San Francisco, California
TUESDAY, NOVEMBER 8, 2011
(All times Pacific Standard Time)
9:00 am – 9:05 am
Welcome and Introduction
Presented by Mark D. Perlow
Mr. Perlow’s practice focuses on investment management and securities
law. He regularly represents mutual funds, investment advisers, fund
boards of directors, hedge funds and broker-dealers on a variety of
regulatory and transactional matters. He served as senior counsel in
the Office of the General Counsel of the Securities and Exchange
Commission from 1998-1999 and in the SEC’s Division of Enforcement
from 1994-1997. He worked on regulatory initiatives on fund governance,
the scope of the securities laws online, personal trading of investment
personnel, and foreign custody of fund assets, and advised the SEC on
enforcement actions involving mutual funds and investment advisers.
Contact him at 415.249.1070 or mark.perlow@klgates.com.
9:05 am – 9:30 am
Update on Regulatory Reform
Presented by Mark D. Perlow and Kurt J. Decko
• The Pushback on Dodd-Frank and Resource Constraints on the Regulators
• Status Report on Slow-Moving Systemic Risk Regulation:
SIFIs, Money Market Funds and Credit Rating Agencies
• The SEC’s Proxy Access Rule is Overturned:
Important Implications for Future Rulemakings
Mr. Decko concentrates his practice in the investment management area.
He represents and advises investment companies, investment advisers
and investment company independent directors in connection with various
regulatory, compliance and transactional matters. Prior to joining K&L
Gates, Mr. Decko was an associate in the financial institutions and
corporate and finance groups of a New York law firm dealing with the
Investment Company Act of 1940, the Securities Act of 1933 and private
equity matters. From 1999-2000 he was a judicial law clerk for The
Honorable Thomas J. Meskill of the U.S. Court of Appeals for the Second
Circuit. Contact him at 415.249.1053 or kurt.decko@klgates.com.
San Francisco, California
TUESDAY, NOVEMBER 8, 2011
(All times Pacific Standard Time)
9:30 am –10:30 am SEC Examination and Enforcement Programs
Presented by J. Matthew Mangan, Mark D. Perlow and Shoshana Thoma-Isgur
• The Restructuring of OCIE and the Division of Enforcement
• The Evolving Approach to Examinations
• Whistleblowers and Cooperation
• Major Focus Areas and Enforcement Cases
Mr. Mangan counsels investment advisers, private fund managers
and broker-dealers on a variety of fund formation, product structuring,
transactional, regulatory and compliance, and securities law matters.
He structures and documents U.S. and offshore private investment
funds and assists clients with a variety of state and federal regulatory
and compliance issues. He also represents government plans and
other institutional investors and represents individuals and entities on
securities enforcement matters involving the SEC, FINRA and other
regulatory authorities. He has substantial experience conducting internal
investigations in matters relating to securities regulation and compliance.
Contact him at 415.249.1046 or matt.mangan@klgates.com.
Ms. Thoma-Isgur is of counsel in the Fort Worth office. Her practice
focuses on investment management and securities compliance matters,
including investment fund formation, structure, management and
compliance with SEC and state securities regulations, and other
applicable Federal and state regulations. As a former SEC Enforcement
attorney, Shoshana also works on securities enforcement matters.
Contact her at 817.347.5280 or shoshana.thoma-isgur@klgates.com
10:30 am –10:45 am
Break
10:45 am –11:30 am
ERISA For Investment Advisers
Presented by William P. Wade
• ERISA Basics
• Funds and Plan Assets
• Recent Developments: Disclosures, Fiduciary Status and Duties
Mr. Wade has assisted banks, trust companies, investment advisers,
and other financial institutions in planning for and creating collective
investment funds, proprietary mutual funds, and other investment
management vehicles, products, and services for individual and
institutional investors, including employee benefit plans subject to
ERISA. He has also assisted these institutions in addressing legal
problems arising under ERISA and other fiduciary laws and applicable
banking regulations. Before entering private practice, Mr. Wade was
inside counsel for a major bank for more than ten years, where his
responsibilities included advising the bank’s trust and investment
management departments and affiliates. Contact him at 310.552.5071
or william.wade@klgates.com.
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San Francisco, California
TUESDAY, NOVEMBER 8, 2011
(All times Pacific Standard Time)
11:30 am –12:10 pm Derivatives Reform in 2011 and the Path Forward
Presented by Gordon Peery and Mark D. Perlow
Mr. Peery works exclusively as a derivatives lawyer. He represents a
wide range of clients in the firm’s Investment Management, Derivatives
and Structured Products practice groups and is a leader of the firm’s
Derivatives Task Force. Mr. Peery runs the derivatives, prime brokerage
and repurchase facility training program within the firm. Contact him at
949.623.3535 or gordon.peery@klgates.com.
