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Financial Services Conflicts of Interest & Fiduciary Duties 2015: Navigating the Emerging Regulatory Maze


Speaker(s): Andrew J."Buddy" Donohue, Dana L. Platt, James S. Shorris, Melanie Nussdorf, Michael Rufino, Steven A. Yadegari, Timothy R. McTaggart, William J. Delmage
Recorded on: Apr. 20, 2015
PLI Program #: 59364

 

Areas of Practice

  • ERISA, Labor & Employment
  • ERISA/
    Employee Benefits/
    Litigation/
    Executive Compensation
  • Employee Benefits/
    ERISA/
    Executive Compensation
  • Tax
  • Congressional Oversight & Investigations

     

    Education

  • New York University School of Law, J.D., 1973
  • University of Pennsylvania, B.A., 1970

     

    Bar & Court Admissions

  • District of Columbia

 

Melanie Nussdorf is a partner in the Washington office of Steptoe, where she is a member of the Tax and Employee Benefits groups.

Her practice spans the entire range of employee benefits, from the tax-based rules for qualified pension plans, to fiduciary issues, welfare benefits, and plan termination. Ms. Nussdorf's particular focus over the last several years has been fiduciary issues, including prohibited transaction exemption questions under ERISA, especially in connection with financial products and services. Ms. Nussdorf represents a number of financial institutions including major banks, investment advisers,brokerage firms, and insurance companies. In addition, she has particular experience in all aspects of the plan termination process, including issues of employer liability for poorly funded plans terminating in or outside of a bankruptcy proceeding. She has done substantial work on ERISA issues relating to hedge funds and private equity vehicles. She also has substantial experience with the exemption and advisory opinion process under ERISA and has worked extensively on legislative issues related to ERISA.

Ms. Nussdorf was counsel for age and sex discrimination at the Department of Labor prior to serving as Executive Assistant to the Solicitor of Labor from 1977-81. During this period, she had significant oversight responsibility for the department's legal work under ERISA. From 1981-84, she served as Special Counsel at the Pension Benefit Guaranty Corporation.

Noteworthy

  • Listed in Best Lawyers in America 1995-2014 for Employee Benefits(ERISA)Law and ERISA Litigation
  • Received Star Individual Rating for DC: Employee Benefits & Executive Compensation in Chambers USA: America’s Leading Business Lawyers 2011-2013
  • Ranked #1 for Nationwide: Employee Benefits & Executive CompensationinChambers USA: America’s Leading Business Lawyers 2011-2013
  • Ranked #1 for DC: Employee Benefits & Executive Compensation and Nationwide: Employee Benefits & Executive Compensation inChambers USA: America’s Leading Business Lawyers 2004-2013
  • Recommended as a Leading Lawyer for Labor & Employment: Employee Benefits & Executive Compensation by Legal 500 US 2009, 2013
  • Recommended for Labor & Employment: Employee Benefits& Executive Compensation by Legal 500 US 2012
  • Recommended for Tax: Employee Benefits & Executive Compensationby Legal 500 US 2011
  • Listedin Washington, DCSuper Lawyers 2007-2013
  • Listed in Lawdragon 3000 Leading Lawyers in America 2011
  • Listed as International Law Office Client Choice Award Guide 2010 winner for USEmployment and Labor 2010

 

Select Seminars & Events

“Other Regulatory Regimes Affecting the Investment Management Industry,” PLI’s Investment Management Institute 2013

"Pension Plan Investment: Current Perspectives," Practising Law Institute's Conference, April 5, 2011

"ERISA Fiduciary Basics," Practising Law Institute's Conference, February 23, 2011

"Investment Management Institute," Practising Law Institute's Conference, February 10, 2011

"CFTC’s Proposed Business Conduct Standards for Swap Dealers: Costs and Consequences to Swap Dealers and Plans," Practising Law Institute's Teleconference, January 25, 2011

"DOL’s Proposed Significant Expansion of the Fiduciary Definition," Practising Law Institute's Teleconference, November 19, 2010

Selected Publications

Expanded Roth Conversion Opportunity for Retirement Plan Participants
January 11, 2013

ERISA Advisory - $36.9 Million Awarded in ERISA Class Action Challenging Investment Selection and Compensation Paid to 401(k) Plan Recordkeeper
May 3, 2012

ERISA Advisory - Department of Labor Releases 408(b)(2) Fee Disclosure Regulations
March 9, 2012

ERISA Advisory - CFTC Announces New Swap Rules
February 2, 2012

ERISA Advisory - Labor Department Issues Final Regulations Addressing Provision of Investment Advice to Participants and Beneficiaries of Self-Directed Individual Account Plans and IRAs
October 31, 2011

ERISA Advisory - Proposed Regulation Redefining Fiduciary
November 5, 2010

ERISA Advisory - ERISA Advisory Council Makes Stable Value Fund Recommendations to Labor Department
November 17, 2009

Melanie Nussdorf Quoted in Pensions & Investments about Revamped Rules for Offering Investment Advice
May 4, 2009

 


Bill is an Assistant Regional Director in the SEC’s New York Regional Office’s Investment Adviser/Investment Company examination program.  Bill started his career with the New York Regional Office as a Securities Compliance Examiner in 1990.  Bill was promoted to Branch Chief in 1995 and to his current role in 2002.  Bill has a BBA in Finance & Investments from Baruch College – City University of New York.


