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Alternative Finance Summit 2019: Marketplace Lending, Cryptocurrency and Crowdfunding


Speaker(s): Arlen W. Gelbard, Brian S. Korn, Daphna A. Waxman, Douglas S. Ellenoff, Faith L. Anderson, Frank R. Borchert, III, Henry G. Morriello, Jacqueline C. Wolff, Jerry R. Marlatt, Joseph P. Borg, Lee A. Schneider, Lenny Giltman, Michael Nonaka, Nancy H. Wojtas, Nick Bhargava, Patrick D. Dolan, Peter Loukas, Sara Hanks, Walter L. Draney
Recorded on: Aug. 5, 2019
PLI Program #: 248437

Arlen W. Gelbard is EVP, General Counsel at Cross River. He has an extensive portfolio of expertise advising, managing, and operating in dynamic and complex legal and regulatory environments for global, publicly-traded financial institutions, as well as smaller, private entities.

Prior to joining Cross River, Mr. Gelbard served as Senior Advisor at Treliant Risk Advisors, where he consulted on a wide variety of complex and sensitive compliance and risk management issues.

He served as President of E*TRADE Bank and later became General Counsel & Chief Administrative Officer of E*TRADE Financial Corporation, where he led diversification and growth.

Formerly in his career, Mr. Gelbard was General Counsel of Acacia Federal Savings Bank, where he led the merger into Stifel Bank & Trust and became President of the Mid-Atlantic region for Stifel.  Mr. Gelbard was Chief Administrative Officer at Jefferson National Financial Corp., now part of Nationwide Insurance.  As part of his diverse background in financial services, he served as an Executive Advisor at Aquiline Capital Partners, a private equity investor. Previously, he was partner of the law firm Hofheimer Gartlir & Gross in New York City.

He holds a JD and MBA from Boston University, as well as an AB, cum laude, in Politics from Brandeis University. He is a member of the New York State and District of Columbia Bars. Mr. Gelbard previously served on Operation Hope’s Global Board of Directors and currently serves as Chairman of the Mid-Atlantic Board, where he provides the management team with leadership and guidance, strongly advocating for programs dedicated to financial literacy and economic empowerment in underserved communities.


Brian S. Korn is a partner and co-chair of the financial services group at Manatt, Phelps & Phillips, LLP. He is also a member of the firm's capital markets practice group and chair of the digital finance and marketplace lending practice. His practice focuses on corporate finance transactions, including initial public offerings (IPOs), early-stage and start-up venture financings, and mature corporate and high-yield debt finance. He also advises clients on SEC compliance, broker-dealer compliance, corporate swap transactions, blockchain technology and initial coin offerings. Under his leadership, the firm was nominated as “Professional Services Firm of the Year” at the 2018 LendIt Industry Awards and “Law Firm of the Year” at the 2017 LendIt Industry Awards. Brian chairs the prestigious Practising Law Institute’s Marketplace Lending and Crowdfunding conference, the leading legal conference of its kind serving the digital finance industry.

Prior to joining Manatt, Brian co-led the crowdfunding and peer-to-peer lending practice at a major international law firm. Brian has also previously served as head of Equity Capital Markets and Syndicate Compliance at Barclays Capital and as senior vice president and assistant general counsel at Citigroup Global Markets, Inc. He has extensive experience representing issuers and underwriters in investment banking and capital markets transactions, including transactions involving equity, debt, hybrid/convertible and preferred securities, derivatives and foreign exchange. He has executed several IPOs and other equity value monetization transactions, such as spin-offs, split-offs and carveout transactions. He also has extensive experience in sponsor-leveraged buyouts and bank/bond acquisition financing.

Brian has made multiple appearances on Fox Business Television, Bloomberg, CCTV America and National Public Radio commenting on the JOBS Act, including its impact on crowdfunding, peer-to-peer lending, IPOs and market trading dynamics. Brian was recently selected to serve on the advisory board of the Lexis Practice Advisor (LPA), an online product providing legal and market insights and practical guidance for attorneys. He is a graduate of the University of California at Berkeley and the Northwestern University Pritzker School of Law.


