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Understanding Financial Products 2014


Speaker(s): Avinash V Ganatra, Barry R. Temkin, Donna M. Parisi, Frank C. Poli, Gary M. Brown, Hannah Berkowitz, Karen J Shimp, Kenneth L. Josselyn, Kiye Sakai, Laurin Blumenthal Kleiman, Maria Gattuso, Mary Joan Hoene, Rebecca J. Simmons, Richard G. Larkins, Robert S. Risoleo, Scott J. Lederman, Stuart M. Litwin, Tram N. Nguyen, W. Thomas Conner
Recorded on: Jan. 6, 2014
PLI Program #: 50737

Barry Temkin is a partner at Mound Cotton Wollan & Greengrass. His practice includes securities arbitration and litigation, commodities and securities regulation, legal ethics, professional liability defense, and commercial litigation. Mr. Temkin represents broker dealers, financial advisors, insurance brokers and registered representatives in litigation, arbitration and regulatory investigations. He also represents lawyers and law firms in disciplinary investigations, legal malpractice claims and conflict disputes.

Mr. Temkin is an adjunct professor at Fordham University School of Law, where he teaches Professional Responsibility. As an Assistant District Attorney in Brooklyn, he tried dozens of jury cases and served as a Senior Trial Attorney in the Homicide Bureau. Mr. Temkin has published articles on securities law and attorney professionalism in the Georgetown Journal of Legal Ethics, The Securities Regulation Law Journal, Seattle University Law Review, Securities Arbitration Commentator, and the New York Law Journal. Mr. Temkin has been a member of the FINRA (Financial Industry Regulatory Authority) Board of Arbitrators since 1999, and is co-chair of the New York Country Lawyers' Association Professional Ethics Committee. Mr. Temkin has participated in panels on securities, commodities and legal ethics at the New York State Bar Association, the New York County Lawyers' Association, the Association of the Bar of the City of New York, the Practicing Law Institute, the Futures Industry Association  and The Defense Association of New York, along with numerous corporations and insurance companies. He has been quoted in the ABA Journal, the New York Law Journal, The Wall Street Journal.com, Law360.com, Lawyers U.S.A. and other publications.   He is a graduate of the University of Pennsylvania Law School and the University of Rochester.

MEMBERSHIPS/HONORS

  • Co-chair, New York County Lawyers’ Association Committee on Professional Ethics
  • Member, Editorial Board of Oxford University Press, New York Rules of Professional Conduct
  • Member, Financial Industry Regulatory Authority (FINRA) Board of Arbitrators, 1999-present
  • New York County Lawyers' Association, Committee on Futures and Derivatives
  • Volunteer Attorney, Trial Lawyers Care, 2001-2004
  • Otto L. Walter Distinguished Writing Award, New York Law School, 2008
  • AdmissionsNew York, New Jersey, SDNY, EDNY, DNJ


Bob Risoleo joined Sullivan & Cromwell’s New York office in 1985, was named partner in 1992 and has been resident in the Firm’s Washington, DC office since 2000. Mr. Risoleo is a member of the Firm’s Corporate and Finance Group with broad experience in U.S. and cross-border securities offerings, acquisitions and joint ventures, as well as project and structured finance. His corporate finance practice has included scores of domestic and international debt and equity offerings, including privatizations on three continents, as well as securitizations of receivables and other collateral, complex tax-based structures utilizing swaps and other derivatives, and the development of innovative preferred stock products and structured notes. Mr. Risoleo advises a number of foreign and domestic public companies with respect to a wide range of corporate and securities matters, including compliance with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Act and related regulations. He is co-coordinator of the Firm’s corporate law practice and secretary of its opinion practice committee.  He is a regular speaker at continuing legal education programs on topics relating to new financial products, securities offerings and the federal securities laws, and is also a member of the Tri-Bar Committee on Legal Opinions.

Mr. Risoleo has been recognized as a leading lawyer in The Best Lawyers in America for both corporate and securities work (2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014, 2015) as well as IFLR1000 (2013, 2014, 2015). He has been ranked in Chambers Latin America and Chambers Global in various Capital Markets.


Donna Parisi is global co-head of Finance at Shearman & Sterling and global head of the firm’s Derivatives & Structured Products practice.

