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Understanding Financial Products 2015

Speaker(s): Chris Gavin, Donna M. Parisi, Gary M. Brown, Janet Holmes, Kenneth L. Josselyn, Kiye Sakai, Laurin Blumenthal Kleiman, Mary Joan Hoene, Paul G. Cellupica, Rebecca J. Simmons, Robert S. Risoleo, Scott J Lederman, Stuart M. Litwin, Susan Schroeder, Tram N. Nguyen, W. Thomas Conner
Recorded on: Jan. 5, 2015
PLI Program #: 58727

Bob Risoleo joined Sullivan & Cromwell’s New York office in 1985, was named partner in 1992 and has been resident in the Firm’s Washington, DC office since 2000. Mr. Risoleo is a member of the Firm’s Corporate and Finance Group with broad experience in U.S. and cross-border securities offerings, acquisitions and joint ventures, as well as project and structured finance. His corporate finance practice has included scores of domestic and international debt and equity offerings, including privatizations on three continents, as well as securitizations of receivables and other collateral, complex tax-based structures utilizing swaps and other derivatives, and the development of innovative preferred stock products and structured notes. Mr. Risoleo advises a number of foreign and domestic public companies with respect to a wide range of corporate and securities matters, including compliance with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Act and related regulations. He is co-coordinator of the Firm’s corporate law practice and secretary of its opinion practice committee.  He is a regular speaker at continuing legal education programs on topics relating to new financial products, securities offerings and the federal securities laws, and is also a member of the Tri-Bar Committee on Legal Opinions.

Mr. Risoleo has been recognized as a leading lawyer in The Best Lawyers in America for both corporate and securities work (2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014, 2015) as well as IFLR1000 (2013, 2014, 2015). He has been ranked in Chambers Latin America and Chambers Global in various Capital Markets categories (2013, 2014, 2015) received the International Law Office’s 2010 Client Choice Award for Capital Markets (U.S.).

Donna M. Parisi is a partner, Co-Practice Group Leader of Shearman & Sterling’s Asset Management Group (which includes the firm’s Derivatives & Structured Products team) and former member of the firm’s Executive Group. Ms. Parisi’s practice focuses on derivative, structured product, securitization, capital market and commodities matters. Legal directories such as Chambers Global, Chambers USA, Legal 500 US and IFLR 1000 have for several years consistently ranked Ms. Parisi as a leader in her field, and in 2014 Ms. Parisi was selected for a Lawyer Monthly Women in Law award in recognition of outstanding legal work.

Specifically, Ms. Parisi has assisted clients in the development and structuring of new financial products and is experienced in the negotiation and documentation of OTC derivative transactions, including equity, credit, hedge fund, fixed income, commodity and currency swaps and options, synthetic CDOs, structured products and hybrid financial instruments, as well as prime brokerage, debt trading and other cash and synthetic trading documentation. In addition, she has counseled clients on a variety of regulatory and compliance issues involving OTC derivative transactions. Ms. Parisi’s practice also includes the exchange-traded futures and options markets where she has advised a variety of futures market professionals, including futures  commission merchants, commodity trading advisors and commodity pool operators. Ms. Parisi has developed, documented and implemented risk management strategies, policies and procedures for clients in both the OTC and exchange-traded derivative markets.

Ms. Parisi also advises on investment management matters, including the representation of U.S. and non-U.S. investment advisory firms and investment funds. Shearman & Sterling’s Asset Management Group advises clients globally on a wide range of private investment funds, including hedge funds, offshore funds, funds of funds and other types of funds in the “alternative asset” categories.

Ms. Parisi has been actively involved in helping to shape, analyze and comment upon the global regulatory reforms that have followed from the recent financial crisis. She has served as a panelist in reform-focused events held by outlets and institutions such as the Financial Times, the Glass Hammer and the Practising Law Institute. Ms. Parisi has also contributed to numerous client publications covering various aspects of The Dodd-Frank Act and other international regulatory reforms.

Professional Activities

  • Member, American Bar Association
  • Member, Committee on Commodities and Futures Law, New York State Bar Association
  • Member, The Association of the Bar of the City of New York

Recent Presentations and Events

  • Speaker, Chatham House Global Financial Markets Conference, Derivatives and Market Infrastructure (March 2014)
  • Panelist, Financial Markets Association’s 2013 Treasury and Capital Markets Legal and Legislative Issues Conference, Derivatives (October 2013)
  • Speaker, FX Invest North America 2013, FX Trading in a Regulated World (April 2013)
  • Panelist, PLI’s Understanding Financial Products 2013, Derivatives Products (January 2013)
  • Panelist, PLI’s Understanding Financial Products 2012, Derivatives Products (February 2012)
  • Speaker, DerivSource Podcast, Global Reach of Dodd-Frank: A Legal Perspective (February 2012)
  • Speaker, DerivSource Podcast, Extraterritoriality of Dodd-Frank: Legal Perspective & Update (January 2012)
  • Moderator, The Glass Hammer Panel, Managing Risk and Finding Growth in the New Regulatory Environment (July 2011)
  • Panelist, PLI’s Institutional Investor Forum 2011, Managing the Portfolio: Topical Legal Issues Confronting Lawyers Today (March 2011)
  • Panelist, PLI’s Financial Products Survey 2011, Derivatives Products After Dodd-Frank (February 2011)
  • Panelist, Financial Times Briefing, Market Structure Reforms: What’s Next? (November 2010)
  • Panelist, The Glass Hammer Event, Dodd-Frank Act (October 2010)


