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Understanding Financial Products 2019

Speaker(s): Andrew M. Lawrence, Barry J. Cohen, Bethany Knight, Charles C.S. Park, Christine Ayotte-Brennan, Christopher M. Zochowski, Dror Futter, James G. Silk, James P.C. Barri, Jeff Hammer, Joyce A. Frost, Kenneth L. Josselyn, Kerri N. Durso, Laurin Blumenthal Kleiman, Lee Ann Anderson, Margery K. Neale, Rebecca J. Simmons, Robert S. Risoleo, Scott J. Lederman, Stuart M. Litwin, Tram N. Nguyen
Recorded on: Jan. 24, 2019
PLI Program #: 253461

Andrew M. Lawrence represents a wide range of clients in investigations by the U.S. Securities and Exchange Commission (SEC), the U.S. Department of Justice (DOJ), other federal and state law enforcement agencies and the Financial Industry Regulatory Authority (FINRA).

Mr. Lawrence’s experience in securities-related matters includes the representation of corporations and their officers, directors and employees in investigations regarding financial reporting, disclosure, stock options backdating and insider trading matters. He also has represented broker-dealers and mutual fund complexes in SEC and other federal and state regulatory investigations related to trading, disclosure and market-timing matters. In addition, Mr. Lawrence regularly advises clients on securities law compliance issues.

Mr. Lawrence has conducted numerous internal investigations on behalf of U.S. and foreign public company boards and audit committees. In particular, Mr. Lawrence has represented several clients in connection with DOJ and SEC investigations related to the Foreign Corrupt Practices Act (FCPA), and he has extensive experience conducting global investigations for companies with issues arising under the FCPA. Mr. Lawrence has conducted investigations for clients involving FCPA-related issues in Africa, Asia, Europe, Latin America and the Middle East. He also regularly advises corporations regarding the development and enhancement of compliance structures and related policies and procedures designed to prevent and detect potential violations of law.

Mr. Lawrence’s representations have included:

  • several public companies and audit committees in internal investigations, and related DOJ and SEC investigations, into potential violations of the FCPA;
  • a global financial services firm in investigations by the SEC and FINRA of mutual fund sales and trading practices;
  • a former officer of a major financial services firm in investigations by the SEC, state attorneys general and the DOJ regarding the sale of residential mortgage-backed securities;
  • a technology company and the company’s audit committee in an SEC investigation of stock option granting practices;
  • a global reinsurance company in the settlement of an SEC investigation into an alleged fraudulent accounting scheme by an entity that the company had acquired involving certain nontraditional insurance and reinsurance transactions;
  • the chairman of the board of directors of an insurance company in an SEC investigation of compensation disclosure issues; and
  • the general counsel of a technology company in investigations by the SEC and DOJ of alleged accounting fraud.

Prior to joining Skadden, Mr. Lawrence worked in the SEC Division of Enforcement, where he was responsible for investigating and prosecuting individuals and entities for alleged violations of the federal securities laws and SEC regulations.

Mr. Lawrence has written extensively on SEC enforcement and white collar criminal matters.

Barry J. Cohen joined Apollo in 2008 and serves as a Managing Director. He also serves as Chairman of the Boards of Apollo Tactical Income Fund and Apollo Senior Floating Rate Fund.  He is a former Chief Operating officer of Apollo Global Securities.  He was previously with Bear Stearns from 1987 to 2008 where he joined as head of its Risk Arbitrage Department and co-headed the Bear Stearns Global Equity Arbitrage Funds. From 2002 to 2008, he worked in Bear Stearns Asset Management, focusing on its hedge fund businesses. Mr. Cohen started his career as a lawyer at Davis Polk & Wardwell.  Mr. Cohen is a member of the board of directors of both the Mt. Sinai Children’s Center Foundation and The Michael J. Fox Foundation for Parkinson’s Research.  Since 2017, he has served as President of Elysium Management, LLC.  Mr. Cohen graduated summa cum laude from Harvard College with a BA in applied mathematics and received JD and MBA degrees from Harvard Law School and Harvard Business School, respectively.

Bethany Knight has over six years of experience in the equity derivative and equity-linked markets at Deutsche Bank.  She was responsible for underwriting, structuring and originating equity-linked capital products, including convertible bonds and corporate equity derivative transactions, including call spreads, capped calls, collars, and accelerated share repurchase programs.

Bethany's primary focus was working with corporate and private equity clients hedging transaction risk and optimizing capital structure with special emphasis on tax considerations and security regulations.  Notable transactions include Dish Network's $3bn call spread and convertible notes due 2026, which received IFR's 2016 Americas Structured Equity Issue Award, and sole structuring agent and counterparty to the $1.5bn funded collar on Waha Capital's stake in AerCap, which won the M&A Advisor's 2015 Cross Border Financing Deal of the Year Award.