Donna is a leading lawyer in the derivatives and structured products space, respected and recognized for the breadth of her knowledge of derivatives transactions and agreements, regulatory requirements and commercial considerations.

Donna advises clients on the full range of derivatives, structured products, securitization, capital markets and commodities matters. In particular, she has assisted clients in developing and structuring new financial products and has extensive experience in the negotiation and documentation of OTC derivative transactions across all asset classes. In addition, her practice includes the exchange-traded futures and options markets, as well as advising on a variety of investment management matters.

She is ranked as a leading attorney by all prominent legal directories, was recently selected as one of the world’s leading attorneys for Structured Finance and Securitization by Expert Guides and received a Finance Monthly Global award in recognition of her outstanding legal work.

Donna holds a JD from Boston College Law School, where she graduated magna cum laude, Order of the Coif, and a B.A. from Vassar College. She frequently serves as a panelist at events organized by the Financial Times, Glass Hammer, Thomson Reuters and the Practising Law Institute, among others, and has published broadly on the global regulatory reforms following from the recent financial crisis.


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 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).


Hannah Berkowitz represents financial services companies, their officers, directors and employees, in securities, antitrust and commercial litigation and regulatory proceedings, and advises clients on practices and procedures to reduce litigation, regulatory and compliance risk and exposure. As a former in house lawyer, she is keenly focused on delivering high quality services efficiently.

Prior to joining Murphy & McGonigle, Ms. Berkowitz held senior positions in the general counsels’ offices of several public companies in the financial services industry. Ms. Berkowitz was Group Executive and Senior Associate General Counsel at Mastercard Worldwide, where she headed up litigation, regulatory, and public policy globally. Prior to Mastercard, she was a Managing Director and General Counsel Litigation at UBS Financial Services Inc., where she supervised in house lawyers and outside counsel involved in a broad range of litigation in the federal and state courts, sales practices and recruiting arbitrations and customer sales practices complaints. During her tenure, she also supervised lawyers in the corporate, mergers and acquisitions and hedge fund area, and provided advice to senior management. Ms. Berkowitz was Deputy General Counsel and Senior Vice President of PaineWebber Incorporated, heading up firm-wide litigation, including capital markets, retail and asset management. Ms. Berkowitz was personally involved in defending many of the complex and high exposure matters involving the financial services industry, including limited partnerships, Orange County municipal bonds, Nasdaq trading, market-timing, revenue sharing, bank sweep accounts, structured products, CDOs, hedge fund products, equity linked notes, variable annuity insurance products, research, failed public offerings of securities and Enron related matters. She also was involved in the creation of the Protocol, involving lateral recruiting of brokers, which has been adopted by most broker-dealer firms.

Prior to PaineWebber, Ms. Berkowitz was at Davis Polk & Wardwell, where she represented domestic and foreign companies in securities, antitrust and commercial litigation, and in criminal investigations. For example, she represented an underwriter and financial advisor in federal and state actions arising out of the failure of First Republic Bank in Texas; an issuer in securities litigation arising out of alleged false earnings projections; and an investment bank in Oklahoma actions relating to mortgage fraud. She also was involved in representing a financial institution in investigations and litigation relating to insider trading and represented companies and individuals in criminal grand jury proceedings. Ms. Berkowitz began her legal career as a law clerk to the late Hon. William C. Conner in the United States District Court for the Southern District of New York.

Ms. Berkowitz is an Adjunct Professor at Pace Law School and was a Visiting Lecturer at the University of Chicago School of Law. She served as an officer of the Compliance and Legal Division of SIFMA (previously SIA), and Chair of the Amicus Committees of SIFMA, SIA and the former Bond Market Association. She was a member of the National Arbitration & Mediation Committee and is a FINRA arbitrator. 

Ms. Berkowitz has been recognized as a New York Super Lawyer (2014-15).


Kenneth L. Josselyn is General Counsel for Finance and Corporate Legal. He joined Goldman Sachs in 1988 as a Vice President in New York and became a Managing Director in 2001.

Prior to joining the firm, Ken was an associate at Sullivan & Cromwell in New York and London.

Ken is past Chairman of the SIFMA Capital Markets Committee and a former member of the Corporate Finance Advisory Committee of FINRA. He is currently a member of the SIFMA Retail Structured Products Committee.