  • Donna M. Parisi and Nhung Pham, “The Treasury FX Swaps, FX Forwards Exemption,” Derivatives Week, Derivatives Intelligence (December 2012)
  • Donna M. Parisi, “Extraterritorial Impact of Title VII of Dodd-Frank Act,” DerivSource (March 2012)

Related Services


Derivatives & Structured Products
Investment Funds
Structured Finance
Financial Institutions Advisory & Financial Regulatory
-Financial Institutions Advisory & Financial Regulatory
-Private Banks & Private Wealth Management
Dodd-Frank, UK, EU & Other Regulatory Reforms
Volcker Assistant
Basel III — Regulatory Capital


Sustainable  Development
Financial Institutions


North America


Boston College Law School, J.D., 1993, magna cum laude, Order of the Coif

Vassar College, B.A., 1989


New York

GARY M. BROWN is the Chief Executive Officer of CMG Life Services Inc. in Naples, Florida, which he joined after a 31-year legal career that centered on advising public companies and their officers and directors on corporate governance, securities, and other compliance issues. While in private law practice, he was recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers.  In addition, from 1994 until joining CMG in 2011, Gary taught corporate and securities law at the Vanderbilt University Law School.  Prior to joining CMG, he also served as general counsel to the Ethics and Compliance Officer Association, at the time the world’s largest group of ethics and compliance professionals. 

Gary is a frequent instructor at securities programs for the Practising Law Institute, co-chairing one of PLI’s national securities programs, Understanding the Securities Laws and instructing at the SEC Reporting and Practice Skills Workshop for Lawyers, a program started in 2015 by The SEC Institute, a division of PLI.  He also is the author of PLI’s Securities Law and Practice Deskbook, which is updated semi-annually, and the chapter “Introduction to Life Settlements” in PLI’s treatise Financial Product Fundamentals. His other publications include: “PLI’s Guide to the SEC’s New Executive Compensation Disclosure Rules,” (Practising Law Institute 2007); The Implications of the U.S. Sarbanes-Oxley Act, (Japanese-German Center-Berlin/ Max Planck Institute For Foreign Private and Private International Law – September 2004, The Oxford Press).

During 2002, Gary served as Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee in its investigation of the collapse of Enron Corp.  In that role, he also worked with the Committee's Permanent Subcommittee on Investigations (“PSI”) and provided advice on aspects of the Sarbanes-Oxley Act while the legislation was being debated in the Senate.  As part of the investigation, he provided testimony before the Subcommittee on the activities of major U.S. investment banks that assisted Enron in the manipulation of its financial statements.  During August 2006, in a Senate investigation of abusive tax shelters, he provided testimony before PSI on how various structures employed in offshore and other tax devices were employed to circumvent compliance with U.S. federal securities laws.  During 2010, he was retained by PSI to assist in its investigation of Goldman Sachs during PSI’s overall investigation, “Wall Street and the Financial Crisis,” and related televised hearings.  While in that role, he also provided advice on aspects of the Dodd-Frank Wall Street Reform and Consumer Protection Act while the legislation was being debated in the Senate.

Gary received both his undergraduate and law degrees from Vanderbilt University, where he graduated Order of the Coif in 1980.

Gary and his wife, Lou Ann, have two adult children, ages 29 and 26.

LAURIE KLEIMAN is a global co-leader of Sidley’s Investment Funds, Advisers and Derivatives practice team. She represents a wide range of domestic and international investment funds and managers and is also a leader of the securities and derivatives enforcement and regulatory practice. Laurie is a frequent speaker on investment manager and fund regulation and compliance as well as on issues relating to the advancement of women in law.

Laurie’s practice encompasses:

  • Advice to both U.S. and non-U.S. managers to investment products of all types — including hedge funds, mutual funds, private equity funds, real estate funds, collateral managers and managed accounts — with respect to both U.S. federal and state investment manager registration, regulation and compliance.
  • Organization and registration of U.S. registered investment companies, including mutual funds, money market funds and closed-end funds.
  • Advice to financial institutions with respect to investment fund and manager compliance and governance issues and fund and manager mergers, acquisitions and reorganizations.
  • Assistance to investment managers in connection with SEC examinations.

Strong advocacy on behalf of her clients has earned Laurie acknowledgment in numerous industry publications, including Chambers USA, The Legal 500 and U.S. News & World Report. She is recognized in the area of Mutual Funds Law by The Best Lawyers in America®, with sources telling the publication: “Ms. Kleiman has been extremely professional and knowledgeable in her service to our firm. We trust her advice explicitly,” and “[Laurie] is a true expert in her area, and remarkably commercial and practical.” Laurie has also been included in articles in mainstream publications as New York Magazine, CNN Money and Crain’s New York Business.

