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Understanding Financial Products 2021

Speaker(s): Anne E. Beaumont, Anthony R.G. Nolan, Bruce C. Bennett, Charles P. Humphreville, Gopal M. Burgher, Henry Bregstein, Holly A. Pyke-Brown, Jennifer S. Choi, John J. Mahon, Joseph M. Morrissey, Julie M. Riewe, Kelli L. Moll, Kristin M. Boggiano, Rick Grove, Sherri Rossoff, Vadim Avdeychik, Veronica Root Martinez, Yves Denizé
Recorded on: Jan. 19, 2021
PLI Program #: 306364

Kelli Moll is a partner of the Private Funds Group. With over 25 years of experience amassed advising large institutional asset managers to independent sponsors across the spectrum of asset classes, Kelli is considered a leading lawyer in the funds industry. 

Kelli’s practice particularly focuses on counseling investment advisors on the formation and ongoing operations of hedge funds, credit funds and growth equity funds. Kelli regularly advises fund sponsors on fund formation, co-investment arrangements, upper tier arrangements, seed capital arrangements, asset manager M&A, complex fund restructurings, funds-of-one, managed accounts and various regulatory issues.

Recognized for her deep knowledge of the industry and superior dedication to her clients, they have deemed Kelli as “fantastic; smart and commercial” and “very knowledgeable” in directories such as Chambers and Legal 500, where she is ranked as a top practitioner in her field year after year.  Kelli is also a staple at industry events, where she is regularly engaged for her thought leadership on business and regulatory trends in the marketplace.

Kelli is impassioned with the arts and serves as a member of the American Ballet Theatre charitable board.

Henry Bregstein is the Chair of Alternative Products in the Financial Markets and Funds division at Katten Muchin Rosenman LLP. He combines a great sense of business practicality with an innovative legal mindset in his practice advising varied market participants on business structuring, financial product engineering and regulatory compliance. He is recognized as a leading adviser to investment managers and funds of all kinds, as well as to investors and distributors of alternative investments.

Henry provides guidance on fund formation and regulatory compliance to all types of alternative investment funds, including hedge, private equity and hybrid funds. With his combined knowledge of securities, commodities, tax and insurance laws, he is among a small handful of leading attorneys nationwide in the area of insurance-dedicated funds and privately placed life insurance and annuities. Taking into consideration global regulatory, commercial and tax issues, he advises on the structure and documentation of private funds and asset managers, investments in alternatives, lending transactions and other matters. He also assists with regulatory matters, including responding to inquiries from the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) and the Commodity Futures Trading Commission (CFTC). Whatever the issue, Henry provides advice that is clear, actionable and driven by his depth of experience, all in the service of his clients' long-term business interests.

His many clients include asset managers, banks, investment advisers, broker-dealers, insurance companies, real estate investment trusts (REITS), family offices and sovereign wealth funds. Henry and his team handle a wide range of matters for them, including intellectual property issues, private offerings of debt and equity, and the structuring of private equity transactions for operating companies.

Henry's evolving practice also includes regulatory enforcement and litigation. He represents market participants and individuals before the SEC, FINRA and other regulators in investigations and enforcement proceedings.

An innovator in his field, Henry holds two patents and has one patent application pending. He was granted a patent for a multilevel leverage account structure, allowing multiple classes of investors with differing leverage objectives to establish an investment structure that takes advantage of both the master-feeder structure and the reverse master feeder structure with segregated accounts in the same master fund. Henry's pending patent application involves a tax-deferred fund in which investors can obtain exposure to variable annuities and life insurance policies in a hedge fund structure with income tax deferment or elimination.

