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Storming the Gatekeepers: When Compliance Officers and In-House Lawyers Are at Risk 2019


Speaker(s): Deborah R. Meshulam, Fredric D. Firestone, Gregory Morvillo, Jennifer H. Saperstein, Jessica L. Matelis, Jonathan R. Barr, Joseph K. Brenner, Joshua E. Levine, MaryJeanette Dee, Michael A. Umayam, Ralph DeSena, Richard J. Morvillo, Robert B. Kaplan, Ronald C. Machen, Samantha J. Leventhal, Stefanie J. Sundel, Susan L. Merrill
Recorded on: Sep. 4, 2019
PLI Program #: 253215

Deborah Meshulam has more than two decades of securities enforcement defense experience trying the full range of cases arising from allegations of securities law violations and related breaches of fiduciary duty.

Deborah represents clients in SEC and Department of Justice (DOJ) investigations, securities class actions and derivative lawsuits relating to claims of securities law violations, FCPA violations and counsels clients on compliance, regulatory and corporate governance matters.  She also counsels clients on Dodd Frank whistle blower program matters and represents clients in Public Company Accounting Oversight Board (PCAOB) investigations, FINRA and Exchange proceedings and in Exchange delisting hearings.

Deborah regularly conducts investigations on behalf of public companies or their audit committees, often relating to FCPA questions, accounting issues, alleged securities law violations and employee misconduct. She also regularly advises clients on securities law compliance and litigation avoidance. She has written on securities law issues for legal publications and is a frequent speaker at professional programs on securities-related issues. She also represents clients in rulemaking proceedings and in SEC inquiries from the Divisions of Corporate Finance and Trading and Markets, the Office of Chief Accountant and the Office of Compliance Inspections and Examinations.

Deborah's securities practice also includes counselling clients on a wide range of corporate governance, compliance and regulatory matters, including financial reporting and disclosure issues, design and implementation of compliance programs under the securities laws and the FCPA as well as issues faced by brokers/dealers, investment advisers and other regulated entities.


Fredric (Rick) Firestone represents corporations, financial institutions and individuals in investigations and enforcement proceedings by the US Securities and Exchange Commission (SEC) Division of Enforcement, the Financial Industry Regulatory Authority (FINRA), the Public Company Accounting Oversight Board (PCAOB) and state securities regulators. He also conducts internal investigations on behalf of management and boards of directors and counsels on corporate governance and compliance matters. In addition, Rick advises US-based companies doing business in international markets on anticorruption and compliance issues. He is the head of the Firm’s SEC Defense Group and co-chairs the Firm’s Foreign Corrupt Practices Act (FCPA) and International Anticorruption Group.

Previously, Rick was an associate director of the SEC Division of Enforcement, where he supervised complex investigations and enforcement actions and oversaw some of the most important and highest profile matters. He spearheaded the SEC’s investigation and settlements with multiple firms in connection with the collapse of the auction rate securities (ARS) market, which resulted in the return of more than $50 billion to investors. Rick was responsible for enforcement actions in the WorldCom and Enron matters and in all of the SEC’s major program areas. He received the Stanley Sporkin Award, the Division of Enforcement’s highest honor. Rick was also in private practice as a trial lawyer, and served as a judge advocate in the US Navy, where he tried numerous courts-martial, and was appellate defense counsel in espionage and capital murder cases.


Gregory Morvillo is best known for his work shaping insider trading law. His victory before the Second Circuit Court of Appeals in the landmark insider trading case United States v. Newman propelled him to being one of the most sought-after insider trading defense attorneys in the country.

He represented Anthony Chiasson in the criminal, appellate and regulatory actions in the above referenced case, all of which resulted in total exoneration. His work for Chiasson led Law360 to note that he “went toe-to-toe with hard-charging U.S. Attorney Preet Bharara to win a landmark Second Circuit decision … that raised the bar for prosecuting individuals who are one or more layers removed from sources of confidential information and overturned the conviction of his hedge fund manager client.”

In the wake of Newman, Greg has become immersed in insider trading and securities fraud cases. He has tried multiple insider trading/securities fraud cases to verdict over the past several years, and has taken on multiple appeals for clients in this ever-evolving area of the law. He also regularly advises public companies and privately-owned hedge funds on their compliance issues and methods to train/educate employees to avoid running afoul of the law. He has written and spoken on insider trading and corporate best practices dozens of times in the past few years.