Sidley’s investment management team has won numerous top awards as a provider of legal services to the investment funds industry: two-time winner of Chambers and Partners’ “Investment Funds Team of the Year for the U.S.”; Institutional Investor’s Alpha magazine’s 2014 Alpha Awards top “onshore” (U.S.) law firm serving the hedge fund industry; four-time recipient of first-tier national rankings in the U.S. News – Best Lawyers “Best Law Firms” rankings for Private Funds/Hedge Funds Law, Mutual Funds Law and Derivatives and Futures Law; and ranked in the top band for Hedge Funds and as leading firm for Registered Funds by Chambers USA every year since 2008.

Laurie is an active proponent of advancement of women in the legal profession. She is firmwide co-chair of Sidley’s Committee on Retention and Promotion of Women, which supports the promotion of women within the firm and oversees the SidleyWomen initiative, and is chair of Sidley’s Executive Committee Task Force. She is a frequent speaker on women’s issues, is a member of the advisory board of the Women in Law Empowerment Forum and was recently named “2016 Gender Diversity Lawyer of the Year” by Chambers. Laurie is also a member of the firm’s risk management committee.

Pro Bono

Laurie’s supervision of pro bono projects has included representation of individuals seeking asylum in the United States and various not-for-profit and religious organizations.

Memberships & Activities

Laurie is a member of the Steering Committee of the Managed Funds Association’s Outside Counsel Forum, a board member of the Women in Law Empowerment Forum and former Chair of WILEF’s Young Lawyers Committee. Laurie’s other memberships include: the American Bar Association; Association of the Bar of the City of New York (former member of the ABCNY’s Committee on Investment Management Regulation); New York State Bar Association; New York Women’s Bar Association; National Association of Women Lawyers; 100 Women in Hedge Funds and Jewish Lawyers Guild.


  • Laurin Blumenthal Kleiman and Carla G. Teodoro, “Forming, Organizing and Operating a Mutual Fund; Legal and Practical Considerations,” Understanding Financial Products 2017, Practising Law Institute (2017).
  • Laurin Blumenthal Kleiman and Joyce Larson, “Unit Investment Trusts,” Financial Product Fundamentals:  Law Business and Compliance (2d Edition), Practising Law Institute (2016).
  • James B. Biery, Nathan A. Howell, William D. Kerr, Thomas J. Kim, Laurin Blumenthal Kleiman and Michael J. Schmidtberger, “CFTC Paves Way For Broader Advertising Of Private Funds,” Law360 (2014).
  • Laurin Blumenthal Kleiman, “Addressing Conflicts of Interest and Disclosures,” 2014 Investment Adviser Compliance Conference, Investment Adviser Association (2014).
  • Laurin Blumenthal Kleiman and Carol J. Whitesides, “Distributing Mutual Funds Through Intermediaries; Practical Considerations Concerning Distribution Through Broker-Dealers, Fund Supermarkets and Retirement Plans,” Mutual Fund Regulation (3d ed.), Practising Law Institute (2014).


