Skip to main content

Fundamentals of Investment Adviser Regulation 2013


Speaker(s): Antoinette Lazarus, Clifford E. Kirsch, G. Philip Rutledge, John L. Bronson, Kay A. Gordon, Kenneth J. Berman, Michael B. Koffler, Peter M. Rosenblum, Steven A. Yadegari, Steven W. Stone
Recorded on: Jul. 17, 2013
PLI Program #: 43215

Ms. Lazarus is the chief compliance officer at Landmark Partners and is responsible for enforcing Landmark’s compliance program to ensure adherence with federal and state securities laws.  

Before joining Landmark in 2006, Ms. Lazarus was a vice president at Prudential Financial and served as the chief compliance officer for Prudential Retirement’s federally-registered investment adviser and registered insurance company separate accounts.  Prior to that, she held various managerial accounting positions at some of the nation’s leading insurance and financial services companies, including Aetna, ING, and CIGNA.   

Ms. Lazarus is a Corporator at Saint Francis Hospital and Medical Center and serves on Boards of the YWCA of the Hartford Region, WALKS Foundation, and The Center for Urban Research, Education & Training.  
 
Ms. Lazarus has an MBA in Finance from the University of Hartford, a BS in Physics from Fairfield University and has achieved the designations of Investment Adviser Certified Compliance Professional (IACCP) and Certified Regulatory & Compliance Professional Program (CRCP) from The Wharton School FINRA Institute. 



Michael Koffler guides investment advisers, broker-dealers and investment funds in their compliance with federal and state securities laws and regulations, and SRO rules. Michael advises clients on the full spectrum of business operations, including advertising, portfolio management, trading, internal controls, compliance programs, mergers and acquisitions and other management issues. He also counsels other financial institutions—banks and insurance companies—on securities issues associated with the management and distribution of investment products.

Like many of his Eversheds Sutherland (US) colleagues, Michael began his legal career with a regulatory agency. He served two years on the staff of the U.S. Securities and Exchange Commission (SEC) in the Division of Investment Management, where he reviewed registration statements, no-action requests, exemptive applications and proxy statements. Michael also helped promulgate SEC rules and answer interpretive questions from financial institutions.

Awards and Rankings
Recipient, 2010 Burton Awards for Legal Achievement for “Six Degrees of Separation: Principles to Guide The Regulation of Broker-Dealers and Investment Advisers,” BNA’s Securities Regulation & Law Report (April 27, 2009)

Professional Activities
Member, New York State Bar Association
Member, New York City Bar Association
Member, FINRA Corporate Financing Rules, Hedge Funds, Investment Companies and Investment Advisers, and Trading and Markets Subcommittees, Federal Regulation of Securities Committee, and Member, Private Equity and Venture Capital Committee, Business Law Section, American Bar Association (ABA)



Cliff Kirsch began his career at the U.S. Securities and Exchange Commission (SEC), became chief legal officer for one of the country’s largest dually- registered broker-dealer/advisers and then joined Sutherland (now Eversheds Sutherland) in 2006. He relies on his regulatory and in- house background and an up-to-date knowledge of regulatory developments to provide practical and innovative counsel to broker-dealers and investment advisers in the areas of securities regulation and compliance.

With more than 25 years of experience, Cliff regularly counsels clients on the design and distribution of investment products including wrap-fee programs and other advisory products, mutual funds, bank collective investment funds and insurance products. He also focuses on issues related to the design and implementation of compliance programs at financial services firms.

While at the SEC, Cliff received the Manuel F. Cohen Award, which recognizes younger lawyers who have displayed outstanding legal ability, integrity and judgment and he served as assistant director of the SEC's Division of Investment Management.

Cliff is a frequent speaker at industry conferences, and is the author and editor of two of the leading treatises in the broker-dealer and adviser arena: Broker-Dealer Regulation and Investment Adviser Regulation (published by the Practising Law Institute).

Cliff is also co-founder of the Julia Anne Kirsch Foundation, which seeks to serve the needs of disabled individuals and their families.

Experience

Eversheds Sutherland counsels a coalition of major life insurance companies on evolving state and federal regulations and other legal developments.

Eversheds Sutherland represents a coalition of major life insurance companies, which collectively account for more than 80% of the annuity business in the United States, in their efforts to affect the direction and details of various SEC, FINRA, CFTC, NAIC and state rule proposals and initiatives.

Eversheds Sutherland serves as outside counsel on broker-dealer and adviser regulatory issues for one of the largest independent broker-dealer networks in the country.  Eversheds Sutherland serves as regular primary outside counsel on broker-dealer and adviser regulatory issues for one of the largest independent broker-dealer networks in the country.