Recognized By

  •  Best Lawyers in America, Private Funds/Hedge Funds Law, 2018–2020
  • Chambers Global, Investment Funds: Hedge Funds, USA, 2010, 2012–2019
  • Chambers USA, Leading Individual, 2009–2019
  • The Legal 500 United States, Recommended Attorney, 2008–2019
  • Who's Who Legal Private Funds, Regulatory, 2016

Jennifer S. Choi is Chief Counsel of ICI Global and is responsible for leading the Institute’s global policy work on cross-border legal and regulatory matters affecting ICI and its members. Choi has held various international roles within ICI, including associate general counsel for global capital markets policy and associate counsel for international policy. In addition to her role at ICI, she serves as an adjunct professor of law at American University’s Washington College of Law, teaching regulation of mutual funds and investment advisers. Earlier in her career, Choi worked in an international policy role at the Investment Adviser Association. From 1995 to 1999, she held various positions at the US Securities and Exchange Commission, including assistant director in the Division of Investment Management and special counsel in the Division of Market Regulation (now the Division of Trading and Markets). At the SEC, she also received the Martha Platt Award for dedication, excellence, and integrity. Choi graduated from the Wharton School of the University of Pennsylvania with a BS in economics, cum laude, and from the National Law Center at George Washington University, with highest honors.

Anne E. Beaumont is a litigation partner in the New York office of Friedman Kaplan Seiler & Adelman LLP and heads the firm’s LIBOR Transition Task Force.  Her practice focuses on representation of investment and asset management firms and their managers and investors as well as financial services firms in litigation matters and disputes involving complex financial products and transactions. Ms. Beaumont also counsels and trains financial services industry clients, investment and asset management firms, on legal compliance, due diligence, and other issues, and advises investment and asset management firms and their professionals on employment and separation issues and disputes.

Anthony R.G. Nolan is a partner in the New York office of K&L Gates LLP.  He has a domestic and international practice that emphasizes lending transactions, fixed income securities, structured finance, structured products and derivatives. He often works at the intersection of finance and investment management, including trading and regulation of swaps and security-based swaps, loan trading, securities lending and repo as well as traditional borrowing and leverage transactions.

Mr. Nolan has significant experience in (i) securities laws affecting asset-backed securities, corporate debt securities, and security-based swaps, (ii) commodity futures laws impacting swaps and commodity pool participants, (iii) banking laws that regulate the derivatives and securities activities of depository institutions and their affiliates including under the Volcker Rule and (iv) securities and commodities regulation of digital assets and initial coin offerings.

Mr. Nolan regularly advises clients in transactions involving the financial services, energy, transportation, equipment leasing, manufacturing, health care and real estate industries. His structured finance experience encompasses cash and synthetic securitizations and covers a wide range of financial assets including commercial loans and loan participations, aircraft and equipment leases and many types of consumer assets. He also represents investment advisers in various aspects of structured finance, both as investors and as sponsors of CLOs and other securitizations.

Mr. Nolan has been selected by his peers for inclusion in the 2019 edition of Best Lawyers in America.

Bruce C. Bennett represents domestic and global financial institutions and other market participants on transactional and regulatory aspects of the global markets. He is the co-chair of the firm's Financial Services Group and a member of the firm’s Diversity and Inclusion Committee. He formerly co-chaired the firm’s Securities Practice Group.  Mr. Bennett's work spans capital markets and futures and derivatives markets, including regulatory matters involving the SEC, FINRA, the CFTC and banking regulators. He also leads the firm’s efforts in representing issuers of convertible notes and other equity-linked products in entering into call spread and other equity derivatives hedging transactions. Mr. Bennett earned his J.D. from the University of Southern California Gould School of Law in 1983, where he was elected Order of the Coif and served as Articles Editor for the Southern California Law Review, and received his B.A., cum laude, from the University of California, Los Angeles, in 1979.

Charlie Humphreville is counsel in Ropes & Gray’s asset management group. He has built a robust practice serving asset managers both inside and outside the United States.

Charlie advises private fund sponsors on all aspects of their business, focusing on fund formation, management company structures, trading issues and regulatory compliance. He also advises U.S. and non-U.S. investment managers regarding the U.S. investment adviser regulatory regime, and counsels advisers on issues involved with their registration with the SEC as an investment adviser, as well as on the adoption and administration of compliance policies and procedures.

In addition, clients rely on Charlie to advise on and negotiate a wide range of contractual arrangements, such as trading agreements and other transactional documents, separate account agreements, employment and consulting agreements, service provider agreements, and side letters with investors.

Charlie’s practice also encompasses emerging issues in asset management. He advises in connection with investments in cryptocurrencies and other digital assets, and counsels financial technology companies operating in the blockchain industry.

