Anthony Zeoli is a Partner with the law firm of Freeborn & Peters LLP in Chicago and is an experienced transactional and securities attorney as well as an industry-recognized crowdfunding and JOBS Act expert. Specializing in the areas of securities, commercial finance, real estate and general corporate law, his clients range from entrepreneurs and small, privately held, businesses to multi-million dollar entities. For a range of representative transactions please go to www.freeborn.com.
Anthony has particular expertise in the negotiation and documentation of real estate transactions including the acquisition, sale, construction, development, leasing and financing of real estate and has represented parties on both sides of such transactions. Mr. Zeoli is also an industry leader in the area of crowdfunding, in particular with respect to real estate crowdfunding. Most recently he drafted Illinois House Bill 3420, a bill which provides for an intrastate crowdfunding exemption in Illinois and which was unanimously approved by the Illinois house and Senate.
Anthony holds a masters degree in accounting from the State University of New York at Albany, a law degree with a concentration in corporate law from Northwestern University School of Law, and an M.B.A. degree with a double major in finance and entrepreneurship from the University of Illinois at Chicago. He received high honors and scholarships in all programs and is also an active member of MENSA. Anthony is also currently actively involved with the entrepreneurship program at the University of Illinois at Chicago as both a mentor and a student advisor and is an active advisory board member of the New York Distance Learning Association (NYDLA).
Douglas S. Ellenoff, a member of Ellenoff Grossman & Schole LLP since its founding in 1992, is a corporate and securities attorney with a specialty in business transactions, mergers and acquisitions and corporate financings. Mr. Ellenoff has represented public companies in connection with their initial public offerings, secondary public offerings, regulatory compliance, as well as, strategic initiatives and general corporate governance matters. During his career, he has represented numerous broker-dealers, venture capital investor groups and many corporations involved in the capital formation process.
In the last several years, he has been involved at various stages in numerous registered public offerings, including more than 100 financings and, with other members of his firm, hundreds of private placements into public companies, representing either the issuers of those securities or the registered broker-dealers acting as placement agent. Along with other members of his Firm, Mr. Ellenoff has been involved at various stages with over 100 registered blind pool offerings (commonly referred to as "SPACs"); In addition to our IPO experience with SPACs, he has been involved with more than 30 SPAC M&A assignments. The Firm represents nearly 60 public companies with respect to their ongoing 34 Act reporting responsibilities and general corporate matters. He also provides counsel with regard to their respective ongoing (SEC, AMEX and NASD) regulatory compliance.
Mr. Ellenoff and the rest of the corporate department distinguish themselves from many other transactional lawyers on the basis of their ability to be part of the establishment of new securities programs, like PIPEs, SPACs, Registered Directs and Reverse Mergers, where the Firm's professionals have played leadership roles within each of those industries, assisting in the creation, formation and strategies relating to those financings, as well as working closely with the regulatory agencies; including the SEC and FINRA; and the listing exchanges - AMEX and NASDAQ. Mr. Ellenoff is routinely requested to be a panelist and presenter at industry conferences.
Like the other innovative securities programs, the Firm has taken a leadership role in the emerging crowdfunding industry, which was signed into law by President Obama on April 5, 2012. The Firm actively participates in many discussions with the SEC and FINRA with respect to the proposed rules which went into effect May 16, 2016. The Firm has sponsored conferences, webinars and has been invited to speak at numerous events on the topic. The Firm is already actively engaged with clients (funding portals, broker-dealers, technology solution providers, software developers, investors and entrepreneurs).
Faith Anderson is the Chief of Registration & Regulatory Affairs of the Securities Division of the Washington State Department of Financial Institutions. She supervises legal staff responsible for reviewing applications for registration in small public offerings, non-traded REITs, business development companies, oil and gas programs, bank holding companies, in-state municipal bond offerings, church bond offerings, rescission offers, business opportunity offerings, and franchise offerings. She oversees the processing of exemption filings and has experience in issues concerning investment advisers and pooled investment vehicles. She is also responsible for reviewing requests for interpretive and no-action letters, promulgating policy and interpretive statements, amending the Division’s administrative rules, and reviewing and drafting legislation.
