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Broker-Dealer Advisory Services 2015: Current Legal and Compliance Issues Facing Dual Registrants

Speaker(s): Cece Baute Mavico, Clifford E. Kirsch, James P. Huang, Jason C. Roberts, John C. Munch, Joseph M. Gallo, Joseph Neary
Recorded on: Feb. 18, 2015
PLI Program #: 58576

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.


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

James Huang is a Vice President and Corporate Counsel in the Prudential Law Department.  He advises Prudential’s retail broker/dealer and investment adviser on a broad range of securities law issues, including matters that involve wrap fee programs, sales to retirement plans, trading, and sales practice concerns related to securities and variable insurance products.

Additionally, James has experience in advising broker/dealers and investment advisers on product design, mergers and acquisitions of registered entities, distribution and wholesaling arrangements, cash and non-cash compensation, and regulatory inquiries.  He also has experience in drafting selling agreements, compliance policies and procedures, client disclosures and agreements, and settlement offers.

Prior to joining Prudential, James was a Senior Counsel in the Broker-Dealer/Investment Adviser Unit of the MetLife Law Department and an Assistant Corporate Counsel and Compliance Officer at the Marsh & McLennan Companies.  James has served as a speaker and a moderator on discussion panels, including those sponsored by the Practicing Law Institute and the Money Management Institute.  James is a member of the New York and Massachusetts Bars, is an active member of the Money Management Institute Legal and Compliance Steering Committee, and has his Series 7, 24 and 66 securities registrations.  He is a graduate of the New England School of Law in Boston, where he was a Jacqueline Lloyd Scholar and an editor of the New England Law Review, and New York University, where he earned his B.A. in Politics.

Jason C. Roberts, Esq. is the Founder and CEO of the Pension

Resource Institute (PRI), a firm that delivers strategic consulting, compliance, training and technology-based solutions to retirement plan sponsors, service providers and investment companies.

He is also a founder and shareholder at Retirement Law Group (RLG) a law firm specializing in ERISA- and investment-related matters. Prior to founding PRI and RLG, Jason was a partner and co-chair of the Financial Services Group at a leading ERISA law firm and the head of the Investment Fiduciary practice for a prominent securities industry legal defense firm.

Jason has been repeatedly recognized as one of the “100 Most

Influential in Defined Contribution” by the 401(k) Wire and a “Rising Star” by SuperLawyers Magazine. In 2015, he was selected by InvestmentNews as one of the “Top 40 Advisors and Associated Professionals under 40” in the financial planning industry.

Jason has published numerous articles focusing on ERISA and securities compliance, fiduciary best practices and is a frequent speaker at retirement plan and financial industry conferences. He is a contributing author and faculty member for the Practicing Law Institute. Jason is also currently serving a two-year term as an advisor to the finance committee for the Beach Cities Health District.

Jason received his B.S.B.A. in Finance & Banking from the University of Missouri and his J.D. from UCLA Law School.

Joseph Gallo is Assistant Vice President and Senior Counsel of Lincoln Financial Network - Lincoln’s affiliated retail wealth management and distribution channel (LFN).  In this role, Mr. Gallo is responsible for providing strategic legal advice, support and counseling to the compliance team and senior management within LFN.  He also oversees the legal and compliance aspects of LFN’s investment advisory platform, program and services offered and sponsored by LFN. 

Prior to joining Lincoln, Mr. Gallo served in a variety of industry roles, most recently as an Executive Director for Morgan Stanley Wealth Management, where he provided legal and regulatory counsel to the retail advisory wealth management business in the U.S.  Prior to Morgan Stanley, Mr. Gallo was Senior Counsel at SEI Investments, where he provided leadership and direction on a broad range of matters for SEI’s asset management and institutional investment advisory business. During law school, Mr. Gallo was a law clerk with the U.S. Securities and Exchange Commission’s Division of Investment Management and also with the U.S. Department of Labor’s Employee Benefits Security Administration, where he conducted formal civil and criminal investigations of employee benefit plans and their fiduciaries.