Ken earned an AB from Harvard in 1977 and a JD from Harvard Law School in 1980. He lives in New York.


Laurin Blumenthal Kleiman is a global co-leader of Sidley’s Investment Funds, Advisers and Derivatives practice team. She advises a wide range of domestic and international investment funds and managers on regulatory, compliance and enforcement issues. Laurie is a frequent speaker on investment manager and fund regulation and compliance as well as on issues relating to the advancement of women in law.

Strong advocacy on behalf of her clients has earned Laurie acknowledgment in numerous industry publications, including Chambers USA, The Legal 500 and U.S. News & World Report. She is recognized in the area of Mutual Funds Law by The Best Lawyers in America®, with sources telling the publication: “Ms. Kleiman has been extremely professional and knowledgeable in her service to our firm. We trust her advice explicitly” and “[Laurie] is a true expert in her area, and remarkably commercial and practical.” Laurie was named to Crain’s New York Business’ inaugural “Leading Women Lawyers in New York City” list, where she was lauded as being among the 100 “trailblazing women” who have “found multiple paths to excellence” and have displayed “fierce determination, passion for the law, keen intelligence, and inspiring achievement.” Laurie also was named one of the “50 Leading Women in Hedge Funds” by the Hedge Fund Journal.

Laurie is an active proponent of advancement of women in the legal profession. She is firmwide co-chair of Sidley’s Committee on Retention and Promotion of Women, oversees the SidleyWomen initiative, and is chair of Sidley’s Executive Committee Task Force. Sidley has been recognized repeatedly for its groundbreaking women’s initiatives, including being named one of the “50 Best Law Firms for Women” by Working Mother Magazine nine times, receiving gold certification by the Women in Law Empowerment Forum (WILEF) seven times, and receiving, among others, “Most Inclusive Firm for Minority Women Lawyers” and “Outstanding Firm in Advancing Gender Diversity and Inclusion” honors from Chambers. Laurie is a frequent speaker on women’s issues, is a member of the WILEF advisory board and was named “2016 Gender Diversity Lawyer of the Year” by Chambers. She is also a member of the firm’s risk management committee.

Education

  • Vanderbilt University Law School (J.D., 1983, Editor, Vanderbilt Law Review)
  • Vanderbilt University (B.A., 1980)


Rebecca Simmons is a partner in S&C’s Financial Services and Capital Markets Groups, head of its payments practice, and co-head of its FinTech practice. She represents clients in the structuring and development of financial products; in insolvency related matters and resolution planning, including living wills; in the development of payments, settlement, clearing and other financial technology businesses and systems; and in regulated transactions such as the development of new lines of business and corporate acquisitions. Her practice areas include U.S. banking, securities and commodities laws and regulation, payments, technology and outsourcing matters, bankruptcy and insolvency issues relating to complex transactions, corporate restructuring, derivatives structuring and regulation, U.S. securities laws and capital markets transactions.

Ms. Simmons has represented clients in developing and operating payments, clearing and settlement, trading and related systems, including the establishment of CLS Bank, the foreign exchange settlement system; the development of blockchain-based products and services, including of payment systems utilizing distributed ledger and related technologies; and the development and analysis of rules for derivatives clearing organizations to accommodate cleared swap transactions She is also involved in issues relating to identity and authentication in web commerce.

Ms. Simmons also leads S&C’s resolution planning practice. She also continues to represent a range of clients in derivatives, structured products and other transactions, financial institutions in capital markets and related transactions, and non-U.S. banks with respect to the financing and operation of their U.S. operations.

Ms. Simmons is the former chair of the Business Law Section of the New York State Bar Association and the former chair of the Committee on Futures Regulation of the New York State Bar Association. She has served as a member of the Committee on Futures Regulation and the Committee on Banking Law of the New York City Bar Association. In addition, she is a member of the board of the advisory board of Legal Information for Families Today; the board of the New York chapter of the Swiss-American Chamber of Commerce; Columbia Law School’s board of visitors; and the President’s Advisory Council of the Chesapeake Bay Foundation.