Ms. Anderson chairs the Small Business/Limited Offerings Project Group of the North American Securities Administrators Association, Inc. (NASAA). She is also a member of NASAA’s Committees on Corporation Finance, the Electronic Filing Depository, State Legislation, and Capital Formation. She has served as primary drafter on several NASAA comment letters on SEC rule proposals, led NASAA’s project to create a coordinated multi-state review program for Reg. A offerings, and continues to provide input on the nationwide electronic filing system for state securities filings that was launched in 2014 for Rule 506 notice filings. Ms. Anderson is a frequent speaker on topics including private offerings, small public offerings, and crowdfunding.
Ms. Anderson received a Bachelor of Arts degree in Business Administration with a concentration in Finance, as well as the Certificate of International Studies in Business, from the Foster School of Business at the University of Washington in 1998. She received a Juris Doctor degree from the University of Washington School of Law in 2005. While in law school, Ms. Anderson served as an editor on the Pacific Rim Law & Policy Journal and completed an externship with Justice Barbara A. Madsen of the Washington State Supreme Court.
Ms. Anderson is a member of both the Securities Committee of the Business Law Section of the Washington State Bar Association and the American Bar Association’s State Regulation of Securities Committee.
Gregory J. Nowak is a partner in the Philadelphia office of Pepper Hamilton LLP and a practice leader for hedge funds in the firm’s Funds Services Practice Group.
He concentrates his practice in securities law, particularly in representing investment management companies and other clients on matters arising under the Investment Company Act of 1940 and the related Investment Advisers Act of 1940.
Mr. Nowak also handles mergers and acquisitions, corporate and regulated investment company tax work and other corporate matters. He also represents broker-dealers and CTAs and CPOs with respect to matters under the Securities Exchange Act of 1934 and the Commodity Exchange Act.
In addition, Mr. Nowak represents many hedge funds and other alternative investment funds in fund formation and investment and compliance matters, including compliance audits and preparation work. Mr. Nowak has represented a broad range of investment funds, from funds that use the traditional broad investment charters and invest globally in virtually any financial asset that can be readily traded to specialty niche funds with narrowly defined investment strategies that invest in distressed debt and other illiquid securities. He also represents fund managers with products spanning both the private equity and hedge fund markets.
Mr. Nowak also handles mergers and acquisitions, tax matters for corporations and registered investment companies and other corporate matters.
Mr. Nowak also has represented hospitals, health care systems and health care providers and other health care entities as outside general counsel and as special counsel in regulatory, corporate and transactional matters, business operations and many other issues
Mr. Nowak writes and speaks frequently on issues involving alternative lending, blockchain, initial coin offerings (ICOs), investment management, health care and other matters.
Mr. Nowak is the author of five books on hedge funds. Hedge Fund Disclosure Documents Line by Line – A User’s Guide to Confidential Private Placement Memoranda for Funds Formed as Limited Liability Companies (the 3rd edition was published in 2018; the 2nd edition was published in January 2011; the 1st edition was published in 2004) and Hedge Fund Agreements Line by Line – A User’s Guide to LLC Operating Contracts, (the 2nd edition was published in September 2009; and the 1st edition was published in 2004) All were published by Aspatore Publishing.
Jahan Sharifi specializes in investment and financing transactions, including private equity and venture capital investments, mergers and acquisitions, joint ventures and private investments in public companies. He regularly assists hedge funds and private equity funds in investing in companies in a broad range of industries in the U.S. and other countries. Mr. Sharifi works with clients throughout the life cycle of their investments in companies: advising them on their rights and duties as investors, including with respect to board appointees; negotiating follow-on investments; evaluating proposed investments by new investors; effecting divestitures through private sales or the public markets; and providing guidance on restructuring or recapitalization of companies.
In addition to working with investment funds in negotiating portfolio investments, Mr. Sharifi represents sponsors in structuring and capitalizing new private investment funds and other investment vehicles. He represents both fund sponsors and investors in negotiating seed investments in new management companies and new funds.
Mr. Sharifi has been active in developing the firm’s peer-to-peer (P2P) marketplace lending practice. He represents clients establishing online lending platforms, including advising on securities laws applicable to such platforms, as well as federal and state law lending regulations.
