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Fundamentals of Broker-Dealer Regulation 2012


Speaker(s): A. Duer Meehan, Allison Reid, Christopher M. Salter, Clifford E. Kirsch, David M. Jaffe, G. Philip Rutledge, Ira Goldberg, Joanne C. Rutkowski, John R. Hewitt, Noah D. Sorkin, P. Georgia Bullitt, Robert L.D. Colby, Susan S. Krawczyk
Recorded on: Jun. 25, 2012
PLI Program #: 34402

Chris Salter

Practice(s):
Asset management , Derivatives and Structured Finance, Financial Institutions, Financial Services, Investment Funds and Structures, Private Equity, Regulatory Investigations and White Collar Defense

Education: J.D., George Mason University School of Law, 1995; B.B.A, cum laude, James Madison University, 1989

Experience
Mr. Salter's practice focuses primarily on advising financial institution clients, and specifically broker-dealers, investment advisers, private equity funds, and hedge funds on compliance with the federal securities laws and regulations and on compliance with the rules of the self-regulatory organizations (SROs), including the Financial Industry Regulatory Authority.

Chris has extensive experience advising clients with respect to broker-dealer and investment adviser regulation. He routinely  helps brokerdealers and investment advisers in registering with the SEC, the states and becoming members of SROs. Chris routinely advises clients on their supervisory procedures and compliance policies, and assists clients with the development o f their policies and procedures.

Previously, Chris worked at the U.S. Securities and Exchange Commission (SEC) as an Attorney in the Division of Market Regulation. While at the SEC, Chris responded to requests from broker-dealers and self-regulatory organizations for interpretation, guidance, and no-action relief with regard to the SEC’s broker-dealer financial responsibility rules, including the net capital rule, the customer protection rule, the books and records rules and the financial reporting rules. Chris also is a Certified Public Accountant who worked as an Audit Manager for the U.S. Government Accountability Office and as a Staff Accountant for KPMG Peat Marwick, where he obtained extensive accounting and financial regulatory experience.


David M. Jaffe is Regional Chief Counsel of FINRA's District 10 office in New York. He has been with FINRA's Department of Enforcement since 1997. Prior to joining FINRA (f.k.a. NASD), Mr. Jaffe was an attorney with the United States Commodity Futures Trading Commission (CFTC) and a Senior Assistant District Attorney in Brooklyn, New York.  Previously, he was in private practice. Mr. Jaffe graduated cum laude from St. John's University and received his JD from St. John's University School of Law.


Ira Goldberg is Managing Director and Associate General Counsel at J.P. Morgan.  Mr. Goldberg is the Co-Head of Compliance for the Private Banking division within Asset Management, where he manages a Compliance team which provides coverage for brokerage and bank discretionary sales and trading, as well as investment advisory and funds Compliance programs.  Prior to joining J.P. Morgan, Mr. Goldberg worked at Bear Stearns, Credit Suisse, Goldman Sachs and FINRA, where he was the Deputy Director of the District 10 Office in charge of the Broker Dealer examination program for the New York Region. Mr. Goldberg obtained his LL.M from Fordham University School of Law in 1999 and a J.D. from Brooklyn Law School in 1995. 


Noah D. Sorkin is presently Executive Vice President, General Counsel, for AIG Advisor Group, the operating entity for three (3) nationwide broker-dealer and investment advisory firms serving approximately 5000 registered representatives. In this role he manages a staff of attorneys responsible for all litigation, regulatory and corporate transactional matters. From 1982-88 Mr. Sorkin was an Assistant District Attorney in the Kings County (Brooklyn), NY District Attorney's office. From 1988 through 2005 he worked as an in-house counsel with Prudential Securities Incorporated, eventually serving as Deputy General Counsel responsible for securities arbitrations throughout the firm's national Branch system. From 2006-08, prior to joining AIG Advisor Group, he held positions as a senior in-house attorney with both Oppenheimer & Co., and Fidelity National Financial, supervising litigation and regulatory matters. Mr. Sorkin graduated from Connecticut College in 1979, and from the George Washington University Law School in 1982; he also received an LL.M in taxation from NYU Law School in 2001.


P. Georgia Bullitt is a partner in Morgan Lewis's Investment Management and Securities Industry Practice. Ms. Bullitt focuses on securities, equity sales and trading, and private wealth management. Her experience includes equity brokerage, equity derivatives, representation of exchange traded funds (ETFs), corporate finance, SEC reporting, and private banking.

Ms. Bullitt represents both registered and unregistered investment advisers in connection with a broad range of regulatory issues, including compliance issues under the Investment Advisers Act of 1940, fiduciary issues, and trading and market practices. Her clients include traditional money managers, pension plan advisers, and mutual fund advisers, as well alternative managers.

Prior to joining Morgan Lewis, Ms. Bullitt was an executive director and counsel at Morgan Stanley. While there, she advised the Institutional Equity Division, the Private Wealth Management Division, and the Retail Division, and developed training and policies and procedures addressing a number of different areas of the federal securities laws.