Scott J. Lederman shares responsibility for various business relationships and complex product offerings. Mr. Lederman is President and Chief Executive Officer of the Grosvenor Registered Multi-Strategy Funds complex, a member of the Public Markets Seeding Investment Committee, and is responsible for the legislative and regulatory affairs of the firm. In addition, he manages regulatory and administrative matters relating to GCM Grosvenor’s non-U.S. affiliates and structures and implements and manages relationships with certain third party asset managers. Prior to joining GCM Grosvenor, from 1993 to 1998, Mr. Lederman was successively the General Counsel and Chief Operating Officer of S.A.C. Capital Advisors, L.L.C Before joining S.A.C., he was a Partner in the Chicago law firm of Coffield Ungaretti & Harris. From 1984 to 1988, Mr. Lederman practiced at Goldberg Kohn Bell Black Rosenbloom & Moritz, and from 1982 to 1984, he was associated with Levy & Erens. Mr. Lederman received his Bachelor of Science magna cum laude in Economics in 1978 and his Master of Business Administration in Finance in 1979 from The Wharton School of the University of Pennsylvania. He then earned his Juris Doctor cum laude from the University of Chicago in 1982. Mr. Lederman is a member of the Illinois Bar and New York Bar. Mr. Lederman is the author of “Hedge Fund Regulation, Second Edition,” as well as chapters on hedge funds contained in “Financial Product Fundamentals” and “Investment Adviser Regulation,” all of which are publications of the Practicing Law Institute.


Stuart M. Litwin is a partner and co-head of the Securitization/Structured Finance Practice at Mayer Brown LLP. 

Stuart is one of the leading and most experienced lawyers in the United States in the representation of originators, investment banks, marketplace platforms, warehouse lenders, underwriters, aggregators, ABCP conduit sponsors, hedge funds, commercial banks and investors (including mutual funds) in structuring, negotiating and documenting U.S. and international asset-backed and other securities transactions, structured financings and loan purchase transactions. 

His experience has involved the securitization of virtually all asset types, and he is recognized as an expert in the securitization of retail and commercial auto loans and leases, consumer and small business marketplace loans (including payment processing loans), FFELP and private student loans, dealer floorplan receivables, equipment leases and loans, cell phone device payment plan receivables, global trade finance assets, rental cars, commercial and residential mortgages, cross border transactions, solar leases and power purchase agreements, synthetic risk transfers, money market fund investments and structured transactions in which banks and other clients seek advantageous treatment for accounting, regulatory capital or tax purposes. 

Mr. Litwin also regularly represents several funds, reinsurance companies and other investors in their “alternative investments” (i.e., unusual assets or finance companies which are more difficult to fund in securitization or banking markets). 

Recent important engagements have included:

  1. Representing Bank of America Merrill Lynch as underwriters counsel in Verizon’s August 2016 ABS transaction backed by device payment plan receivables, the first-ever ABS transaction backed by cell phone contracts. Mr. Litwin has acted as underwriters counsel in all of the subsequent Verizon ABS transactions.
  2. Representing Morgan Stanley as underwriters counsel in the first ABS offering backed by marketplace loans which included multiple funds securitizing loans in the same offering.
  3. Representing Morgan Stanley as warehouse lender to Social Finance, Inc.
  4. Representing VW Credit, Inc. in its 2016 $9 billion auto loan and lease warehouse facility.
  5. The creation of TradeMAPS, the first multi-issuer trade finance securitization platform to enable banks and others to fund their trade finance portfolios in an off-balance sheet manner without supporting potential losses in the portfolios of other banks.The first transaction, TradeMAPS 2013-1, a securitization of Citibank and Banco Santander portfolios, was selected by IFLR as their 2013 “Deal of the Year.”
  6. Assisting Santander Consumer USA, Inc. in the creation and financing of the Chrysler Capital platform, including its $5 billion warehouse financing facility,
  7. Acted as initial purchasers’ counsel in the first-ever solar ABS deal to provide backleverage for tax equity.SolarCity was the sponsor and the initial purchasers were Bank of America Merrill Lynch and Credit Suisse.This deal was selected by IFLR as their 2015 “Deal of the Year.”
  8. The creation of Straight-A Funding, LLC, the $60 billion asset-backed commercial paper conduit that saved the student loan industry during the financial crisis and enabled students to finance the 2009-2010 academic year when government guaranteed student loan backed ABS could not be sold.Straight-A Funding received support from the Department of Education and the Federal Financing Bank.
  9. Creating the form customer agreement documentation for the TALF program (and representing many of the primary dealers in their customer agreement negotiations), and working on several of the first TALF transactions,
  10. Several tender offers for and restructurings of student loan trusts with auction rate securities,
  11. The first ABS offering in the US backed by Australian auto leases,
  12. Representing Goldman, Sachs & Co. in the financing of Cerberus’s acquisition of Chrysler, the largest-ever use of asset-backed securities in any M&A transaction ($47 billion of the $60 billion financing),
  13. The securitization of its floorplan loans originated by a heavy equipment manufacturer to dealers in “politically sensitive” countries, mostly in Latin America.