Mr. Gallo received his undergraduate degree in history from the Pennsylvania State University and his law degree from the Catholic University of America – Columbus School of Law.

Joseph Neary has close to two decades of industry experience.  Prior to joining Cetera he served as the CCO of Realty Capital Securities, an open architecture wholesale broker dealer focused on the distribution of direct investments and investment banking.  Joe was also formerly the CCO of Park Avenue Securities and the Investment Advisory CCO and the Royal Alliance CCO for AIG Advisor Group.  Joe has also been a compliance officer of AIG SunAmerica Asset Management and served as the Chief Compliance Officer for AIG Capital Services, the principal underwriter for  SunAmerica Products.  Joe started his career in financial services as a compliance officer and counsel at Prudential Financial and Marsh & McLennan, where his responsibilities included focusing on the oversight of wholesaling broker-dealer activities, product manufacturing, capital raising and retirement services. 

Joe earned his L.L.M. in international business transactions from McGeorge School of Law and his JD from Widener University Law School, holds FINRA 7, 24, 53 and 66 Registrations.  Joe is licensed to practice law in New York and New Jersey.

Cece Mavico joined the practice in September 2013. She specializes in securities regulatory, compliance and enforcement matters. Cece advises financial institutions on federal securities laws and rules of self-regulatory organizations and impact of these requirements on day-to-day compliance and sales supervisory programs.  She also represents clients before the U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA).

Previously, she practiced in Washington, DC, served as president of a securities consulting business and worked at FINRA as a Sr. Regulatory Specialist and designated subject matter expert in variable products  With FINRA, she was a frequent speaker at conferences.  She began her career in the financial services industry over 15 years ago working for broker-dealers in marketing, compliance and sales supervisory roles.

* Admitted in New York and the District of Columbia.  Not admitted in the state of Texas.  Practice is limited to federal law matters before federal securities agencies and related self-regulatory organizations.

Representative experience

  • Developed compliance and supervisory procedures and controls in line with SEC, MSRB and FINRA regulatory requirements.
  • Audited and developed Anti-Money Laundering Programs for broker-dealers, investment advisers, and insurance companies.
  • Advised on compensation practices involving unregistered persons, proprietary vs. nonproprietary products, sales contests, continuing commissions, service fees, and referral practices.
  • Drafted regulatory submissions including FINRA and SEC comment letters, membership applications and registration materials.


  • Co-author, "AML in the Spotlight: Compliance Risks for Broker-Dealers and Investment Advisors," Vol. VII:I, Journal of Business, Entrepreneurship, & The Law
  • FINRA Rule 8210: No Documents For You?, Law360, June 24, 2013.
  • "Like" It or Not: Broker-Dealers and Social Media Access, Law360, June 28, 2012
  • SEC Proposal for Better Safeguarding Personal Information: Easier Said Than Done? (April 11, 2008)


  • "FINRA Priorities Related to Variable Insurance Products," Annual Meeting, Association of Life Insurance Counsel, May 2014
  • IADCA (2012-2013)

Educational background

2007 - J.D., American University Washington College of Law
1999 - B.S., Finance, Trinity University

John Munch has been a member of SEI’s Legal Team since 2001 and General Counsel of SEI Investments Distribution Co., SEI’s broker-dealer subsidiary, since 2004.  In addition, Mr. Munch leads the SEI Legal Department teams responsible for supporting SEI’s business units globally.  Prior to joining SEI, Mr. Munch was an associate with the law firm of Howard Rice Nemorvoski Canady Falk & Rabkin and, prior thereto, Seward & Kissel, specializing in the representation of mutual funds, investment advisers and broker-dealers.   Mr. Munch is a graduate of the University of Connecticut (B.A.) and Tulane Law School (J.D.).