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Crowdfunding and Online Direct Lending (Peer-to-Peer) 2014

Speaker(s): AdaPia d'Errico, Douglas S. Ellenoff, Faith L. Anderson, Gregory J. Nowak, John J. Arens, Jon Kibbe, Keir D. Gumbs, Kiran Lingam, Matt Burton, Michal Rosenn, Oren Bass, Peter C. Manbeck, Sara Hanks, Thomas D. Kearns, Timothy J. White, Jr., Tonio DeSorrento, Zachary O. Fallon
Recorded on: Sep. 24, 2014
PLI Program #: 56831

Faith Anderson is the Chief of Registration & Regulatory Affairs of the Securities Division of the Washington State Department of Financial Institutions.  She supervises legal staff responsible for reviewing applications for registration in small public offerings, non-traded REITs, business development companies, oil and gas programs, bank holding companies, in-state municipal bond offerings, church bond offerings, rescission offers, business opportunity offerings, and franchise offerings.  She oversees the processing of exemption filings and is experienced with investment advisers and pooled investment vehicles.  She is also responsible for reviewing requests for interpretive and no-action letters, promulgating policy and interpretive statements, amending the Division’s administrative rules, and reviewing and drafting legislation. 

Ms. Anderson chairs the Small Business/Limited Offerings Project Group of the North American Securities Administrators Association, Inc. (NASAA) and is a member of NASAA’s Corporation Finance Section Committee and Electronic Form D Filing Committee.  She was also recently appointed to NASAA’s State Legislation and Capital Formation Committees.  She has served as primary drafter on several NASAA comment letters on SEC rule proposals, led NASAA’s project to create a coordinated multi-state review program for Reg. A offerings, and continues to provide input on the nationwide electronic filing system for state securities filings that was launched in 2014 for Rule 506 notice filings.  Ms. Anderson is a frequent speaker on topics including private offerings, small public offerings, and crowdfunding. 

Ms. Anderson is a member of both the Securities Committee of the Business Law Section of the Washington State Bar Association and the American Bar Association’s State Regulation of Securities Committee.

While in law school, Ms. Anderson served as an editor on the Pacific Rim Law & Policy Journal and completed an externship with Justice Barbara A. Madsen of the Washington State Supreme Court.


University of Washington, B.A. in Business Administration, Concentration in Finance, 1998

University of Washington, Certificate of International Studies in Business, 1998

University of Washington, Juris Doctor, 2005

 Tonio DeSorrento

  • Tonio is currently cofounder at Vested Finance, a newly formed company developing technology to price, originate and service Income Share Agreements (ISAs).
  • Tonio was formerly Deputy General Counsel Social Finance (, where he specialized in finance and securities matters.SoFi is a venture-backed student lender and emergent financial services provider based in San Francisco that raises lending capital via participations, private funds, warehouses, securitizations and retail securities sales.
  • Before joining SoFi Tonio was General Counsel at Pave (, a Manhattan-based consumer finance platform.
  • Previously he was an attorney at Orrick, Herrington & Sutcliffe LLP.At Orrick Tonio represented large bank and nonbank financial clients in a range of asset-backed financings.He also developed and funded new private education finance, consumer finance and financial technology products with a diverse group of startup clients.
  • Tonio is a graduate of the U.S. Naval Academy and Georgetown University Law Center, where he is an adjunct professor of law, and a former U.S. Marine Corps officer.

Douglas S. Ellenoff, a member of the Firm since its founding in 1992, is a corporate and securities attorney with a specialty in business transactions and corporate financings. Mr. Ellenoff has represented public companies in connection with their initial public offerings, secondary public offerings, regulatory compliance as well as general corporate governance matters. During his career, he has represented numerous broker-dealers, venture capital investor groups and many corporations involved in the capital formation process.

