Broker-Dealer Regulation
Scope and Purpose
At this annual advanced course of study, comprising more than 12 hours of instruction, registrants from securities firms, depository institutions, thrifts, insurance companies, the private bar, government agencies, and self-regulatory organizations hear the views on broker-dealer regulation of leading practitioners, industry executives, and senior staff members of the SEC, state regulatory agencies, and self-regulatory organizations.
This year’s program features a luncheon address by Annette Nazareth, a long-time member of the course Planning Committee, who was sworn in as a Commissioner of the U.S. Securities and Exchange Commission in August 2005.
Throughout the program, moderators and panelists present practical information and useful insights for lawyers grappling with a fast-moving regulatory landscape. The course includes panels on broker-dealer identification, books and records, supervision, the increasing role of state regulation, research, risk management, and 90 minutes on the ethical responsibilities of legal and compliance professionals in a changing landscape.
Time is reserved during the course for the faculty to respond to written questions submitted by the registrants.
Planning Chairs
Sam Scott Miller, Orrick, Herrington & Sutcliffe LLP, New York, Co-Chair
Barbara Moses, Morvillo, Abramowitz, Grand, Iason & Silberberg, P.C., New York, Co-Chair
Brandon Becker, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, D.C.
Annette L. Nazareth, Commissioner, U.S. Securities and Exchange Commission, Washington, D.C.
Richard M. Phillips, Kirkpatrick & Lockhart Nicholson Graham LLP, San Francisco
Thomas A. Russo, Vice Chairman and Chief Legal Officer, Lehman Brothers Inc., New York
Faculty
Hannah Berkowitz, General Counsel, Litigation, UBS Financial Services, Inc., New York
Joseph P. Borg, Director, Alabama Securities Commission, Montgomery
James A. Brigagliano, Assistant Director, Trading Practices, Division of Market Regulation, U.S. Securities and Exchange Commission, Washington, D.C.
Jane D. Carlin, Managing Director and Global Head of Operational Risk Management, Credit Suisse First Boston, New York
David A. DeMuro, Managing Director, Global Compliance and Regulation, Lehman Brothers, Inc., New York
Matthew J. Eichner, Assistant Director, Risk Management, Division of Market Regulation, U.S. Securities and Exchange Commission, Washington, D.C.
Robert C. Errico, Executive Vice President, Member Regulation, NASD, Washington, D.C.
David C. Esseks, Chief, Securities and Commodities Fraud Task Force, U.S. Attorney’s Office, New York
Dana G. Fleischman, Cleary Gottlieb Steen & Hamilton LLP, New York
Mary Ann Gadziala, Associate Director, Office of Compliance Inspections and Examinations, U.S. Securities and Exchange Commission, Washington, D.C.
Zdenka S. Griswold, Senior Vice President, Lehman Brothers Inc., New York
Richard M. Humes, Associate General Counsel, U.S. Securities and Exchange Commission, Washington, D.C.
Scott C. Kursman, Senior Vice President and Chief Counsel, Global Compliance, Lehman Brothers Inc., New York
Marisa Lago, Global Head of Compliance for Corporate and Investment Banking, Citigroup Global Markets, Inc., New York
Yoon-Young Lee, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, D.C.
Steven David Lofchie, Davis Polk & Wardwell, New York
Andrew S. Margolin, Associate General Counsel, Banc of America Securities LLC, New York
Richard D. Marshall, Kirkpatrick & Lockhart Nicholson Graham LLP, New York
John A. McCarthy, Associate Director, Office of Compliance Inspections and Examinations, U.S. Securities and Exchange Commission, Washington, D.C.
Catherine McGuire, Associate Director and Chief Counsel, Division of Market Regulation, U.S. Securities and Exchange Commission, Washington, D.C.
David C. Prince, Chief Legal and Compliance Officer, SunTrust Capital Markets, Inc., Atlanta
Laura S. Pruitt, Schiff Hardin LLP, Washington, D.C.
Walter G. Ricciardi, District Administrator, U.S. Securities and Exchange Commission, Boston
Jerome J. Roche, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, D.C.
David S. Shillman, Associate Director, Division of Market Regulation, U.S. Securities and Exchange Commission, Washington, D.C.
Rex A. Staples, General Counsel, North American Securities Administrators Association, Inc., Washington, D.C.
Barbara A. Stettner, O’Melveny & Myers LLP, Washington, D.C.
C. Evan Stewart, Brown Raysman Millstein Felder & Steiner LLP, New York
Neal E. Sullivan, Bingham McCutchen, LLP, Washington, D.C.