Eversheds Sutherland represents coalition of collective trust fund sponsors, advisers and other service providers.

Eversheds Sutherland serves as counsel to the Coalition of Collective Trust Funds. Among other things, Sutherland monitors and reports on legal and regulatory matters affecting collective trust funds.

Professional Activities

Member, New York City Bar Association

Faculty, FINRA Compliance Institute at The Wharton School of the University of Pennsylvania

Former Chair, FINRA Variable Products Committee

Former Board Member, National Society of Compliance Professionals


John Bronson is Prudential's U.S. Businesses Regulatory Counsel, leading a group of lawyers who provide support on diverse regulatory matters to Prudential's U.S. investment management, mutual funds, annuities, retirement services and insurance businesses. These businesses include twelve registered investment advisers and three broker-dealers. As of December 31, 2012, Prudential Investment Management had $827 billion in assets under management across asset classes that include public equities, public fixed income securities, private fixed income securities, commercial mortgages and real estate, through structures such as institutional separate accounts, managed account programs, registered investment companies, collective trusts, insurance company separate accounts and private funds.


Peter M. Rosenblum is a partner at Foley Hoag LLP and a co-chair of its Private Funds and Mergers & Acquisitions Groups.  He is actively involved in the firm’s corporate, corporate finance and international practices.  His clients include private equity and venture capital funds, registered investment advisers, hedge funds, and other private funds, both onshore and offshore.  He is active in representation of investors in private equity, venture capital and other private funds.  He has structured and organized numerous partnerships, limited partnerships, limited liability companies and offshore companies employed in the management and ownership of investments in public and private securities and alternative investments.  He is principal outside counsel to numerous clients in a broad range of other industries.

Mr. Rosenblum was Chairman of Foley Hoag’s Business Department from 2008 to 2011, a member of its Executive Committee from 2013 to 2016, and Co-Managing Partner from 2000 to 2005.  He was Chairman of the Corporate Law Committee of the Boston Bar Association from 1995 to 1997 and Chairman of the Business Law Section of the Boston Bar Association from 1997 to 1999.

Mr. Rosenblum has been listed in The Best Lawyers in America since 1999.  He is also listed in Chambers U.S.A.: America’s Leading Business Lawyers for private equity-buyouts and venture capital investment and corporate/mergers and acquisitions and in Legal Media Group’s Guide to the World’s Leading Lawyers for Banking, Finance and Transactional Law for investment funds and private equity, and was listed in Chambers Global: The World’s Leading Lawyers for Business for private equity-buyouts and venture capital investment.

Mr. Rosenblum graduated, summa cum laude, from Amherst College, and received his M.A. in History from Yale University and his J.D., cum laude, from Harvard Law School.  Prior to entering the private practice of law, he served as Law Clerk to Chief Justice G. Joseph Tauro of the Massachusetts Supreme Judicial Court.  He is Chairman of the Boston Lawyers Group and a member of the Board of Directors of Ceres, Inc.  He is a member of the Society of Investment Law.

Mr. Rosenblum has written and lectured on a wide variety of subjects related to investment advisers and private funds.  He is the author of “Offshore/Non-U.S. Advisers” and “Overview of Institutional and Offshore Advisory Activity” in C. Kirsch, Investment Adviser Regulation (2006, 2008, 2016) and “Organization of a Private Investment Fund: Basic Structural and Legal Issues” in C. Kirsch, Financial Product Fundamentals (New York 2006, 2009, 2013).


Steven W. Stone is a securities lawyer and partner at Morgan Lewis who counsels clients on regulations governing broker-dealers, investment advisers and bank fiduciaries, and pooled investment vehicles. Head of the firm’s financial institutions practice, Steve counsels most of the largest and most prominent US broker-dealers, investment banks, investment advisers, and mutual fund organizations. He regularly represents clients before the SEC, both in seeking regulatory relief and assisting clients in enforcement or examination matters.

Steve advises major US broker-dealers in the private wealth and private client businesses that offer investment advice and brokerage services to high-net-worth clients as well as broker-dealers serving self-directing clients. He also works as counsel on various matters to SIFMA’s private client committee. He also advises broker-dealers and investment advisers in the managed account or wrap fee area, and serves as counsel to the Money Management Institute, the principal trade association focused on managed accounts.

Since 2005, Chambers USA has recognized Steve as one of the leading US lawyers for investment management and broker-dealer law, calling him as “one of the best in the field.”  Steve received his B.A. from Bates College and his J.D. from The George Washington University Law School.