Gopal M. Burgher is a Partner of BurgherGray LLP. Gopal's principal areas of practice include capital markets and complex finance transactions (including structured products and derivatives), real estate and community development transactions, mergers, acquisition, and joint venture transactions as well as matters of a general corporate nature. In the capital markets and complex finance area, Gopal's experience covers a wide variety of public and private debt and equity transactions, including structured finance and securitization transactions (e.g., collateralized debt obligations, residential mortgage-backed securities, asset-backed securities, asset-based lending, and structured products and derivatives), senior/mezzanine lending, distressed debt investing, warehousing facilities, and public finance transactions, among others. In such transactions, he has represented a variety of transaction parties, including issuers, underwriters/initial purchasers, arrangers, investors, lenders, sponsors, liquidity and credit support providers, letter of credit providers, borrowers and other transaction parties.

Prior to joining BurgherGray LLP, Gopal was Counsel at McKee Nelson LLP (New York). Prior to joining McKee, Gopal was a senior attorney at Skadden, Arps, Slate, Meagher & Flom LLP (New York), where he practiced for approximately 10 years.

Gopal received his J.D. in 1997 from the New York University School of Law, where he was an Association of the Bar of the City of New York Fellow. He received a bachelor's degree in 1994 from The State University of New York, College at Fredonia, where he graduated magna cum laude. Gopal is a member of the Bar of the State of New York.

Holly Pyke-Brown is the Global Head of the Prime and Prime Derivatives Service Contract Services team in Barclays Capital’s Legal Markets Department.  In that role Holly leads a global team of negotiators who draft, negotiate and execute various master trading agreements for the firm’s prime services, futures, clearing and securities financing transactions business, which include, among others, the ISDA master agreement, futures agreement, cleared derivatives addendum, repurchase agreement, securities lending agreement, equity prime brokerage agreement, netting agreement, and master securities forward transaction agreement. Prior to her current role, Holly served as an advisory lawyer within the Legal Markets Department at Barclays covering the equity finance group. Before joining Barclays nearly 14 years ago, Holly held various legal and operational management roles covering derivatives on both the buy and sell side.  Holly earned her J.D. from Howard University School of Law and is a member of the N.Y. bar.

John J. Mahon represents private equity firms and other financial sector participants in a wide range of capital markets and securities law matters. He regularly assists clients in connection with the establishment and operation of business development companies (BDCs), registered closed-end funds and other similar public and private vehicles that comply with complex regulatory structures, including the Investment Company Act of 1940, the Investment Advisers Act of 1940 and the Dodd-Frank Act. With more than a decade and a half of experience, John has been involved with more than 100 debt and equity offerings, including over 20 initial public offerings (IPOs), reflecting an aggregate of over $10 billion in total proceeds. John also has expertise in advising on special purpose acquisition company (SPAC) matters, and regularly counsels clients on the establishment, funding and operation of SPACs and related SPAC sponsor vehicles, as well as in connection with business combinations involving SPACs. His work in securities law and mergers and acquisitions includes providing guidance to many New York Stock Exchange (NYSE) and Nasdaq-listed companies in connection with ongoing corporate governance and SEC reporting and compliance matters. John routinely handles issues involving tender offers, proxy solicitations, going-private transactions and beneficial ownership reporting obligations.

John is listed in The Legal 500 US and Washington, DC Super Lawyers. A recipient of the SEC Capital Markets Award, he serves as an adjunct professor at The George Washington University Law School and is the former chair of the Corporate Finance Committee of the Corporation, Finance and Securities Law Section of the District of Columbia Bar. He speaks and writes on topics ranging from SEC regulations and disclosure obligations to public and private capital raising structures, 1940 Act regulated funds and M&A issues. John was interviewed for The Hedge Fund Journal article “BDC and RIC Research and Issuance Proliferating” and he was quoted in the S&P Global Market Intelligence article “BDCs Step Into Spotlight With Moves on Leverage, Fees.” John spoke on “Specialty Activism: REITs, Banking, Litigation and ‘40 Act Funds” at SRZ’s 9th Annual Shareholder Activism Conference.