James Shorris is executive vice president and deputy general counsel for regulatory affair and serves as a member of the management teams of the Legal and the Governance, Risk, and Compliance (GRC) groups at LPL Financial. He is responsible for managing the firm’s interactions with federal, state, and SRO regulators; developing the firm’s strategy for responding to new regulatory rules; evaluating GRC’s supervisory policies, practices, and related business processes; and assisting with government relations strategy and efforts in Washington, D.C.

With more than 25 years of legal and financial services experience, Mr. Shorris joined LPL Financial in 2011 from FINRA, where he served in leadership positions for seven years, most recently as EVP and executive director of enforcement. In this role, he was responsible for the day-to-day operational management of the Enforcement Department, supervising cases involving mutual fund sales and distribution practices, variable annuity suitability, fixed income pricing, and anti-money-laundering failures. He also developed and implemented enforcement policy, supervised regional and home office investigative and litigation functions, coordinated with the SEC and other regulators, responded to congressional and Government Accountability Office inquiries, and represented FINRA before the press, industry, and public.

Earlier in his career, Mr. Shorris served in senior legal and compliance roles with brokerages Allmerica Financial Corporation and Tucker Anthony Incorporated. He was also a member of the securities regulatory practices with law firms Morgan, Lewis & Bockius; Choate, Hall & Stewart; and Bingham McCutchen. He began his career as an assistant district attorney in the Manhattan District Attorney’s Office.

Mr. Shorris holds a Juris Doctorate from Case Western Reserve University School of Law and a Bachelor of Arts earned cum laude in political science from Macalester College in St. Paul, MN. He is FINRA Series 7 and 24 registered through LPL Financial and is a member of the bar in Massachusetts, New York, and Washington, D.C.


Andrew J. Donohue, widely known as Buddy Donohue, is Of Counsel in the Investment Funds practice.

Buddy has over 40 years of experience in both senior government and private sector roles, having most recently served as SEC Chief of Staff to Chair Mary Jo White (2015-2017). He is best known for his service as Director of the SEC’s Division of Investment Management (2006-2010) (where he was effectively the most senior regulator for the U.S. funds industry), Global General Counsel at Merrill Lynch Investment Managers (2003-2006), Executive Vice President and General Counsel at OppenheimerFunds Inc. (1991 – 2001) and Investment Company General Counsel at Goldman Sachs (2012-2015).

Buddy has been an officer, director and counsel for numerous investment advisers, broker-dealers, commodity trading advisers, transfer agents and insurance companies, and has served on the boards of business development companies, registered open-end funds, closed-end funds, exchange traded funds, Cayman funds and Dublin- and Luxembourg-based UCITS. He has also served as Chairman of the ABA Investment Companies and Investment Advisers Subcommittee, and as an Editor of the ABA Guide for Fund Directors.

Buddy is an acknowledged and highly respected thought leader within the industry, having published, lectured and delivered talks on a variety of investment fund topics. He currently is also an Adjunct Professor teaching investment management law at Brooklyn Law School.


Seasoned compliance professional with keen ability to proactively identify and fearlessly escalate issues using effective communication skills, enfranchising all relevant stakeholders, and actively contributing to risk remediation on a timely basis.

Highly effective communicator able to rapidly educate a global business and other functions on fiduciary requirements.

Successful leader in achieving enterprise-wide objectives of global cross divisional, cross functional initiatives on time and within budget.

Experienced evaluator of interdisciplinary impact of existing and proposed IT systems and processes.

Strategic thought leader in organization and execution of Compliance function through physical and virtual global teams, including,

  • Mitigating risk in regulatory exams
  • Harmonizing standards and practices globally
  • Eliminating institutionalized silos

13+ years’ in-house experience with global organizations employing matrix reporting.  Experienced in dealing with direct reports to C-suite management and all other management levels.

Experienced at regulatory exams; respected by regulators.

Deep experience Investment Advisers Act of 1940 and Investment Company Act of 1940, substantial experience Securities Exchange Act of 1934 and ERISA.  Broad experience with non-US investment management regulatory regimes and finding common ground for fiduciary principles.  Deep experience Reg 9. 

Deep experience in preparing SEC exemptions and preparing Form ADV.

Superior manager highly ranked by direct reports and recognized for successful mentoring.

Astute listener, resulting in effective relationships across seniority levels, functions, countries, ethnicities, genders, and other variables.

