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Private Fund Regulatory Developments and Compliance Challenges 2018


Speaker(s): Alpa Patel, Brendan R. Kalb, Daniel S. Kahl, Emma L. Rodriguez-Ayala, James A. Capezzuto, Ken C. Joseph, Philip Hinkle, Randolph A. Stuzin, Regina G. Thoele, Robyn A. Huffman
Recorded on: Jan. 31, 2018
PLI Program #: 219701

Emma Rodriguez-Ayala is an investment management attorney, with a solutions-oriented and business-focused approach to advising clients. She leverages both in-house and private practice perspectives to assist clients their legal, regulatory, and compliance needs, including advising on complex alternative investment structuring, coordinating offerings for private funds, negotiating investments in private funds, performing legal and compliance due diligence on private funds and investment advisers, and developing compliance programs.  

Previously, she was the General Counsel and a Senior Managing Director at Mesirow Advanced Strategies, Inc., at the time, one of the largest funds-of-hedge funds managers worldwide.  She was a member of Mesirow’s Executive and Operating Committees, and served as an interested director on the boards of over a dozen of Mesirow's investment funds.  Emma began her legal career at Sidley Austin LLP’s Investment Fund, Advisers, and Derivatives practice. 

Emma speaks nationally on a variety of topics impacting the investment management industry and on issues related to the development, promotion and retention of women and people of color within corporate America.  She has been named as a Top Latino Leader by the National Diversity Council and a Business Leader of Color by Chicago United, which recognizes individuals who currently serve or are ready to serve as board directors for Fortune 1,000 companies. 

Emma is the Chicago Chapter President for the Association of Latino Professional for America, overseeing a team volunteers supporting over 6,500 members across Chicagoland.  She is a member of the Chicago board of directors of iMentor, a nationwide organization that builds mentoring relationships to empower students from low-income communities to graduate high school and succeed in college.  She is a member of the Private Directors Association.

Emma received a B.S. summa cum laude from Saint Louis University and a J.D. from the University of Chicago Law School.  She lives in Chicago’s Loop with her husband (Eric), son (Lincoln), and neurotic mini-dachshund (George).


Ken C. Joseph, Esq. is a Managing Director and Head of the Financial Services Compliance and Regulation practice for the Amercias at Kroll, LLC. (Duff & Phelps rebranded as Kroll in 2021), based in the New York office. From 2018-2020, he served as Global Leader of Kroll’s Disputes Consulting practice.  He is also a fellow of the Kroll Institute, providing thought leadership on a variety of financial services and regulatory matters, as well as Head of the firm’s Cryptocurrency Task Force. Ken focuses on serving clients who need informed and proven strategies to successfully navigate a broad spectrum of threats arising from investigations, compliance examinations, litigation, and crisis scenarios. At Kroll, Ken has provided expert testimony and reports on various regulatory compliance and enforcement matters, counseled on multiple high-profile investigations, advised SEC-registered entities on ESG policies and practices, conducted due diligence in the context of M&A transactions, and guided innovators on various digital currency structures and proposed offerings.  He has a unique combination of front-line expertise and experience in U.S. securities law, regulatory compliance, and corporate governance. Ken served with distinction for a total of over 21 years at the U.S. Securities and Exchange Commission, including service as one of the inaugural supervisors in the Division of Enforcement’s specialized Asset Management Unit, and most recently as a Senior Officer in the Commission’s Division of Examinations (f/k/a as the Office of Compliance Inspections and Examinations). He has investigated, supervised, and resolved numerous complex and high-profile cases involving a wide variety of alleged misconduct by market professionals, other individuals, and by public and private entities.

Ken’s extensive docket of cases and compliance examinations at the SEC included allegations and/or findings of breaches of the anti-fraud provisions, fiduciary duty, disclosure, custody and compliance requirements, as well as the anti-corruption, data privacy and cybersecurity obligations under the federal securities laws. In total, his enforcement and examination matters on behalf of the SEC resulted in the payment of over $1 billion in monetary relief to shareholders, investors, and clients. He was responsible for conducting numerous parallel investigations and successful actions in conjunction with federal, state, and local law enforcement authorities. And, he led his team’s response to regulatory concerns involving reinsurance products, special purpose vehicles, credit default swaps, auction rate securities, cyber-intrusions, Brexit, high-yield bonds, fee and expense allocations, undisclosed conflicts, and share class selection, among others. While at the SEC, Ken served in leadership positions on several governance committees, including the National Exam Program’s Executive Committee and as co-chair of the Risk and Exam Process Committee, where he helped develop national and local examination initiatives and priorities. He also served on the Risk Analytics Committee and contributed to the development of technology solutions to improve his program’s analytical capabilities, efficiency, and techniques used to identify actual or potential misconduct.