Prior to Deutsche Bank, Bethany began her career in engineering in the energy sector at allmineral, LLC where she focused on project finance and process design for pre-combustion coal cleaning plants. 

Bethany holds an MBA with a concentration in Finance from Emory University and a B.S. in Chemical Engineering from the Georgia Institute of Technology.  She lives in Manhattan with her husband and daughter and loves to travel.

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.

Charles C.S. Park is the Chief Compliance Officer for BlackRock's US registered investment advisers, mutual funds, closed-end funds and iShares ETFs. As such, Mr. Park supervises the compliance programs of 10 registered investment adviser entities and over 700 registered funds.

Prior to joining BlackRock in 2009, Mr. Park was Principal & Chief Compliance Officer - US Funds at Barclays Global Investors, where he oversaw compliance for all US domiciled registered funds, including the iShares ETFs. From 1995 to 2006, Mr. Park was at American Century Investments, where he spent eleven years as Corporate Counsel, Assistant General Counsel, Associate General Counsel and, finally, the firm's Chief Compliance Officer. Mr. Park began his career as an investment advisory and investment company attorney. 

Mr. Park earned a BA degree in Economics and a JD from University of Michigan in 1989 and 1992, respectively.

Chris Zochowski is a partner in Winston & Strawn LLP’s Washington, D.C. office and serves as co-chair of the firm’s M&A and Securities Practice and chair of the firm's Permanent Capital Solutions group. Mr. Zochowski is a general corporate practitioner who works extensively with both domestic and international clients with respect to:

  • Mergers and acquisitions, including asset transactions, segment dispositions, reincorporation mergers,
    proxy solicitations and issuer self-tender offers.
  • Public and private securities transactions, including initial, follow-on and secondary public offerings,
    shelf registrations, transactions for business development companies, special purpose acquisition
    companies and permanent capital structures, 144A and Reg S transactions, public debt offerings and
    offerings under medium-term note programs.
  • Specialty finance transactions, including permanent capital transactions involving Business
    Development Companies (BDCs), Permanent Capital Acquisition Partnerships (P/CAPs), Master Limited
    Partnerships (MLPs), Real Estate Investment Trusts (REITs), Special Purpose Acquisition Companies
    (SPACs) and a variety of both public and private hybrid structures involving long-term or other
    permanent capital.
  • Cross-border and domestic project and structured finance transactions involving a wide range of
    energy technologies, including gas, coal, nuclear, geothermal, solar, wind and biomass.
  • Debt restructurings, including consent solicitations and exchange offerings.

Mr. Zochowski has worked across a wide range of practice areas and industries, with a particular focus on the financial services, energy, automotive, and paper and packaging industries. He also has extensive experience in structuring and negotiating transactions on behalf of private equity and asset management clients, as well as in structuring and negotiating specialty finance transactions for sponsors in the public markets. In addition, Mr. Zochowski has advised clients on matters relating to: periodic reporting and disclosure requirements under the Securities Exchange Act of 1934; compliance with the rules and regulations of the New York Stock Exchange, Nasdaq, the American Stock Exchange and the NASD; compliance with the Public Company Accounting Reform and Investor Protection Act (i.e. the Sarbanes-Oxley Act); Delaware corporate law matters; and other general corporate matters.

Christine Ayotte-Brennan is a Senior Vice President, Deputy General Counsel in the Fidelity Investments legal group. Fidelity Investments is a leading provider of investment management, retirement planning, portfolio guidance, brokerage, benefits outsourcing and other financial products and services to more than 20 million individuals, institutions and financial intermediaries.

Christine is responsible for leading the Fixed Income Legal Team, which provides legal support to Fidelity’s taxable money market funds, municipal money market funds, investment-grade municipal bond funds and investment-grade taxable bond funds as well as institutional accounts.

Ms. Ayotte-Brennan joined Fidelity in 2010 as a Senior Legal Counsel, and provided legal support to the taxable bond funds, as well as the global fixed income trading desk with a focus on derivatives. Prior to joining Fidelity, Ms. Ayotte-Brennan worked as counsel at Bingham McCutchen LLP, in Boston from 2006-2010 and an associate at Sullivan & Cromwell LLP, in Washington, DC from 1999-2006. Ms. Ayotte-Brennan assumed her current position in July, 2018.

Ms. Ayotte-Brennan earned her B.A., cum laude, from Boston College and her J.D., magna cum laude, from The Columbus School of Law at the Catholic University of America.