In the last several years, he has been involved at various stages in numerous registered public offerings, including more than 100 financings and, with other members of his firm, over hundreds of private placements into public companies, representing either the issuers of those securities or the registered broker-dealers acting as placement agent. Along with other members of his Firm, Mr. Ellenoff has been involved at various stages with over 80 registered blind pool offerings (commonly referred to as "SPACs"; 30 of which have consummated their IPO's raising nearly $2.0 billion). In addition to our IPO experience with SPACs, he has been involved with more than 23 SPAC M&A assignments. The Firm represents nearly 60 public companies with respect to their ongoing 34 Act reporting responsibilities and general corporate matters. He also provides counsel with regard to their respective ongoing (SEC, AMEX and NASD) regulatory compliance.

Mr. Ellenoff and the rest of the corporate department distinguish themselves from many other transactional lawyers on the basis of their ability to be part of the establishment of new securities programs, like PIPEs, SPACs, Registered Directs and Reverse Mergers, where the Firm's professionals have played leadership roles within each of those industries, assisting in the creation, formation and strategies relating to those financings, as well as working closely with the regulatory agencies; including the SEC and FINRA; and the listing exchanges - AMEX and NASDAQ.  Mr. Ellenoff is routinely requested to be a panelist and presenter at investor conferences.

Like the other innovative securities programs mentioned above, the Firm has taken a leadership role in the emerging crowdfunding industry, which was signed into law by President Obama on April 5, 2012. In addition to regular meetings and interaction on behalf of the leading trade association which the Firm represents, (CFIRA, the Crowdfunding Intermediary Regulatory Advocates) with the SEC and FINRA in discussing the proposed rules which the SEC and FINRA must approve before crowdfunding becomes lawful in the US, the Firm has sponsored conferences, webinars and has been invited to speak at numerous events on the topic. The Firm is already actively engaged with clients (funding portals, broker-dealers, technology solution providers, software developers, investors and entrepreneurs).

Mr. Ellenoff is admitted to practice law in the State of New York and before the United States District Court for the Southern District of New York. Mr. Ellenoff received a Juris Doctor degree from Fordham Law School and a Bachelor of Arts degree in Political Science from Vassar College.

Gregory J. Nowak is a partner in the Philadelphia office of Pepper Hamilton LLP and a practice leader for hedge funds in the firm’s Funds Services Practice Group. He concentrates his practice in securities law, particularly in representing investment management companies and other clients on matters arising under the Investment Company Act of 1940 and the related Investment Advisers Act of 1940. Mr. Nowak also handles mergers and acquisitions, corporate and regulated investment company tax work and other corporate matters. He also represents broker-dealers and CTAs and CPOs with respect to matters under the Securities Exchange Act of 1934 and the Commodity Exchange Act.

In addition, Mr. Nowak represents many hedge funds and other alternative investment funds in fund formation and investment and compliance matters, including compliance audits and preparation work. Mr. Nowak has represented a broad range of investment funds, from funds that use the traditional broad investment charters and invest globally in virtually any financial asset that can be readily traded to specialty niche funds with narrowly defined investment strategies that invest in distressed debt and other illiquid securities. He also represents fund managers with products spanning both the private equity and hedge fund markets.

Mr. Nowak also handles mergers and acquisitions, tax matters for corporations and registered investment companies and other corporate matters.

Mr. Nowak also has represented hospitals, health care systems and health care providers and other health care entities as outside general counsel and as special counsel in regulatory, corporate and transactional matters, business operations and many other issues.

Mr. Nowak writes and speaks frequently on issues involving investment management, health care and other matters. Mr. Nowak is the author of four books on hedge funds. Hedge Fund Disclosure Documents Line by Line – A User’s Guide to Confidential Private Placement Memoranda for Funds Formed as Limited Liability Companies (the 2nd edition was published in January 2011; the 1st edition was published in 2004) and Hedge Fund Agreements Line by Line – A User’s Guide to LLC Operating Contracts, (the 2nd edition was published in September 2009; and the 1st edition was published in 2004) All were published by Aspatore Publishing.

Mr. Nowak joined Pepper from Gartmore Global Investments, Inc., an asset management subsidiary of Nationwide Mutual Insurance Company. Mr. Nowak was Gartmore’s executive vice president for mergers and acquisitions and was responsible for all aspects of acquisitions of investment advisory firms. He also was instrumental in developing and managing Gartmore’s hedge fund business and in developing a compliance module that allows Gartmore to manage alternative assets, such as hedge funds, along with traditional investment products.

