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Securities Law and Practice 2021: How the SEC Works


Speaker(s): Clifford E. Kirsch, Hon. Annette L. Nazareth, Ira Hammerman, Julie M. Riewe, Laura L. Grossman, Richard R. Best, Scott W. Bauguess, Susan M. Olson
Recorded on: Jun. 28, 2021
PLI Program #: 327537

Annette Nazareth is a Senior Counsel with Davis Polk & Wardwell.  She previously headed the firm’s Trading and Markets practice in the Financial Institutions Group. Ms. Nazareth is an experienced financial markets regulator, former SEC Commissioner, and recognized authority on financial markets regulatory issues.

Ms. Nazareth has been a key player in financial services regulatory reform for much of her career. She was a highly regarded financial services policymaker for more than a decade. She joined the SEC Staff in 1998 as a Senior Counsel to Chairman Arthur Levitt and then served as Interim Director of the Division of Investment Management. She served as Director of the Division of Trading and Markets from 1999 to 2005. As Director, she oversaw the regulation of broker-dealers, securities exchanges and clearing agencies. She also served as the senior staff member assisting the SEC Chairman on the President’s Working Group on Financial Markets. In 2005, she was appointed an SEC Commissioner by President George W. Bush. During her tenure at the Commission, she worked on numerous groundbreaking initiatives, including execution quality disclosure rules, implementation of equities decimal pricing, short sale reforms, corporate debt transparency rules and modernization of the national market system. Ms. Nazareth also served as the Commission’s representative in international meetings as a member of the Financial Stability Forum from 1999 to 2008. Earlier in her career Ms. Nazareth held a number of senior positions at investment banks.

Ms. Nazareth is a frequent speaker and commentator and has authored numerous pieces on financial regulatory issues. She was the Contributing Editor of Getting the Deal Through: Financial Services Compliance 2019, published by Law Business Research Ltd and co-authored a chapter in Digital and Digitized Assets: Federal and State Jurisdictional Issues, published by the American Bar Association in 2019. Ms. Nazareth currently serves as the Operating Lead for the Taskforce on Scaling Voluntary Carbon Markets.   She will join the board of MoneyLion upon the completion of the company’s public listing.  She also serves on several not-for-profit boards, including: Urban Institute; Watson Institute; St. Albans School of Public Service; Board of Visitors of Columbia Law School, Advisory Board of the Brown University Master in Cybersecurity program; and the SEC Historical Society. She is also a member of the American Law Institute and serves on the Advisory Board of Bitfury. Ms. Nazareth previously served on the boards of Brown University;  National Cathedral School; and the John T. Walker School for Boys.

Ms. Nazareth graduated from Columbia University School of Law, where she was a Harlan Fiske Stone Scholar, and Brown University, where she graduated magna cum laude and Phi Beta Kappa.


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


Julie M. Riewe is a litigation partner and a member of the firm’s White Collar & Regulatory Defense Group. Her practice focuses on securities-related enforcement and compliance issues and internal investigations, and she has significant experience with matters involving private equity funds, hedge funds, mutual funds, business development companies, separately managed accounts and other asset managers. Ms. Riewe is recognized as a leading lawyer in Chambers USA (2021), where clients describe her as “very smart and talented” and “incredibly bright, very detail-oriented and very hard-working.” Clients have also commended her “depth of experience and practicality of advice.” Ms. Riewe was recognized as a Client Service All-Star by BTI Consulting in 2018.

Ms. Riewe frequently represents private equity and hedge fund firms and public companies in SEC and FINRA enforcement and internal investigations and advises companies on a variety of regulatory and enforcement issues. In addition, she and another Debevoise partner served as the SEC-ordered independent compliance consultants for the review of the valuation policies and procedures of Deer Park Road Management, a fixed income hedge fund adviser.

Prior to joining the firm, Ms. Riewe was Co-Chief of the Asset Management Unit of the U.S. Securities and Exchange Commission’s Division of Enforcement. Ms. Riewe oversaw a nationwide program of investigations focusing on investment advisers, investment companies, mutual funds, hedge funds, private equity funds and other investment vehicles managed by investment advisers. She co-led a team of nearly 80 attorneys, industry experts and other professionals in all 12 SEC offices and was responsible for directing the SEC’s asset management-related enforcement efforts. In recognition of her leadership and integrity, she received the Chairman’s Award for Excellence in Leadership in 2015.

Before her appointment to Co-Chief, Ms. Riewe was Deputy Chief and Assistant Director of the Asset Management Unit in 2012 and 2010, respectively. From 2008 to 2010, she was Branch Chief in the Enforcement Division in Washington, D.C. Ms. Riewe joined the SEC in 2005 as a staff attorney in the Enforcement Division In 2007, she earned the Ellen B. Ross Award for her performance at the SEC.

From 2000 to 2004, Ms. Riewe was a litigation associate with a major international law firm, prior to which she served as a law clerk to the Hon. Diana E. Murphy of the U.S. Court of Appeals for the Eighth Circuit from 1999 to 2000.

