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Alternative Finance Summit 2020: Marketplace Lending, Cryptocurrency and Crowdfunding


Speaker(s): Arlen W. Gelbard, Brian Foley, Brian S. Korn, Faith L. Anderson, Frank R. Borchert, III, Henry G. Morriello, Hilary Kivitz, Jacqueline C. Wolff, Jennifer A. Zepralka, Jerry R. Marlatt, Joseph P. Borg, Karen Ubell, Lee A. Schneider, Lenny Giltman, Michael Nonaka, N. Adele Hogan, Nancy H. Wojtas, Nick Bhargava, Patrick D. Dolan, Raphael M. Russo, Sara Hanks
Recorded on: Sep. 10, 2020
PLI Program #: 278460

Jerry Marlatt specializes in corporate finance with a focus on structured capital markets. He represents issuers, underwriters, and placement agents in covered bonds, surplus notes, structuring investment and specialized operating vehicles, insolvency restructuring of such vehicles, securities repackagings, and public offerings and private placements of asset-backed securities in domestic and foreign capital markets. Mr. Marlatt’s representative transactions involve the first covered bond by a U.S. financial institution and the first covered bond program for a Canadian bank. Mr. Marlatt has been ranked by Chambers USA as one of America’s leading capital markets–securitization lawyers and has also been cited as a recommended lawyer for structured finance–derivatives and structured products by The Legal 500—United States. He is a member of the Steering Committee of the U.S. Covered Bond Council, organized by SIFMA and the ASF, and is recognized as the leading U.S. practitioner in the covered bonds area.


Hilary is an advisor and investor to early stage venture-backed companies and funds with an emphasis in fintech and other highly regulated areas. 
 
She was a Partner at Andreessen Horowitz, setting up the first crypto fund to be registered with the SEC as an RIA. She designed complex investment structures and regulatory strategies for portfolio companies and oversaw operations, legal and compliance functions. Previously, Hilary was at Ribbit Capital and Propel where she supported a large portfolio of Fintech investments including some early bets in cryptocurrency and adjacent spaces and companies that conducted token offerings. Hilary also spent several years at Skadden in New York where she was a trusted advisor to public and private companies and investment funds in corporate, securities and related matters.
 
Hilary has been a frequent speaker on venture and blockchain topics and has worked with regulators at the SEC and in both houses of Congress regarding crypto regulatory matters. She has been a Lecturer at UC Berkeley Boalt School of Law, an Executive Fellow of the Berkeley Center for Law and Business, a member of the Steering Committee of TechGC, and a member of the Board of McSweeney’s Publishing. She holds a JD from Georgetown University Law Center, a BPhil in philosophy from Oxford University and a BA in philosophy from UC Berkeley.


 

PRACTICES

Corporate

Capital Markets & Securities

Corporate Governance

EDUCATION

J.D., Harvard Law School, 1994
cum laude

B.A., Amherst College, 1989
magna cum laude

Related Regions

Asia, Europe, India

RECOGNITION

The Legal 500

A partner in the Corporate Department, Raphael M. Russo focuses on capital markets and corporate finance as well as the representation of public companies and investors.

EXPERIENCE

As a member of the Securities Practice Group, Ray has represented issuers and underwriters in connection with initial public offerings, secondary offerings and Rule 144A debt offerings. His transaction experience includes offerings for both domestic and foreign issuers. He also regularly advises issuers and investors in connection with restructurings, recapitalizations and shareholder activism. Ray is recognized by The Legal 500 in Capital Markets.

As part of his domestic and international issuer practice, Ray advises public companies on a range of corporate governance and disclosure issues. He also helps senior management and significant shareholders of public companies implement liquidity and monetization strategies.

He represents financial institutions on transactional and regulatory matters and also provides advice on trading and compliance issues to investment managers.

Ray is a member of the Association of the Bar of the City of New York and has served as a member of its Securities Regulation Committee and Financial Reporting Committee. He is also a member of the Practising Law Institute’s Corporate and Securities Law Advisory Committee. He serves as a trustee for the American Red Cross in Greater New York, where he is a member of the Executive Committee.


Adele Hogan is a capital markets and mergers counsel who frequently works on regulatory, FinTech and securities offerings matters, including SPACs.  She advises on GRC – governance, risk and compliance – and is active in strategic growth advisory work, including the corporate side of restructurings inside and outside of bankruptcy.

Adele’s work involves diverse industries, including: financial institutions; energy and utilities; healthcare (medical devices, biotech and pharmaceuticals), leisure (gaming and hotels); real estate, telecommunications, media and technology; transportation (airlines, automotive, shipping, rail); and retail.

Adele frequently chairs and speaks at national law programs.  She has served as an adjunct law professor at Fordham University School of Law and speaks at Cornell University Law School and the Levin Institute.