Mr. Sharifi also regularly advises clients on complex issues relating to the receipt of confidential information, as well as market standards for non-disclosure and confidentiality agreements.
Corporate & Business Transactions
Fund Formation & Investment Management
Mergers & Acquisitions
Private Fund Advisers
University of Chicago Law School, J.D. with honors, 1993
Fels Center of Gov’t University of Pennsylvania, M.G.A., 1991
University of Chicago, B.A. with honors, 1987
Deep Springs College
BAR & COURT ADMISSIONS
Joseph Borg has been Director of the Alabama Securities Commission (ASC) since 1994. Borg was twice past president of the North American Securities Administrators Association (NASAA) and is currently serving his third term as President. He served as a member on the NASAA Board of Directors, as Chair of the International Committee, Chair of Enforcement, Ombudsman and in several other capacities. He is also a member of the Board of Directors of the National White Collar Crime Center (NW3C) and previously served as a member of the Board of Directors of the Investor Protection Trust (IPT). He has also served as a member of the SIPC Modernization Task Force and the FINRA Dispute Resolution Task Force.
Borg recently (June 2018) testified before the U.S. House Financial Services Committee, Capital Markets Subcommittee hearing entitled “Ensuring Effectiveness, Fairness, and Transparency in Securities Law Enforcement.” He has previously testified before various committees of the U.S. Senate and U.S. House of Representatives including testimony on such areas as Microcap Fraud; Criminal Elements in the Financial Markets; Information Sharing among Financial Regulatory Agencies; Risks Posed to Everyday Investors from IPOs in Private Equity and Hedge Funds; Illegal Investment Sales’ Practices Victimizing Senior Citizens; and SIPA and SIPC Modernization.
Borg served as a U.S. delegate to an Intergovernmental Expert Group for the United Nations Commission on International Trade and Law (UNCITRAL).
Borg previously served as in-house corporate counsel to First Alabama Bank (n/k/a Regions Bank, 1979-1984) and has been an adjunct professor of law at Faulkner University Jones School of Law teaching securities law and banking (1982-2002), and has been a Partner in the Montgomery law firm of Capouano, Wampold, Prestwood & Sansone (1984-1994).
He is admitted to practice in Alabama, Florida, New York, U.S. Federal District Courts in Alabama and Florida, the 5th and 11th Circuit Courts of Appeal and the U.S. Supreme Court.
Keir Gumbs is Associate General Counsel, Global Corporate, M&A and Securities, and Deputy Corporate Secretary at Uber Technologies, Inc. Prior to joining Uber, he was a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos.
Keir is recognized as a leading authority on securities regulation and corporate governance who represents a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations.
Honors and Rankings
Kim Wales is the founder and Chief Executive Officer of CrowdBureau, LLC and Wales Capital, LLC.
Professionally, she is a member of the Zahn Center Board of Advisors; a member of The City College Center for the Arts’ Board of Directors; a member of the Heritage Foundation Securities Regulation Working Group; an executive board member of the Crowdfund Intermediary Regulatory Advocates (CFIRA); and an adjunct professor in Economics teaching Entrepreneurship: Women & Diversity at the City College of New York.
In addition to writing numerous articles and white papers in publications that include The Journal of Governance and Regulation, The Capco Institute Journal of Financial Transformation, The Journal of Risk Management in Financial Institutions, Cayman Financial Review, TABB Research and Forum, and Thomson Reuters Corporate Finance Review, Ms. Wales has authored Peer-to-Peer Lending and Equity Crowdfunding (2016), a finance book on investing and risk management using alternative asset classes.
Ms. Wales’ work spans being a change agent, lobbyist and advocate. She is recognized as one of the country’s thought leaders on the JOBS Act and securities based crowdfunding. She has advised and influenced decision-making through recommendations to the Securities and Exchange Commission, FINRA, the European Commission [Building a Capital Markets Union green paper], the Ontario Securities Commission, the Taiwan Financial Supervisory Commission, the Australian Stock Exchange, and other state and federal government agencies as related to equity and debt-based crowdfunding. She is cited numerous times in the final rules for Title II, III and IV.
