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Financial Services Conflicts of Interest & Fiduciary Duties 2018: Navigating the Emerging Regulatory Maze


Speaker(s): Andrew J."Buddy" Donohue, Clifford E. Kirsch, David C. Kaleda, David W. Blass, Emily P. Gordy, Gwendolyn A. Williamson, Julie M. Riewe, Mary C. Downie, Priya Udeshi Crick, Robert E. Plaze
Recorded on: May. 10, 2018
PLI Program #: 221107

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


David C. Kaleda is a Principal with Groom Law Group.  His broad range of experience includes handling fiduciary matters impacting plan sponsors, investment and other fiduciary committees, investment managers/advisors, recordkeepers, broker-dealers, banks and other financial services firms. 

In December of 2011, Mr. Kaleda was appointed by the Secretary of Labor to the DOL's ERISA Advisory Council for a three-year term (2012-2014). Mr. Kaleda is a frequent speaker and author on a range of employee benefits-related topics.  He authors the bi-monthly “Compliance Consult” column for PlanAdviser Magazine and is a regular contributor of articles to The Investment Lawyer.  His articles have also appeared in Employee Benefit News, Employee Benefit Adviser, Plan SponsorMagazine, Employee Benefits Law Journal, Journal of Pension Planning & Compliance, and others. 

He has presented on ERISA-related topics for number of organizations such as SIFMA, NSCP, Asset International, Society of Actuaries, International Retirement Resource Center, ASPPA, ABA Tax Section, ABA Business Law Section, IAML, PLI and FIRMA. 

He has been quoted in numerous publications such as On Wall Street, PlanSponsor Magazine, PlanAdviser Magazine, Investment News, Pensions & Investments, and Financial Adviser.


Gwen Williamson is a Partner in the Investment Management Practice Group at Perkins Coie LLP.  Gwen represents investment advisers, boards of trustees, investment companies, business development companies, and family offices.  She also represents and serves on the board of a variety of nonprofit organizations. 

Gwen’s 15 years of experience in the asset management industry includes work with: registered fund launches and liquidations; fund and adviser compliance and vendor oversight programs; SEC registrations, examinations and investigations; annual compliance and risk assessments; routine and special shareholder disclosures; conflict of interest issues; cybersecurity oversight and monitoring; annual fund contract renewals and independence evaluations; large-scale fund and adviser changes in control; applications for exemptive relief; reporting under the federal securities laws; and negotiating advisory agreements, fund selling and servicing agreements, credit facilities, securities lending arrangements and other contracts germane to the asset management industry.

Gwen is a member The Investment Lawyer editorial board and is an active writer and public speaker. Her recent publications and speaking engagements include: “A Legal Overview of Investing for Small and Emerging Public Charities,” in the December 2017 issue of The Investment Lawyer; “Compliance Concerns Amidst Industry, Regulatory Change,” in the September 14, 2017 edition of Fund Board Views; and “Cybersecurity Breaches and Compliance Challenges on the Horizon,” a November 10, 2016 Investment Adviser Association Workshop.

Gwen earned a B.A. from the University of North Carolina at Chapel Hill in 1999, and a J.D. from the University of Georgia in 2005.


Julie M. Riewe is a litigation partner and a member of the firm’s White Collar & Regulatory Defense Group. Her practice focuses on securities-related enforcement and compliance issues and internal investigations, and she has significant experience with matters involving private equity funds, hedge funds, mutual funds, business development companies, separately managed accounts and other asset managers. Ms. Riewe was recognized as a “Client Service All-Star” by BTI Consulting in 2018.

Prior to joining the firm, Ms. Riewe was Co-Chief of the Asset Management Unit of the U.S. Securities and Exchange Commission’s Division of Enforcement. Ms. Riewe oversaw a nationwide program of investigations focusing on investment advisers, investment companies, mutual funds, hedge funds, private equity funds and other investment vehicles managed by investment advisers. She co-led a team of nearly 80 attorneys, industry experts and other professionals in all 12 SEC offices, and was responsible for directing the SEC’s asset management-related enforcement efforts. In recognition of her leadership and integrity, she received the Chairman’s Award for Excellence in Leadership in 2015.