Ms. Bullitt received her J.D., cum laude, from the University of Michigan Law School in 1987, where she was a member of the University of Michigan International Law Journal. She received her B.A. in East Asian studies from Yale University in 1982.

Ms. Bullitt is a member of the New York State Bar Association and a member of SIFMA's Investment Advisory Committee.

Ms. Bullitt is admitted to practice in New York.

Practice Accolades
Investment Management

Ranked, Band 1: Financial Services Regulation: Broker-Dealer Regulation in Chambers USA (2011)
Ranked, Band 1: Investment Funds: Registered Funds in Chambers USA (2011)
Ranked, Band 1: Investment Fund Formation and Management: Mutual Funds in The U.S. Legal 500 (2011)
Ranked, National Tier 1: Securities/Capital Markets Law, U.S. News and Best Lawyers (2010)


Allison Reid is a regulatory principal with FINRA’s Membership Application Program. Her responsibilities include conducting legal reviews of transactions, including stock purchases and asset sales. She also provides strategic guidance on complex new and continuing membership matters and is responsible for developing and delivering regulatory training. Ms. Reid has worked as an associate director in FINRA’s Membership Application Program and with FINRA’s Next Generation Regulatory Initiatives Group, where she worked with internal and external constituents in the development of the regulatory intelligence framework, methodology and business processes around the new membership application program. Previously, Ms. Reid was director for international education and training with NASD’s International Division. Ms. Reid joined NASD in 1997, and has served in a number of capacities, including an associate director for the New York District Office, where her responsibilities included managing that District Office’s Membership Application Program, as well as managing other regulatory functions including examinations of member firms and the inspection of their compliance with various rules and regulations. Ms. Reid was also the national membership manager in the Office of Regulation Policy in the Department of Member Regulation, in Washington, DC. Additionally, Ms. Reid was selected as a national expert for NASD’s Regulatory Expertise Group for the Membership Application Program, and acts as a resource to staff and external constituents on membership issues. Ms. Reid earned her MBA in Finance from Fordham University’s Graduate School of Business, and her law degree from Fordham Law School in New York; she is a member of the New York bar.


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


Robert L.D. Colby is the Chief Legal Officer of FINRA, which he joined in June 2012. In this capacity, he oversees FINRA’s corporate and regulatory General Counsel functions, as well as FINRA’s Advertising and Corporate Financing Departments, the Office of Hearing Officers and Dispute Resolution.

Previously, Mr. Colby was a partner in the Washington, DC, office of Davis Polk & Wardwell LLP, where he advised on regulatory and compliance matters involving securities and derivatives for financial institutions, markets and clearing organizations.

Before joining Davis Polk in 2009, Mr. Colby served for 17 years as Deputy Director of the Securities and Exchange Commission’s Division of Trading and Markets. In that role, he was responsible for the regulation of broker-dealers, securities markets and clearing organizations. Previously, for 11 years he was Chief Counsel of the Division and Chief of the Division’s Branch of Market Structure.


Mr Rutledge is a partner of Bybel Rutledge LLP, Harrisburg, PA where his practice focuses on corporate and securities law, regulation of financial intermediaries and regulatory representation.  He is a nationally recognized expert in securities regulation and was instrumental in shaping various provisions of the Securities Markets Improvement Act of 1996, the Gramm-Leach-Bliley Financial Modernization Act of 1999 and the Sarbanes-Oxley Act of 2002. He has served as an expert witness for the Pennsylvania Office of Attorney General and has prepared expert opinions and testified as a securities expert before the U.S. Senate Permanent Subcommittee on Investigations, in FINRA arbitrations and in civil litigation.

Mr. Rutledge has taught securities regulation at Widener University School of Law, The Dickinson School of Law of the Pennsylvania State University and the FINRA Compliance Certificate Program at The Wharton School, University of Pennsylvania.  He currently holds an appointment as a Tutor, Centre for Financial and Management Studies, University of London. In 2015, he was appointed Visiting Professor in Securities Law and Regulation in the LLM Program at BPP University, London.  He routinely is a guest lecturer at the Cambridge International Symposium on Economic Crime held at Jesus College, University of Cambridge, England.

He writes extensively in his area, most recently contributing chapters on State Regulation of Broker Dealers and State Regulation of Investment Advisers for the Practising Law Institute’s  multi-volume Treatise on Broker-Dealer Regulation and Investment Adviser Regulation, respectively.  He also is the author of books on Electronic Markets and Civil and Administrative Liability under Pennsylvania Securities Law and has written chapters for The Sarbanes-Oxley Handbook, The Fiduciary, the Insider and the Conflict, and International Tracing of Assets.  His legal articles have appeared in the Banque de France Financial Stability Review, ABA Business Lawyer, Journal of European Financial Services Law, The Dickinson Journal of International Law, Journal of Financial Crime and The Company Lawyer.

Mr. Rutledge is a member of the Securities Regulation Advisory Committee for the American Law Institute and the Securities Advisory Committee of the Pennsylvania Department of Banking and Securities.  He also served on the Board of Editors of the ABA Business Lawyer.   For the past five years, he has been named in The Best Lawyers in America and, in 2015, was named “Lawyer of the Year” in Central Pennsylvania for his expertise in securities and securities regulatory matters.