  • Panelist, “Mutual Funds, Closed-End Funds, BDCs and ETFs,”  “Understanding Financial Products 2017” Practising Law Institute (New York, January 2017).
  • Panelist, Sidley Austin LLP/ACA Compliance Group New York City Compliance Officer Roundtable Series (New York, November 2016).
  • Panelist, Sidley Austin LLP Boston Compliance Officer Roundtable Series (Boston, October 2016).
  • Panelist, “Anatomy of an SEC Exam,” ACA Compliance Group Fall 2016 Compliance Conference (Marina del Rey, October 2016).
  • Speaker, “Recent Developments in Investment Adviser Regulatory Examinations,” Adviser Compliance Associates’ Regulatory Horizon Forum (New York, October 2016). 
  • Panelist, “Investment Funds and Advisers,” Sidley Austin LLP Corporate College 2016 (New York, September 2016).
  • Speaker, “MFA General Counsel Forum,” Managed Funds Association (New York, June 2016).
  • Panelist, “Trade Allocation, Portfolio Rebalancing, and Compliance Challenges,” ACA Compliance Group Spring 2016 Compliance Conference (Boca Raton, May 2016). 
  • Co-chair, “Basics of Mutual Funds and Other Registered Investment Companies 2016,”Practising Law Institute (New York, April 2016). 
  • Panelist, “Regulatory Landscape Update: Top Three Current Compliance and Regulatory Issues for Buy-Side Firms” and “MNPI/Compliance,” Credit Suisse 2016 Prime Services Leadership Conference (Orlando, March 2016). 
  • Panelist, “Global Hedge Fund Regulatory Update” and “Global Hedge Fund Regulation & Complex Compliance,” Bank of America Merrill Lynch – COO/CFO Hedge Fund Symposium (Deer Valley, March 2016).
  • Panelist, “Cybersecurity and Data Privacy: Addressing Increasing Risks and Heightened Regulatory Requirements,” Sidley Austin LLP New York City Compliance Roundtable Anti-Money Laundering and Cybersecurity/Data Privacy (New York, February 2016). 
  • Panelist, Sidley Austin LLP Boston Compliance Officer Roundtable Series (Boston, November 2015).
  • Panelist, “Current SEC Examination Priorities,” ACA Compliance Group Fall 2015 Compliance Conference (Scottsdale, October 2015).
  • Speaker, “The Art of Pitching Business: Do’s and Don’t When Pitching for New Business,” Women in Law Empowerment Forum (New York, October 2015). 
  • Panelist, “Regulatory and Compliance Hot Topics for Private Fund Managers,” Sidley Austin LLP Private Funds 2015: Developments and Opportunities (New York, September 2015).
  • Panelist, “Developing a Contingency and Disaster Recovery Plan,” ACA Compliance Group Spring 2015 Compliance Conference (Miami, April 2015). 
  • Panelist, “Effective Annual Compliance Reviews,” Goldman Sachs Twelfth Annual Hedge Fund Seminar (New York, November 2014).
  • Panelist, Investment Adviser Association Fall Compliance Workshop (New York, October 2014).
  • Panelist, “Managing ’40 Act Funds,” ACA Compliance Group/ACA Insight Fall 2014 Compliance Conference (San Diego, October 2014).
  • Co-chair, “Cybersecurity for Investment Managers,” Sidley Austin LLP/ACA Compliance Group New York City Compliance Officer Roundtable (New York, October 2014).
  • Panelist, “Regulatory and Enforcement Hot Topics for Private Fund Managers,” Sidley Austin LLP Private Funds 2014: Developments and Opportunities (New York, September 2014).
  • Panelist, “The Ask,” Best Law Firms for Women Career Accelerator Summit (Chicago, September 2014).
  • Panelist, “Managing An Effective Compliance Program” and “Challenges and Considerations for Liquid Alternatives,” Goldman Sachs Seventeenth Annual Hedge Fund Conference (Las Vegas, May 2014).
  • Panelist, “Private & Alternative Investment Funds 2014: A Global Perspective,” Sidley Austin LLP Program (London, May 2014).
  • Panelist, “Addressing Conflicts of Interest and Disclosures,” Investment Adviser Association Adviser Compliance Conference (Washington, D.C., March 2014).
  • Panelist, “Analyze This: The Impact of Technology and Analytics on Your Regulatory Reporting” and “The Pop Quiz You Can Study For: How to Prepare For and Lessons Learned From SEC Exams,” Credit Suisse 2014 Prime Services Thought Leadership Conference (Boca Raton, March 2014).
  • Panelist, “Institutional Investors,” ACA Compliance Group Spring 2014 Compliance Conference (Orlando, March 2014).
  • Panelist, “Fund Formation Trends and Operating in the Global Regulatory Environment,” Sidley Austin LLP programs (Hong Kong and Singapore, February 2014).

Admissions & Certifications

  • U.S. District Court, S.D. of New York
  • New York


  • Vanderbilt University Law School (J.D., 1983, Editor, Vanderbilt Law Review)
  • Vanderbilt University (B.A., 1980)

Paul G. Cellupica is currently Chief Counsel for the Americas at MetLife, Inc.  He and his team have responsibility for legal support of MetLife’s insurance and financial services businesses in the U.S.  He joined MetLife in 2004.     

Between 1996 and 2004, Mr. Cellupica served at the U.S. Securities and Exchange Commission in a number of capacities in the Division of Investment Management and the Division of Enforcement.  From 2001 to 2004, he was Assistant Director in the Division of Investment Management, where he and his staff were responsible for rulemaking initiatives related to disclosure provided by mutual funds and variable insurance products.  Before joining the SEC, Mr. Cellupica practiced at the law firm of Caplin & Drysdale in Washington, D.C.

Mr. Cellupica has a B.A. magna cum laude from Harvard College and a J.D. cum laude from Harvard Law School, and was a law clerk for Judge David Nelson of the U.S. Court of Appeals for the Sixth Circuit.  He is admitted to practice in New York and the District of Columbia. 

Rebecca Simmons is a partner in Sullivan & Cromwell’s Financial Services Group. She represents clients in the structuring and development of financial products, novel securities and structured transactions; in the restructuring of those transactions and companies engaged in those transactions; and in regulated transactions such as the development of new lines of business and corporate acquisitions. Her practice areas include U.S. banking and commodities laws and regulation, bankruptcy and insolvency issues relating to complex transactions, corporate restructuring, derivatives structuring and regulation, U.S. securities laws and capital markets transactions.

Ms. Simmons led the team that represented the group of commuting counterparties in CIFG’s restructuring (awarded Restructuring Deal of the Year, IFLR Americas Awards 2009), and has represented both sponsors and investors in the resolution and restructuring of structured transactions affected by recent market events.