Mr Rutledge is a partner of Bybel Rutledge LLP, Harrisburg, PA where his practice focuses on corporate and securities law, regulation of financial intermediaries and regulatory representation.  He is a nationally recognized expert in securities regulation and was instrumental in shaping various provisions of the Securities Markets Improvement Act of 1996, the Gramm-Leach-Bliley Financial Modernization Act of 1999 and the Sarbanes-Oxley Act of 2002. He has served as an expert witness for the Pennsylvania Office of Attorney General and has prepared expert opinions and testified as a securities expert before the U.S. Senate Permanent Subcommittee on Investigations, in FINRA arbitrations and in civil litigation.

Mr. Rutledge has taught securities regulation at Widener University School of Law, The Dickinson School of Law of the Pennsylvania State University and the FINRA Compliance Certificate Program at The Wharton School, University of Pennsylvania.  He currently holds an appointment as a Tutor, Centre for Financial and Management Studies, University of London. In 2015, he was appointed Visiting Professor in Securities Law and Regulation in the LLM Program at BPP University, London.  He routinely is a guest lecturer at the Cambridge International Symposium on Economic Crime held at Jesus College, University of Cambridge, England.

He writes extensively in his area, most recently contributing chapters on State Regulation of Broker Dealers and State Regulation of Investment Advisers for the Practising Law Institute’s  multi-volume Treatise on Broker-Dealer Regulation and Investment Adviser Regulation, respectively.  He also is the author of books on Electronic Markets and Civil and Administrative Liability under Pennsylvania Securities Law and has written chapters for The Sarbanes-Oxley Handbook, The Fiduciary, the Insider and the Conflict, and International Tracing of Assets.  His legal articles have appeared in the Banque de France Financial Stability Review, ABA Business Lawyer, Journal of European Financial Services Law, The Dickinson Journal of International Law, Journal of Financial Crime and The Company Lawyer.

Mr. Rutledge is a member of the Securities Regulation Advisory Committee for the American Law Institute and the Securities Advisory Committee of the Pennsylvania Department of Banking and Securities.  He also served on the Board of Editors of the ABA Business Lawyer.   For the past five years, he has been named in The Best Lawyers in America and, in 2015, was named “Lawyer of the Year” in Central Pennsylvania for his expertise in securities and securities regulatory matters.


Kay A. Gordon is a partner in the firm’s nationally ranked Investment Management Practice Group.

Based in the firm's New York office, Kay focuses her practice on hedge funds, private equity funds and compliancerelated matters involving registered advisers and brokerdealers. She also advises clients on a broad range of securities and regulatory matters as well as a variety of financial instruments and transactions, including managed accounts, credit facilities, joint ventures and derivative instruments. Kay works closely with strategic investors and also represents clients in investigations by the SEC and other regulators.

In General. Kay is a frequent speaker and author and, in 2009, was recognized by The Legal 500 United States in its 2009 edition as a Leading Lawyer in Investment Fund Formation and Management. She is a chartered financial analyst, and a member of the Association for Investment Management and Research, Stamford Society of Security Analysts and the American Bar Association's Committee on Investment Management.


Kenneth J. Berman is a partner with Debevoise & Plimpton LLP, and a member of the firm’s Investment Management and Financial Institutions Groups. His practice focuses on investment management regulatory issues and related corporate and securities law matters. Prior to joining Debevoise, Ken was Associate Director of the SEC’s Division of Investment Management. He is a member of the American Bar Association (Subcommittee on Investment Companies and Investment Advisers, Subcommittee on Private Investment Entities), the District of Columbia Bar and the New York City Bar Association (Investment Management Regulation Committee). Ken was the co-editor of International Survey of Investment Adviser Regulation (3rd ed.).  He is an adjunct professor of law in Georgetown University’s LLM program.  He received his J.D. from the University of Chicago Law School, where he was a member of the Law Review; he received his B.A. from Dickinson College.


Steven A. Yadegari is Chief Operating Officer and General Counsel of Cramer Rosenthal McGlynn, LLC, a registered investment adviser located in New York City.  Mr. Yadegari also serves as Chief Legal Officer and Chief Compliance Officer for the CRM Mutual Fund Trust.  Prior to joining CRM, Mr. Yadegari was a member of the Regulatory Practice Group at K&L Gates and, before that, an associate at 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 has spoken at a number of conferences and has published articles on securities law topics.  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 Past President and current Chairman of the Board of Old Westbury Hebrew Congregation and is a Past President of the Association for Conflict Resolution of Greater New York, a not-for-profit organization.  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 faculty member.