Before joining Gartmore, Mr. Nowak was in private practice as a partner in another large, Center City Philadelphia law firm.


  • LL.M., Taxation, New York University School of Law
  • J.D., Cornell Law School
  • B.A., Economics, maxima cum laude, La Salle College

Bar Admissions

  • Pennsylvania
  • New Jersey
  • New York

Court Admissions

  • United States Supreme Court
  • U.S. District Court, Eastern District of Pennsylvania
  • U.S. District Court, District of New Jersey
  • U.S. Tax Court

Jon Kibbe is a founding partner of Richards Kibbe & Orbe LLP, a firm with offices in New York, London and Washington D.C. He is a recognized authority on evolving legal issues in the global secondary loan market and his transactional practice concentrates on complex credit structures and the allocation of credit risk in the fixed income markets. He represents trade associations, industry groups, investment banks, hedge funds, broker dealers and other financial institutions that transact in the bank loan, high-yield debt and credit derivatives markets.  

He regularly advises clients participating in the market for troubled and non-performing financial assets and claims, providing transactional, compliance and regulatory guidance to clients that originate, restructure and trade commercial and industrial bank loans, distressed bonds, portfolios of real estate loans, claims against defaulted obligors arising from terminated derivative transactions, litigation claims and other related obligations. He has helped clients establish “peer-to-peer” electronic lending platforms, build trading capacity in the secondary loan market, support strategic trading programs and develop firm-wide compliance and best-practice initiatives.

Mr. Kibbe also counsels clients engaged in event-driven acquisitions, debt restructurings and innovative financing transactions. He has helped develop and engineer new financial instruments, including the loan credit default swap (LCDS), and new applications of securitization structures, including a vehicle formed to purchase and restructure distressed bank loans.

Keir Gumbs is a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos.

Keir is recognized as a leading authority on securities regulation and corporate governance who represents a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations.

Representative Matters

At Covington, Keir’s practice is equally distributed into the following three categories:

  • Advising companies, investors and regulated entities with respect to ongoing securities regulatory compliance - including preparing SEC filings, as well as Dodd-Frank and Sarbanes-Oxley developments.
  • Advising boards and investors with respect to corporate governance developments - regarding matters such as board and committee independence, cybersecurity, internal controls, shareholder proposals, proxy access, enhancing political spending disclosures and similar matters.
  • Advising companies and investors on a variety of transactional matters, including securities offerings, crowdfunding, IPOs, mergers, tender offers, share repurchase programs and similar matters.

Representative CLIENTS

  • Corporate clients include large public companies, as well as small newly public or private companies representing a range of industries, including consumer goods, pharmaceuticals, oil and gas and FinTech.
  • Investor clients include the Council of Institutional Investors and CalPERS, as well as private investors and hedge funds.
  • Pro bono clients include faith-based organizations, such as the Interfaith Center for Corporate Responsibility, microfinance organizations, such as Kiva, as well as organizations focused on sustainability and the environment, such as the Center for Responsible Travel.

Honors and Rankings

  • Most Influential Black Lawyers, Savoy Magazine (2015)
  • Who’s Who Legal, Corporate, M&A and Governance (2015)
  • "D.C. Rising Star”, National Law Journal (2014)
  • DC Super Lawyers, Securities & Corporate Finance (2014-2015)
  • "Trailblazers Under 40", National Bar Association (2014)
  • America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2015), Chambers USA
  • “2011 Rising Star of Corporate Governance”, Millstein Center for Corporate Governance and Performance
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100”


  • University of Pennsylvania Law School, JD
  • Ohio State University, B.A.
    -Big Ten Championship Track Team
    -Ohio State University Track Team, Co-Captain
    -Scholar Athlete Award
    -President’s Leadership Citation Beenie Drake Scholarship

Memberships and Affiliations

  • Board Member, Society of Corporate Secretaries and Governance Professionals
  • American Bar Association
  • National Bar Association

Michal Rosenn is Deputy General Counsel at Kickstarter, the leading funding platform for creative projects. She has served in that role since October 2012, advising the start-up on intellectual property, contractual, employment, corporate governance, and regulatory matters, among others.