Joseph M. Morrissey is a partner in the Investment Management Group at Seward & Kissel LLP. Mr. Morrissey works with sponsors and managers of various private investment funds and other pooled investment vehicles, including private equity funds, hedge funds, funds of funds, commodity pools, and various “hybrid” funds. In particular, Mr. Morrissey focuses on fund formation and structuring, the offering of interests by private investment funds, and the negotiation and documentation of such investments. Mr. Morrissey has significant experience in organizing both domestic and offshore partnerships and other investment vehicles, including separately managed accounts. Mr. Morrissey also represents fund sponsors in connection with seed-capital investments and represents funds of funds and other institutional investors in connection with their investments in private funds. Mr. Morrissey regularly counsels investment advisers, commodity pool operators and commodity trading advisors on regulatory and compliance matters, including the development of comprehensive compliance programs and in connection with applicable regulatory examinations. On the transaction side, Mr. Morrissey represents these clients in connection with their investment activities, including private equity and venture capital transactions, joint ventures and PIPEs transactions.

Mr. Morrissey served several years as a Member of the Private Investment Funds Committee of the Association of the Bar of the City of New York.

Mr. Morrissey received a B.A. from Drew University and a J.D. from Fordham University School of Law.

Julie M. Riewe is a litigation partner and a member of the firm’s White Collar & Regulatory Defense Group. Her practice focuses on securities-related enforcement and compliance issues and internal investigations, and she has significant experience with matters involving private equity funds, hedge funds, mutual funds, business development companies, separately managed accounts and other asset managers. Ms. Riewe is recognized as a leading lawyer in Chambers USA (2021), where clients describe her as “very smart and talented” and “incredibly bright, very detail-oriented and very hard-working.” Clients have also commended her “depth of experience and practicality of advice.” Ms. Riewe was recognized as a Client Service All-Star by BTI Consulting in 2018.

Ms. Riewe frequently represents private equity and hedge fund firms and public companies in SEC and FINRA enforcement and internal investigations and advises companies on a variety of regulatory and enforcement issues. In addition, she and another Debevoise partner served as the SEC-ordered independent compliance consultants for the review of the valuation policies and procedures of Deer Park Road Management, a fixed income hedge fund adviser.

Prior to joining the firm, Ms. Riewe was Co-Chief of the Asset Management Unit of the U.S. Securities and Exchange Commission’s Division of Enforcement. Ms. Riewe oversaw a nationwide program of investigations focusing on investment advisers, investment companies, mutual funds, hedge funds, private equity funds and other investment vehicles managed by investment advisers. She co-led a team of nearly 80 attorneys, industry experts and other professionals in all 12 SEC offices and was responsible for directing the SEC’s asset management-related enforcement efforts. In recognition of her leadership and integrity, she received the Chairman’s Award for Excellence in Leadership in 2015.

Before her appointment to Co-Chief, Ms. Riewe was Deputy Chief and Assistant Director of the Asset Management Unit in 2012 and 2010, respectively. From 2008 to 2010, she was Branch Chief in the Enforcement Division in Washington, D.C. Ms. Riewe joined the SEC in 2005 as a staff attorney in the Enforcement Division In 2007, she earned the Ellen B. Ross Award for her performance at the SEC.

From 2000 to 2004, Ms. Riewe was a litigation associate with a major international law firm, prior to which she served as a law clerk to the Hon. Diana E. Murphy of the U.S. Court of Appeals for the Eighth Circuit from 1999 to 2000.

Ms. Riewe earned her J.D. and M.P.P. from Duke University School of Law in 1999, where she was a member of the Duke Law Journal and editor-in-chief of the Duke Journal of Gender Law & Policy. She received her A.B. from Duke University in 1993.

