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Fundamentals of Broker-Dealer Regulation 2015


Speaker(s): Abby Henig, Clifford E. Kirsch, David F. Freeman, Jr., G. Philip Rutledge, Jack P. Drogin, Jeffrey R. Stern, Joanne C. Rutkowski, John R. Hewitt, Mark J. Happe, Orit Weinstein, Robert L.D. Colby, Vanessa A. Scott
Recorded on: Jun. 24, 2015
PLI Program #: 57114

Orit Weinstein

Orit Weinstein is an Associate General Counsel at TIAA-CREF in New York where she focuses on broker-dealer and investment adviser matters. Previously, she worked at FINRA where she has acted both as an Attorney in the Sales Practice Policy Department and an Examiner in the Membership Application Program. She started her career as an associate at Sullivan & Cromwell LLP. She obtained her law degree from New York Law School, where she graduated magna cum laude, and served as Managing Editor of the New York Law School Law Review.


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


David Freeman is a partner and head of Arnold & Porter Kaye Scholer's Financial Services practice group. He represents broker-dealers, investment managers and other financial institutions on a variety of matters including securities and bank regulatory issues, legislation, mergers and acquisitions, private investment funds, and new product development and documentation. Mr. Freeman advises clients on strategic initiatives with federal financial regulatory, legislative, and public policy implications. As part of his practice, Mr. Freeman advises domestic and foreign broker-dealers on compliance with state and federal securities laws and SRO rules.

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


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.


Vanessa Scott is a partner in Sutherland’s Washington DC tax practice, where she advises on employee benefits and matters related to the Employee Retirement Income Security Act (ERISA).  Ms. Scott counsels domestic and international  insurers on a wide range of regulatory and compliance matters relating to ERISA-governed benefits and retirement services products. She is nationally recognized for her insight on Patient Protection and Affordable Care Act (PPACA) issues, and is a sought-after speaker on the Department of Labor’s (DOL) re-proposal on the definition of investment advice fiduciary.

Ms. Scott is focused on providing creative legal solutions for insurers operating in a quickly changing market. Her experience includes assisting one of the world’s largest international specialty reinsurers with ERISA issues associated with surplus and excess lines, stop-loss insurance, catastrophic coverage and specialty health risks. Ms. Scott also drafted several comment letters regarding the DOL’s fiduciary re-proposal on behalf of insurance groups and financial services firms. As a member of Sutherland’s Privacy and Data Security team, Ms. Scott also has experience advising on Health Insurance Portability and Accountability Act (HIPAA) issues, state health privacy laws, and claims-related cyber risk exposure.

Ms. Scott’s unique practice combines her proficiency with the technical rules that govern ERISA-governed benefits and products with her policy experience as a former Congressional aide and federal government relations representative. She frequently represents her clients’ interests before federal and state agencies and the National Association of Insurance Commissioners, and she has testified before members of Congress on insurance matters relating to the PPACA and healthcare transparency.

Ms. Scott is frequently quoted in the trade press and national publications, and she was named a Washington, D.C. Super Lawyer for the third time in 2015. She serves as Sutherland’s national Chief Diversity Officer  and is an adjunct professor at the Georgetown University Law Center. She attended Duke University and the Vanderbilt University School of Law, and she holds an LL.M. in Taxation from the Georgetown University Law Center.


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.


Abby Henig is Associate General  Counsel at AIG Advisor Group,Inc.,a network of  four independent broker-dealers with over 6,000 affiliated financial advisors. Abby assumed her current role at AIG in New York in 2010 and manages all M&A and transactional activities on behalf of the broker-dealers. Prior to that, Abby was Assistant General Counsel at one of Advisor Group's broker-dealers, Sage Point Financial, I nc., headquartered i n Phoenix, AZ. While there, she was responsible for managing its regulatory, litigation and transactional matters. Before jo ining AIG, Abby was Assistant General Counsel at the Arizona Corporation Commission's Securities Division, where she assisted in the drafting of the state's securities and  i nvestment advisory rules and regulations. She was also Assistant General Counsel at Development Corporation for I srael, in New York, an underwriter of State of Israel bonds and private placement offerings. She began her career as a corporate associate at the law firm of White & Case in New York. A member of the New York State Bar, Abby received her JD from Columbia University Law School, her bachelor's degree from Barnard College in New York, and,post-law school, received the IREX Fellowship for the study of law in Russia.


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).


Jeffrey R. Stern is an Executive Director at Morgan Stanley heading its Operations, Finance, and Technology and Data Compliance Group.  Previously, Jeff was in Morgan Stanley’s Legal Department covering outsourcing, technology and operations.  Before joining Morgan Stanley, Jeff was an associate with Latham & Watkins and Weil, Gotshal & Manges.

Jeff is a graduate of Harvard College (1990) and Virginia Law School (1994), where he was a member of the Virginia Law Review.


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.


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.