Before her appointment to Co-Chief, Ms. Riewe was Deputy Chief and Assistant Director of the Asset Management Unit in 2012 and 2010, respectively. From 2008 to 2010, she was Branch Chief in the Enforcement Division in Washington, D.C. Ms. Riewe joined the SEC in 2005 as a staff attorney in the Enforcement Division In 2007, she earned the Ellen B. Ross Award for her performance at the SEC.

From 2000 to 2004, Ms. Riewe was a litigation associate with a major international law firm, prior to which she served as a law clerk to the Hon. Diana E. Murphy of the U.S. Court of Appeals for the Eighth Circuit from 1999 to 2000.

Ms. Riewe earned her J.D. and M.P.P. from Duke University School of Law in 1999, where she was a member of the Duke Law Journal and Editor-in-Chief of the Duke Journal of Gender Law & Policy. She received her A.B. from Duke University in 1993.


Mary C. Downie is an Associate General Counsel of BMO Financial Group, where as the Chief Lawyer for Personal Wealth U.S. she leads the national team of lawyers advising the firm on all legal matters impacting the U.S. personal wealth businesses of BMO Wealth Management, including the trust and investment business of BMO Harris Bank N.A., BMO Delaware Trust Company, the broker-dealer BMO Harris Financial Advisors, and registered investment advisories including CTC myCFO, LLC.  Prior to joining BMO Financial Group, she spent more than 18 years in private practice in major law firms, where she focused her practice exclusively on ultra-high net-worth and high-net-worth estate planning, estate and trust administration, advising owners of closely held businesses, and estate and trust litigation.

Ms. Downie is a Fellow of the American College of Trust and Estate Counsel and while in private practice was named an Illinois Super Lawyer in the area of Estate Planning and Probate. She is a frequent author and lecturer on estate planning matters, estate administration, contested estate matters, and ownership succession issues. Ms. Downie has presented numerous seminars for the Illinois Institute for Continuing Legal Education (IICLE®) including several presentations for the Illinois Estate Planning Annual Short Course, the Illinois State Bar Association, the Chicago Bar Association, the National Business Institute, and several institutional clients. She has published articles in the National Law Journal, the Illinois Bar Journal, and the Illinois State Bar Association Trusts and Estates Section Newsletter. Ms. Downie has been a member of the Chicago Estate Planning Counsel, the Illinois State Bar Association and its Trusts and Estates Section Council, is the former Chair of the Estate and Gift Tax Division of the Federal Taxation Committee of the Chicago Bar Association, and is a former member of the Women’s Bar Association of Illinois. She is a member of the American Bankers Association, and the Association of Corporate Counsel. Ms. Downie was a member of the IICLE® planning committee for the 58th, 57th, 56th, and 49th Annual Estate Planning Short Courses and has coauthored chapters in IICLE®’s RETIREMENT BENEFITS ISSUES IN ESTATE PLANNING, its LITIGATING DISPUTED ESTATES, TRUSTS, GUARDIANSHIPS AND CHARITABLE BEQUESTS, and its ILLINOIS ESTATE ADMINISTRATION. Ms. Downie received her B.A. summa cum laude from Albion College, where she was a Fellow, and her J.D. magna cum laude from The John Marshall Law School, where she was a member of The John Marshall Law Review and received numerous academic honors.


Priya Udeshi Crick is an Associate General Counsel at New York Life Insurance Company and counsels their retail and institutional investment advisers.  She is also Legal Officer for the New York Life Foundation.  She was formerly an Executive Director in Morgan Stanley’s Legal and Compliance Division, advising on investment advisory programs and services with over $350 billion in AUM for institutional and retail clients. Before joining Morgan Stanley in 2006, she was a corporate associate at Davis Polk & Wardwell in New York for five years, primarily in the capital markets group advising Fortune 500 companies on domestic and international securities offerings.

Ms. Udeshi Crick has been a speaker for and participates in industry groups on issues such as asset management, financial planning, leadership and career development.

Ms. Udeshi Crick was a Cambridge Commonwealth Trust Fellow and graduated with First Class Honors in Law from the University of Cambridge (U.K.) receiving the Sir David Williams and Ivor Jennings prizes for academic excellence.  Prior to Cambridge, she was a recipient of the prestigious Thomas J. Watson Fellowship awarded to graduates to foster leadership in the world community.