Beyond his insider trading work, Greg has represented both individuals and corporations in dozens of federal and state court actions and in government investigations. He has litigated against United States Attorneys’ Offices across the country, the Department of Justice in Washington, D.C., numerous regional offices of the Securities and Exchange Commission, the New York State Attorney General’s Office, the Manhattan District Attorney’s Office, the New York Stock Exchange, FINRA, and other government and self-regulatory organizations. He has also handled appeals in the Second, Third, Fourth, and Tenth Circuit Courts of Appeals. He routinely advises clients on criminal law, securities, regulatory, civil, administrative and corporate governance issues.

Greg has been consistently honored by being named to the International Who’s Who of Business Crime Defence Lawyers in 2012, 2013, 2014, and 2015. He has twice been named to InterContinental Finance Magazine’s Leading Lawyer 500 list, which rates the top 500 lawyers in the world today.


Jennifer H. Saperstein, vice chair of the Anti-Corruption Practice Group, advises clients on compliance issues arising under anti-corruption laws, including the Foreign Corrupt Practices Act (“FCPA”). An experienced compliance counselor, she frequently conducts risk assessments and compliance program assessments, and has developed anti-corruption compliance programs for clients across a wide range of industries. Ms. Saperstein also leads cross-cutting compliance projects to help companies build and improve their compliance programs across areas of regulatory expertise, bringing together teams of regulatory experts to provide integrated advice.

Ms. Saperstein regularly assists companies with anti-corruption due diligence and compliance integration in connection with acquisitions, asset purchases, joint ventures, and other investment transactions.

Ms. Saperstein also helps corporations with efficient resolution of internal and government investigations into allegations of fraud and corruption.


Josh Levine is a Managing Director and Head of ICG Regulatory Investigations at Citigroup.  Working at Citigroup since 2006, Josh handles a broad range of regulatory and internal investigations, sweeps, enforcement and litigation proceedings, and other related inquiries conducted by federal and state regulatory authorities, criminal law enforcement authorities, and self-regulatory agencies.  Prior to Citigroup, Josh was an enforcement attorney in the SEC's New York Regional Office, with responsibility for planning and directing investigations and litigations involving all aspects of the securities markets. Prior to the SEC, Josh was a litigation associate at Davis Polk & Wardwell.  Josh received a J.D. from NYU School of Law in 1999, an M.A. in Political Science from Columbia University in 1995, and a B.A. in Government and History from Connecticut College in 1994.


Mr. Brenner has been Chief Counsel of the SEC’s Enforcement Division since January 2011. He also is Adjunct Professor at the Columbus School of Law, Catholic University of America.

Prior to joining the SEC, he was a partner at Wilmer Cutler Pickering Hale and Dorr LLP. At WilmerHale, he was Vice-Chair of the firm’s Securities Department, and his practice focused on securities enforcement, related civil and criminal litigation, and internal corporate investigations.

Mr. Brenner served as a Court Law Clerk for the U.S. Court of Appeals for the District of Columbia Circuit. He graduated from Georgetown University Law Center, and received his undergraduate degree from Cornell University.


Ralph DeSena is a Director in the Enforcement Department of FINRA, the self-regulatory organization overseeing the securities industry.  In this role, Ralph manages a team of six attorneys in all aspects of their investigations of member firms and associated persons, including taking testimony, requesting documents and other information, deciding on appropriate charges, preparing investigative memoranda, making settlement offers, issuing Wells Notices, drafting complaints, and preparing for hearings.  He also co-authored an internal white paper on the potential liability of Chief Compliance Officers and Anti-Money Laundering Compliance Officers under FINRA and SEC rules.  Ralph received a performance award for his work on FINRA’s new guidance on credit for extraordinary cooperation, Regulatory Notice 19-23.

Prior to joining FINRA, for nearly eleven years Ralph was a Managing Director and the Head of U.S. Litigation at the Royal Bank of Canada, one of the largest banks in the world by market capitalization.  In that role, Ralph managed a team of attorneys and paralegals, and was responsible for all U.S. regulatory and internal investigations, litigations, arbitrations and subpoenas for RBC Capital Markets, the investment banking arm of the bank.  Ralph personally managed and supervised outside counsel on the bank’s most significant litigation and regulatory exposures.  During his time at RBC, Ralph also was a member of the SIFMA Litigation Advisory Committee from 2007 to 2016, and served as chair from 2011 to 2012.

