is “endlessly creative and thoughtful on all sorts of complex issues.” Legal 500 has recognized Mr. Kerfoot’s representation of leading banks as part of his fund finance practice, and lauded him as “a dynamic talent.”

Mr. Kerfoot is also the Chair of PLI’s Fund Finance Conference. He has written numerous articles on fund finance and investment leverage and is a contributing author to Fund Finance, Third Edition, published by Global Legal Group. Mr. Kerfoot is often cited as an authority on finance and related matters in the Financial Times, Wall Street Journal, Reuters, Bloomberg and various other publications.

Prior to joining Dechert, Mr. Kerfoot was a senior banker at HSBC, where he structured and marketed committed and uncommitted financing solutions to investment manager clients.


Mark H. Leeds is a tax partner with the law firm of Mayer Brown.  Mark’s professional practice focuses on the tax consequences of a variety of capital markets products and strategies, including over-the-counter derivative transactions, swaps, tax-exempt derivatives, strategies for efficient utilization of tax attributes as well as advising on crossborder tax issues.  Prior to joining Mayer Brown, Mark was a shareholder at another international law firm, and a Managing Director and Senior Tax Counsel with Deutsche Bank AG in New York.  At Deutsche Bank, Mark led the Tax Counsel function within Group Tax of the Americas.  Mark is also a recipient of the 2015 Burton Award for Distinguished Legal Writing.  Prior to joining Deutsche Bank, Mark served as the general counsel of a credit derivative company and, prior to that, Mark was a partner at Deloitte & Touche where he led the Capital Markets Tax Practice. Mark began his professional career as a tax associate, first at Skadden Arps, and then at Weil Gotshal.

Mark is a graduate, magna cum laude, of the Boston University School of Law (1984), and holds a Bachelor of Arts, cum laude, from Binghamton University, in Economics (1981).  Mark also holds an LLM in taxation from New York University (1990).

Mark is a frequent writer and speaker on tax topics affecting the Capital Markets.  Some of his recent articles include: Author, Stress Relief: IRS Notice 2016-76 Eases Implementation Rules for Cross-Border Dividend Equivalent Withholding (December 2016); Author, Bits & Pieces: IRS Notice 2016-42 Offers First Glimpse of Qualified Derivatives Dealer Rules (July 2016).


Wenchi Hu is a public director of OneChicago LLC, a security futures exchange, and an independent consultant.  She specializes in the intersection of technology and financial regulation, including new asset classes, new products and services that implicate regulatory issues, risk management, regulatory compliance, and financial market infrastructure technology.

She was previously a partner in the New York and Washington, D.C. offices of Latham & Watkins, where she worked with financial institutions, technology companies, market infrastructures, and start-up companies on a wide range of regulatory issues, ranging from crypto-assets, digitization, to regulation of securities trading platforms, clearing services, post-trade processing, and market infrastructure in the context of distributed ledger technology, and to self-regulatory organization regulatory regime, Regulation Systems Compliance and Integrity compliance, and technology outsourcing risk management and regulatory compliance.

Prior to joining Latham & Watkins, she was an Associate Director and head of the Office of Clearance and Settlement Supervision in the Division of Trading and Markets at the Securities and Exchange Commission (SEC). As part of that role, she oversaw clearing agency registration, rule filings and advance notices, requests for no-action relief, exemptive relief by registered clearing agencies, and clearing agency risk management and supervision. She is an expert in post-trade processing, clearance and settlement, and infrastructure technology matters involving a multitude of products across the securities markets. She is a member of the Federal Reserve Bank of Chicago's Working Group on Financial Markets and a frequent speaker on financial regulatory and technology innovation topics.


Don J. Macbean represents financial institutions and other participants in a wide range of structured finance and derivatives transactions. His practice encompasses structured energy and commodity-related transactions, project finance and development, renewable energy, cash-flow and market-value collateralized loan obligations, credit-linked notes, and structured derivatives transactions. Don frequently represents clients on a variety of financing transactions, and has extensive experience advising clients with respect to master agreements, credit support arrangements and hedging structures.