Ms. Simmons developed the first synthetic triple-A rated derivatives products program for an insured U.S. bank and the first synthetic securitization of swaps receivables, and has worked with a broad range of credit-risk transfer and credit-risk mitigation techniques. She advises clients with respect to trading and settlement issues in both cash and derivative instruments, and assists in developing systems to mitigate credit-risk in those trading businesses. She also advises clients with respect to U.S. disclosure and corporate governance requirements, particularly as they apply to non-U.S. issuers.

Ms. Simmons is the former chair of the Business Law Section of the New York State Bar Association and the former chair of the Committee on Futures Regulation of the New York State Bar Association. She has served as a member of the Committee on Futures Regulation and the Committee on Banking Law of the New York City Bar Association. In addition, she is a member of the board of the ABA Back to Business Law program; the advisory board of Legal Information for Families Today; the ABA Working Group on Legal Opinions; the board of the New York chapter of the Swiss-American Chamber of Commerce; Columbia Law School’s board of visitors; the advisory boards of Columbia’s Center for Corporate Governance and the Columbia Transactional Studies Program; and the President’s Advisory Council of the Chesapeake Bay Foundation.

Stuart M. Litwin is a partner and co-head of the Securitization/Structured Finance Practice at Mayer Brown LLP.  Mr. Litwin also co-heads Mayer Brown’s Capital Markets Practice.

Stuart is one of the leading and most experienced lawyers in the United States in the representation of originators, investment banks, marketplace platforms, warehouse lenders, underwriters, aggregators, ABCP conduit sponsors, hedge funds, commercial banks and investors (including mutual funds) in structuring, negotiating and documenting U.S. and international asset-backed and other securities transactions, structured financings and loan purchase transactions.

His experience has involved the securitization of virtually all asset types, and he is recognized as an expert in the securitization of retail and commercial auto loans and leases, consumer and small business marketplace loans (including payment processing loans), FFELP and private student loans, dealer floorplan receivables, equipment leases and loans, cell phone device payment plan receivables, global trade finance assets, rental cars, commercial and residential mortgages, cross border transactions, solar leases and power purchase agreements, synthetic risk transfers, money market fund investments and structured transactions in which banks and other clients seek advantageous treatment for accounting, regulatory capital or tax purposes.

Mr. Litwin also regularly represents several funds, reinsurance companies and other investors in their “alternative investments” (i.e., unusual assets or finance companies which are more difficult to fund in securitization or banking markets). 

Recent important engagements have included:

1. Representing Bank of America Merrill Lynch as underwriters counsel in Verizon’s August 2016 ABS transaction backed by device payment plan receivables, the first-ever ABS transaction backed by cell phone contracts

2. Representing Morgan Stanley as underwriters counsel in the first ABS offering backed by marketplace loans which included multiple funds securitizing loans in the same offering.

3. Representing Morgan Stanley as warehouse lender to Social Finance, Inc.

4. Representing VW Credit, Inc. in its recent $9 billion auto loan and lease warehouse facility. 

5. The creation of TradeMAPS, the first multi-issuer trade finance securitization platform to enable banks and others to fund their trade finance portfolios in an off-balance sheet manner without supporting potential losses in the portfolios of other banks.The first transaction, TradeMAPS 2013-1, a securitization of Citibank and Banco Santander portfolios, was selected by IFLR as their 2013 “Deal of the Year.”

6. Assisting Santander Consumer USA, Inc. in the creation and financing of the Chrysler Capital platform, including its $5 billion warehouse financing facility,

7. Acted as initial purchasers’ counsel in the first-ever solar ABS deal to provide backleverage for tax equity.SolarCity was the sponsor and the initial purchasers were Bank of America Merrill Lynch and Credit Suisse.This deal was selected by IFLR as their 2015 “Deal of the Year.”

8. The creation of Straight-A Funding, LLC, the $60 billion asset-backed commercial paper conduit that saved the student loan industry during the financial crisis and enabled students to finance the 2009-2010 academic year when government guaranteed student loan backed ABS could not be sold.Straight-A Funding received support from the Department of Education and the Federal Financing Bank.

9. Creating the form customer agreement documentation for the TALF program (and representing many of the primary dealers in their customer agreement negotiations), and working on several of the first TALF transactions,

10.  Several tender offers for and restructurings of student loan trusts with auction rate securities,

11. The first ABS offering in the US backed by Australian auto leases,

12. Representing Goldman, Sachs & Co. in the financing of Cerberus’s acquisition of Chrysler, the largest-ever use of asset-backed securities in any M&A transaction ($47 billion of the $60 billion financing),

13. The securitization of its floorplan loans originated by a heavy equipment manufacturer to dealers in “politically sensitive” countries, mostly in Latin America.

Mr. Litwin represents virtually every major bank and investment bank in at least some aspect of its business.  Mr. Litwin has regularly been ranked as one of the best securitization lawyers in the US by, among others, Chambers Global, IFLR, Best Lawyers in America, Who’s Who Legal and Euromoney. 

Mr. Litwin is an Adjunct Professor of Law at the Northwestern University Law School, where he teaches “The Law of Securitization.” 

Mayer Brown’s securitization practice, which Mr. Litwin co-heads, was recently named IFLR’s Securitization Law Firm of the Year.