Ms. Wales has 17 years of experience in banking. From 1995–2011, some of Ms. Wales’ clients included Chase Manhattan Bank, Morgan Stanley, Depository Trust Clearing Corporation, Prudential, NYSE Euronext, Shaklee Corporation, and The Bank of N.T. Butterfield & Son Limited. She consulted and advised in areas covering clearing and settlement, cash management, Basel II – Pillar I, Sarbanes Oxley, and post-merger work related to restructuring fund administration, and corporate and personal trust businesses.
Ms. Wales has been featured and quoted in The Wall Street Journal, The New York Times, Forbes, SmartCEO, Business Week, The Deal, and Black Enterprise, and featured on Bloomberg-TV. She is a frequent invited speaker at global events.
Neil S. Faden practices transactional corporate and securities law with concentrations in organization and capitalization of collective investment funds, community development finance transactions, crowdfunding and peer-to-peer lending transactions and healthcare industry financing and transactional matters.
Neil focuses on finance matters related to the New Markets Tax Credit program and renewable energy tax credit projects. His practice includes the representation of community development entities, investors, lenders and borrowers.
Neil advises clients in connection with the organization, capitalization and financing of marketplace lending platforms and loan purchase transactions.
Neil advises sponsors of collective investment vehicles, organized as limited liability companies and partnerships, ranging from hedge funds to real estate private equity funds.
Neil has lead responsibility for dozens of affordable housing finance transactions, including the formation of limited partnerships designed to invest in affordable housing generating federal low-income housing tax credits, negotiation with institutional investors in such partnerships, negotiation with lenders and negotiation of equity investments in partnerships constructing or rehabilitating affordable housing.
Memberships and Activities
Sara Hanks, co-founder and CEO of CrowdCheck, is an attorney with over 30 years of experience in the corporate and securities field. CrowdCheck provides due diligence, disclosure and compliance services for online capital formation. Its services help entrepreneurs and project sponsors through the disclosure and due diligence process, give investors the information they need to make an informed investment decision and avoid fraud and help intermediaries avoid liability.
Sara’s prior position was General Counsel of the bipartisan Congressional Oversight Panel, the overseer of the Troubled Asset Relief Program (TARP). Prior to that, Sara spent many years as a partner of Clifford Chance, one of the world’s largest law firms. While at Clifford Chance, she advised on capital markets transactions and corporate matters for companies throughout the world. Sara began her career with the London law firm Norton Rose. She later joined the Securities and Exchange Commission and as Chief of the Office of International Corporate Finance led the team drafting regulations that put into place a new generation of rules governing the capital-raising process.
Sara received her law degree from Oxford University and is a member of the New York and DC bars and a Solicitor of the Supreme Court of England and Wales. She serves as co-Chair of the SEC’s Advisory Council on Small and Emerging Companies. She holds a Series 65 securities license as a registered investment advisor. Sara is an aunt, Army wife, skier, cyclist, gardener and animal lover.
Tom Kim is a partner, focusing his practice on advising companies, underwriters and boards of directors on registered and exempt capital markets transactions, SEC regulatory and reporting issues, and corporate governance, as well as on general corporate and securities matters.
Prior to joining Sidley in 2013, Tom served for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance at the SEC. As Chief Counsel, Tom was responsible for the no-action, interpretive and exemptive positions taken by the Division on a wide range of matters, including Securities Act exemptions, the registration process, Rule 144, and a broad range of Exchange Act issues, including deregistration, succession, Section 16, proxy solicitation and shareholder proposal rules, and executive compensation disclosure, among others. Under his leadership, the Chief Counsel’s Office revised and updated the Division’s telephone interpretations as Compliance and Disclosure Interpretations and issued several significant Staff Legal Bulletins.
Tom also oversaw the Division’s Office of Enforcement Liaison, which refers matters to the Division of Enforcement and advises on offering and disclosure-related issues in enforcement cases.
Prior to joining the SEC in 2006, Tom served as Corporate and Securities Counsel for the General Electric Company. He graduated magna cum laude from Harvard Law School and was editor of Harvard Law Review.
Tom currently chairs the ABA’s Disclosure Effectiveness Working Group, which is working with the SEC on the disclosure reform initiative led by the Division of Corporation Finance. As a member of the ABA’s Committee on Corporate Laws, Tom edited several editions of the ABA’s Corporate Director’s Guidebook.