Education

University of Virginia School of Law, 1980

The University of Wisconsin-Madison, B.A. with distinction, 1975

Bar Memberships

Virginia, 1981 (inactive); Washington, D.C. 1984; New York, 1997


Timothy R. McTaggart is a partner in the Washington office of Pepper Hamilton LLP.  Mr. McTaggart focuses his practice on bank and financial services regulatory matters. He also assists financial services clients on transactional and enforcement issues. Earlier in his career, Mr. McTaggart served as the Delaware State Bank Commissioner (1994-1999) and as counsel to the U.S. Senate Banking Committee (1991-1994).

Mr. McTaggart has represented clients before the Consumer Financial Protection Bureau and the federal bank regulatory agencies, including the Office of the Comptroller of the Currency, Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System, as well as various state banking departments across the country.

As the Delaware State Bank Commissioner, Mr. McTaggart supervised and set policy for retail banks, trust companies, wholesale banks, credit card banks, saving banks, mortgage companies and other financial services companies with operations in Delaware and across the nation. He also was responsible for administering escheat laws and the bank franchise tax applicable to all financial institutions operating in Delaware.

Mr. McTaggart started his legal career in the Legal Division of the Board of Governors of the Federal Reserve System.

Mr. McTaggart writes and speaks extensively on bank regulation, consumer financial services issues, and corporate law issues pertaining to financial services firms, including mobile banking, Volcker Rule compliance, peer-to-peer lending, risk management, investment and merger/transactional matters. Mr. McTaggart also has spoken at recent conferences on various topics such as social media regulatory issues, <st2:PolicySmartTags.CWSPolicyTagAction_6 w:st="on" TagType="5">private</st2:PolicySmartTags.CWSPolicyTagAction_6> equity investment in banks, FDIC brokered deposits requirements, Community Reinvestment Act regulatory matters, M&A due diligence, privacy, bank AML and other compliance issues, data regulation and security, trust law developments and health savings accounts.

A leader in the bar and the community, Mr. McTaggart served as chair of the Trust and Investment Services Subcommittee of the American Bar Association’s Banking Law Committee from 2004-2007, and previously served as that Subcommittee’s vice chair from 2001-2004. He also served as a director of the Harvard Club of Washington, D.C., and has served as a director of various nonprofit educational and cultural organizations in Washington, D.C., and Wilmington, Delaware.

Mr. McTaggart was named to the 2010 Legal Elite list by Washington SmartCEO magazine.

Mr. McTaggart is a cum laude graduate of Harvard University (A.B. 1982), where he studied economics, and received his law degree from Harvard Law School (J.D. 1985). He is admitted to practice in the District of Columbia and Massachusetts.


Steven A. Yadegari is Chief Operating Officer and General Counsel of Cramer Rosenthal McGlynn, LLC, a registered investment adviser located in New York.  Mr. Yadegari also serves as Chief Legal Officer and Chief Compliance Officer for the CRM Mutual Fund Trust and is a Director of the CRM UCITS PLC.  Prior to joining CRM, Mr. Yadegari worked at K&L Gates and before that Proskauer.  Mr. Yadegari also has served as Senior Counsel in the Office of the Chief Counsel, Division of Enforcement at U.S. Securities and Exchange Commission and as an Attorney-Adviser in the Division of Market Regulation.  He is a frequent contributor to industry conferences and publications.  In 2007, Mr. Yadegari was recognized as a top twenty “Rising Star of Compliance” by Institutional Investor.  Mr. Yadegari is an adjunct professor at Benjamin N. Cardozo School of Law and teaches in the areas of dispute resolution and negotiation.  Mr. Yadegari is a Past President of the Association for Conflict Resolution of Greater New York, a not-for-profit organization, and is a Past President and former Chairman of the Old Westbury Hebrew Congregation.  Mr. Yadegari has received a BA from Brandeis University and earned his JD from the Benjamin N. Cardozo School of Law.  Mr. Yadegari has been awarded an honorary Master’s Degree from the CCO University, a division of the Regulatory Compliance Association for which he serves as an advisor and senior fellow.


Michael Rufino is Executive Vice President and Head of FINRA Member Regulation—Sales Practice. In this capacity, he is responsible for overseeing FINRA’s Sales Practices program, which is made up of 15 District offices across the U.S., and includes the Membership Application Program. Prior to serving in this capacity, Mr. Rufino was the Chief Operating Officer in Member Regulation Sales Practice. Mr. Rufino has been involved in various industry initiatives throughout his career in regulation. He has also served as a member of the Continuing Education (CE) Council, assisted in the creation of Electronic Communications Guidance to the industry and served as a member of the Social Networking Task Force. In addition, he participated in the Financial Action Task Force’s (FATF) initiative to create guidance on the risk-based approach to the prevention of money laundering and terrorist financing as well as the FATF Typology on the Securities Industry. Mr. Rufino graduated magna cum laude from Iona College with a degree in finance, and received his MBA with honors in management information systems from Iona.