Mr. Litwin currently serves as Chairman of the Auto ABS Committee of the Structured Finance Industry Group (the trade association for the securitization market).  He was the first Chairman of its Legal Counsel Committee.

Mr. Litwin is a frequent lecturer and writer on securitization topics.  The Structured Finance Institute has produced and sold a DVD, Introduction to Securitization Transactions, featuring Mr. Litwin.

Mr. Litwin holds a J.D. from the University of Chicago Law School and an M.B.A. from the University of Chicago Graduate School of Business.  He is also a former Certified Public Accountant and winner of the Elijah Watt Sells Award on the Uniform CPA Examination.

Tram Nguyen is a partner in the Investment Management practice at Paul Hastings and based in the firm's New York office. Ms. Nguyen focuses her practice on hedge funds and private equity funds, advising clients on all aspects of fund formation, structuring and fundraising. She has experience with fund-linked notes and customized funds. Ms. Nguyen also advises U.S. and non-U.S. financial institutions and investment advisers on U.S. regulatory requirements including registration and reporting requirements.

Prior to joining Paul Hastings, Ms. Nguyen was a partner at another law firm and prior to that, she was the Branch Chief of the Private Funds Branch at the SEC Division of Investment Management in Washington, D.C., where she served from 2010 to 2013. At the SEC, she worked on developing and implementing SEC rules for private fund advisers under the Dodd-Frank Act and the JOBS Act.

Practice Areas


  • District of Columbia Bar
  • New York Bar


  • Columbia Law School, J.D., 1998
  • Harvard University, M.A., 1994
  • Princeton University, B.A., 1992

Ken is General Counsel for Finance and Corporate Legal. He joined Goldman Sachs in 1988 as a Vice President in New York and became a Managing Director in 2001.

Prior to joining the firm, Ken was an associate at Sullivan & Cromwell in New York and London.

Ken is past Chairman of the SIFMA Capital Markets Committee and a former member of the Corporate Finance Advisory Committee of FINRA. He is currently a member of the SIFMA Retail Structured Products Committee.

Ken earned an AB from Harvard in 1977 and a JD from Harvard Law School in 1980. He lives in New York.

Ms. Hoene is a recognized securities and investment management attorney with diverse experience in the financial services industry, and particular expertise with the Investment Company and Investment Advisers Acts of 1940. She works with fund sponsors, investment advisers, broker-dealers, commodity trading advisors, ETFs, registered and private funds, banks, insurance companies and the independent directors of investment companies.

She has held senior positions with several financial service institutions, including acting as Independent Fund Chief Compliance Officer at Bank of America, where she was responsible for establishing and defining the fund compliance program for mutual fund families aggregating more than $200 billion in assets, following the bank’s merger with FleetBoston Financial Corp.

Ms. Hoene also served as the first Deputy Director of the Securities and Exchange Commission’s Division of Investment Management, managing the disclosure, chief counsel, investment adviser and EDGAR pilot programs, and coordinating policy positions in legislative, self-regulatory and state matters, inspection and enforcement, and overall Division policy.

Practice Areas

Financial Institutions Regulatory and Enforcement


  • B.A., 1970 Seattle University (English)
  • J.D., 1975 University of Notre Dame School of Law

Tom is a member of Reed Smith's Financial Industry Group. The focus of Tom's practice is on the representation of financial services companies including mutual funds, exchange-traded funds (including ETFs that invest in commodities), insurance companies issuing fixed and variable annuities and life insurance, and financial firms offering a wide range of other types of financial products. His practice combines regulatory experience with an extensive knowledge of the mutual fund, ETF, commodity pool, variable contract and investment advisory industries.

Tom assists clients in navigating the complex regulatory requirements governing insurance and securities products, including the federal securities laws administered by the U.S. Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC), the rules of the Financial Industry Regulatory Authority (FINRA) and the National Futures Association (NFA), and state insurance laws and regulations.

Tom has represented financial service companies in a private practice for over fifteen years. Additionally, Tom was Vice President and General Counsel of the Insured Retirement Institute (IRI) (formerly, the National Association for Variable Annuities (NAVA)). He was responsible for IRI's regulatory affairs program and represented the industry in a number of significant regulatory matters, appearing before regulatory agencies including the SEC, FINRA and National Association of Insurance Commissioners.

In addition to private practice and serving as IRI's General Counsel, Tom was a staff member of the SEC in the Office of Disclosure and Investment Adviser Regulation and the Office of Insurance Products.

Representative Matters

  • Provide ongoing regulatory advice, under federal securities and commodities laws, to Teucrium Trading, a sponsor of commodity-related exchange traded funds (ETFs).
  • Advised client, sponsor of commodity-related exchange traded funds (ETFs), on all aspects of fund formation and registration, as well as for ongoing maintenance and regulatory compliance issues, as such funds are regulated by the SEC, CFTC, NFA and FINRA.
  • Represent major commodities-based ETF provider with structuring and SEC/CFTC/FINRA/NYSE registration and compliance procedure preparation.