Ken holds a Juris Doctor degree from the University of North Carolina at Chapel Hill School of Law. He also earned B.S., MBA, and post-graduate degrees in Marketing Management and International Finance from St. John’s University, New York.  He earned a Certificate in Securities & Financial Regulation from the Georgetown University Law Center (through the SEC), and a Certificate in Strategic Management of Regulatory and Enforcement Agencies, from the Harvard University, John F. Kennedy School of Government, Executive Education.  Ken is admitted to practice law in the U.S. District Court for the Southern and Eastern Districts of New York, as well as the States of New York and Connecticut. He is a frequent speaker at industry panels on matters relating to SEC enforcement and securities law compliance, governance, and risk management and has represented the SEC on several foreign technical assistance missions. Ken also has substantial experience interacting with U.S. and foreign regulators and law enforcement agencies from the state, federal, and international levels, including those from the Department of Justice, the Federal Bureau of Investigation, the United States Postal Inspection Service, the Financial Industry Regulatory Authority, the Federal Reserve, and state securities regulators. 

Prior to joining the SEC, Ken worked in the financial services industry, as well as in academia.  He is a former Associate Dean of the largest undergraduate college within a major New York-area university. He currently serves on the Board of Directors of the Harvard Kennedy School NY/NJ/CT Alumni Network (President), University Settlement, the University of North Carolina Law Alumni Association, and through June 2021 on the School Leadership Team of Ft. Hamilton High School, Brooklyn, NY. 


Philip T. Hinkle provides advice to U.S. registered funds (including open-end and closed-end funds) and their investment advisers and boards on a wide range of aspects of the fund business. Mr. Hinkle has significant experience with registered funds’ use of derivatives, leverage, and alternative strategies, registered fund and investment adviser merger transactions, and a broad range of other regulatory and compliance matters and fund governance issues applicable to registered funds. Mr. Hinkle also advises private fund managers on establishing new registered fund businesses.

Mr. Hinkle is actively engaged in the firm’s global derivatives and structured products practice. He regularly works with U.S. and non-U.S. investment managers and other financial institutions in engaging in a range of derivatives and other transactions. Mr. Hinkle represents clients in negotiating derivative, repurchase agreement, cleared repurchase agreement, and other trading documentation. He also advises clients on related regulatory matters, including compliance with requirements under the Investment Company Act of 1940, requirements adopted under the Dodd–Frank Act, and other requirements under the Commodity Exchange Act. Mr. Hinkle also regularly advises clients on requirements on commodity pool operators and commodity trading advisors.

The most recent edition of Chambers USA recognized Mr. Hinkle as an “Up and Coming” lawyer for Investment Funds: Regulatory & Compliance. The directory notes that clients comment that he is “very practical, solution-oriented and highly responsive.” Mr. Hinkle was recognized as a Rising Star in the area of investment funds in the IFLR1000’s Financial and Corporate 2017 guide. In 2016, he was named a Rising Star by the Mutual Fund Industry Awards 2016, selected by the editorial staff of Fund Action and Fund Directions. He was also recognized in the 2016 edition of The Legal 500 (US) in the area of mutual/registered funds.

Mr. Hinkle serves as Co-Chair of Dechert’s LGBTQ Affinity Group and is also a member of the Firm’s Hiring Committee.

 


Randy Stuzin is a Member and General Counsel of King Street Capital Management GP, L.L.C., where he is responsible for the firm’s global legal and compliance departments.  Prior to joining King Street in March, 2014, Randy spent 14 years at Goldman, Sachs & Co. , where he was Managing Director and General Counsel of the Investment Banking Division, overseeing a team of securities, capital markets and M&A lawyers around the world, and also served as Global Head of Business Selection and Conflicts Clearance for the Equities and FICC Divisions. Randy was previously a Vice President in the Legal Department at Lehman Brothers and began his career as a corporate associate at Cravath, Swaine and Moore. Randy received a B.S. from Cornell University and a J.D. from New York University School of Law.