Adele worked for over ten years at Cravath Swaine & Moore LLP, and was a partner at White & Case LLP and Linklaters LLP. Adele most served as Director – Group Audit (Legal and Regulatory) at Deutsche Bank.  Adele has done strategic consulting work (revenue enhancements, deposit growth, FX, derivatives, mergers) for large banks and led anti-financial crimes investigations, risk framework implementations and corporate governance matters.

Involvement

  • New York City Bar Association (Securities Regulation Committee (former Chair), Financial Reporting Committee (former Chair), Banking Law Committee, Mergers & Acquisitions Committee)
  • New York State Bar Association, Business Law Section (Executive Committee), Securities Regulation Committee, Investment Management Committee
  • American Bar Association, Federal Securities Law Committee
  • Association of Corporate Counsel
  • Women in Derivatives (WIND), 100 Women in Finance, Women in Funds
  • National Association of Corporate Directors (NACD)
  • Society of Corporate Governance Professionals
  • SIFMA (Legal Society and Internal Audit Society)
  • Risk Management Association (RMA)
  • Financial Executives Network Group (FENG)

Education

  • Cornell University Law School, Juris Doctor
  • Cornell University, Bachelor of Arts 


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 Foley is a Managing Director at Silicon Valley Bank (SVB) where he co-heads the Warehouse Finance practice. Brian has deep professional experience in Asset-Based lending, including warehouse lending and ABS structuring, particularly in the Fintech space. Asset class experience includes consumer, small business, residential real estate, auto, solar credits, and mortgage lending.

Other experience includes Structured Products, total return swaps, lending, bank funding, and regulatory capital. Functions include banking, analytics, and marketing. Prior to joining SVB Brian spent 7 years at Macquarie Group as a Managing Director in the Credit Markets Division.  Previous work experience includes ABS, CDO, and TRS structuring and origination along with unwinding the legacy structured product asset book for Bank of America Merrill Lynch, including CDOs and Auction Rate Securities.

Brian holds a BBA from the University of Notre Dame and an MBA from Sloan School of Management at MIT.


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.


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.


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.


Jennifer Zepralka is the Chief of the Office of Small Business Policy in the U.S. Securities and Exchange Commission’s Division of Corporation Finance.  The office assists companies seeking to raise capital through exempt or smaller registered offerings, and participates in and reviews SEC rulemaking and other actions that may affect small businesses. 

Before joining the Office of Small Business Policy in 2018, Ms. Zepralka was a partner in the Transactional and Securities Departments at Wilmer Cutler Pickering Hale and Dorr LLP, where she focused on federal securities law compliance, disclosure and corporate governance issues.  Ms. Zepralka previously worked in the Division of Corporation Finance as Senior Special Counsel to the Director of the Division of Corporation Finance from 2009 to 2013.  Prior to first joining the SEC staff, she was an associate and counsel at WilmerHale in New York and Washington, DC and an associate at Allen & Overy in London.

Ms. Zepralka received her law degree from the University of Pennsylvania Law School and B.A. from Dartmouth College.


Karen Ubell is a partner in Goodwin’s Technology group and Digital Currency and Blockchain Technology practice. She practices general corporate and securities law, focusing primarily on transactions and regulatory compliance in connection with the implementation and adoption of novel technologies, including but not limited to blockchain, distributed networks, cryptocurrencies and digital assets. Ms. Ubell represents investors and issuers in digital asset offerings, private financings and securities offerings, and advises startups and existing companies in the implementation and development of blockchain technologies and tokenization models. Ms. Ubell also advises blockchain projects, digital asset trading platforms and blockchain industry groups on regulatory compliance as well as direct interactions with regulators, offering unique perspective and insight gained from her experience in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC).


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, a partner in the New York office of Manatt, Phelps & Phillips, LLP, a national professional services firm, has spent over 30 years successfully defending companies and individuals accused of white collar crimes, including those in the financial services industry.  Jacqueline, a former federal prosecutor, focuses her practice on matters involving potential violations of the securities and tax laws as well as on those involving alleged healthcare fraud.

Her cases have run the gamut, from a Fortune 100 company under investigation by the SEC for accounting fraud, to a FinTech start-up under investigation for potential fraud in relation to its advertising, both resulting in declinations, to an individual in the LIBOR investigation, also resulting in no charges being brought.  She also has worked with numerous companies – from multinationals to start-ups – to strengthen their compliance programs, with a particular focus on compliance with the Foreign Corrupt Practices Act. 

While in the United States Attorney’s Office, Jacqueline received numerous awards, including from the Attorney General of the United States, the EPA and the NRC.  Jacqueline currently serves on the Editorial Board of the Business Crimes Bulletin and on the Advisory Board of Bloomberg Pharmaceutical Law & Industry Report.  She is a member of the NY Counsel of Defense Lawyers, the Women in White Collar Defense Association, and the White Collar Crime Subcommittee of the NYC Association of the Bar’s Women in the Legal Profession Committee. She is a former Board member of NYCLA and the NYCDL. 

 


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.