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Securities Law and Practice 2020: How the SEC Works


Speaker(s): Adam E. Fleisher, Andrew J. (Buddy) Donohue, Clifford E. Kirsch, Emily P. Gordy, Gary M. Brown, Geeta Dhingra, Holly H. Smith, Lawrence P. Stadulis, Maurya C. Keating
Recorded on: Oct. 6, 2020
PLI Program #: 275417

Adam Fleisher’s practice focuses on a wide range of global and U.S. corporate transactions.

Adam is a leading capital markets advisor. He has advised on many capital markets offerings, from IPOs to convertible bonds to rights offerings, acting for both issuers and underwriters, as well as advising clients with ongoing reporting obligations and governance considerations.

Adam also has extensive experience as a corporate advisor to alternative asset managers, especially in the areas of governance, succession planning, and the structuring and sale of GP stakes, as well as regulatory compliance, particularly beneficial ownership reporting and insider trading considerations.

In addition, Adam frequently represents buy-side investors, such as hedge funds and sovereign investors, in pre-IPO investments, PIPEs, and similar transactions.

Adam especially enjoys working on novel and complex matters, and frequently works on transactions at the intersection of the above areas, including transactions involving business development companies (BDCs), restructurings/bankruptcies, and use of the public markets by funds.

Adam has numerous publications and speeches to his credit. He teaches a highly regarded advanced capital markets seminar at Yale Law School. Adam also serves as the Vice Chair of the ABA Business Law Section’s International Securities Matters Subcommittee and is a longstanding member of the Practical Law Company U.S. Advisory Board.

Adam has spent his entire legal career at Cleary Gottlieb. 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.


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


Gary M. Brown is a partner with Nelson Mullins Riley & Scarborough LLP, where he concentrates his practice in securities, representation of public companies and corporate governance. Prior to joining Nelson Mullins in 2018, he had served for seven years as the Chief Executive Officer of a financial services firm that specialized in the life settlement market and which, during his tenure, acquired and managed life settlement portfolios with over $4 billion (USD) in face amount.

In his thirty-two years of private law practice, Gary has been recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers. In addition, from 1994 until 2011, he taught corporate and securities law at the Vanderbilt University Law School. He also served as general counsel to the Ethics and Compliance Officer Association (now known as the Ethics and Compliance Initiative), then the world’s largest group of ethics and compliance professionals. 

Gary is a frequent instructor at securities programs for the Practising Law Institute, co-chairing one of PLI’s national securities programs, Understanding the Securities Laws and instructing at the SEC Reporting and Practice Skills Workshop for Lawyers. 

During 2002, Gary served as Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee (and also worked with the Committee's Permanent Subcommittee on Investigations (“PSI”)) in its investigation into the causes of the collapse of Enron Corp.   During 2010, he was retained by PSI to assist in its investigation, “Wall Street and the Financial Crisis,” and related televised hearings.  While on those assignments, he provided advice on aspects of both the Sarbanes Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as those pieces of legislation were being debated in the Senate.

Gary has authored numerous publications on securities and compliance issues, including PLI’s Securities Law and Practice Deskbook, which is updated semi-annually, PLI’s Master the 8-K and Master the 10-K and 10-Q, and the chapter “Introduction to Life Settlements” in PLI’s treatise Financial Product Fundamentals. His other publications include: PLI’s Guide to the SEC’s New Executive Compensation Disclosure Rules (Practising Law Institute 2007); The Implications of the U.S. Sarbanes-Oxley Act, (Japanese-German Center-Berlin/ Max Planck Institute For Foreign Private and Private International Law – September 2004, The Oxford Press).


Geeta Dhingra is a Special Counsel in the Office of Chief Counsel, Division of Trading and Markets, where she focuses on broker-dealer registration status issues.  Prior to joining the SEC, Ms. Dhingra was in private practice in New York.  Ms. Dhingra obtained her law degree from American University, Washington College of Law and her undergraduate degree from Northwestern University.


Holly Smith is a partner in the Washington, DC office of Eversheds Sutherland LLP specializing in broker-dealer and investment adviser issues.

Holly assists broker-dealers, investment advisers, and their parent companies develop systems and procedures for compliance with SEC, FINRA, and state securities rules and regulations.  She also assists these entities with regulatory exams and investigations. Holly also specializes in compliance with SEC and FINRA rules and regulations that govern the handling and custody of customer funds and securities.  She represents financial institutions negotiating different types of platform agreements including clearing agreements, and in transactions involving buying and selling of businesses and assets.  She also represents financial services companies in state unclaimed property audits.

Holly began her legal career in the financial services sector as an attorney with the SEC. In her 13 years with the SEC, she served as counsel to Commissioner Mary L. Schapiro for approximately five years and later was appointed an associate director in the Division of Market Regulation (now the Division of Trading and Markets). Her responsibilities included oversight of the U.S. stock exchange, options and over-the-counter markets and certain rulemakings under the Securities Exchange Act of 1934. She worked extensively on sales practice, compliance and market structure issues, including the development and adoption of rules for the handling of customer orders and the treatment of quotations entered into electronic communications networks. In addition, she advised the SEC on matters relating to the sale of over-the-counter derivatives.

Holly has been recognized by The Legal 500 United States and Chambers USA in the area of financial services regulation.  Holly is a former member of the Board of Directors of the National Society of Compliance Professionals.


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.


Maurya Crawford Keating is an Associate Regional Director in the New York Regional Office of the U.S. Securities and Exchange Commission.  She joined the Investment Adviser/ Investment Company unit of the SEC’s Office of Compliance, Inspections and Examinations in 2018. 

Before joining the SEC, she was a Lead Director and Associate General Counsel in the National Compliance Office of AXA Equitable Life Insurance Company.  Her work for AXA Equitable included advising on a wide range of securities, insurance and investment advisory compliance, product and distribution issues, including international legal and compliance issues associated with AXA Equitable’s affiliation with AXA Group, a global financial services organization.  Maurya was also Vice President, Chief Broker-Dealer Counsel & Investment Advisor Chief Compliance Officer of AXA Advisors, LLC, a full-service broker-dealer and investment adviser.  Prior to AXA Equitable, she was an Associate General Counsel at New York Life Insurance Company and Royal Alliance Associates, Inc.

Maurya received her J.D. from St. John’s University School of Law, and her B.A. and M.A. from The Catholic University of America. She is admitted to practice as an attorney in New York state, and is on the Roll of Solicitors of the Law Society of England & Wales.


Emily counsels broker-dealer and investment advisor clients, and is a member of the firm’s Financial Services Litigation Department and Broker-Dealer/Investment Advisor Industry 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, sales practice, 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 the 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.