Daphna A. Waxman is a Senior Attorney in the Cyber Unit of the Division of Enforcement at the U.S. Securities and Exchange Commission.  She joined the SEC in 2001 and has investigated and prosecuted enforcement actions involving registration violations, insider trading, market manipulation, and offering and accounting fraud.  As a member of the Cyber Unit, her work focuses on matters related to distributed ledger technology, digital assets, and initial coin offerings.  She also served as Special Counsel to the SEC’s Strategic Hub for Innovation and Financial Technology (FinHub) within the SEC’s Division of Corporate Finance from November through July 2019.  Ms. Waxman received her JD from Brooklyn Law School in 2001, where she served on the Law Review, and her undergraduate degree from Cornell University in 1998.


Douglas S. Ellenoff, a member of Ellenoff Grossman & Schole LLP since its founding in 1992, is a corporate and securities attorney with a specialty in business transactions, mergers and acquisitions and corporate financings. Mr. Ellenoff has represented public companies in connection with their initial public offerings, secondary public offerings, regulatory compliance, as well as, strategic initiatives and general corporate governance matters. During his career, he has represented numerous broker-dealers, venture capital investor groups and many corporations involved in the capital formation process.

In the last several years, he has been involved at various stages in numerous registered public offerings, including more than 100 financings and, with other members of his firm, hundreds of private placements into public companies, representing either the issuers of those securities or the registered broker-dealers acting as placement agent. Along with other members of his Firm, Mr. Ellenoff has been involved at various stages with over 100 registered blind pool offerings (commonly referred to as "SPACs"); In addition to our IPO experience with SPACs, he has been involved with more than 30 SPAC M&A assignments. The Firm represents nearly 60 public companies with respect to their ongoing 34 Act reporting responsibilities and general corporate matters. He also provides counsel with regard to their respective ongoing (SEC, AMEX and NASD) regulatory compliance.

Mr. Ellenoff and the rest of the corporate department distinguish themselves from many other transactional lawyers on the basis of their ability to be part of the establishment of new securities programs, like PIPEs, SPACs, Registered Directs and Reverse Mergers, where the Firm's professionals have played leadership roles within each of those industries, assisting in the creation, formation and strategies relating to those financings, as well as working closely with the regulatory agencies; including the SEC and FINRA; and the listing exchanges - AMEX and NASDAQ.  Mr. Ellenoff is routinely requested to be a panelist and presenter at industry conferences.

Like the other innovative securities programs, the Firm has taken a leadership role in the emerging crowdfunding industry, which was signed into law by President Obama on April 5, 2012. The Firm actively participates in many discussions with the SEC and FINRA with respect to the proposed rules which went into effect May 16, 2016.  The Firm has sponsored conferences, webinars and has been invited to speak at numerous events on the topic. The Firm is already actively engaged with clients (funding portals, broker-dealers, technology solution providers, software developers, investors and entrepreneurs).


Faith Anderson is the Chief of Registration & Regulatory Affairs of the Securities Division of the Washington State Department of Financial Institutions.  She supervises legal staff responsible for reviewing applications for registration in small public offerings, non-traded REITs, business development companies, oil and gas programs, bank holding companies, in-state municipal bond offerings, church bond offerings, rescission offers, business opportunity offerings, and franchise offerings.  She oversees the processing of exemption filings and has experience in issues concerning investment advisers and pooled investment vehicles.  She is also responsible for reviewing requests for interpretive and no-action letters, promulgating policy and interpretive statements, amending the Division’s administrative rules, and reviewing and drafting legislation.

Ms. Anderson chairs the Small Business/Limited Offerings Project Group of the North American Securities Administrators Association, Inc. (NASAA).  She is also a member of NASAA’s Committees on Corporation Finance, the Electronic Filing Depository, State Legislation, and Capital Formation.  She has served as primary drafter on several NASAA comment letters on SEC rule proposals, led NASAA’s project to create a coordinated multi-state review program for Reg. A offerings, and continues to provide input on the nationwide electronic filing system for state securities filings that was launched in 2014 for Rule 506 notice filings.  Ms. Anderson is a frequent speaker on topics including private offerings, small public offerings, and crowdfunding.

