Skip to main content

Fundamentals of Broker-Dealer Regulation 2014

Speaker(s): Allison Reid, Clifford E. Kirsch, David F. Freeman, Jr., Doria G. Bachenheimer, G. Philip Rutledge, Jack P. Drogin, Joanne C. Rutkowski, John R. Hewitt, Lauren C. Mullen, Mark J. Happe, Robert L.D. Colby, Susan S. Krawczyk
Recorded on: Jun. 23, 2014
PLI Program #: 51942

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.


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

David Freeman is a partner and head of Arnold & Porter‘s Financial Services practice group.  He represents broker-dealers, banking organizations and other financial institutions on a variety of matters including securities and bank regulatory issues, applications, compliance matters, legislation and rulemakings, transactions and documentation.

Mr. Freeman received his J.D., M.B.A. and B.A. degrees from the University of Virginia.

As Chief Legal Officer of FINRA, Robert Colby oversees FINRA’s rulemaking, interpretive and corporate legal functions, as well as FINRA’s Advertising, Corporate Financing and Dispute Resolution Departments, and FINRA’s Hearings and Appellate Offices.  

Before joining FINRA, Mr. Colby was a partner in the law firm of Davis Polk & Wardwell LLP, where he advised on regulatory and compliance matters involving securities and derivatives for financial institutions and markets.

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

Mr. Colby received his J.D. cum laude from Harvard Law School and his undergraduate degree summa cum laude from Bowdoin College.

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 of the University of Pennsylvania.  He currently holds an appointment as Visiting Professor in Securities Law and Regulation in the LLM Program at BPP Law School, London and Tutor, Centre for Financial and Management Studies, University of 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 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 six years, he has been named in The Best Lawyers in America in Central Pennsylvania for his expertise in corporate, securities transactional, litigation and regulatory matters.

Mr. Rutledge is a Freeman of the City of London in the Worshipful Company of Pattenmakers and a member of the Council of the Business Law Section of the Pennsylvania Bar Association.

Ms. Bachenheimer is currently the Managing Director, General Counsel for Regulatory Law with TIAA-CREF, a national financial services group of companies and the leading provider of retirement saving products and services in the academic, medical, cultural and research fields.  Ms. Bachenheimer oversees many of the Company’s regulatory relationships and provides advice regarding significant regulatory issues, including investigations, examinations and Dodd Frank rule making.

Prior to joining TIAA-CREF in 2008, Ms. Bachenheimer was an Assistant Regional Director in the Enforcement Division at the US Securities and Exchange Commission (“SEC”) where she oversaw enforcement matters related to a variety of issues including insider trading, market timing and research analyst conflicts of interest.  Ms. Bachenheimer also previously served as a Senior Attorney at the US Department of Justice in the Office of the US Trustee and began her career as a litigation associate in private practice in New York.

Ms. Bachenheimer received her J.D. from Boston University School of Law and was a Paul J. Liacos Scholar. She received her B.A. from Brandeis University and graduated Magna Cum Laude.

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 and insurance distribution, including incentive, non-cash compensation and marketing support arrangements. Susan has particular experience with firms involved in the sale and distribution of investment and insurance products and programs in the registered investment adviser context (i.e., the RIA channel) and retirement plan markets.

Jack Drogin is a partner in the Financial Markets and Products Regulation Group of Schiff Hardin LLP, resident in Washington, D.C.  He specializes in the regulation of securities markets and securities professionals.  From 1991- 2001, he served in the SEC Division of Market Regulation (now Trading & Markets), in Washington, D.C., including as branch chief for international and debt clearing agency regulation, special counsel in the Office of the Chief Counsel, and as Assistant Director in the Office of Market Supervision.  He is a graduate of the University of Pennsylvania (B.A. 1985) and the Harvard Law School (J.D. 1989).

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.

Lauren Mullen is a securities regulatory attorney with more than 20 years of experience.  She is an Assistant General Counsel for Bank of America Merrill Lynch, covering their Cash Equities operations, including research sales, exchange traded funds, program trading, electronic and algorithmic trading, and the commission management businesses.  She provides legal and regulatory guidance on matters involving market structure, sales and trading issues, and the licensing and registration of broker-dealers and investment advisors.  Lauren earned her JD from the College of William and Mary in 1992 and her undergraduate degree from Columbia University in 1988.  Prior to working at Bank of America Merrill Lynch, she held positions at UBS Investment Bank, the law firm of Orrick, Herrington & Sutcliffe, and the SEC's Division of Trading and Markets

Mark J. Happe is the President and the Chief Risk & Chief Compliance Officer at MMC Securities Corp., which is owned by Marsh & McLennan Companies, Inc. in New York. He also serves as a director for MMC Securities (Europe) Ltd., an affiliated UK-based financial services firm. Prior to joining MMC, he was the Director of Enforcement for the Pacific Exchange. Prior to that, he spent three years at two NY-based broker/dealer subsidiaries of Royal Bank of Canada, serving as the CCO of its institutional investment firm and, most recently, as the General Counsel and CCO of one of its retail brokerage subsidiaries.  Prior to working at RBC, he was a senior in-house attorney with Prudential Securities, Inc., where his responsibilities included internal investigations, regulatory exams, and customer and employee related arbitrations / litigation. Previously, he worked for the SEC, last serving as a Senior Counsel with its Enforcement Division.

Mr. Happe received a J.D. degree from the American University Washington College of Law and graduated with a B.S., magna cum laude, from Seton Hall University.  He successfully completed the FINRA/Wharton Certified Regulatory and Compliance Professional (CRCP) Program and holds / has held the Series 7, 8, 14, 24, 51, 63 and 65 licenses.