Before joining RBC, Ralph was a Vice President at Morgan Stanley, where he handled litigations, arbitrations and regulatory investigations for the individual investor, institutional securities and investment management divisions.  He also was heavily involved in the SEC-mandated "top-to-bottom" review of conflicts and business practices, which achieved a major shift in the firm's regulatory strategy.  In private practice prior to going in-house, Ralph was a litigation associate in the New York offices of King & Spalding LLP and Rogers & Wells (now Clifford Chance LLP), where his practice focused on securities and antitrust cases.  He began his legal career clerking for the Honorable Stewart Dalzell, a federal district court judge in Philadelphia.  Ralph graduated from UCLA School of Law in 1994 and received his Bachelor of Arts degree, summa cum laude, from Boston College in 1991.


Richard J. Morvillo, a partner in Orrick’s New York and Washington, D.C. offices, is a nationally-recognized expert in SEC enforcement and other white collar matters. He was named by Best Lawyers in America as the “2013 Lawyer of the Year - Securities Litigation” and Chambers USA has recognized Rich as “one of the deans of the securities enforcement bar." Over the past 35 years, he has been involved in over 200 SEC investigations, including some of the highest profile cases the SEC has handled. He also has extensive experience in FCPA cases, securities related white-collar criminal matters and private securities litigation. A former branch chief with the Securities and Exchange Commission's Division of Enforcement, Rich represents corporations, corporate executives, brokerage firms, investment advisers, accounting firms, auditors, law firms, hedge funds and individual investors in connection with SEC, PCAOB, NYSE, FINRA, congressional, state attorney general and grand jury investigations; SEC litigation; and complex securities cases.


Robert Kaplan is a litigation partner based in the Washington, DC office of Debevoise & Plimpton.  He has significant experience with a broad range of securities-related enforcement and compliance issues, including those involving requirements affecting SEC-registered investment advisors affiliated with hedge funds, private equity funds, investment companies, mutual funds and separately managed accounts.

Prior to joining Debevoise in 2012, Robert was Co-Chief of the Asset Management Unit of the U.S. Securities and Exchange Commission’s Division of Enforcement. In this role, he co-led a team of 75 lawyers and industry experts focused on investigations related to potential violations of securities laws by advisers to \ private equity funds, hedge funds,  mutual funds and separately managed accounts. He partnered with senior leadership in other divisions of the SEC to establish law enforcement priorities in the asset management industry and developed cross-agency initiatives to proactively detect violations in emerging risk areas.

During his seventeen-year tenure at the SEC’s Division of Enforcement, Mr. Kaplan also served as Assistant Director from 2004 to 2010, Assistant Chief Litigation Counsel in the Division’s Trial Unit from 1998 to 2004, and Staff Attorney and Senior Counsel from 1995 to 1998.He played a leading role in SEC enforcement actions across a variety of areas, including in actions related to Investment Advisers, Financial Fraud, Auditors, the FCPA, Broker-Dealers and Insider Trading. Robert has won several prestigious awards for his service in the Division of Enforcement, including the Chairman’s Award for Excellence and the Arthur F. Mathews Award.

Robert received his J.D. from New York University in 1992, and his A.B. B from Columbia University in 1989.


Ronald Machen has spent his entire twenty-four-year career either prosecuting or defending high stakes ‎criminal and civil litigation matters. He began his career in government service in 1997 as an Assistant US Attorney for the District of Columbia.  In this role, Mr. Machen prosecuted numerous matters involving bribery, government contract fraud, federal conspiracy, embezzlement, theft, and homicide. He then became a partner at WilmerHale where he represented clients in the areas of white collar criminal defense and corporate compliance.  In 2009, Mr. Machen was nominated and subsequently confirmed as the US Attorney for the District of Columbia, where he oversaw the investigation and litigation of major criminal and civil matters.