Vadim Avdeychik is of counsel in the Investment Management practice of Paul Hastings and is based in the firm's New York office. Mr. Avdeychik counsels mutual funds, closed-end funds, exchange-traded funds (ETFs), business development companies (BDCs), hedge funds, and their investment advisers. He routinely advises on the formation and operation of registered investment companies (including those implementing alternative investment strategies), alternative fund structures (including registered and unregistered master/feeder and fund-of-funds structures and BDCs), fund governance, regulatory issues involving public and private funds, and investment company status issues. Mr. Avdeychik has extensive experience assisting pre-IPO and public operating companies, specialty finance companies, investment banks, financial product sponsors, and other entities in determining their investment company status or the status of the products they sponsor, including the ability to qualify for exemptions from the Investment Company Act, in connection with securities offerings, financial product launches and other transactions. He also has transactional experience concerning funds and their advisers, including merger and acquisition transactions.

Mr. Avdeychik also has significant ERISA experience, with particular focus on fiduciary issues and prohibited transaction exemption questions under Title I of ERISA. he has authored several articles dealing with the intersection of ERISA and the investment management industry.

Prior to joining Paul Hastings, Mr. Avdeychik was the Vice President and Counsel at PIMCO and Assistant Secretary to the PIMCO-Managed Closed-End Funds. Formerly, he was an associate at an international law firm and prior to that, ERISA Enforcement Advisor, Employee Benefits Security Administration.


  • Legal 500: New Generation Partner
  • Fund Intelligence: 2020 Mutual Fund Rising Star


  • Georgetown University Law Center, Washington, D.C.
  • LL.M. in Securities and Financial Regulation, May 2010
  • Hofstra Law School, J.D., 2007
  • St. John's University, B.A., 2004

Veronica Root Martinez writes about and researches issues related to professional and organizational ethics, drawing on scholarship from the areas of ethics, compliance, corporate and securities law, workplace law, and equity and inclusion. She investigates the institutional mechanisms that firms can utilize to (i) promote ethical norms within professional and organizational environments, (ii) improve long-term compliance with legal and regulatory requirements, and (iii) encourage the development of diversity and inclusion norms. Her scholarship has been published or is forthcoming in the Columbia Law Review, Virginia Law Review, Northwestern Law Review, Cornell Law Review, The Yale Law Journal Forum, and The University of Chicago Law Review Online, as well as in other venues.  She teaches Securities Litigation, Enforcement, & Compliance; Corporate Compliance & Ethics; Global Compliance Survey; Professional Responsibility; and Contracts. 

Martinez is one of the nation’s foremost experts on corporate compliance and is the nation’s leading academic expert on the role of monitors and monitorships.  In 2021, she was appointed to a four-year term on FINRA’s National Adjudicatory Council.  She is the inaugural director of Notre Dame Law School’s Program on Ethics, Compliance & Inclusion, which is an interdisciplinary program that supports research focused upon critically examining significant instances of immoral behavior, misconduct, and discrimination within organizations for the purpose of producing tangible steps that organizations can take to prevent similar future behavior.

In 2020, the University recognized Martinez's work as part of its International Women's Day celebration. In 2019, 2017 and 2015, the Notre Dame Black Law Students Association presented Martinez with the Charles F. Crutchfield Professorial Award. In 2018, Martinez received an internal grant from the University for a project titled, “Reclaiming the dignity of work through varied methods of assessment." 

Before joining the law school faculty, she was a clerk on the U.S. Court of Appeals for the Fifth Circuit and an attorney at Gibson Dunn in Washington, D.C. She is a graduate of the University of Chicago Law School and Georgetown University.

Rick Grove is the Chief Executive Officer of Rutter Associates LLC, the New York based financial markets risk management consulting firm. Rutter’s consulting practice encompasses a wide range of risk management and valuation advisory work for financial institutions, corporations and regulators in the Americas, Asia and Europe. Rick’s own practice focuses on derivatives and structured credit products. He has acted as a consultant and expert on a variety of disputes being mediated, arbitrated or litigated in New York, London, Hong Kong, Shanghai, Singapore, Stockholm and Taipei. 

Rick has spent over 30 years working in the financial markets, as both an investment banker and a lawyer. From 1997 to 2001, he was the CEO of ISDA. Following ISDA, Rick was a Managing Director at Bank of America, co-managing the Global Commodity Derivatives Group. Prior to joining ISDA, he worked as a marketer in the derivatives business at Paribas Capital Markets and headed the Financing Desk and the Fixed Income Syndicate Desk in New York. Rick originally joined Banque Paribas as General Counsel of Paribas Corporation after practicing capital markets, mergers & acquisitions and general corporate law with Cravath, Swaine & Moore in New York and London.