Prior to joining Kickstarter, Ms. Rosenn was a litigation associate at the law firm of Paul, Weiss, Rifkind, Wharton & Garrison in New York.

Ms. Rosenn earned her Bachelor of Arts in English and Psychology at New York University, and her Juris Doctor degree from Harvard Law School.

Sara Hanks, co-founder and CEO of CrowdCheck, is an attorney with over 30 years of experience in the corporate and securities field. CrowdCheck provides due diligence, disclosure and compliance services for online capital formation. Its services help entrepreneurs and project sponsors through the disclosure and due diligence process, give investors the information they need to make an informed investment decision and avoid fraud and help intermediaries avoid liability.

Sara’s prior position was General Counsel of the bipartisan Congressional Oversight Panel, the overseer of the Troubled Asset Relief Program (TARP). Prior to that, Sara spent many years as a partner of Clifford Chance, one of the world’s largest law firms.  While at Clifford Chance, she advised on capital markets transactions and corporate matters for companies throughout the world.  Sara began her career with the London law firm Norton Rose. She later joined the Securities and Exchange Commission and as Chief of the Office of International Corporate Finance led the team drafting regulations that put into place a new generation of rules governing the capital-raising process.

Sara received her law degree from Oxford University and is a member of the New York and DC bars and a Solicitor of the Supreme Court of England and Wales. She serves as co-Chair of the SEC’s Advisory Council on Small and Emerging Companies. She holds a Series 65 securities license as a registered investment advisor. Sara is an aunt, Army wife, skier, cyclist, gardener and animal lover.

Zachary O. Fallon is a Special Counsel in the Office of Small Business Policy in the U.S. Securities and Exchange Commission's Division of Corporation Finance.  Among other things, the office advises on and participates in policy and rulemaking initiatives relating to private, exempt and limited offerings of securities and disclosure requirements for smaller public companies.

Mr. Fallon joined the SEC in 2009 as an Attorney-Advisor in the Office of the General Counsel, and most recently served as Senior Special Counsel to the Director of the Division of Corporation Finance.  Before joining the SEC, Mr. Fallon practiced securities and corporate law in the London and San Francisco offices of Latham & Watkins LLP.

Mr. Fallon received his law degree from the University of California, Berkeley School of Law (Boalt Hall) and graduated with distinction from Trinity College, London (UK).

Kiran Lingam was most recently General Counsel and VP of Business Development at SeedInvest, a leading equity crowdfunding platform, where he coordinated all legal functions, including due diligence, legal and regulatory strategy, venture capital and seed financing transactions, broker-dealer operations, and compliance and internal corporate governance. Prior to SeedInvest, Kiran worked as a corporate and securities attorney at the law firms of Jones Day and DLA Piper LLP, where he served as outside legal counsel to venture capital and private equity funds, angel groups, and over 30 technology startups. Kiran has written several of the seminal articles on new securities laws under the JOBS Act, including on Accredited Investor Crowdfunding (Title II), Retail Crowdfunding (Title III), and Regulation A (Title IV). Kiran is also a co-founder of TiE Angels NY, an angel investor group affiliated with The Indus Entrepreneurs (TiE), the world's largest non-profit organization dedicated to fostering entrepreneurship with 55 chapters and 10,000 members.

Cornell University, B.A
University of Georgia, J.D., with honors

Bar Admissions:
Georgia, 2006
New York, 2011

Oren began his career in 2004 as a solicitor at Clifford Chance in London. In 2006, Oren moved into banking, joining Goldman Sachs as Vice President, structuring private transactions in emerging and distressed markets. In 2009 alongside his former Goldman colleagues, Oren joined GLG before becoming the interim Chief Operating Officer at Atlas Global in 2011.