Mr. Litwin represents virtually every major bank and investment bank in at least some aspect of its business.  Mr. Litwin has regularly been ranked as one of the best securitization lawyers in the US by, among others, Chambers Global, IFLR, Best Lawyers in America, Who’s Who Legal and Euromoney. 

Mr. Litwin was named “Securitization/Structured Finance Lawyer of the Year” for 2017 by Best Lawyers.

Mr. Litwin is an Adjunct Professor of Law at the Northwestern University Law School, where he teaches “The Law of Securitization.” 

Mayer Brown’s securitization practice, which Mr. Litwin co-heads, was recently named IFLR’s Securitization Law Firm of the Year.

Mr. Litwin currently serves as Co-Chairman of the Legal Counsel Committee of the Structured Finance Industry Group (the trade association for the securitization market).  He has previously served as Chairman of its Auto ABS Committee.

Mr. Litwin is a frequent lecturer and writer on securitization topics.  The Structured Finance Institute has produced and sold a DVD, Introduction to Securitization Transactions, featuring Mr. Litwin. 

Mr. Litwin holds a J.D. from the University of Chicago Law School and an M.B.A. from the University of Chicago Graduate School of Business.  He is also a former Certified Public Accountant and winner of the Elijah Watt Sells Award on the Uniform CPA Examination.


Summary
Maria is a Principal in Deloitte’s Regulatory and Operations practice and is part of the team leading Deloitte’s initiatives around recently adopted rules affecting the investment management industry. Working within Deloitte's Center for Regulatory Strategies, she focuses on regulatory and compliance matters for Deloitte's investment management clients including investment advisers, wealth managers, mutual fund complexes, hedge funds and private equity funds.  Over her 20-plus year career as an attorney, Maria has acquired extensive experience on a broad range of issues and transactions affecting clients in the investment management industry. She has advised clients on regulatory, compliance and transactional matters involving registered investment companies, business development companies, ETFs, private funds and their investment advisers, including in connection with regulatory examinations, inquiries and impact analysis. 

Ms. Gattuso has served as co-chairperson of the 100 women in hedge fundsTM Legal Peer Advisory Counsel and the Women’s Investment Management Forum.  She has served as an adjunct professor of law of Georgetown University Law Center, where she has taught classes on investment management law.

Ms. Gattuso has participated in conference panels, including those sponsored by the Investment Company Institute, NICSA and Practicing Law Institute regarding important issues affecting the asset management industry.  Topics presented on have included compliance related matters, the DOL Fiduciary Rule, Mutual Fund Modernization, Liquidity Rule, Pay-to-Play regulations, registration requirements for investment advisers, registered closed end funds and business development companies.

Ms. Gattuso is fluent in Spanish.

Prior Experience
Prior to joining Deloitte, Ms. Gattuso was most recently a partner at Willkie Farr & Gallagher LLP. Prior to that, she was a partner at Shearman & Sterling LLP.

Education
University of Pennsylvania JD, 1994
State University of New York at Stony Brook BA, 1990


Tram N. Nguyen is a partner in the Investment Management practice of Paul Hastings. Ms. Nguyen represents hedge funds, private equity funds, and other private funds on all aspects of fund formation, fund structuring and capital raising. She has experience representing asset managers in structuring hedge fund-linked notes and customized single-investor funds. Ms. Nguyen also advises financial institutions and investment advisers on U.S. regulatory requirements, including registration and reporting requirements.  Prior to joining Paul Hastings, Ms. Nguyen was a partner at a U.S. firm and was the Branch Chief of the Private  Funds Branch at the SEC Division of Investment Management in Washington, D.C. At the SEC, she worked on developing and implementing rules for hedge fund and private equity fund advisers under the Dodd-Frank Act and the JOBS Act.