Tom has been recognized by Chambers USA: America's Leading Lawyers for Business in the area of Securities: Regulation: Advisory since 2015, where Chambers noted that he is “well respected for his regulatory expertise and is often sought after by public companies and their boards of directors, as well as underwriter clients, to advise on complex SEC reporting and corporate governance issues.”
Amy has authored the Bloomberg Law practice guide to ICOs and Lexis Nexus' Private Equity practice guide. Previously, she was a Partner at a boutique securities law firm and General Counsel at a real estate crowdfunding platform. Amy is also the founder and co-organizer of Legal Hackers LA, which programs around the intersection of law and technology. She was also named one of ten women to watch in legal technology by the American Bar Association Journal in 2014 and one of 18 millennials changing legaltech by law.com in 2018; and was nominated as a Finalist for the Corporate Counsel of the Year Award 2015 by LA Business Journal.
Amy has also worked in international regulatory and trade policy at the U.S. Department of Commerce, and was a Presidential Management Fellow at the U.S. Department of State and U.S. Department of Transportation. She holds an LL.M. in Public International Law from the London School of Economics and Political Science, a JD from the University of Southern California Gould School of Law, and a BA in Biological Sciences from the University of Southern California.
Kiran Lingam was most recently General Counsel and VP of Business Development at SeedInvest, a leading equity crowdfunding platform, where he coordinated all legal functions, including due diligence, legal and regulatory strategy, venture capital and seed financing transactions, broker-dealer operations, and compliance and internal corporate governance. Prior to SeedInvest, Kiran worked as a corporate and securities attorney at the law firms of Jones Day and DLA Piper LLP, where he served as outside legal counsel to venture capital and private equity funds, angel groups, and over 30 technology startups. Kiran has written several of the seminal articles on new securities laws under the JOBS Act, including on Accredited Investor Crowdfunding (Title II), Retail Crowdfunding (Title III), and Regulation A (Title IV). Kiran is also a co-founder of TiE Angels NY, an angel investor group affiliated with The Indus Entrepreneurs (TiE), the world's largest non-profit organization dedicated to fostering entrepreneurship with 55 chapters and 10,000 members.
Cornell University, B.A
University of Georgia, J.D., with honors
New York, 2011
Natasha Cupp has served as Assistant General Counsel of Prosper Marketplace, Inc. (“Prosper”) since August 2013. Prior to that, Ms. Cupp served as Corporate Counsel of Prosper from July 2010 until August 2013. Prior to joining Prosper, Ms. Cupp served as Assistant General Counsel of Women’s Professional Soccer. Before that, Ms. Cupp practiced for a number of years with the San Francisco law firm of Orrick, Herrington & Sutcliffe. Ms. Cupp earned her J.D. from the University of Virginia, where she was elected to the Order of the Coif and served as an Editorial Board Member of the Virginia Law Review. Ms. Cupp also holds an A.B., cum laude, in Economics from Harvard University.
Samuel S. Guzik has more than 35 years of experience as a corporate and securities attorney and business advisor in private practice in New York and Los Angeles, including as an associate at Willkie Farr and Gallagher, a major New York based international law firm, a partner at the law firm of Ervin, Cohen and Jessup, in Los Angeles, and in the firm he founded in 1993, Guzik & Associates. Mr. Guzik has represented public and privately held companies and entrepreneurs on a broad range of business and financing transactions, both public and private. Mr. Guzik has also successfully represented clients in federal securities litigation and SEC enforcement proceedings. Guzik has represented businesses in a diverse range of industries, including digital media, apparel, health care and numerous high technology based businesses.
Guzik is a recognized authority and thought leader on matters relating to the JOBS Act of 2012 and the ongoing SEC rulemaking, including Regulation D Rule 506 private placements, Regulation A+, and investment crowdfunding. He has been consulted by Congressional members, state legislators and the U.S. Small Business Administration Office of Advocacy on matters relating to the JOBS Act and state securities matters. He is a frequent blogger on his blog, The Corporate Securities Lawyer Blog, addressing developing corporate and securities laws issues.
