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Securities Law and Practice 2019: How the SEC Works


Speaker(s): Adam E. Fleisher, Andre E. Owens, Andrew J.(Buddy) Donohue, Clifford E. Kirsch, Ghillaine A. Reid, Janet M. Grossnickle, Kenneth O'Connor, Lawrence P. Stadulis, Stephani M. Hildebrandt
Recorded on: Oct. 17, 2019
PLI Program #: 253555

Adam E. Fleisher’s practice focuses on a wide range of corporate finance transactions, including fund investing, international and U.S. capital markets offerings, and liability management transactions, as well as private equity firm structuring and compliance, and securities and loan trading. Adam joined the firm’s New York office in 2000 and became a partner in 2008. He was resident in the firm’s London office from 2001 to 2005, when he returned to New York.


Andre Owens' practice focuses on securities trading and markets activities. He counsels broker­ dealers, securities exchanges, investment advisers and other clients on a variety of regulatory issues under the rules of the SEC, FINRA and various securities exchanges, including Regulation NMS; Regulation ATS; short sale regulation; automated trading and risk controls and order handling matters. Mr. Owens also provides advice with respect to acquisitions of securities broker-dealers and investment advisers.

Mr. Owens served as a member of the Counseling and Regulatory Policy Group of the SEC's Office of General Counsel from 1992 to 1994, where he provided advice and recommendations on various proposals presented for Commission action, including proposed rulemaking actions, exemptive applications and enforcement matters. From 1994 to 1997, he served as Counsel to SEC Commissioner Steven M.H. Wallman and advised Commissioner Wallman on market regulation and investment adviser issues, as well as on a variety of administrative law issues.

Honors & Awards

Mr. Owens has been recognized as a leader in the financial services regulation: broker dealer field in the 2010-2019 editions of Chambers USA: America's   Leading Law yers in Business.  Mr. Owens is a member of The American Law Institute.

Professional Activities

Mr. Owens is a member of the Business Law Section of the American Bar Association, the Securities Industry Financial Markets Association's Legal and Compliance Division and the National Association of Securities Professionals. He also taught a course entitled "The Regulation of Securities Professionals and the Securities Markets" at Georgetown University Law Center.

Education

JD, Harvard Law School, 1988

BS, summa cum laude, Providence College, 1985


Andrew J. Donohue, widely known as Buddy Donohue, has over 40 years of experience in both senior government and private sector roles, having 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). Buddy was most recently at the law firm of Shearman & Sterling LLP (2017-2019) and also served as 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 is currently an independent Director of certain BNY Mellon Funds (2019 to present) and has been an officer, director and counsel for numerous investment advisers, broker-dealers, commodity trading advisors, transfer agents and insurance companies. He also has served on the boards of business development companies, registered open-end funds, closed-end funds, exchange-traded funds, Cayman funds and Dublin-based and Luxembourg-based UCITS. He has  served as Chairman of the ABA Investment Companies and Investment Advisers Subcommittee, and as an Editor of the ABA Guide for Fund Directors. He also sits on the Board of the Mutual Funds Directors Forum (2018 to present).

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.


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


Ghillaine Reid is a Partner in the firm’s Government Investigations, Compliance, and Enforcement practice. She focuses her practice on government and securities regulatory investigations, financial services litigation, commercial litigation and corporate compliance. Drawing on her experience in government service and private practice, Ghillaine regularly represents corporations and individuals in investigations conducted by the Securities & Exchange Commission, the Department of Justice, the Financial Industry Regulatory Authority and other government and regulatory agencies. Ghillaine has successfully defended several high profile SEC investigations and enforcement proceedings involving a wide range of significant issues, including insider trading, accounting fraud, market manipulation and broker-dealer sales practice violations. Prior to entering private practice, Ghillaine was a Branch Chief and Staff Attorney in the New York Regional Office of the Securities & Exchange Commission's Division of Enforcement, where she investigated and litigated a wide range of securities enforcement matters.

Ghillaine also represents clients in complex financial services and commercial litigations matters, in both federal and state courts. She has achieved favorable outcomes in cases involving fraud, breach of contract, breach of fiduciary duty, misrepresentation and tortious interference. She has also successfully defended clients in large scale arbitration proceedings, both through the Financial Industry Regulatory Authority and the American Arbitration Association.


Ken O’Connor is Branch Chief in the Division of Investment Management’s Analytics Office (“AO”). Ken manages one of AO’s branches, which is focused on conducting outreach and examinations that are focused on informing policy and developing analytical tools to monitor various aspects of the asset management industry. Ken started his career with the SEC in 1999 working in the New York Regional Office with OCIE’s IA/IC Examination Program as a Staff Accountant until 2007. In 2008, after a year in the private sector, Ken returned to the same group as a Branch Chief. While in the private sector, Ken worked at Ivy Asset Management, LLC as the Head of US Regulatory Compliance. Ken graduated from Long Island University’s C.W. Post Campus in 1999 with a Bachelor’s Degree in Finance and Accounting.


Lawrence Stadulis advises clients in matters pertaining to the registration and regulation of investment advisers and investment companies under federal and state securities laws. He also manages related issues pertaining to investment advisers and investment companies including matters involving ERISA, broker-dealer regulation and banking laws.

Mr. Stadulis is a frequent lecturer and author on legal matters pertaining to the investment management industry.

Before joining Stradley Ronon, Mr. Stadulis was a partner with another law firm. Prior to that, he was special counsel in the Office of Chief Counsel, Division of Investment Management, U.S. Securities and Exchange Commission. As special counsel, Mr. Stadulis was principally responsible for responding to no-action and interpretive requests under the Investment Company Act of 1940 and Investment Advisers Act of 1940.

Mr. Stadulis was recommended as a national leader in “investment funds: registered funds” in the 2011, 2010, 2009 and 2008 editions of Chambers USA: America’s Leading Lawyers for Business.


Stephani Hildebrandt offers her clients a thorough understanding of corporate transactions as a member of Eversheds Sutherland (US)'s Capital Markets and Investments Practice Group She counsels issuers and investment banks in public and private securities transactions. Working closely with venture and early stage companies, Stephani also advises clients on a broad range of corporate and securities matters, including corporate governance, disclosure, regulatory and related compliance matters. She represents various entities, including business development companies, financial institutions, technology and industrial companies in initial public offerings, corporate restructurings and mergers and acquisitions.

Prior to joining Eversheds Sutherland (US), Stephani practiced in the corporate and securities and financial services practice groups of several firms in Washington, D.C. Stephani is a member of the District of Columbia and the Massachusetts bars. She is a former managing editor of the Suffolk University Law Review.

 


Janet M. Grossnickle is an Assistant Director (Chief Counsel’s Office—Enforcement Liaison) in the Division of Investment Management of the U.S. Securities and Exchange Commission. Before joining the U.S. Securities and Exchange Commission, Ms. Grossnickle was an associate in an investment management law practice in Washington DC.

Ms. Grossnickle received her J.D. degree, summa cum laude, from Boston College Law School and her B.S. degree with distinction from the Pennsylvania State University. She is a member of the District of Columbia Bar and the Virginia State Bar.