In 2015, Mr. Machen returned to WilmerHale and has become one of the nation's leading trial and white-collar defense lawyers. His practice focuses on domestic and international government enforcement actions, corporate and congressional investigations, and litigating civil business disputes. He is currently a member of the firm's global Management Committee and co-chair of the Investigations and Criminal Litigation Practice Group. Mr. Machen routinely helps Fortune 100 clients navigate high stakes crisis situations and currently serves as a Department of Justice appointed monitor in a significant health care matter.


Samantha J. Leventhal is the Global Financial Crimes Executive responsible for the oversight for Individual and Small Business Banking, Wealth Management and Investing.  In this role, Samantha is responsible for driving the execution of the anti-money laundering program through the Consumer and GWIM businesses and evaluating and mitigating risks presented by those businesses.

Prior to this role, Samantha was the Global Wealth and Investment Management Risk Executive serving as the Chief Risk Officer for Merrill Lynch Wealth Management and Merrill EDGE.  In this role, Samantha was responsible for looking across all seven risk types that define our risk management program and evaluate the impact of those risks on our retail broker-dealer activities.

Samantha joined Merrill Lynch & Co. Inc. in May 2002 as a member of the Office of General Counsel in the Global Monetary and Financial Control Group.  This group was responsible for developing and implementing the company’s anti-money laundering program.  Samantha was part of that team until 2008 and as part of the transition work between Bank of America and Merrill Lynch, Samantha assumed responsibility for the Enterprise Client Coverage Team which was responsible for building a client referral program between the newly combined Bank and broker-dealer.  In 2012, Samantha joined GWIM Compliance and served as the GWIM Compliance Chief Operating Officer coordinating strategic business initiatives across the GWIM businesses.  In 2015, Samantha was named the GWIM Compliance Executive responsible for the GWIM Investment Solutions Group and Retirement and Personal Wealth Solutions group overseeing the compliance program for these retail broker-dealer products.  In 2017, Samantha was named the Merrill Lynch Wealth Management/Merrill EDGE Chief Risk Officer and Samantha assumed her current role as Global Financial Crimes Executive in May 2019. 

Samantha graduated from the University of Pennsylvania where she studied Diplomatic History and subsequently attended the Benjamin N. Cardozo School of Law.  After law school, Samantha practiced white collar criminal defense where she represented both corporations and individuals in complex business investigations. 

Samantha lives in New York and is active with fundraising for the Memorial Sloan Kettering Cancer Center.  Samantha is also an avid hiker and has hiked across six of the seven continents around the globe. 


Stefanie J. Sundel, Esq. is Regulatory Counsel at Oz Management LP, the investment adviser of Och-Ziff Capital Management Group Inc., a global, diversified alternative asset management firm with a range of fully integrated platforms across Multi-Strategy, Credit, and Real Estate.

Previously, Stefanie was a Securities Compliance Examiner and Attorney in the SEC’s Office of Compliance Inspections and Examinations in the Investment Adviser/ Investment Company Examination Program. During her tenure at the SEC, Stefanie led and conducted complex examinations of investment advisers, including private equity and hedge fund firms, to ensure compliance with federal securities laws such as the Investment Advisers Act of 1940 and the Investment Company Act of 1940.  

Prior to joining the SEC, Stefanie was an associate at Bernstein Litowitz Berger & Grossmann LLP, where she specialized in private litigation focusing on securities fraud, corporate governance, and shareholder rights.  While in private practice, Stefanie was a member of the trial team prosecuting In re Bank of America Securities Litigation, which settled for $2.425 billion, the largest securities class action recovery ever resolving violations of Sections 14(a) and 10(b) of the Securities Exchange Act of 1934.  She also served as counsel on behalf of the institutional investor plaintiffs in In re Citigroup, Inc. Bond Action Litigation, which settled for $730 million, the second-largest recovery ever in a securities class action on behalf of purchasers of debt securities.

Stefanie is a Certified Fraud Examiner, holds a Bachelor of Arts in International Relations from Franklin University Switzerland (magna cum laude), and a Juris Doctor from New York Law School (cum laude).   


SUSAN MERRILL assists broker-dealers, investment advisers, financial institutions, exchanges and Fortune 500 companies across the United States in investigations before the SEC, CFTC, FINRA and state securities regulators. Susan also conducts internal investigations and advises clients on regulatory compliance matters.  Susan is the former head of enforcement at FINRA, where she oversaw the establishment and development of its enforcement program. She joined FINRA from her position as enforcement chief at New York Stock Exchange Regulation when it merged with the NASD in 2007. Before she became a regulator, Susan was in private practice for 17 years and represented clients in some of the highest-profile matters on Wall Street.