Rick is a member of the panel of experts of PRIME Finance, the financial markets dispute resolution service in The Hague. He has chaired ISDA’s U.S. Regulatory Committee and testified about derivatives in the Senate and House of Representatives. He has served on ISDA’s panel of experts for credit event determinations.

Rick has taught classes on derivatives, structured credit products and risk management at the CFTC, the Bank of England, the Japanese FSA, the Bank of China Institute for International Finance (Beijing), the Reserve Bank of New Zealand (Wellington), the National Bank of Georgia (Tbilisi), the National Bank of Kazakhstan (Almaty) and Columbia, Fordham, NYU, Princeton, St Andrews and National Taiwan universities. 

Rick has conducted training sessions on financial markets transactions for judges in Australia, Chile, China, Delaware, Hong Kong, Romania, Singapore and Taiwan.

Rick is a member of the International Institute for Strategic Studies in London, the Atlantic Council in Washington, the International Advisory Committee of EcoPeace Middle East and the Board of the University of St Andrews American Foundation.  

Rick received his J.D. from Harvard University and his A.B. from Princeton University.

Sherri Rossoff is a Managing Director, General Counsel and Chief Compliance Officer at RockCreek. RockCreek is a global asset management firm managing assets across all strategies for institutional investors, including impact and ESG investments. Before joining RockCreek, Ms. Rossoff was senior counsel at the World Bank’s legal finance group, where she focused on pension investments and asset management, particularly alternative investments.  Prior to that, she was an associate in the New York office of Cleary Gottlieb focusing on securities and financial transactions. Ms. Rossoff earned her law degree from New York University School of Law.  She is a member of the New York State Bar.

Kristin M. Boggiano is the Co-Founder and President of CrossTower, a global digital-asset capital markets platform that offers spot, margin, lending, interest rate products and structured products to qualified clients. Kristin is a structured products, regulatory, and digital asset expert with over 20 years of experience in capital markets on the buy-side and sell-side. Prior to founding CrossTower, Kristin was the Chief Legal Officer at AlphaPoint, Managing Director of an algorithmic trading platform at Guggenheim, and Special Counsel at Schulte Roth. While at Schulte Roth, Kristin founded the Structured Products and Derivatives division and led the derivatives regulatory group for Dodd Frank. Kristin also founded the Digital Asset Legal Alliance (DARLA) in 2018, an industry group with over 100 members that is actively involved in shaping the legal and regulatory landscape in the blockchain and digital asset industry, and Women in Derivatives (WIND) in 2006, a 501(c)3 whose mission is to develop female leaders in finance and technology. Kristin earned her law degree and MBA at Northeastern University and holds a BA from Sarah Lawrence College.

Yves Denizé is a Senior Managing Director & Division General Counsel for Nuveen’s Legal group.  He supports provision of investment and asset management product related legal services for the asset management business, providing guidance and direction to clients and staff.  He is a member of the Nuveen Legal management team reporting to Nuveen’s Chief Legal Officer.  Nuveen is the asset management business of Teachers Insurance and Annuity Association of America (TIAA).  Prior to his current role, Yves served as Managing Director & General Counsel, Broker-Dealer & Investments, leading legal support for Broker-Dealer issues and of the Fixed Income and Alternative Investment program.  Earlier in his career with TIAA, he provided advice and support to TIAA’s Asset Management Area in connection with domestic and international private placements of debt and equity securities, including private equity funds, alternative investments, and derivatives. He has supported product development initiatives, including fund formation.  He has also supported strategic sale and acquisition initiatives.  Prior to joining TIAA, Yves served as Counsel to the NYS Comptroller’s Deputy Comptroller for New York City.  He also was an Associate at Cleary, Gottlieb, Steen & Hamilton.  Yves graduated from Dartmouth College and received his J.D. degree, cum laude, from New York University School of Law.  He has served as a member of the American College of Investment Counsel and on the New York City Bar Committee on Private Investment Funds.