Jamila Piracci joined NFA in 2011 from the Federal Reserve Bank of New York, where she was an attorney with a primary focus on orderly liquidation authority and resolution planning under the Dodd-Frank Act, as well as on market and other developments pertaining to OTC derivatives. Prior to joining the Reserve Bank, Jamila spent nearly a decade advising a range of OTC derivatives market participants, including dealer banks,    investment managers and energy firms. The focus of her transactional and advisory work was in the interest rate, commodity and credit derivatives areas, and she acted as deal counsel for structured derivative programs, including cash and synthetic CDOs and CLOs. Jamila also was an Assistant General Counsel at ISDA, where she chaired working groups developing market documentation and best practices primarily in the credit derivatives area. Jamila received her bachelor's degree from Harvard-Radcliffe College at Harvard University. She received her MBA from the S.C. Johnson Graduate School of Management at Cornell University and her JD from Cornell Law School. Jamila has written a number of articles and has spoken frequently on issues pertaining to OTC derivatives.


Joseph Sanguedolce is a Deputy Director in the Commodity Futures Trading Commission’s (“CFTC’s”) Division of Swap Dealer and Intermediary Oversight responsible for managing the Examinations Branch of the Division. The Examinations Team is responsible for the oversight of intermediaries’ compliance with the CFTC’s financial reporting, customer protection and recordkeeping requirements. This is accomplished through the independent review of regulatory financial and customer protection statements, risk exposure reports and Chief Compliance Officer Reports together with the performance of limited scope examinations at selected intermediaries. The Team’s Major Review Section performs oversight reviews of the work performed by self-regulatory organizations such as the National Futures Association and the Chicago Mercantile Exchange. During his nearly 40 year career, Joe has also held senior positions in the Financial and Regulatory Surveillance Departments of Commodity Exchange, Inc., the New York Mercantile Exchange and the Chicago Mercantile Exchange. He has also served as the chairman of the Joint Audit Committee and as a member of the Intermarket Financial Surveillance Group. Most recently he held the position of Americas Client Money Officer for JP Morgan Securities LLC. Joe holds a BBA in Accounting (CPA Prep) from Pace University, New York, New York and is licensed as a Certified Public Accountant.


Michael Sackheim is senior counsel in the New York office of Sidley Austin LLP where he concentrates on derivatives regulatory, transactional and enforcement matters.  Michael is a past Chair of the New York City Bar Derivatives Regulation Committee, and he is the managing editor of Futures & Derivatives Law Report (Thomson Reuters, publ.).  Michael is also the co-editor of a new legal treatise, The Virtual Currency Regulation Review (November 2018, Law Business Research Ltd).


Peter Kals is Special Counsel in the Office of Brian Quintenz of the Commodity Futures Trading Commission.  Prior to joining Commissioner Quintenz’s office, Peter was Special Counsel in the Commission’s Division of Clearing and Risk, where his primary responsibilities included matters involving the swap clearing requirement and supervision of derivatives clearing organizations.  Peter joined the Commission in 2009.  Prior to joining the Commission, Peter worked in private practice.


Mr. Fisanich has been Chief Counsel of the CFTC’s Division of Swap Dealer and Intermediary Oversight since its inception in 2011.  Mr. Fisanich has had primary responsibility for the CFTC’s swap dealer and major swap participant business conduct standards rulemakings.  Prior to joining the CFTC, Mr. Fisanich was an Assistant General Counsel and Senior Documentation Officer for Bank of America where he advised on OTC derivatives documentation, collateral management, and operations, as well as other trading and markets activities of the bank and its securities subsidiaries.  Mr. Fisanich also spent a number of years in private practice with Jones Day in Shanghai, China, and Reed Smith in Pittsburgh, specializing in financial transactions.