James G. Silk is a partner in the Asset Management Group. He advises clients across a broad spectrum of both transactional and regulatory matters involving the asset management industry. In that capacity, he advises fund sponsors in the launch of both private and public funds, investment advisers on registration and operational issues, and asset management firms on mergers and other significant corporate transactions both within the U.S. and globally.

In the area of fund formation, James advises both established investment advisers and emerging managers, with particular focus on hedge funds and other alternative funds. James also spends a significant amount of time advising sponsors of U.S. registered funds and business development companies, both publicly and privately placed, and has particular experience in the area of new product development that involves innovative businesses and legal analysis.  He has advised on dozens of successful asset management M&A transactions over the years, including both public and private deals and controlling as well as minority stake acquisitions, and is intimately familiar with the unique business and legal challenges of transactions in this area.

James regularly counsels some of the largest and most successful asset management firms, including Goldman Sachs, Deutsche Bank, Credit Suisse, Ares Capital, KKR and Morgan Stanley, on a wide variety of legal and compliance issues. He has particular experience dealing with registration issues under the U.S. Investment Advisers Act, and has counseled many clients on the SEC registration process as well as the various exemptions from registration for both U.S. and non-U.S. firms. James regularly advises boards of directors of public funds on both routine and non-routine matters, including activist situations, fund mergers, and debt and equity raises. He also has extensive experience advising publicly traded investment advisers and other publicly traded operating companies on "inadvertent investment company" and other structuring issues. He has had significant dealings with regulators on behalf of clients in the area of asset management, in particular dealing with the SEC in connection with both routine and non-routine inquiries.


  • St. John’s University School of Law, J.D., 1997
  • University of Virginia, B.S., 1991

Jeff Hammer is a Senior Managing Director and Global Co-Head of Secondaries at Manulife Investment Management. He has more than three decades of experience in principal investing, investment banking, and building businesses in the private markets. He spent the past ten years as Co-Head of Houlihan Lokey’s Illiquid Financial Assets practice, a unit he co-founded and built into the leading investment banking group focused on customized transactions for holders of illiquid securities.

Mr. Hammer was previously a Senior Managing Director at Bear Stearns & Co., where he. founded, built and co-led Private Equity Advisors, the private equity fund-of-funds and secondary investing unit of Bear Stearns Asset Management. In this position, Mr. Hammer developed and managed several secondary-focused private equity investment management programs that had an aggregate AUM over $2b. Mr. Hammer also served as the Global Head of Origination for the Private Funds Group upon its acquisition into Bear Stearns Asset Management.

Mr. Hammer co-founded BDC Financial Inc., a firm that provided customized private equity investment management and advisory services to institutional and high-net-worth investors, which was sold to Bear Stearns.

Earlier in his career, Mr. Hammer held investment banking positions at Morgan Stanley and Goldman Sachs. Mr. Hammer received an A.B. from Princeton University and an MBA from Harvard University.

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 co-leader of Sidley’s Investment Funds Global Practice Group. 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, The Legal 500 and U.S. News & World Report. She was ranked Band 1 in Investment Funds: Regulatory and Compliance by Chambers Global and was recognized in the area of Mutual Funds Law by The Best Lawyers in America®. Sources have observed: “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 a member and former firmwide co-chair of Sidley’s Committee on Retention and Promotion of Women, which oversees the SidleyWomen initiative. Sidley has been recognized repeatedly for its groundbreaking women’s initiatives, including by Working Mother Magazine’s “50 Best Law Firms for Women, by the Women in Law Empowerment Forum (WILEF), and by Chambers’ with its “Most Inclusive Firm for Minority Women Lawyers” and “Outstanding Firm in Advancing Gender Diversity and Inclusion” honors. Laurie is a frequent speaker on diversity issues, is a member of the WILEF advisory board and was named “2016 Gender Diversity Lawyer of the Year” by Chambers. Laurie is also a member of the Managed Funds Association’s Outside Counsel Forum, the Vanderbilt University Law School Board of Advisors and the board of trustees of the Adaptive Sports Foundation.


  • Vanderbilt University Law School (J.D., Editor, Vanderbilt Law Review)
  • Vanderbilt University (B.A., English and Psychology)

Lee Ann Anderson is shareholder in New York and Washington offices of Greenberg Traurig, LLP.  A member of the Corporate Group, Lee Ann focuses her practice on capital markets, structured finance and corporate transactions, with broad experience in U.S. and cross-border securities offerings.

