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Fundamentals of Broker-Dealer Regulation 2019


Speaker(s): Andrew J. Shipe, Annemarie Tierney, Brandon A. Hill, Clifford E. Kirsch, David Aman, David F. Freeman, Jr., David W. Blass, Evan Charkes, G. Philip Rutledge, Joseph Brady, Joseph J. Sheirer, Lilya Tessler, Meredith Cordisco, Stephanie Nicolas, Susan S. Krawczyk
Recorded on: Jul. 22, 2019
PLI Program #: 247661

Andrew Shipe is counsel in the Washington, DC office of K&L Gates.  He previously practiced 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, membership in self-regulatory organizations, compliance with self-regulatory organization rules, and the qualifications of personnel.  He regularly counsels non-US financial institutions 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.


Annemarie Tierney joined Templum, Inc. as Head of Strategy and General Counsel in September 2018.  Previously, Annemarie was Vice President – Head of Strategy and New Markets at Nasdaq Private Market, and General Counsel and Corporate Secretary of SecondMarket Holdings, Inc. (now Digital Currency Group).  Annemarie also held senior legal roles at NYFIX, Inc. and NYSE Euronext.  Annemarie was a senior associate with Skadden Arps (London and New York) and started her career at the Securities and Exchange Commission in the Division of Corporation Finance.

Annemarie served from 2016 to 2018 as a member of the SEC’s Advisory Committee on Small and Emerging Companies.  She is a frequent speaker on a range of legal issues impacting private companies and, in 2014, presented testimony to the Capital Markets Subcommittee of the U.S. House of Representatives Financial Services Committee on the importance of facilitating private company secondary liquidity.  Ms. Tierney has also provided support to members of Congress and their staff on a range of legislation impacting private companies, including the JOBS Act of 2012 and the FAST Act of 2015.  She is a member of the Board of the Association of Securities and Exchange Commission Alumni, Inc., a not for profit organization.

Ms. Tierney earned her JD at the Columbus School of Law at the Catholic University of America, and her BS (Finance) and BA (International Relations) at the University of Delaware.


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 Aman is a Senior Advisor in Risk Oversight and Operational Regulation (ROOR) within Member Supervision at FINRA, where he advises ROOR examination and policy staff on legal issues and the development, interpretation and application of financial, operational and margin rules.  Mr. Aman was formerly a counsel at Debevoise & Plimpton and a partner at Cleary Gottlieb Steen & Hamilton.  Mr. Aman’s practice was focused on broker/dealer and margin regulation, financial institution insolvency and commercial law, securities finance transactions, and the structuring of financial products and transactions to address regulatory requirements and insolvency risk.  He received a B.A. in math and philosophy from Rice University, a M.A. in philosophy from the University of Michigan and a J.D. from the University of Michigan Law School.

 


David Freeman is a partner and head of Arnold & Porter‘s Financial Services practice group.  He represents broker-dealers, banking organizations and other financial institutions on a variety of matters including securities and bank regulatory issues, applications, compliance matters, legislation and rulemakings, transactions and documentation.

Mr. Freeman received his J.D., M.B.A. and B.A. degrees from the University of Virginia.