Ms. Anderson received a Bachelor of Arts degree in Business Administration with a concentration in Finance, as well as the Certificate of International Studies in Business, from the Foster School of Business at the University of Washington in 1998.   She received a Juris Doctor degree from the University of Washington School of Law in 2005.  While in law school, Ms. Anderson served as an editor on the Pacific Rim Law & Policy Journal and completed an externship with Justice Barbara A. Madsen of the Washington State Supreme Court. 

Ms. Anderson is a member of both the Securities Committee of the Business Law Section of the Washington State Bar Association and the American Bar Association’s State Regulation of Securities Committee.


Henry Morriello is a Partner at Arnold & Porter and is Head of the firm’s Structured Finance & Derivatives Practice and its Aviation & Transportation Finance Practice. He is active in all areas of finance, including structured finance and derivatives, transportation finance, and financial regulatory matters. He represents clients in US and international term securitization and commercial paper conduit transactions involving residential and commercial mortgage loans, corporate loans, marketplace loans, student loans, equipment leases, auto paper, trade receivables, aircraft and railcar loans and leases, intellectual property royalties and esoteric assets. He also advises on structuring and restructuring fixed income and credit derivatives of all types, including credit default swaps and total return swaps. On the regulatory side, Henry is often approached by major financial institutions to help them navigate complex transaction structures and compliance procedures in response to the Dodd-Frank Act, the European and US versions of risk-retention requirements, bank capital and liquidity requirements, and compliance with swaps and commodity pool regulation.

Henry regularly advises clients on their most complex marketplace warehouse lending and ABS matters. He is also an active speaker on the topic, including panel participation at the LendIt USA’s 2017 conference on “The Strength of Student Platforms in the Securitization Market,” PLI’s Marketplace Lending and Crowdfunding seminar in 2016, SIFMA’s Securitization Spotlight webinar on Marketplace Lending in 2015, and Structured Credit Investor’s webinar “Marketplace Lending in the Regulatory Spotlight” in 2015. In addition, he has chaired several in-house programs on this topic, including a joint conference with Structured Credit Investor for two years in a row, a joint seminar with Lending Times on True Lender Implications for Marketplace Lending in late 2016, and most recently, a seminar on “The OCC Fintech Charter” in 2017. Further, Henry was recently quoted in a Bloomberg BNA article “Appeals Court May Tackle ‘True Lender’ Debate Affecting Fintechs, Online Lenders,” which examines the closely watched CashCall Inc. petition currently before the US Court of Appeals for the Ninth Circuit.

Henry has been recognized for his work in securitization by numerous third party publications, including Chambers Global (2009-2017), Chambers USA (2008-2017), Legal 500 US (2014-2017) and The Best Lawyers in America (2012-2017), and was named as a top Structured Finance and Securitization attorney by Best of the Best USA Expert Guides in 2017. He has also been recognized for his work in Asset Finance and Leasing by Legal 500 US (2014-2017).


Joseph Borg has been Director of the Alabama Securities Commission (ASC) since 1994. Borg was twice past president of the North American Securities Administrators Association (NASAA) and is currently serving his third term as President. He served as a member on the NASAA Board of Directors, as Chair of the International Committee, Chair of Enforcement, Ombudsman and in several other capacities. He is also a member of the Board of Directors of the National White Collar Crime Center (NW3C) and previously served as a member of the Board of Directors of the Investor Protection Trust (IPT). He has also served as a member of the SIPC Modernization Task Force and the FINRA Dispute Resolution Task Force.

Borg recently (June 2018) testified before the U.S. House Financial Services Committee, Capital Markets Subcommittee hearing entitled “Ensuring Effectiveness, Fairness, and Transparency in Securities Law Enforcement.” He has previously testified before various committees of the U.S. Senate and U.S. House of Representatives including testimony on such areas as Microcap Fraud; Criminal Elements in the Financial Markets; Information Sharing among Financial Regulatory Agencies; Risks Posed to Everyday Investors from IPOs in Private Equity and Hedge Funds; Illegal Investment Sales’ Practices Victimizing Senior Citizens; and SIPA and SIPC Modernization.