Robert E. Plaze is a partner and a member of the Registered Funds Group at Proskauer. He advises investment advisers and investment companies on an array of matters, with a particular focus on regulatory and compliance matters arising under the federal securities laws.

Bob previously served as Deputy Director of the Division of Investment Management of the U.S. Securities and Exchange Commission. During his nearly 30 years of service with the Commission, he was responsible for policy development and management of many of the key regulatory initiatives during that period affecting investment companies and investment advisers under the Investment Company Act of 1940 and the Investment Advisers Act of 1940, including rules governing fund and adviser compliance programs, fund corporate governance, personal trading, custody and brokerage practices, prohibitions on “pay to play” practices, and protection of investor privacy. Most recently, Bob was responsible for rulemaking to implement provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act affecting investment advisers, including rules requiring advisers to hedge funds and other private funds to register with the Commission, rules implementing new exemptions from registration and rules requiring reporting by certain exempt investment advisers.

Bob is one of the nation’s leading experts in the regulation of money market funds. While a Commission official, he was responsible for the Commission’s money market regulatory program, including amendments to rule 2a-7 adopted in 1991, 1996 and 2010. Bob represented the Commission on several interagency committees of the Financial Stability Oversight Board dealing with systemic risk issues and the regulation of money market funds.

Bob joined the Commission in 1983 as an attorney in the Division of Investment Management. During his tenure with the Commission, he held several positions of responsibility in the Division, including Special Counsel, Assistant Director, Associate Director for Regulatory Policy and Deputy Director.


Andrew J. Donohue, widely known as Buddy Donohue, is Of Counsel in the Investment Funds practice.

Buddy has over 40 years of experience in both senior government and private sector roles, having most recently served as SEC Chief of Staff to Chair Mary Jo White (2015-2017). He is best known for his service as Director of the SEC’s Division of Investment Management (2006-2010) (where he was effectively the most senior regulator for the U.S. funds industry), Global General Counsel at Merrill Lynch Investment Managers (2003-2006), Executive Vice President and General Counsel at OppenheimerFunds Inc. (1991 – 2001) and Investment Company General Counsel at Goldman Sachs (2012-2015).

Buddy has been an officer, director and counsel for numerous investment advisers, broker-dealers, commodity trading advisers, transfer agents and insurance companies, and has served on the boards of business development companies, registered open-end funds, closed-end funds, exchange traded funds, Cayman funds and Dublin- and Luxembourg-based UCITS. He has also served as Chairman of the ABA Investment Companies and Investment Advisers Subcommittee, and as an Editor of the ABA Guide for Fund Directors.

Buddy is an acknowledged and highly respected thought leader within the industry, having published, lectured and delivered talks on a variety of investment fund topics. He currently is also an Adjunct Professor teaching investment management law at Brooklyn Law School.


Emily counsels broker-dealer and investment advisor clients, and is a member of the firm’s commercial litigation practice team. Through her wide-ranging regulatory experience, Emily has developed extensive contacts in the securities regulatory community, including regulators (state, federal, and SRO), in-house, and the defense bar.

Drawing from her wealth of experience at all levels of securities regulation, she handles a wide range of compliance and enforcement issues affecting broker-dealers, investment advisors, investment companies, and public companies. Emily has extensive anti-money laundering (AML) experience, as well as substantial knowledge in other regulatory areas, including supervision, suitability, disclosure, books and records, membership application, and statutory disqualification. Emily is also well-versed in examination and enforcement practices and policies of the financial services regulators.

Prior to joining McGuireWoods, Emily served as Deputy General Counsel, Executive Vice President for one of the largest retail investment advisory firm and independent broker/dealers. She also worked as a Financial Industry Regulator, having served as a Senior Vice President with responsibilities for various functions within the Enforcement Division of Financial Industry Regulatory Authority, Inc. (FINRA). Additionally, she was Policy Director in the Member Regulation Department of the National Association of Securities Dealers, as well as Deputy Chief Counsel of the Division of Enforcement at the Securities and Exchange Commission.

While at FINRA, Emily provided guidance on privacy regulatory obligations and enforcement cases involving data breaches. As in-house counsel, she provided counsel on the firm’s data privacy and security efforts, advising on compliance measures, incident response, regulatory examination, and notification of regulators in the event of a breach.


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.