Ms. Hoene is a recognized securities and investment management attorney with diverse experience in the financial services industry, and particular expertise with the Investment Company and Investment Advisers Acts of 1940. She works with fund sponsors, investment advisers, broker-dealers, commodity trading advisors, ETFs, registered and private funds, banks, insurance companies and the independent directors of investment companies.

She has held senior positions with several financial service institutions, including acting as Independent Fund Chief Compliance Officer at Bank of America, where she was responsible for establishing and defining the fund compliance program for mutual fund families aggregating more than $200 billion in assets, following the bank’s merger with FleetBoston Financial Corp.

Ms. Hoene also served as the first Deputy Director of the Securities and Exchange Commission’s Division of Investment Management, managing the disclosure, chief counsel, investment adviser and EDGAR pilot programs, and coordinating policy positions in legislative, self-regulatory and state matters, inspection and enforcement, and overall Division policy.

Practice Areas

Securities
Corporate
Financial Institutions Regulatory and Enforcement

Education

  • B.A., 1970 Seattle University (English)
  • J.D., 1975 University of Notre Dame School of Law


Special Trial Counsel, Office of the General Counsel

Ms. Shimp joined the SEC in October 2000 as an attorney in the Office of the General Counsel, representing the SEC in civil and administrative litigation at the trial and appellate levels.  Her work has included defending the SEC’s $22 million judgment against the former CEO and Chairman of Gemstar-TV Guide International, Inc. (SEC v. Yuen, 9th Cir. Case No. 06-55857); and defending the SEC against allegations that one of its investigations was tainted by an alleged breach of the attorney-client privilege (SEC v. Finazzo, 2nd Cir. Case Nos. 08-1733 and 08-3995).

Since 2006, Ms. Shimp has also focused on the SEC’s investigation of attorneys who appear or practice before it.  In December 2012, Ms. Shimp was promoted to her current position, where she works closely with the Assistant General Counsel for Litigation and Professional Misconduct in investigating possible attorney misconduct and bringing administrative proceedings against attorneys pursuant to SEC Rule of Practice 102(e).  She is also actively involved in examining whistleblower issues that involve attorneys.

Before joining the SEC, Ms. Shimp was an associate with two tax law boutiques in Washington, D.C.  She is a graduate of Harvard Law School.


Tom is a member of Reed Smith's Financial Industry Group. The focus of Tom's practice is on the representation of financial services companies including mutual funds, exchange-traded funds (including ETFs that invest in commodities), insurance companies issuing fixed and variable annuities and life insurance, and financial firms offering a wide range of other types of financial products. His practice combines regulatory experience with an extensive knowledge of the mutual fund, ETF, commodity pool, variable contract and investment advisory industries.

Tom assists clients in navigating the complex regulatory requirements governing insurance and securities products, including the federal securities laws administered by the U.S. Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC), the rules of the Financial Industry Regulatory Authority (FINRA) and the National Futures Association (NFA), and state insurance laws and regulations.

Tom has represented financial service companies in a private practice for over fifteen years. Additionally, Tom was Vice President and General Counsel of the Insured Retirement Institute (IRI) (formerly, the National Association for Variable Annuities (NAVA)). He was responsible for IRI's regulatory affairs program and represented the industry in a number of significant regulatory matters, appearing before regulatory agencies including the SEC, FINRA and National Association of Insurance Commissioners.

In addition to private practice and serving as IRI's General Counsel, Tom was a staff member of the SEC in the Office of Disclosure and Investment Adviser Regulation and the Office of Insurance Products.

Representative Matters

  • Provide ongoing regulatory advice, under federal securities and commodities laws, to Teucrium Trading, a sponsor of commodity-related exchange traded funds (ETFs).
  • Advised client, sponsor of commodity-related exchange traded funds (ETFs), on all aspects of fund formation and registration, as well as for ongoing maintenance and regulatory compliance issues, as such funds are regulated by the SEC, CFTC, NFA and FINRA.
  • Represent major commodities-based ETF provider with structuring and SEC/CFTC/FINRA/NYSE registration and compliance procedure preparation.