He is a member of the Council of the Business Law Section of the Pennsylvania Bar Association and is Chair of its Securities Regulation Committee.  In 2009, he received the Freedom of the City of London in the Worshipful Company of Pattenmakers. In 2010, he was appointed to the Editorial Advisory Board of the Centre for Business Law, University of the Free State, in the Republic of South Africa.


Duer Meehan joined FINRA in August 2012 as the Deputy Director of the Department of Market Regulation. In addition, he helps lead FINRA’s participation on the SRO Consortium that is developing the Consolidated Audit Trail NMS Plan. Prior to working at FINRA, Mr. Meehan worked in PwC’s Financial  Services Regulatory Practice, where he worked on engagements with broker-dealers, asset managers, exchanges, a clearing agency, a trade monitoring vendor and a rating agency. He helped these organizations with front-to-back regulatory reviews, regulatory governance assessments, controls related to quantitative high-frequency trading, the prevention of insider trading, regulatory reporting, the implementation of new regulations, the enhancement of trade surveillance tools, and the management of conflicts of interest. Prior to working at PwC, Mr. Meehan was the Associate Director of the Office of Market Oversight in the SEC’s Office of Compliance Inspections and Examinations. In this role, he was responsible for supervising the SEC's oversight inspections of the self-regulatory organizations’ regulatory programs with respect to trading, including their surveillance, examination and disciplinary programs. His group was also responsible for examinations of broker-dealers’ trading practices and operations, including alternative trading systems. In addition, he oversaw the SEC's examinations of credit rating agencies and managed the transfer agent examination program, as well as participated in examinations of investment advisers. Before becoming associate director, Mr. Meehan was an assistant director in OCIE’s broker-dealer group, managing examinations addressing multiple issues, including equity and debt securities trading and sales practices, supervision, internal controls and anti-money laundering. In addition, his responsibilities included helping manage the SEC's national examination program for broker-dealers. Mr. Meehan has also served as an adjunct professor of law at Georgetown University Law Center, teaching the regulation of securities trading. His experience prior to working at the SEC includes implementing trading systems at Bloomberg.


JOANNE RUTKOWSKI is Senior Special Counsel in the Office of Chief Counsel of the Division of Trading and Markets (formerly the Division of Market Regulation) at the U.S. Securities and Exchange Commission.  In this capacity, Ms. Rutkowski works on public policy and regulatory issues related to broker-dealers.  She also has worked extensively on issues related to the implementation of business conduct standards for security-based swap dealers and major security-based swap participants under Title VII of Dodd-Frank, as well as crowdfunding initiatives under the JOBS Act.  Prior to rejoining the Commission, she worked in both the public and private sectors, most recently as a partner in the Washington, D.C. office of Baker Botts LLP.  Ms. Rutkowski received her J.D. from Harvard University, and her B.S. in Mathematics from Albright College.


John R. Hewitt is a partner at Gibbons P.C. and focuses his practice on securities litigation, along with regulatory advice and counsel to broker-dealers, investment banks, and investment advisors. Mr. Hewitt has represented these firms, their officers, and employees in SEC and FINRA enforcement investigations and enforcement actions. These matters have encompassed virtually every aspect of the federal securities laws, including equity and fixed income trading, net capital, Reg SHO, suitability, record retention, insider trading, and registration issues. Mr. Hewitt also advises and counsels clients in these areas of the law and is frequently invited to speak on related topics at PLI and SIFMA seminars.

He has written extensively on the regulation of electronic technology in the securities markets, including a series of articles for the New York Law Journal, and has chaired and spoken at numerous seminars on the subject. Mr. Hewitt is the author of the Bloomberg BNA Portfolio, Cybersecuity in the Federal Securities Markets and is the editor and author of Securities Practice & Electronic Technology, a treatise that addresses every facet of the use and regulation of electronic technology in the securities markets. He is also the author of the Record Keeping and Advertising Chapters of the PLI Broker-Dealer Regulation treatise. Mr. Hewitt is the 1998 recipient of the Compliance Reporter Compliance Person of the Year award, was a participant in the Securities and Exchange Commission’s roundtable discussions on internet issues, and is listed on the International Who’s Who of e-Commerce Lawyers.

Previously, Mr. Hewitt was Senior Vice President and Associate General Counsel at Lehman Brothers, and Senior Counsel at the SEC's Division of Enforcement. He has a Master of Laws in Security Regulation from Georgetown University Law Center.


Susan Krawczyk is a partner with the law firm Eversheds Sutherland (US) LLP. Susan advises clients regularly on distribution and wholesaling arrangements for both public and private securities offerings, including incentive, non-cash compensation and marketing support arrangements. Susan has particular experience with firms involved in the sale and distribution of investment products and programs in the registered investment adviser context (i.e., the RIA channel) and retirement plan markets. Currently, she is assisting clients in establishing arrangements for programs that will satisfy the new Department of Labor “conflict of interest” regulations for fiduciaries to retirement accounts.