Recent assignments include:

  • Representing the lead underwriter in multiple regulatory investigations relating to a high-profile IPO
  • Representing a senior executive in investigations by the SEC, CFTC and DOJ relating to MF Global
  • Representing a major broker-dealer in a settled SEC enforcement action relating to the sale of CDOs
  • Representing a national securities exchange in an internal investigation relating to the use of error accounts
  • Successfully defended a research analyst in a FINRA investigation resulting in no action
  • Representing a swaps trader in a CFTC investigation relating to manipulation of swap index

Awards 

  • Strong leadership on behalf of her clients has earned Susan many accolades from leading publications. Chambers USA noted “The ‘very knowledgeable’ Susan Merrill is praised for the ‘good practical and strategic advice’ which she is able to offer to broker-dealer clients.” Other major awards include: 
  • Law360’s 25 Most Influential Women in Securities Law: The profile showcases many of the highlights of her career, including having served as the Financial Industry Regulatory Authority’s first head of enforcement and establishing the Credit for Cooperation policy at the New York Stock Exchange.
  • Chambers USA: America’s Leading Lawyers for Business – Financial Services Regulation: Broker-Dealer (Compliance) (2012) 
  • Chambers USA: America’s Leading Lawyers for Business – Financial Services Regulation: Broker-Dealer (Enforcement) (2013–2017)
  • The Best Lawyers in America – Securities Regulation (2013–2019)
  • The Legal 500 US – Financial services: litigation (2013–2017)


A former Assistant U. S. Attorney, Department of Justice Fraud Section Trial Attorney and Securities and Exchange Commission Senior Counsel, Jon Barr is a seasoned advocate who vigorously defends and advises public companies, corporate executives, and individuals in white collar criminal and SEC enforcement matters.

With more than twenty years of experience in government investigations, Jon is regularly retained by corporations and executive management to conduct internal investigations into whether FCPA or other violations have occurred, to provide advice during investigations and to advise clients on remedial measures and compliance programs. Jon's engagements include representing clients in investigations involving the FCPA, complex accounting and securities law issues, insider trading restrictions, healthcare fraud claims, the False Claims Act and export controls issues.

The Securities Docket named Jon to its "Enforcement 40 for 2017," which is Securities Docket's list of the 40 best and brightest securities enforcement defense lawyers in the United States. He is ranked in Chambers USA for Litigation: White Collar Crime & Government Investigations in the District of Columbia.


Mr. Umayam joined Carlson Capital, L.P. in 2017 and is an attorney with over seventeen years of legal experience.  Prior to joining the Firm, Mr. Umayam served as a Senior Counsel in the Division of Enforcement for the U.S. Securities and Exchange Commission.  During his over five years of service with the SEC, Mr. Umayam investigated a wide variety of matters in the investment advisory and hedge fund industries.  Before joining the SEC, Mr. Umayam spent over ten years at Fried, Frank, Harris, Shriver & Jacobson LLP, where he was a Special Counsel in the firm’s Securities Enforcement and Regulation practice group.  Mr. Umayam graduated magna cum laude from The Catholic University, Columbus School of Law, and received his B.A. from The College of William and Mary.


MaryJeanette Dee is a partner in the Government Contracts, Investigations and International Trade Practice Group in the firm’s New York office. She is the Team Leader of the Securities Enforcement Team and a member of the firm’s Executive Committee.  She also serves as the Firm’s Co-Managing Partner.

MaryJeanette concentrates in internal investigations and regulatory and white collar criminal defense. Ms. Dee frequently represents banks, broker-dealers, investment advisers, corporate officers, financial advisors and other securities professionals in connection with domestic and cross-border investigations and inquiries by U.S. Attorney’s Offices for the Southern and Eastern Districts of New York, the SEC, the CFTC, FINRA, the NY Attorney General’s Office, the FRB, the NY Department of Financial Services and other governmental entities and self-regulatory organizations. She has conducted numerous internal investigations into a wide variety of allegations, including insider trading, trading and position valuation issues, misuse of confidential information, embezzlement, money laundering and BSA/AML issues, sanctions compliance and retail brokerage sales practice violations.