Borg served as a U.S. delegate to an Intergovernmental Expert Group for the United Nations Commission on International Trade and Law (UNCITRAL).

Borg previously served as in-house corporate counsel to First Alabama Bank (n/k/a Regions Bank, 1979-1984) and has been an adjunct professor of law at Faulkner University Jones School of Law teaching securities law and banking (1982-2002), and has been a Partner in the Montgomery law firm of Capouano, Wampold, Prestwood & Sansone (1984-1994).

He is admitted to practice in Alabama, Florida, New York, U.S. Federal District Courts in Alabama and Florida, the 5th and 11th Circuit Courts of Appeal and the U.S. Supreme Court.


Lee A. Schneider is General Counsel at Block.one, one of the world’s largest blockchain companies and creator of the EOSIO blockchain protocol.  In that role, Schneider is responsible for various aspects of the legal function as well as the company’s government affairs initiatives.

He joined Block.One after leading the blockchain, FinTech and broker-dealer practices at two major international firms.  Lee has been recognized as one of the leading voices in blockchain-related regulation and compliance and has played a role in structuring several of the largest and most successful blockchain-related projects.  He is the contributing editor of the Chambers and Partners 2019 FinTech Practice Guide.

Schneider co-hosts Appetite for Disruption, a bi-weekly FinTech podcast with former SEC Commissioner Troy Paredes, which features interviews with leading voices in the space.  Lee is also a co-founder of Genesis Block, a blockchain and start-up advisory firm.

Schneider holds a Juris Doctor degree from American University’s Washington College of Law and a bachelor’s degree in Economics from the University of Michigan.  He is the father of two wonderful, exhausting teenage ladies and learns about Japanese art history from his wife.  


Lenny Giltman is a Senior Managing Director at Kroll Bond Rating Agency where he acts as in-house counsel on rated transactions. Prior to joining KBRA, Lenny worked as an Associate at the international law firm of Dechert LLP, an analyst at Bloomberg LP, and a Vice President/Senior Analyst at Moody’s Investors Service. He graduated with a BA from the University of Florida and a JD from Georgetown University Law Center.


Michael Nonaka is co-chair of the financial services group and advises banks, financial services providers, and non-bank companies on a broad range of compliance, enforcement, transactional, and legislative matters. He has worked extensively with federal and state banking agencies and with other federal agencies authorized to regulate financial services. Mr. Nonaka also plays an active role in the firm’s Fintech Initiative and works with a number of banks, lending companies, money transmitters, payments firms, technology companies, and service providers on innovative technologies such as big data, blockchain and related technologies, bitcoin and other virtual currencies, same day payments, and online lending.

Mr. Nonaka has significant experience advising clients on issues arising under financial services legislation. He has advised clients on, among other areas, regulation as a systemically important financial institution, resolution planning, the Federal Deposit Insurance Corporation’s orderly liquidation authority under Title II, and the scope of the Consumer Financial Protection Bureau’s authority.

Mr. Nonaka also has advised a number of clients on compliance with TILA, ECOA, TISA, HMDA, FCRA, EFTA, GLBA, FDCPA, CRA, BSA, USA PATRIOT Act, FTC Act, Reg. K, Reg. O, Reg. W, Reg. Y, state money transmitter laws, state licensed lender laws, state unclaimed property laws, state prepaid access laws, and other federal and state laws and regulations


Nancy Wojtas is a Partner at Cooley LLP, an international law firm, and has served as counsel in connection with corporate governance matters, acquisitions, dispositions, mergers, private and public offerings, joint ventures, venture capital and bank financings, proxy contests, cryptocurrency offerings and going private transactions.

Nancy began her career with the Securities and Exchange Commission in the Division of Trading and Markets and she later served as counsel to the Chairman of the Commission.