He has published two major commentaries on JOBS Act rulemaking in The Harvard Law School Forum on Corporate Governance and Financial Regulation: the first article, entitled “Regulation A+ Offerings – a New Era at the SEC,” discussing the SEC’s proposed regulations implementing JOBS Act Title IV Regulation A+ (also accepted for publication in the Fall 2014 issue of the Texas Journal of Business Law); the second article is entitled “SEC Crowdfunding Rulemaking under the JOBS Act – An Opportunity Lost?” addressing deficiencies in the SEC’s proposed Title III investment crowdfunding regulations. Mr. Guzik also authors a regular column on Crowdfundinsider.com, The Crowdfunding Counselor, addressing JOBS Act issues affecting entrepreneurs, small and emerging companies, investors and Internet-based funding portals. His articles have been cited in national business publications on issues relating to federal securities regulation, including The Economist, Forbes, Bloomberg’s Businessweek, Compliance Weekly and Equities.com, as well as by SEC Commissioners.
Mr. Guzik has also been a regular speaker on federal securities matters, including leading government, academic and trade association forums. He also served as President of the Crowdfunding Professional Association in 2015. Mr. Guzik is also a founding member of The Heritage Foundation Securities Regulation Working Group, focusing on federal regulatory issues affecting small businesses and emerging growth companies, including ongoing JOBS Act and Dodd-Frank SEC rulemaking. Healso serves as an inaugural member of the Advisory Council of the Crowdfunding Professional Association (CfPA), of which he is a member.
He received a B.S. degree in Industrial and Labor relations from Cornell University and is a graduate of Stanford University Law School. He is admitted to practice in both New York and California.
Lewis serves as CEO of Heritage Capital Ventures, a private equity concern that invests in online financial technologies for traditionally offline processes that result in greater efficiencies, greater capital access, and lower costs to consumers, businesses and governments. He founded Goodwin Procter’s California offices, led the firm's Public Finance Practice, and founded and chaired its Crowdfunding Practice.
Mr. Feldman has advised clients on more than $100 billion in debt and equity transactions for market-rate and affordable apartments, master-planned residential communities, aerospace, industrial and manufacturing facilities, urban entertainment centers, primary, secondary and university educational facilities, retail malls, hospitals, mixed-use projects, destination resorts and hotels, Brownfields remediation, military base reuse projects, green building, mitigation banks, transportation projects, water and wastewater facilities, and all forms of public infrastructure.
Mr. Feldman proudly serves in a leadership role in several associations and groups, including serving as Chairman of the Board of Directors of the University of California, Los Angeles Richard D. Ziman Center for Real Estate, and Member of the Leadership Council at the University of Southern California Lusk Center for Real Estate.
Mr. Feldman consistently ranks among America's leading real estate attorneys in Chambers USA: America's Leading Lawyers for Business, Best Lawyers in America, Lawdragon's "Top 500 Lawyers in America," The Legal 500 US, and is individually rated "AV®-Preeminent™” by Martindale-Hubbell. He has numerous media appearances on CNBC, CBS, Bloomberg, ABC, and Fox Television to his credit. His ideas and opinions have also been featured in national, regional and trade publications, including Bloomberg Business, The Los Angeles Times, The New York Times, The Wall Street Journal, Fortune and Forbes.
Mr. Feldman received his Juris Doctorate from the University of California at Davis in 1982 and was Executive Editor of the UC Davis Law Review. He completed his undergraduate education at the University of California at Santa Cruz in 1978, where he received bachelor’s degrees with highest honors in Economics and Environmental Planning.
With over 15 years of senior leadership experience, John manages Funding Circle’s legal and regulatory compliance and operations teams.
Prior to Funding Circle, John was responsible for all legal and regulatory matters as Legal Director and Chief Compliance Officer for Liquidity Realty Partners, a real estate secondary investment firm. Previously, he served as Vice President at Redwood Trust, a publicly traded mortgage REIT specializing in real estate loans and securities. Other prior roles include management duties with Dorado Corporation and Countrywide Securities. John began his legal career as an Associate Attorney at Booth, Mitchel & Strange, a commercial and business law firm.
John received a JD and BBA from the University of San Diego. He is a member of the State Bar of California and a California licensed real estate broker.