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Regulatory Framework for Security-Based Swaps

Speaker(s): Curtis A. Doty, Marlon Paz, Matthew F. Kluchenek
Recorded on: Jan. 27, 2020
PLI Program #: 294876

Marlon Paz is head of Mayer Brown’s Broker-Dealer Regulation & Compliance practice. He counsels broker-dealers and other financial services firms in matters related to securities regulation, SEC and FINRA enforcement, internal investigations and examinations, and compliance. Marlon also provides advice with respect to acquisitions of securities broker-dealers and investment advisers.

Marlon is regularly engaged in complex matters for his substantive expertise in a variety of regulatory issues under SEC, FINRA, and SRO rules, on matters concerning “status” and registration requirements, particularly Rule 15a-6; financial responsibility issues; short sale regulation; automated trading and risk; sales practice rules; privacy; Regulation ATS considerations; Regulation M considerations; soft-dollar matters; clearance and settlement issues; credit rating agency regulations; insider trading policies and procedures; and rules relating to self-regulatory organizations (SROs). Marlon was one of the key people involved in these rulemaking initiatives, during his six-year tenure at the Securities and Exchange Commission. Marlon played a key role in developing the SEC’s positions on many important regulatory and enforcement matters.

Marlon has spent a number of years in private practice, focusing on complex securities litigation, corporate and fiduciary litigation, and corporate finance matters. In addition, Marlon served as the Principal Integrity Officer of the Inter-American Development Bank, where he led a team of lawyers and investigators in the development, investigation and prosecution of fraud and corruption cases, and had oversight over compliance procedures relating to issues such as integrity due diligence, anti-money laundering, offshore financial centers, and the Office of Foreign Assets Control Specially Designated Nationals List.

Marlon is a member of the adjunct faculty of Georgetown University Law Center, where he teaches courses on US regulation of financial institutions and securities markets, securities law and the internet, and international business litigation. In addition, Marlon is a frequent speaker on federal securities law issues.

Marlon serves as the Chair of the Trading and Markets subcommittee of the Business Law Section of the American Bar Association and as the General Counsel to the District of Columbia Bar, the largest mandatory association of lawyers in the United States. He has been recognized as one of the “100 Most Influential U.S. Hispanics” by Hispanic Business Magazine. He is a past president of the Hispanic Bar Association of D.C. and a former national vice-president of the Hispanic National Bar Association. He has been honored with the Leadership Award from the Hispanic National Bar Foundation and appointed an ambassador by the American Bar Association Business Law Section.

Matt Kluchenek is a partner in Mayer Brown’s Banking & Finance group and a member of the Derivatives and Fintech practices. He has a broad-based financial services practice in which he counsels financial institutions, asset managers, trading advisors, trading firms, fintech companies, multinational corporations, brokers, exchanges and financial service technology providers with respect to regulatory, transactional and enforcement matters involving derivatives, securities and cryptocurrencies. 

Enforcement/Investigations. Matt represents firms and individuals subject to investigations and enforcement actions by the government and self-regulatory organizations with respect to matters involving disruptive trading practices, wash trades, manipulation, unauthorized trading, block trades, non-competitive trading, supervisory failures and fraud, among others. He has represented hundreds of clients in such investigations, many of which have been resolved without adverse action. He also works with clients to create training programs and conducts on-site training sessions to assist clients in reducing the risk of enforcement actions. Matt has handled over 200 of these such matters. 

Regulation. Matt assists clients in the US, Europe and Asia in navigating their obligations under the Commodity Exchange Act, as amended by the Dodd-Frank Act, and the federal securities laws; formulating compliance programs and working with clients to implement those programs; and representing clients in discussions with the CFTC, SEC and self-regulatory organizations with respect to novel issues. 

Transactions. Matt assists clients in (i) structuring and forming new business entities and addressing related ownership, governance, intellectual property, employment and securities disclosure issues, (ii) negotiating and documenting strategic acquisitions, joint ventures, licensing arrangements, ISDA agreements, trading agreements and employment agreements, and (iii) structuring and forming private investment funds, including master-feeder fund structures.

Fintech. Matt represents clients in a growing array of fintech matters, with an emphasis on cryptocurrency regulation. 

Prior to joining Mayer Brown, Matt was a partner at a large law firm and served as associate general counsel of CME Group, Inc., as well as the general counsel of a global high-frequency trading firm. Matt also serves as an adjunct professor at the Northwestern University Pritzker School of Law, where he teaches the course on Derivatives Law and Practice.

Curtis A. Doty is a Banking & Finance partner in Mayer Brown’s New York office. His practice focuses on the structuring, negotiation, and regulatory and insolvency analysis of OTC derivatives transactions.

Some currently topical areas in Curtis’ practice include: deal-contingent foreign currency hedging connected to cross-border acquisitions; portfolio risk transfers in connection with acquired businesses; counseling clients in relation to “inadvertent” swaps and swap dealing; cross-border collateral arrangements; FX prime brokerage; and the enforceability of netting and collateral arrangements in insolvency.  Curtis is the author of netting and collateral opinions on various industry-standard forms of documentation.