Nancy was recognized as Lawyer of the Year in Corporate Governance in Palo Alto by The Best Lawyers in America in 2013. She has been recognized as a leading lawyer by The Best Lawyers in America in Corporate Governance from 2007-2019 and in its 2016 “Women Lawyer of the Year” awards.

Nancy is a member of the Opinions Committee of the California State Bar. Formerly she was the co-chair of the Corporations Committee of the Business section of the California State Bar.

Nancy is a frequent speaker on corporate governance, securities law and cryptocurrency and blockchain topics. In 2019, Nancy was an adjunct professor at Santa Clara Law School teaching Securities Regulation.

Education

New York University School of Law
LLM, 1977

Wayne State University School of Law
JD, 1976

University of Michigan
BA, 1972

Bar Admissions

California

New York

Illinois


Patrick D. Dolan focuses his practice on asset-backed and mortgage-backed securitization and has more than 30 years of experience representing warehouse lenders, issuers, underwriters, investors, multi-seller commercial paper conduits and a national rating agency.

Patrick was the chair from 2015-2018 of the New York City Bar Association’s Structured Finance Committee and is the editor of two books on securitization:  “Securitizations:  Legal and Regulatory Issues” published by Law Journal Press and “Structured Finance & Securitization – Getting the Deal Through” published by Law Business Research.  Patrick was recently elected a co-chair of the Structured Finance Industry Group’s Alternative and Emerging Markets Committee.


Pete Loukas serves as Head of Capital Strategy for Theorem Partners, a technology company leveraging machine learning to manage nearly $1 billion of institutional investments in marketplace lending assets.

Prior to Theorem, Pete served as VP of Strategy and Capital Markets at Laurel Road, a student loan, consumer loan and mortgage originator acquired by KeyBank in 2019. Since 2017, Pete’s team organized 10 securitizations representing over $5 billion of notional collateral balance, managed relationships with more than 100 ABS investors and 25 community banks actively purchasing whole loans, and advocated for marketplace lending policy with the SEC, Federal Reserve, US Treasury, and Congressional Leadership.

Pete previously led joint venture equity and structured debt financing at FD Stonewater and Phillips Realty Capital and spent the beginning of his career in Private Real Assets Investment Research at Cambridge Associates. Pete has earned the right to use the Chartered Financial Analyst (CFA) designation and the Chartered Alternative Investment Analyst (CAIA) designation. Pete earned his bachelor's degree in International Political Economy from Fordham University.

 

 

 


Sara Hanks, co-founder and CEO of CrowdCheck, is an attorney with over 30 years of experience in the corporate and securities field. CrowdCheck provides due diligence, disclosure and compliance services for online capital formation. Its services help entrepreneurs and project sponsors through the disclosure and due diligence process, give investors the information they need to make an informed investment decision and avoid fraud and help intermediaries avoid liability.

Sara’s prior position was General Counsel of the bipartisan Congressional Oversight Panel, the overseer of the Troubled Asset Relief Program (TARP). Prior to that, Sara spent many years as a partner of Clifford Chance, one of the world’s largest law firms.  While at Clifford Chance, she advised on capital markets transactions and corporate matters for companies throughout the world.  Sara began her career with the London law firm Norton Rose. She later joined the Securities and Exchange Commission and as Chief of the Office of International Corporate Finance led the team drafting regulations that put into place a new generation of rules governing the capital-raising process.

Sara received her law degree from Oxford University and is a member of the New York and DC bars and a Solicitor of the Supreme Court of England and Wales. She serves as co-Chair of the SEC’s Advisory Council on Small and Emerging Companies. She holds a Series 65 securities license as a registered investment advisor. Sara is an aunt, Army wife, skier, cyclist, gardener and animal lover.


Walt Draney is a partner in the firm’s Corporate and Securities Group and has been practicing law since 1999 when he joined Chapman and Cutler LLP. Walt works in the securities area, with an emphasis on investment company and traditional securities offerings. He represents a wide range of clients in the structuring and negotiation of public and private securities transactions, including underwriting arrangements, disclosure documents, registration with the SEC and listing on NASDAQ and the NYSE. Walt has extensive experience representing registered investment advisers and funds registered under the Investment Company Act of 1940 in connection with both new products and ongoing matters including numerous public offerings of exchange traded funds (ETFs) and closed-end funds. He also advises publicly held companies in corporate governance matters, including public company board meetings, proxy materials, periodic reports required to be filed with the SEC and ongoing disclosure and securities law matters.