Lee Ann advises issuers and investment banks on debt securities and certificates of deposits, including rates-, commodities-, equity-, and proprietary index-linked products. She has wide-ranging experience in debt and equity capital markets, securitizations, and other structured finance transactions. Her practice has included scores of domestic and international debt and equity offerings, as well as securitizations of receivables and other collateral, complex tax-based structures utilizing swaps and other derivatives. Lee Ann also has advised a number of foreign and domestic public companies with respect to a wide range of corporate and securities matters, including reporting obligations.

Prior to joining Greenberg Traurig, Lee Ann spent 21 years of her career associated with two large international Wall Street-based law firms, including over nine years as a Special Counsel in the structured notes and structured finance areas, and was most recently a partner with a British firm.

Lee Ann has a strong commitment to pro bono work and community service, which was nurtured in part by her first mentor, the late Hon. H. Emory Widener, Jr., United States Circuit Judge, U.S. Court of Appeals for the Fourth Circuit, for whom she clerked from 1992 to 1994.

Margery K. Neale is a partner and Chair of the Asset Management Group of Willkie Farr & Gallagher LLP.  Ms. Neale focuses on counseling investment companies, investment advisers, fund sponsors and independent directors in all aspects of the fund business.  Ms. Neale has significant experience advising on the creation and operation of registered open-end and closed-end investment companies, exchange traded funds (ETFs), and business development companies. She regularly advises on fund governance, regulatory compliance and a broad range of transactions involving funds and/or advisory organizations.  She represents many different types of clients in the registered fund industry, including some of the largest and most well-known fund groups as well as smaller fund families and recent entrants.  She is a graduate of Smith College and Yale Law School.

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 development of payments, settlement, clearing and other financial technology businesses and systems; in the structuring and development of financial products, novel securities and structured transactions; in insolvency related matters and resolution planning, including living wills; and in regulated transactions such as the development of new lines of business and corporate acquisitions. Her practice areas include U.S. banking 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. She was recently named a Fintech “MVP” by Law360.

Ms. Simmons has represented financial institutions 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 several synthetic-AAA derivative products companies and services, including the first such service conducted within an insured depository institution; the development of rules for derivatives clearing organizations to accommodate cleared swap transactions; and in the development of payment systems utilizing distributed ledger and related technologies. She represented a consortium of banks in the development of Identrus, an early identity certification service, and continues to be involved in issues relating to identity and authentication in web commerce.

Ms. Simmons leads S&C’s resolution planning practice and payments practice. Her insolvency-related practice addresses insolvency and bankruptcy matters inherent in structuring transactions and business relationships, the restructuring and resolution of failed financial institutions, and resolution planning in response to U.S. and other regulatory requirements. Her work includes assisting payment and clearing systems in assessing and addressing the risk posed by potential member defaults. 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:


  • 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.
  • 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.
  • Representing Morgan Stanley as warehouse lender to Social Finance, Inc.
  • Representing VW Credit, Inc. in its 2016 $9 billion auto loan and lease warehouse facility.
  • 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.”
  • Assisting Santander Consumer USA, Inc. in the creation and financing of the Chrysler Capital platform, including its $5 billion warehouse financing facility,
  • 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.”
  • 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.
  • 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,
  • Several tender offers for and restructurings of student loan trusts with auction rate securities,
  • The first ABS offering in the US backed by Australian auto leases,
  • 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),
  • 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, 2018 and 2019 by Best Lawyers.

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.

As one of the co-chairs of Goodwin Procter’s debt capital markets group, James Barri represents issuers, underwriters, investors and sponsors in a variety of primary and secondary debt capital markets transactions, including issuances of secured and unsecured high yield, convertible and investment grade notes, tender and exchange offers and commercial paper programs.   In the last five years, Jim has advised clients in more than 80 private and public debt capital markets offerings with an aggregate value exceeding $35 billion, the net proceeds of which were used to finance LBOs, strategic acquisitions, refinancings and for general corporate purposes.  Jim has advised clients on debt capital markets offerings by a variety of issuers, including among others:  NIKE, Inc., Atlassian, Corporation plc, Guidewire Software, Inc., RingCentral, Inc., Okta, Inc., GTT Communications, Inc., Repligen Corporation, Inotek Pharmaceuticals, AMAG Pharmaceuticals, Medical Properties Trust Inc., VEREIT, Inc. and Gaming and Leisure Properties, Inc.

Kerri N. Durso has extensive experience representing buy-side, sell-side, derivatives clearinghouses and other end-user market participants in the structuring and documentation of complex over-the-counter and exchange-traded derivatives transactions, as well as negotiating triparty arrangements, segregating collateral.  She has assisted clients in the negotiation and documentation of OTC derivative transactions across all asset classes.  Ms. Durso also advises on investment management matters, including the representation of U.S. and non-U.S. investment advisory firms and investment funds.  She regularly advises market participants with respect to commodities and other regulatory issues related to derivatives and other financial products, including implementation of the Dodd-Frank Act and other regulatory reforms.