Linda C. Thomsen, Director, Division of Enforcement, U.S. Securities and Exchange Commission, Washington, D.C.
Elisse B. Walter, Executive Vice President, Regulatory Policy and PROGRAMs, NASD Regulation, Inc., Washington, D.C.
Samuel J. Winer, Foley & Lardner LLP, Washington, D.C.
Kevin A. Zambrowicz, Bingham McCutchen, LLP, Washington, D.C.
LUNCHEON SPEAKER Annette L. Nazareth, Commissioner, U.S. Securities and Exchange Commission, Washington, D.C.
Program Schedule
Thursday, January 12, 2006
- 8:00 a.m. Registration and Continental Breakfast
- 9:00 a.m. What Is a Broker-Dealer? – Ms. McGuire, Moderator; Mss. Fleischman, Pruitt, and Stettner and Messrs. Roche and Zambrowicz
- When and why must an entity register as a U.S. broker-dealer; recent no-action letters; bank/broker-dealer push out requirements; traders vs. dealers; finders; trading systems; related SRO Rules, Rule 15a-6
- 10:30 a.m. Networking Break
- 10:45 a.m. Supervision and Compliance Obligations of Broker-Dealers – Mr. Shillman, Moderator; Ms. Lago and Messrs. Errico, Kursman, and McCarthy
- Overview of significant supervisory and compliance challenges facing broker-dealers, including perspectives from regulators and industry compliance professionals
- 12:15 p.m. Luncheon and Address – Commissioner Nazareth
- 1:45 p.m. Identifying, Managing, and Eliminating Conflicts – Mr. Becker, Moderator; Ms. Lee and Messrs. Brigagliano, DeMuro, and Lofchie
- Conflicts arising from proprietary trading, sales, and compensation practices and fixed-income research; conflicts arising from investment banking relationships, including fairness opinions; soft dollar practices, including scope of safe harbor for proprietary and third-party soft dollar arrangements
- 3:15 p.m. Networking Break
- 3:30 p.m. Risk Management – Mr. Russo, Moderator; Mss. Carlin and Griswold and Mr. Eichner
- Operational, market, credit, documentation, and other risks; Global Documentation Steering Committee; Counterparty Risk Management Policy Group II
- 5:00 p.m. Adjournment for the Day
Friday, January 13, 2006
- 8:00 a.m. Continental Breakfast
- 8:30 a.m. Enforcement and Litigation – Ms. Thomsen, Moderator; Mss. Berkowitz and Moses and Messrs. Esseks and Winer
- Criminal and civil developments in securities enforcement; impact of criminal inquiries on Commission investigations; civil litigation and settlement; attorney-client privilege; developments in enforcement procedure and focus, including disgorgement and penalties
- 10:00 a.m. Networking Break
- 10:15 a.m. State Regulation – Mr. Sullivan, Moderator; Messrs. Borg, Ricciardi, and Staples
- The expanding role of state regulators; jurisdictional considerations; enforcement developments; broker-dealer examination programs and state regulatory priorities; emerging issues in blue sky registration; state broker-dealer and investment adviser licensing developments; priorities and jurisdictional challenges for state enforcement programs, including challenges relating to insurance products
- 12:00 noon Lunch Break
- 1:15 p.m. When the Office of Compliance Inspections and Examinations (OCIE) Comes Calling – Mr. Phillips, Moderator; Mss. Gadziala and Walter and Messrs. Margolin and Marshall
- The current focus of OCIE and SRO examiners, including conflicts of interest, supervisory matrices, and disaster recovery; how to manage the examination; preserving the attorney-client privilege; striking a balance between the information needs of examiners and the costs to the broker-dealer firms; limits (what are they?) of regulatory and self-regulatory examination powers
- 2:45 p.m. Networking Break
- 3:00 p.m. Ethical Responsibilities of Legal and Compliance Professionals – Mr. Miller, Moderator; Messrs. Humes, Prince, and Stewart
- Duties of outside and inside counsel in the face of suspected malfeasance; attorneys as whistleblowers; statutory duties vs. ethical responsibilities; erosion (or extinction) of privileges in regulatory proceedings; personal liability risks for legal and compliance professionals; trends in enforcement and criminal prosecution
- 4:30 p.m. Adjournment
Total 60-minute hours of instruction: 12.75
Suggested Prerequisite: Limited experience in legal practice in subject matter or completion of Basic CLE Course in subject matter
Educational Objective: Maintenance of professional competence as a practitioner; provision of information on recent legal developments
Level of Instruction: Advanced