After leaving the financial world in 2012, Oren and his business partner Sal Lahoud co-founded an online-based charitable organization, The Fcancer Project, which connects volunteers with cancer charities.  Building on their personal experiences and legal and financial acumen, Oren and Sal joined forces again in mid-2012 to realize Pave, founded on the belief that individuals at the start of their careers should have access to better funding that’s simple, personal and affordable.

Oren holds a degree in history from the University of Leeds and UCLA, as well as a Law degree from London’s College of Law.

Matt Burton - CEO, Co-Founder

Matt Burton has spent his entire career helping build, scale, and optimize the internet’s top advertising exchanges (Google, Admeld, LiveRail) and has overseen trillions of transactions. He was the #7 employee at Admeld ($400 million dollar exit to Google in 2011) and has worked in Product, Operations, Technical Support, Business Development, Sales Engineering and Sales roles. He is a three time Texas State Tennis Champion and loves racket sports.

Peter Manbeck is a partner in the New York office of Chapman and Cutler LLP.  Peter represents issuers, sponsors, collateral managers, broker-dealers, swap providers, and other participants in asset-backed commercial paper programs and other structured transactions. He has considerable experience with trade receivable and securities portfolio financings and has worked on numerous corporate debt and equity financings. He also represents sponsors and investors in internet-based lending programs and has extensive experience in matters involving state securities laws and FINRA corporate financing rules.

Thomas D. Kearns is a partner in the real estate department of Olshan Frome Wolosky LLP. He has significant experience in both real estate and corporate law. Tom specializes in representing owners, operators and developers in the acquisition, development, leasing and financing of office, residential and retail properties. He has extensive experience with joint venture, LLC, tenant-in-common and other agreements between co-venturers and with sophisticated condominium or other joint ownership arrangements of real estate. He is also an expert on the impact of federal and state securities laws on real estate. Tom is a Member of ACREL, the American College of Real Estate Lawyers. Tom earned both an MBA and JD from Fordham University. Follow Tom on real estate and LLC issues on Twitter @TDKearns and through his blog:

Timothy White, Jr. serves as a Special Counsel in the Office of Chief Counsel of the Division of Trading and Markets at the U.S. Securities and Exchange Commission.  Prior to joining the Division of Trading and Markets, Mr. White served as a Special Counsel in the Office of Compliance Inspections and Examinations at the SEC.  Mr. White’s expertise includes broker-dealer registration issues, crowdfunding initiatives under the JOBS Act, penny stock disclosures, peer-to-peer lending, and EB-5 immigration visa programs.  Prior to joining the Commission, Mr. White worked as a broker-dealer/investment adviser attorney at a Washington, D.C. law firm.  Mr. White received his J.D. from the Duke University School of Law, and his B.A. in Political Science from Wake Forest University.

AdaPia is the Chief Marketing Officer at Patch of Land. She positions the brand through digital community building, targeted offline marketing, and media relations. AdaPia leads business development activities and strategic partnerships. Previously she spent several years as an entrepreneur, serving such companies as Disney and Mattel in brand development and audience engagement initiatives. She has co-founded two businesses, actively coaches and mentors entrepreneurs, has taught at a private business school, and is an active investor. She frequently speaks on Women 2.0 topics in tech, new media, entrepreneurship, and fundraising for start-ups. AdaPia has broad experience in retail banking, insurance, and in corporate communications and investor relations for a Switzerland-based hedge fund. AdaPia has a BBA from the University of British Columbia, and completed a Bachelor of Business Economics degree through a European University exchange program.

With over 15 years of senior leadership experience, John manages Funding Circle’s legal and regulatory compliance and operations teams.

Prior to Funding Circle, John was responsible for all legal and regulatory matters as Legal Director and Chief Compliance Officer for Liquidity Realty Partners, a real estate secondary investment firm. Previously, he served as Vice President at Redwood Trust, a publicly traded mortgage REIT specializing in real estate loans and securities. Other prior roles include management duties with Dorado Corporation and Countrywide Securities. John began his legal career as an Associate Attorney at Booth, Mitchel & Strange, a commercial and business law firm. 
John received a JD and BBA from the University of San Diego. He is a member of the State Bar of California and a California licensed real estate broker.