Regina G. Thoele is Senior Vice President of Compliance at NFA.  Her current responsibilities include overseeing the Compliance Department's exam, investigation, financial surveillance, and risk management programs; working on enforcement cases; advising Members on compliance issues; assisting NFA Member committees; participating in industry conferences; and developing and monitoring Compliance Department goals.  In addition, Ms. Thoele works with NFA’s Legal Department to develop rules and interpretive guidance, makes presentations to NFA’s Executive Committee and Board of Directors and to other outside organizations, and develops strategic plans and initiatives for NFA’s Compliance Department.  From July 1994 until March 1998, Ms. Thoele held the position of Arbitration Manager and was responsible for supervising staff and helping manage the Arbitration program.  Ms. Thoele has also served as an adjunct faculty member at the Illinois Institute of Technology, where she taught a compliance course. 

Ms. Thoele attended Indiana University and received a B.S. degree in finance.  Ms. Thoele also received her designation as a Certified Regulatory and Compliance Professional through the NASD Institute at The Wharton School, as well as her designation as a Certified Fraud Examiner through the Association of Certified Fraud Examiners. 


Robyn A. Huffman is General Counsel and Chief Compliance Officer of FCO Advisors LP and is a member of the Senior Management Team. Ms. Huffman is responsible for overseeing the compliance program and legal matters. Prior to joining the firm, Ms. Huffman was a Managing Director and Associate General Counsel at Goldman Sachs, where she spent sixteen years managing legal and regulatory matters for Goldman’s fixed income businesses in the U.S. At Goldman, she had diverse product-level responsibilities as well as regulatory and compliance duties. Prior to her tenure at Goldman, Ms. Huffman was a partner in the New York office of Orrick, Herrington & Sutcliffe LLP, where her practice focused on debt financings for state and local government capital projects, municipal asset securitizations, debt restructuring and complex project finance transactions with a municipal component. Ms. Huffman earned both her B.A. and J.D. from the University of Illinois, where she was a member of the Law Review.


Alpa Patel is a partner in the Investment Funds Group of Kirkland & Ellis LLP. Prior to joining Kirkland, Alpa served as Branch Chief of the Private Funds Branch of the Investment Adviser Regulation Office in the SEC’s Division of Investment Management in Washington, D.C.

Alpa has extensive public and private sector experience in the investment management industry. While at the SEC, Alpa helped develop and review various rule proposals under the Advisers Act and provided technical assistance on the interpretation and application of the Advisers Act rules to all types of registered investment advisers. As head of the Private Funds Branch, Alpa was the key adviser on all private fund-related projects and priorities. For example, she was the lead counsel implementing private fund adviser reporting on Form PF and the rules related to private fund adviser registration. She also advised the Division of Corporation Finance on regulations related to the offering requirements of private funds, including general solicitation and bad actor rules.

Alpa also routinely advised the agency’s Office of Compliance Inspection and Examinations (OCIE) regarding the application of Advisers Act rules and other Federal securities regulations to investment advisers, particularly with respect to the nuances associated with private fund advisers. She participated on numerous OCIE examinations and was their primary point of contact in the Division of Investment Management on private fund examinations. Additionally, she regularly consulted with the agency’s Division of Enforcement regarding private fund issues in pending enforcement cases.

Prior to joining the SEC, Alpa was in private practice where she advised clients on the structuring, formation, and private offering requirements of onshore and offshore private funds, as well as provided counsel to investment advisers in regulatory, compliance, and corporate matters.

 


James Capezzuto is the chief compliance officer for Oppenheimer Asset Management and its affiliated advisers. Previously, Mr. Capezzuto was an associate regional director at the Securities and Exchange Commission, responsible for the New York regional investment adviser and investment company exam programs. He has also served as a chief compliance officer at New York Life Investors,  US counsel and chief compliance officer at Aberdeen Asset Management, senior counsel at UBS Global Asset Management, chief compliance officer at Banc of America Alternative Strategies and senior counsel at Deutsche Bank/Morgan Grenfell Asset Management. Mr. Capezzuto received his JD from New York Law School and his BA in English from the University at Buffalo. He has over 25 years of legal and compliance experience in the asset management industry.


Daniel S. Kahl is Deputy Director and Chief Counsel for the Office of Compliance Inspections and Examinations, U.S. Securities and Exchange Commission.  Formerly, Mr. Kahl was Assistant Director in charge of the Investment Adviser Regulation Office in the Division of Investment Management at the SEC.  Prior to joining the Commission in 2001, Dan worked for the Investment Adviser Association, FINRA, and the North American Securities Administrators Association.  He received his B.S. from Penn State University, J.D. from Southern Methodist University, and LL.M. (Securities) from Georgetown University