Publications

  • "SEC Office of Compliance Inspections and Examinations Releases 2016 Exam Priorities," Private Funds Law Update, 18 February 2016Co-Author(s): Alexandra Poe
  • "SEC Announces 2016 Exam Priorities," Reed Smith Client Alerts, 15 January 2016Co-Author(s): Alexandra Poe
  • "SEC Sanctions Insurance Company for Variable Contract Pricing Violations," Reed Smith Client Alerts, 29 May 2015Co-Author(s): Peggy C. Heminger
  • "CFTC’s Final 'Harmonization' Rules: Shifting Sands in the ETF Competitive Landscape," Reed Smith Client Alert, 20 August 2013
  • "SEC Lifts Moratorium on Non-Leveraged, Actively Managed ETFs that Use Derivatives," Reed Smith Client Alert, 13 December 2012
  • "Exchange-Traded Funds," 42 The Review of Securities and Commodities Regulation 13, July 15, 2009
  • "Summary Prospectus Rule as it Applies to ETFs," The Investment Lawyer, May 2009
  • "Newly Adopted Summary Prospectus Form Tailored for Exchange-Traded Funds," The Investment Lawyer, April 2009
  • "Insurance: Responding to Regulatory Subpoenas," Counsel to Counsel, May 2005
  • "Sarbanes-Oxley Act of 2002: The Perfect Storm," NAVA Outlook, November/December 2002
  • "Gramm-Leach-Bliley Allows New Relationships Between Banks, Securities Firms, and Insurance Companies," Taxation of Financial Institutions, January/February 2001
  • "Mutual Fund and Variable Insurance Products Advertising," 50 The American Bar Association Business Lawyer 925, 1995Co-Author(s): Co-author

Speaking Engagements

  • 20 September 2016A Practical Guide to Complying with the DOL's New Fiduciary Rules
  • 28-29 January 2016Understanding Financial Products 2016, New York, New York
  • 6-7 January 2014Understanding Financial Products 2014, New York, New York"Mutual Funds, Closed-End Funds, BDCs and ETFs"
  • 12 September 2012iGlobal Forum 3rd Annual ETF Investing Summit "ETF Sector Performance Results for all Asset Classes"
  • 2010 and 2011PLI: Nuts and Bolts of Financial Products "Exchange Traded Funds/Exchange Traded Notes"
  • 7-9 June 2009NAVA Government & Regulatory Affairs Conference "Changes in Living Benefits and Other Product Evolutions"
  • 6-8 May 2009Investment Company Institute (ICI) General Membership Meeting "How Regulatory Requirements Impact the Competitive Balance Between Conventional ETFs and New Types of Commodities-Based ETFs"
  • 23-24 February 2009PLI: Nuts and Bolts of Financial Products "Exchange-Traded Products: How New SEC Rules May Tip the Competitive Balance"
  • 23-24 June 20082008 Investment Advisors’ Exchange Traded Funds Summit
  • 16-17 November 2006ALI-ABA Life Insurance Company Products Conference
  • 25-28 March 2007ICI & FBA—Mutual Funds and Investment Management Conference
  • 12-14 July 2006ACLI Compliance Section Annual Meeting
  • 26-28 June 2005National Association for Variable Annuities 2005 Compliance & Regulatory Affairs Conference

Employment History

  • 2012 - Partner -Reed Smith
  • 2011 - Partner - Sutherland Asbill & Brennan LLP
  • 1998 - Vice President and General Counsel, Insured Retirement Institute (formerly, the National Association for Variable Annuities)
  • 1994 - Associate - Sutherland Asbill & Brennan LLP
  • 1991 - Attorney - Adviser, Office of Disclosure and Investment Adviser Regulation U.S. Securities and Exchange Commission
  • 1989 -Associate - Goodwin Procter LLP

Education

George Washington University Law School, J.D.

George Washington University, MBA

Professional Admissions / Qualifications

District of Columbia

Massachusetts

Virginia


Avinash Ganatra has extensive experience in U.S. and cross-border capital markets and leveraged finance transactions. Avi represents U.S. and multinational companies, investment banks, financial institutions and finance companies in debt and equity capital markets transactions including Rule 144A / Regulation S high-yield debt offerings, initial public offerings, private placements and debt tender offers and consent solicitations. Avi represents lenders and borrowers in secured and unsecured lending transactions, including syndicated and second-lien transactions. He advises banks on corporate issues relating to complex restructuring matters and multinational companies on cross-border mergers and acquisitions and securities law matters.

