Finance

 

• Designed and implemented a regulatory compliance change management program for a regional bank.

 

• Leveraged finance experience and other debt finance experience, particularly in the context of mergers and acquisitions.

 

• Representation for banks, borrowers, impact lenders, lenders, non-banks, private companies, private equity sponsors, and companies in a broad range of domestic and international finance transactions, such as acquisition finance, letter of credit facilities, mezzanine, loan workouts, restructurings, senior secured, socially-responsible impact lending, subordinated debt, working capital lines.

 

• Consultation with management and business units regarding the legal aspects of developing, structuring and marketing new products and initiatives.

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• Review of corporate policies for compliance with the Volcker Rule (VR) Section 619 (12 U.S.C. Section 1851) of the Dodd–Frank Act, such as advice and training for business and service units regarding VR compliance obligations, analysis of metrics from covered trading desks, assisting in the VR CEO attestation process, continuously monitoring VR controls to evaluate and improve the control process, implementing VR-related controls, VR compliance updates for executive management, and related support for the regulatory change management team.

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• Preparation of corporate governance documents including certificates of incorporation, bylaws, resolutions, charters for board committees, board minutes, codes of business conduct, corporate governance guidelines, corporate policies and compliance program and compliance with Markets in Financial Instruments Directive II (MiFIDII).

 

• Compliance with the United States Citizenship and Immigration Services (USCIS) EB-5 Immigrant Investor Program requirements and implementation.

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• Familiarity with cap table management, cap table management software and equity management software.

 

• Drafted and reviewed agreements among lenders (AAL), annotated standard-form documents, capital markets transactions, commercial mortgage loan transactions, commitment letters, construction loans, credit agreements, derivatives, intercreditor agreements, loan modifications, private placement investments, repurchase (“repo”), second lien loans, senior loans, security documents and related loan documentation for syndicated and bilateral facilities, term sheets.

 

• Authored checklists covering legal developments, legal updates, practice notes, regulatory issues and transactions related to consumer financial services.

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• Familiarity with registered investment advisors (RIA) issues, break-away brokers and the Protocol for Broker Recruiting.

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• Drafted and negotiated contracts, agreements and compliance documentations for account control agreements, accounting, anti-money laundering (AML), asset-backed securities, asset due diligence services agreements, “blue sky” registration, collateralized debt and fund obligations, collateralized loan obligations, collateralized mortgage obligations, commercial mortgage-backed securities (CMBS), commercial real estate collateralized debt obligations, corporate trading, credit derivatives, cross-purchase, custodian services, custody agreements, customer identification and privacy, investment management agreements, electronic trading agreements, escrow, data repository and analytics, foreclosure mitigation, fund services agreements, hedge fund administration, instruments of accession, investor services, margin agreements, model provider agreements, mortgage workouts, mutual fund service agent administration, product distribution platform agreements, proxy services, real estate loan restructuring, remote access, residential mortgage-backed securities (RMBS), revenue recognition, subadvisory agreements, subprime B/C/D loans, securities lending agreements, trade settlement platform agreements, transfer agency, underwriting, unitranche loans, wealth management agreements.

 

• Drafted and negotiated SEC forms related to the various securities Acts (1933, 1934, 1939, 1940 Investment Advisers, 1940 Investment Company, 1970 Bank Secrecy, 1970 Securities Investors Protection, Patriot Act and Sarbanes-Oxley), Dodd-Frank, Gramm-Leach-Bliley Act (GLBA), International Swaps and Derivatives Association (ISDA) guidelines, Truth In Lending Act (TILA), Equal Credit Opportunity Act (ECOA) and Fair Credit Reporting Act (FCRA).

 

• Managed corporate governance, due diligence and transactional issues for portfolio companies and investment teams.

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• Management of legal issues relating to the structuring of general partner vehicles and carried interest programs, specialized governing documents, vesting schedules, guarantees, 83(b) elections, subscription/closing processes and post-closing items, including Form D filings and limited partnership amendments (LPAs).

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• Drafting, negotiation and review of fund-related legal documents, including Agreements (Purchase and Sale, Financing, Consulting, Employment, Subscription), Letters of Intent (LOIs), Term Sheets, Engagement Letters, Private Placement Memorandums (PPMs), Management Incentive Equity Programs, investor due diligence questionnaires, limited partner side letters and intercompany agreements, and authoring finance articles for a legal content provider.

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• Legal advice and support to management and RIAs on mutual fund issues related to compliance with the various applicable Acts, regarding the structuring and formation process for existing and new investment opportunities, the investment of fiduciary and non-fiduciary customer assets in third party and proprietary mutual funds and private funds, board meetings, compliance, transaction negotiations, recordkeeping agreements, third party access agreements and new products and familiarity with compliance platforms such as Know Your Customer (KYC).

 

• Compliance with US Federal statutes, administrative regulations and trade association guidelines, such as by the Commodity Futures Trading Commission (CFTC), Financial Industry Regulatory Authority (FINRA), National Futures Association (NFA) and the Securities and Exchange Commission (SEC).

 

• Compliance with statutes, regulations and guidelines of foreign regulators, such as by the Australian Securities and Investments Commission (ASIC), Hong Kong Securities and Futures Commission (SFC), Monetary Authority of Singapore (MAS), United Kingdom (UK) Financial Conduct Authority (FCA)

 

• Familiarity with the principle of liquidity (generally defined as the ability of a debtor to pay short-term obligations whenever such short-term obligations become due), and with the basic types of liquidity – accounting liquidity (the ability of a debtor to pay short-term obligations whenever such short-term obligations become due, generally expressed as a ratio or a percentage of current liabilities) and market liquidity (the feature of a market which allows an individual or firm to quickly purchase or sell an asset without causing a drastic change in such asset's price).

 

• Familiarity with the concept of best execution (that requires brokers to obtain the most advantageous order execution price for their customers in each transaction, putting the best interests of the customers first, regardless of any incentives to the brokers, such as soft dollars, offered to the brokers by trade routing entities), as articulated by various US and international regulators such as the FCA (COBS11.2A), FINRA (Rule 5310) and the MSA (Consultation on Execution of Customers' Orders, September 3, 2020).

 

• Familiarity with environmental, social and governance (ESG) principles, referring to criteria generally-considered by a socially-conscious corporate entity, when attempting to measure the societal impact and sustainability of any potential investment such corporate entity may make in another company or business, which could affect the public perception (whether for positive or negative) of such corporate entity.

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    Last updated 210722_2313