Evan Charkes is Managing Director and Associate General Counsel for Bank of America, and supports the US Merrill Lynch Wealth Management business, including as chief counsel to the firm’s Private Wealth Management advisors, who service the wealth management needs of ultra-high new worth clients. Mr. Charkes has spent a significant portion of his career supporting wealth management businesses, including at Citi, where he was a Managing Director and Deputy General Counsel for its Global Wealth Management business. Mr. Charkes has also spent a portion of his career supporting banking related businesses for global banks, including as a Director of Financial Holding Company Compliance for Morgan Stanley, and as a Deputy General Counsel for Citi’s Commercial Business Group. Mr. Charkes started his career as a litigation associate in private practice in New York City. Mr. Charkes is currently the Chair of FINRA’s National Adjudicatory Council and a former member of the FINRA Compliance Advisory Committee and FINRA International Committee. Mr. Charkes also formerly served for several years as the co-chair of the SIFMA Compliance and Regulatory Policy Committee and SIFMA Self-Regulation and Supervisory Practices Committee, and has been a frequent speaker at the SIFMA Compliance & Legal Society annual seminar. He has contributed numerous articles to the New York Law Journal and Wall Street Lawyer regarding securities law. Mr. Charkes is an Adjunct Professor at the Elisabeth Haub School of Law at Pace University and teaches securities regulation. He is a member of the Board of Directors of the Pro Bono Partnership, a non-profit organization that provides legal services to nonprofit organizations in Connecticut, New Jersey and New York. Mr. Charkes is a graduate of Georgetown University Law Center and Columbia College.

 


Joseph Brady joined the North American Securities Administrators Association, Inc. (“NASAA”) in 2005 as associate counsel.  In 2011, he was appointed General Counsel and in May 2015 was named as NASAA’s Executive Director.  NASAA is the association of state, provincial, and territorial securities regulators in the United States, Canada, and Mexico.  NASAA and its members are committed to protecting investors from fraud and abuse in securities transactions, and their activities focus on licensing, enforcement, and investor education. 

As Executive Director, Mr. Brady is responsible for oversight of NASAA’s century-old mission of investor protection across North America. During his time at NASAA, Mr. Brady’s responsibilities have included supporting NASAA’s representative on the Financial Stability Oversight Council and various committees including the NASAA Broker/Dealer and Investment Adviser Section Committees.  He has also worked extensively with NASAA’s CRD/IARD Steering Committee.  He has led several initiatives undertaken by NASAA to implement provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act affecting the regulation of investment advisers. 

Prior to joining NASAA, Mr. Brady served as chief counsel to the Securities Division of the Mississippi Secretary of State.  In this role he managed enforcement cases brought by the division and represented the Secretary of State in matters before state courts and administrative tribunals.  

Mr. Brady is admitted to the bars of Mississippi (inactive) and the District of Columbia and is a graduate of the Mississippi College School of Law and the University of Southern Mississippi.


LILYA TESSLER is a partner and the New York head of Sidley’s FinTech and Blockchain group. She focuses her practice on representing digital asset trading platforms, blockchain technology companies, U.S. and non-U.S. broker-dealers, financial services firms and cryptocurrency funds.

Lilya advises technology companies on blockchain token offerings, including so-called ICOs. She also counsels financial institutions and digital asset exchanges with day-to-day securities issues, private placement agent requirements, custody rule requirements, cross-border regulatory issues, money services business registration requirements, as well as FINRA and SEC regulatory inquiries. She advises several U.S. and non-U.S. FinTech companies, including robo-advisors and high-frequency trading firms in evaluating the broker-dealer and investment advisor registration requirements.

Lilya works with transactional lawyers on structuring deals involving financial services and technology companies, digital asset exchanges and blockchain token offerings. She regularly assists both financial services firms and their vendors in negotiating U.S. and cross-border technology agreements for all types of services and considering the U.S. securities laws and broker-dealer regulatory issues associated with such technologies. Lilya has testified before the New Jersey Assembly Science, Innovation and Technology Committee on the economic development opportunities presented by blockchain technology innovation.

Lilya is a frequent speaker and writer on various topics in FinTech, with a particular focus on distributed ledger technology, blockchain tokens and digital asset trading platforms. She recently participated in the Legislating Certainty for Cryptocurrencies Roundtable hosted by Congressman Warren Davidson.

Lilya is a certified public accountant, FINRA dispute resolution arbitrator and previously held FINRA Series 7 and 24 licenses.

Prior to joining Sidley, Lilya was co-head of the FinTech and Blockchain Group and a leader of the broker-dealer practice at another global law firm.


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.


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.


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.


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.


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.