Walt also serves as Chapman's Diversity Co-Partner, managing firmwide diversity and inclusion initiatives.

 


Nick is co-founder of Groundfloor Finance Inc. Groundfloor is an investment and lending platform where individuals can participate in short term real estate backed loans to professional builders and developers. Groundfloor makes real estate acquisition and development loans to developers looking to renovate, build, and sell single family and multifamily housing.

He received his Master of Laws from Duke University and his Bachelor of Science from the University of Alberta. Nick has previous work experience at The Financial Services Roundtable, SEC, FINRA, TD Waterhouse, and the Royal Bank of Canada.  

 


The mechanics of banking are largely fixed, difficult to change and hard to transform into a delightful experience. That’s where Best Egg is changing the playing field. Frank Borchert is General Counsel and Secretary for Marlette Funding, LLC a financial technology provider powering the Best Egg brand to find smarter ways to make money accessible so people can enjoy life.  Best Egg personal loans have helped over 370,000 customers access nearly $6B.

Mr. Borchert has extensive experience in the financial services industry and in serving consumers and small businesses through innovation.  Prior to joining Marlette, he served in various roles including Chief Regulatory Counsel for the consumer businesses at JPMorgan Chase and General Counsel for Chase Card Services.  Borchert served in the Administration of George W. Bush as Senior Advisor, Counselor to the Secretary of Housing and Urban Development and General Counsel at the Small Business Administration.  Prior to joining the government, he was EVP & Deputy General Counsel at Capital One Financial Corp. where he was responsible for managing the entire legal and government relations teams.  He began his legal career in private practice at Cleary, Gottlieb in Washington, DC.  He currently serves on the boards of the Marketplace Lending Association and Online Lenders Policy Institute, both of which are committed to expanding understanding and support for Fintech and responsible online lending.  Borchert has a B.A. from Swarthmore College, with High Honors; a law degree from N.Y.U. School of Law and was a Fulbright Fellow in Tokyo, Japan at the University of Tokyo and the Ministry of Finance.


Jacqueline Wolff is a partner and Co-chair of the Corporate Investigations and White Collar Defense Group at Manatt, Phelps & Phillips, LLP.  A former Federal prosecutor, Ms. Wolff has spent over twenty-five years successfully representing companies – from Fortune 100 companies to start-ups – and their corporate officers, in government investigations, including immigration cases relating to allegations of knowingly hiring unauthorized workers.  She serves on the Editorial Board for the Business Crimes Bulletin, the Advisory Board for White Collar Law 360, and Bloomberg BNA’s Pharmaceutical Law & Industry Report.  She is a former member of the Board of Directors of the New York County Lawyers’ Association and the New York Council of Criminal Defense Lawyers.  Ms. Wolff can be contacted by e-mail at jwolff@manatt.com, and by telephone at (212) 790-4620.


Jerry Marlatt is a partner in Mayer Brown’s New York office and a member of the Corporate & Securities practice. He represents issuers, underwriters and placement agents in public and private offerings of debt, covered bonds, surplus notes, securities of structured investment and specialized operating vehicles, and securities repackagings. 

Representative transactions include the first covered bond by a US financial institution, the first covered bond program for a Canadian bank, surplus notes and common stock for a US monoline insurance company, eurobond offerings by US issuers, and securities offerings for a variety of structured vehicles, including CBOs, SIVs, CDOs, derivative product companies, ABCP conduits and credit-linked investments. 

Jerry is co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012; updated 2014, 2016); a contributor to Covered Bonds Handbook, published by Practising Law Institute (2010; updated 2012-2014); and a charter member of the United States Covered Bonds Council. Jerry was named "Dealmaker of the Year" in 2013 by The American Lawyer for his work as issuer's counsel on the first covered bond deal ever registered with the Securities and Exchange Commission.