  • Pace University School of Law, J.D., magna cum laude
  •  Villanova University, B.A., Political Science, cum laude; Minor, Psychology

Dror Futter focuses his practice on startup and blockchain companies and their investors, and has worked with a wide range of technology companies. His fifteen years’ experience as in-house counsel included positions with Vidyo, Inc., a venture-backed videoconferencing company, and New Venture Partners, a venture fund focused on corporate spinouts. Prior to that, Mr. Futter was Counsel to the CIO of Lucent Technologies, as well as supporting parts of its sourcing organization.

Mr. Futter’s practice has three main focus areas:

Venture Finance/Corporate 
Mr. Futter has represented companies and venture funds in numerous equity and debt financing rounds, from early “friends and family” and Seed rounds to later-stage mezzanine financings, and has been on both sides of the table in these transactions. On the corporate side, he routinely handles corporate formations, employee equity plans and mergers and acquisitions. Mr. Futter has also been involved in over 40 corporate spinouts and understands the unique concerns of corporate venture investors.

Blockchain and Cryptocurrencies 
Mr. Futter advises clients with respect to legal developments in the rapidly developing blockchain and cryptocurrency spaces.   He has advised on ICO’s and has worked with consortia considering the issues involved in using permissioned blockchains to support supply chain record keeping.

Transactional IT & IP
Mr. Futter represents clients in a broad range of transactions, including: software licenses, SaaS Agreements, outsourcing agreements, development agreements, website terms and conditions, patent licenses, direct and indirect channel distribution agreements, services agreements, manufacturing agreements, and other supply chain agreements.

Mr. Futter serves on the Model Forms Drafting Group of the National Venture Capital Association, the legal advisory board of the Angel Capital Association and Legal Working Group of the Wall Street Blockchain Alliance. He is also a frequent speaker and writer on venture and blockchain related topics.  In addition, Mr. Futter is an Entrepreneur in Residence at the Stevens Venture Center of the Stevens Institute of Technology and a Mentor at Princeton University’s Keller Center.

Mr. Futter is a 1986 magna cum laude graduate of Princeton University and 1989 graduate of Columbia University School of Law. He also earned an Executive MBA in 1999 from the American Electronics Association Executive Institute of Stanford University.


Joyce Frost is partner and co-founder of Riverside Risk Advisors, an independent derivatives advisory firm in New York City. Her clients include private equity, real estate, corporate and specialty finance companies. She has over 25 years of experience in the derivatives markets, including interest rates, foreign currencies and equity.

Prior to founding Riverside in 2009, Joyce was a Senior Vice President of Cournot Capital Inc, a highly successful seller of credit protection sponsored by Morgan Stanley. In her capacity, Joyce assisted in ramping up a portfolio of over $25 billion in swap notional, securing triple AAA credit ratings from three agencies, issuing $250 million of rated Senior Debt, managing the short term investment portfolio, and facilitating the successful sale of Cournot to an affiliate of Magnetar Capital in 2008.

Prior to Morgan Stanley, Joyce was Head of Marketing for Chase’s newly formed Credit Derivatives Group. During her five year tenor, Joyce contributed to the development and execution of the bank’s first credit derivatives transactions, including total return swaps on the bank’s broadly syndicated loans, credit default swaps, off balance sheet financing vehicles and the market’s first synthetic CLO. During her tenure, Chase’s Credit Derivatives group was rated “Best in Credit Derivatives” by Global Finance Magazine and “Best in Credit Derivatives” by Derivatives Strategies Magazine, in addition to other premier industry recognitions. 

Joyce is Co-Editor of the Handbook of Credit Derivatives (McGraw Hill, 1999) and author of many articles published on the use of derivatives by corporations and other end-users. She has spoken at dozens of industry conferences throughout North and South America and Europe. 

She currently is Chair, Board of Directors of Excellence Community Schools, a charter school management organization holding six charters in New York and Stamford. She is Founding Chair and current VP, Board of Trustees of the Bronx Charter School for Excellence, one of the top rated charter schools in New York State, and on the Board of Directors of New York Cares, New York City's premier volunteer organization.

Joyce earned an MBA in Finance from the University of Chicago’s Booth School of Business and a B.S. in Finance from Indiana University’s Kelley School of Business.

Joyce has three children and lives with her family on the Upper West Side.