Ms. Riewe earned her J.D. and M.P.P. from Duke University School of Law in 1999, where she was a member of the Duke Law Journal and editor-in-chief of the Duke Journal of Gender Law & Policy. She received her A.B. from Duke University in 1993.


Richard R. Best was named Regional Director of the U.S. Securities and Exchange Commission’s New York Regional Office in September 2020.  He was previously the Regional Director of the Salt Lake Regional Office, serving from July 2015 to February 2018, and Regional Director of the Atlanta Regional Office, serving from February 2018 to September 2020.

Before coming to the Commission, Mr. Best was a Chief Counsel in the Department of Enforcement of the Financial Industry Regulatory Authority (FINRA).  Mr. Best was also a Director, Senior Trial Attorney and Trial Attorney at FINRA.

Mr. Best previously worked as an Assistant District Attorney in the Office of the Bronx County District Attorney.  He was a supervisor in the Office’s Rackets Bureau where he managed high-profile public integrity and organized crime prosecutions, among other matters.   

Mr. Best received his bachelor’s degree from the State University of New York, College at Old Westbury, and a law degree from the Howard University School of Law.

 


Scott Bauguess is the Director of the program on financial market regulation in the Salem Center for Policy and is the former SEC’s Deputy Chief Economist and Deputy Director of the Division of Economic and Risk Analysis (DERA). He oversaw the Division’s risk assessment and data-driven, predictive analytics development, designed to detect fraud and misconduct in the Commission’s investigation and examination programs, specifically in the areas of corporate issuers, broker- dealers, and asset managers. As part of this, he directed economic analyses in recommendations to the Commission on issues related to the form and manner of registrant disclosures and governance.

Scott received his Ph.D. in Finance from Arizona State University in 2004. He also holds a B.S. and M.S. in Electrical Engineering and prior to his doctoral studies spent six years working as an engineer in the high tech industry.


Susan Olson is general counsel of the Investment Company Institute, serving as the Institute's chief legal officer, with responsibility for the full range of legal and regulatory matters affecting the Institute and its members. She joined ICI as senior counsel, international affairs, in 2007, and also served as chief counsel of ICI Global.

Before joining ICI, Olson served in the Division of Investment Management at the Securities and Exchange Commission (SEC). At the SEC, Olson worked in the international branch of the division’s Office of the Chief Counsel, where she resolved legal issues arising under the Investment Company Act and the Investment Advisers Act and provided guidance for trade negotiations. She also participated as an SEC representative on the International Organization of Securities Commission (IOSCO) Standing Committee 5, focusing on the regulation of mutual funds and other collective investment vehicles.

Before joining the Commission, Olson worked in private practice. She received her undergraduate degree from Wellesley College and her law degree from the University of Virginia.


Laura is Associate General Counsel of the Investment Adviser Association, the leading organization dedicated to advancing the interests of investment adviser firms. For more than 80 years, the IAA has been advocating for advisers before Congress and U.S. and global regulators, promoting best practices, and providing education and resources to empower advisers to effectively serve their clients, the capital markets, and the U.S. economy.

Prior to joining the IAA, Laura was in private practice for over 11 years in the New York office of Fulbright & Jaworski L.L.P. (now Norton Rose Fulbright), where she advised registered investment adviser, mutual fund and private fund clients on matters arising under the Investment Advisers Act, the Investment Company Act and other federal securities laws, the Commodity Exchange Act and associated regulations, and a wide range of compliance issues.

Laura received a J.D. from the University of Pennsylvania, where she was a senior editor on the Journal of International Economic Law, and a B.A. from Rutgers College. She is a member of the bar in New York, New Jersey and the District of Columbia.


Mr. Hammerman is Executive Vice President, General Counsel and Secretary of SIFMA. Since 2004, Mr. Hammerman has overseen SIFMA’s legal advocacy efforts and outside counsel relationships.

Mr. Hammerman oversees all legal and compliance related activity, including comment letters, litigation and regulatory relationships. He has been intimately involved with SIFMA’s regulatory advocacy on a wide range of issues impacting the capital markets, including its advocacy on efficient and effective SRO Reform, and its pursuit of a best interest standard of care for broker-dealers while preserving the commission brokerage model of financial advice for retail clients.

Mr. Hammerman also serves on the Executive Committee of SIFMA’s Compliance & Legal Society, the pre-eminent continuing education forum for compliance and legal professionals in the financial services industry.

Prior to joining SIFMA, Mr. Hammerman was a partner of Clifford Chance, where over a 19-year period he represented the financial services industry on a wide variety of securities regulatory and enforcement matters before the SEC, FINRA and state regulatory authorities. His practice focused on U.S. securities regulation of U.S. and foreign financial institutions, including broker-dealers, investment advisers, banks and investment companies. A substantial part of his practice included representation of financial institutions with respect to trading, compliance and enforcement matters.

Mr. Hammerman is a dedicated volunteer and supporter at the National Ability Center, based in Park City, Utah, which empowers individuals of all abilities by building self-esteem, confidence and lifetime skills through sport, recreational and educational programs.

Mr. Hammerman received his law degree from Georgetown University Law Center in 1985 and received a B.A. from Emory University in 1982. He is a member of the District of Columbia and New York Bars.