  • "SEC Office of Compliance Inspections and Examinations Releases 2016 Exam Priorities," Private Funds Law Update, 18 February 2016Co-Author(s): Alexandra Poe
  • "SEC Announces 2016 Exam Priorities," Reed Smith Client Alerts, 15 January 2016Co-Author(s): Alexandra Poe
  • "SEC Sanctions Insurance Company for Variable Contract Pricing Violations," Reed Smith Client Alerts, 29 May 2015Co-Author(s): Peggy C. Heminger
  • "CFTC’s Final 'Harmonization' Rules: Shifting Sands in the ETF Competitive Landscape," Reed Smith Client Alert, 20 August 2013
  • "SEC Lifts Moratorium on Non-Leveraged, Actively Managed ETFs that Use Derivatives," Reed Smith Client Alert, 13 December 2012
  • "Exchange-Traded Funds," 42 The Review of Securities and Commodities Regulation 13, July 15, 2009
  • "Summary Prospectus Rule as it Applies to ETFs," The Investment Lawyer, May 2009
  • "Newly Adopted Summary Prospectus Form Tailored for Exchange-Traded Funds," The Investment Lawyer, April 2009
  • "Insurance: Responding to Regulatory Subpoenas," Counsel to Counsel, May 2005
  • "Sarbanes-Oxley Act of 2002: The Perfect Storm," NAVA Outlook, November/December 2002
  • "Gramm-Leach-Bliley Allows New Relationships Between Banks, Securities Firms, and Insurance Companies," Taxation of Financial Institutions, January/February 2001
  • "Mutual Fund and Variable Insurance Products Advertising," 50 The American Bar Association Business Lawyer 925, 1995Co-Author(s): Co-author

Speaking Engagements

  • 20 September 2016A Practical Guide to Complying with the DOL's New Fiduciary Rules
  • 28-29 January 2016Understanding Financial Products 2016, New York, New York
  • 6-7 January 2014Understanding Financial Products 2014, New York, New York"Mutual Funds, Closed-End Funds, BDCs and ETFs"
  • 12 September 2012iGlobal Forum 3rd Annual ETF Investing Summit "ETF Sector Performance Results for all Asset Classes"
  • 2010 and 2011PLI: Nuts and Bolts of Financial Products "Exchange Traded Funds/Exchange Traded Notes"
  • 7-9 June 2009NAVA Government & Regulatory Affairs Conference "Changes in Living Benefits and Other Product Evolutions"
  • 6-8 May 2009Investment Company Institute (ICI) General Membership Meeting "How Regulatory Requirements Impact the Competitive Balance Between Conventional ETFs and New Types of Commodities-Based ETFs"
  • 23-24 February 2009PLI: Nuts and Bolts of Financial Products "Exchange-Traded Products: How New SEC Rules May Tip the Competitive Balance"
  • 23-24 June 20082008 Investment Advisors’ Exchange Traded Funds Summit
  • 16-17 November 2006ALI-ABA Life Insurance Company Products Conference
  • 25-28 March 2007ICI & FBA—Mutual Funds and Investment Management Conference
  • 12-14 July 2006ACLI Compliance Section Annual Meeting
  • 26-28 June 2005National Association for Variable Annuities 2005 Compliance & Regulatory Affairs Conference

Employment History

  • 2012 - Partner -Reed Smith
  • 2011 - Partner - Sutherland Asbill & Brennan LLP
  • 1998 - Vice President and General Counsel, Insured Retirement Institute (formerly, the National Association for Variable Annuities)
  • 1994 - Associate - Sutherland Asbill & Brennan LLP
  • 1991 - Attorney - Adviser, Office of Disclosure and Investment Adviser Regulation U.S. Securities and Exchange Commission
  • 1989 -Associate - Goodwin Procter LLP


George Washington University Law School, J.D.

George Washington University, MBA

Professional Admissions / Qualifications

District of Columbia



Widely recognized as an active and innovative attorney in structured finance, Chris Gavin represents issuers, borrowers, sellers, buyers, lenders, official lenders, hedge funds, private equity funds and other investors in U.S. and international structured finance transactions. He is a partner in the Financial Transactions & Restructuring group.

The footprint and complexity of his financings span North America, South America, Europe, Australia and Africa, and individual securitizations reaching more than $20 billion. Chris represents and advises clients in a range of cross-border transactions and structured solutions involving:

  • Residential mortgage transactions, including whole loan sales, servicing transfers, repurchase and other warehouse facilities, and term securitizations for newly originated, seasoned and nonperforming loans;
  • Advising trustees, servicers and other parties regarding their rights and obligations in legacy residential mortgage transactions;
  • Asset-backed securitization and financing transactions;
  • Cross-border covered bonds;
  • Collateralized commercial paper programs;
  • Structured distressed portfolio joint ventures and other solutions;
  • The purchase and sale of residential mortgage and other financial services companies, including in developing structured solutions to protect purchasers from certain exposures of the acquired companies; and
  • Structuring investment vehicles that issue extendable commercial paper, including the working out and resolution of such transactions

In his counsel to a major industry group, Chris represented them on a significant comment letter on the recently re-proposed risk retention rules. Highlights of his vast experience with novel structured financings also include: establishing the first collateralized commercialized paper program for a major global financial institution, structuring the first cross-border covered bond in Latin America, creating one of a small number of residential mortgage securitization programs since the recent financial crisis, and developing a microfinance lending facility for fund activities in Uganda, Tanzania and South Sudan.