12:10 pm – 1:00 pm Lunch
1:00 pm – 2:30 pm
CONCURRENT SESSIONS
Separate Registered Fund and Hedge Fund and Private Fund Tracks
(choose one Track)
Concurrent Session
1:00 pm – 2:30 pm
Registered Fund Track
Presented by Kurt J. Decko and Richard M. Phillips
• Janus v. First Derivative Traders:
The Impact on Prospectus Liability and Disclosure Processes
• Exchange-Traded Funds: Legal and Market Developments
• Target Date Funds: Evolving Regulatory Views and the Impact on the Market
• Fee Litigation After Jones v. Harris Associates
Mr. Phillips concentrates his practice in securities regulation,
particularly SEC enforcement, investment management and broker/dealer
matters. He previously held various positions on the SEC staff, including
Assistant to the Chairman; Assistant General Counsel; and Staff Director
of SEC Corporate Disclosure and Investment Company Studies. Contact
him at 415.249.1010 or richard.phillips@klgates.com.
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San Francisco, California
TUESDAY, NOVEMBER 8, 2011
(All times Pacific Standard Time)
Concurrent Session
1:00 pm – 2:30 pm
Hedge Fund and Private Fund Track
Presented by J. Matthew Mangan, David Mishel and Mark D. Perlow
• Final Rules on Mid-Sized Adviser, Venture Capital and Foreign Private Adviser
Exemptions, Accredited Investor and Qualified Client Definitions
• SEC Registration: What It Means and How to Do It
• Requirements for Exempt Reporting Advisers
• New Form PF
• Registration with and Regulation by the California Department of Corporations
Mr. Mishel, Of Counsel in the San Francisco office, is a member of
the Securities Enforcement group. He practices in the following areas:
broker-dealer, investment adviser and securities regulation and
enforcement, and general corporate and securities business transactions.
Contact him at 415.249.1015 or david.mishel@klgates.com.
END OF CONCURRENT SESSIONS
2:30 pm – 2:45 pm
Break
2:45 pm – 3:20 pm
The Regulation of Political Contributions
Presented by Kurt J. Decko and David Mishel
• The Pay-to-Play Rule in Practice
• The California Placement Agent/Lobbying Law
3:20 pm – 4:00 pm
Insider Trading Enforcement: The Worst is Yet to Come?
Presented by Jeffrey L. Bornstein and Richard M. Phillips
• Galleon and New Tools for Insider Trading Prosecutions
• The Potential Impact of the New Market Abuse Task Force: High Tech Tools
and New Sources of Market Data
• Expert Networks: Developments and Best Practices
Mr. Bornstein, a partner in the San Francisco office, joined K&L Gates
in 2005 following an almost 20-year career in the criminal and civil
divisions of the San Francisco United States Attorney’s Office. Mr.
Bornstein concentrates his practice in white collar crime/criminal
defense, securities enforcement matters, and internal investigations,
as well as environmental, class actions and other types of civil litigation.
Contact him at 415.249.1059 or jeff.bornstein@klgates.com.
4:00 pm – 4:15 pm
Break
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San Francisco, California
TUESDAY, NOVEMBER 8, 2011
(All times Pacific Standard Time)
4:15 pm – 5:15 pm
Regulatory Change: View from the Industry
Moderated by Richard M. Phillips with Richard Donick, Partner and Head of Risk
Management at DCI LLC, Helane Morrison, Managing Director, General Counsel and
Chief Compliance Officer at Hall Capital partners LLC and Timothy Parker, General
Counsel, Matthews International Capital Management, LLC
Richard Donick has been with DCI since its inception and is responsible
for risk management and risk control, including final determination of
the appropriate risk and exposure levels in the DCI strategies. He
also has oversight responsibility for DCI’s operations, legal, and
compliance functions. Before joining DCI, Richard was with the financial
restructuring group of HLHZ. Prior to joining HLHZ in 2002, Richard
was with UBS, A.G., where he was responsible for trading and risk
management of a top-tier market making and proprietary FX derivatives
business. At UBS, Richard also oversaw the reorganization of UBS’s
global securities financing businesses, was responsible for the
Investment Bank’s strategic partnerships and investments, and served
as COO of UBS’ private equity division. Prior to UBS, Richard practiced
law in Washington, D.C.
Helane L. Morrison is the General Counsel, Chief Compliance Officer,
and a Managing Director of Hall Capital Partners LLC. Ms. Morrison
headed the San Francisco Office of the U.S. Securities and Exchange
Commission (“SEC”) from 1999 to 2007. In her capacity as Regional
Director and earlier as District Administrator, Ms. Morrison was
responsible for securities enforcement, litigation, and regulatory matters
in Northern California and five Northwest States. Prior to joining the SEC,
Ms. Morrison practiced law in San Francisco from 1986 to 1996.
Timothy Parker joined Matthews International Capital Management, LLC
in 2005 as General Counsel. Prior to joining Matthews, he was a Partner
with Kirkpatrick & Lockhart Nicholson Graham LLP, where he represented
investment advisers, mutual funds, independent directors and hedge
funds in regulatory, enforcement and transactional matters. Tim also
served as Global Head of Compliance and Risk Management for Allianz
Dresdner Asset Management, where he was responsible for developing
and coordinating compliance and risk management systems for Allianz
asset management subsidiaries globally, and was a Managing Director
of RCM Global Investors, where he served in several legal and
compliance roles.
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