Avi advises corporate and institutional clients on the regulatory requirements of the Securities Act of 1933 and Securities Exchange Act of 1934, including JOBS Act private placement reforms, Sarbanes Oxley regulations and periodic reporting requirements under the Exchange Act. He counsels clients on internal controls and corporate governance requirements and on the structuring of comprehensive internal compliance programs.

Avi created The Irreverent Indenture (© 2002, Avinash V Ganatra), a multimedia presentation that teaches the intricacies of debt covenants and leveraged finance concepts in a uniquely engaging manner by combining animation, illustration and music with his spoken presentation. He has conducted several successful workshops featuring The Irreverent Indenture for banks, financial institutions and companies in New York, London and Amsterdam.

Admitted:

1993 Maharashtra State, India. Authorized to practice throughout India.
1995 New York

Affiliations:

A founding member of the South Asian Bar Association of New York (SABANY).
Currently serves on the Private Sector Committee of SABANY.

Publications:

“SEC Repeals Ban on General Solicitation in Private Placements, Adds A Disqualification for Bad Actors and Proposes New Reg. D Requirements,” Client Advisory, July 30, 2013

“Covenant-Lite, Convergence and Consequences: Observations on Leveraged Loans and High-Yield Bonds,” Client Advisory, June 10, 2013

Education:

B.Com., 1991 University of Mumbai-Sydenham College of Commerce and Economics

LL.B., 1993 University of Mumbai-Government Law College

LL.M., 1994 New York University School of Law

Languages:

Hindi. Understands spoken Marathi, Gujarati and Sindhi.


Kiye Sakai is a Managing Director and Counsel at UBS, where she leads the Derivatives and Structured Products legal team in the Americas.  The Derivatives and Structured Products legal team supports all derivatives businesses and structured products businesses of UBS’s Investment Bank division.  Before UBS, she was a counsel at Davis Polk & Wardwell, specializing in credit and structured products.  She also worked as a lawyer at IBM Credit Corporation.

Ms. Sakai is a graduate of Harvard and Radcliffe Colleges and Stanford Law School.  She is a member of the New York bar and an authorized house counsel in Connecticut.


Richard is a Partner in Ernst & Young LLP’s National Tax Department in Washington, D.C. Richard works in the Capital Markets Tax Practice and specializes in the taxation of financial products and transactions.

Richard has nearly twenty-five years of experience in the taxation of financial products and transactions. He currently consults with clients on a range of tax issues regarding the taxation of debt instruments, cross-border financing transactions, debt and equity financing, bankruptcy workouts, debt renegotiations, derivatives, hedging transactions, and securitizations.

Richard is a frequent speaker at tax conferences and has authored numerous articles on various topics related to the taxation of financial transactions.  Richard is also a contributing author to the Federal Income Taxation of Debt Instruments (Seventh Edition), published by CCH. 

Immediately prior to joining Ernst & Young in 2002, Richard was a Principal in Arthur Andersen’s Office of Federal Tax Services in Washington, D.C. Richard has also worked in the U.S. Federal Government as an Attorney-Advisor in the Internal Revenue Service Chief Counsel’s office and as a Special Assistant to the Assistant Attorney General (Tax Division) in the U.S. Department of Justice.  In addition, Richard was an associate at two large law firms. 

Richard received a B.A. in Accounting from the University of Washington (1984) and a J.D. from the Northwestern University School of Law (1990). Richard is admitted to the Bar in both Illinois and the District of Columbia. Richard also is a Certified Public Accountant (CPA) licensed in both Washington state and the District of Columbia. 

He is a member of the American Institute of CPAs, the National Association of Black Accountants, the American Bar Association, the National Bar Association, and the D.C. Bar Association.  Richard is the chair of the steering committee of the Taxation Section of the D.C. Bar Association.  In addition, Richard is a past vice-chair and chair of the Financial Products Committee of the Taxation Section of the D.C. Bar Association.