Additionally, Chris has significant experience securitizing and financing many other forms of assets and projects. These include auto loans and leases, commercial mortgage loans, home equity lines of credit, franchise loans, life insurance policy loans, mortgage servicing rights, toll road projects, forward sale commodity contracts, lower and middle income residential projects and payroll deduction loans.

Chris earned repeated recognition from the Financial Times in its annualInnovative Lawyersfeature and was named a Leading Lawyer by IFLR1000 (2013), a Leading Lawyer for Structured Finance/Securitization and Capital Markets by IFLR (2012).

Janet Holmes is a Senior Vice President in the Government and Public Affairs Team at Moody's. Before joining this team in January 2008, she was a Vice President-Senior Analyst in Corporate Governance Specialist Team at Moody's Investors Service.

Before joining Moody's in August 2007, Janet was a Senior Corporate Governance Specialist at the Organization for Economic Cooperation and Development in Paris. Before joining the OECD in July 2005, she worked for the Ontario Securities Commission, first as Senior Legal Counsel for the Takeover Bid Team and later as Manager of International Affairs. Among other things, she participated in developing the International Organization of Securities Commissions' Principles for Credit Rating Agencies and Code of Conduct Fundamentals for Credit Rating Agencies. In 2003, she was appointed by IOSCO and the International Monetary Fund to assess New Zealand's securities regulatory framework for the IMF's Financial Sector Assessment Program. In 2001-02, she spent a year on leave from the OSC working on market abuse issues at the UK Financial Services Authority.

Before joining the OSC in 1998, Janet worked as a lawyer, first at Sullivan & Cromwell in New York (1993-94) and then at Davies, Ward & Beck in Toronto (1994-98), where she was a partner in its Research Group.

Janet obtained an LL.B. with Honors from the University of Toronto Law School in 1991 and an LL.M. in Securities Law from Osgoode Hall Law School (York University) in 1998. She is admitted to the Bar in Ontario.

From 1998-2000, she served as the Assistant Program Director for Osgoode Hall Law School's LL.M. program in Securities Law. She also has published in the fields of corporate governance and securities law and lectured at universities in Canada, France, the Netherlands, Turkey and the United States.

Kiye Sakai is a Managing Director and Counsel at UBS, where she leads the Derivatives and Structured Products legal team in the Americas.  The Derivatives and Structured Products legal team supports all derivatives businesses and structured products businesses of UBS’s Investment Bank division.  Before UBS, she was a counsel at Davis Polk & Wardwell, specializing in credit and structured products.  She also worked as a lawyer at IBM Credit Corporation.

Ms. Sakai is a graduate of Harvard and Radcliffe Colleges and Stanford Law School.  She is a member of the New York bar and an authorized house counsel in Connecticut.

Susan Schroeder is the Acting Head of Enforcement at FINRA and has been the Deputy Chief responsible for overseeing the Department of Enforcement in New York since 2011.  Prior to joining FINRA, she was a partner in WilmerHale’s Securities Litigation and Enforcement practice.  She began her legal career as a litigation associate at Kirkland & Ellis, specializing in securities litigation.  She received her J.D. from NYU School of Law, her M.A. from the University of California at Davis, and her B.A. from Georgetown University.  She is a member of the New York bar.

Mr. Lederman shares responsibility for various business relationships and complex product offerings.  Mr. Lederman is President and Chief Executive Officer of the Grosvenor Registered Multi-Strategy Funds complex, a member of the Public Markets Seeding Investment Committee, and is responsible for the legislative and regulatory affairs of the firm.  In addition, he manages regulatory and administrative matters relating to Grosvenor’s non-U.S. affiliates and structures and implements and manages relationships with certain third party asset managers. Prior to joining GCM Grosvenor, from 1993 to 1998, Mr. Lederman was successively the General Counsel and Chief Operating Officer of S.A.C. Capital Advisors, L.L.C  Before joining S.A.C., he was a Partner in the Chicago law firm of Coffield Ungaretti & Harris.  From 1984 to 1988, Mr. Lederman practiced at Goldberg Kohn Bell Black Rosenbloom & Moritz, and from 1982 to 1984, he was associated with Levy & Erens.  Mr. Lederman received his Bachelor of Science magna cum laude in Economics in 1978 and his Master of Business Administration in Finance in 1979 from The Wharton School of the University of Pennsylvania.  He then earned his Juris Doctor cum laude from the University of Chicago in 1982.  Mr. Lederman is a member of the Illinois Bar and New York Bar.  Mr. Lederman is the author of “Hedge Fund Regulation, Second Edition,” as well as chapters on hedge funds contained in “Financial Product Fundamentals” and “Investment Adviser Regulation,” all of which are publications of the Practicing Law Institute.