Category Archives: Uncategorized

Benjamin T. Marzouk – Contributor

Ben Marzouk is a financial services attorney who advises broker-dealers and investment advisers on compliance with federal and state securities laws, including Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) rules and regulations. Ben represents registered investment companies and investment funds in regulatory matters and helps clients navigate the complex rules governing capital-raising activities, as well as public and private securities offerings.

With a deep knowledge of the financial services industry, Ben’s regulatory experience also extends to anti-money laundering compliance, crowdfunding, and corporate mergers and acquisitions. Ben also advises broker-dealers and other financial services intermediaries on the distribution of a wide variety of investment products, such as equity stocks, corporate and municipal bonds, mutual funds, insurance contracts, variable annuities, and other alternative investment products.

Before joining Sutherland as an associate, Ben participated in the firm’s Summer Associate program in 2010 where he assisted primarily with financial services matters. He previously worked as an analyst for a global consulting firm where he conducted an analysis as part of a large-scale restructuring of the United States Army’s financial branch.

Awards and Rankings

Named to the  DC Bar Pro Bono Honor Roll (2013-2015)

Selected for inclusion in Washington, D.C., Super Lawyer® “Rising Stars” (2016)

Professional Activities

Member, ABA Business Law Section
Member, Business Development Committee, DC Bar’s Law Practice Management Section

Website

Anna T. Pinedo – Contributor

Anna Pinedo has concentrated her practice on securities and derivatives. She represents issuers, investment banks/financial intermediaries, and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.

Ms. Pinedo works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. Ms. Pinedo has particular financing expertise in certain industries, including working with technology-based companies, telecommunications companies, healthcare companies, financial institutions, REITs and consumer finance companies. Ms. Pinedo has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium-term note and other continuous offering programs.

In the derivatives area, Ms. Pinedo counsels a number of major financial institutions acting as dealers and participants in the commodities and derivatives markets. Ms. Pinedo advises on structuring issues, as well as on regulatory issues, including those arising under the Dodd-Frank Act. Her work focuses on foreign exchange, equity and credit derivatives products, and structured derivatives transactions. Ms. Pinedo has experience with a wide range of transactions and structures, including collars, swaps, forward and accelerated repurchases, forward sales, hybrid preferred stock, and off-balance sheet structures. Ms. Pinedo also has advised derivatives dealers regarding their Internet sites and other Internet and electronic signature/delivery issues, as well as on compliance matters.

Ms. Pinedo regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of JOBS Act Quick Start, published by International Financial Law Review (2013, 2014, updated 2016), contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, 2014, second ed. 2015, 2016 ed.), co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012, updated 2014, 2016), Liability Management: An Overview (2011, updated 2015), published by International Financial Law Review, co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014), co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011) and also co-author of BNA Tax and Accounting Portfolio, SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Ms. Pinedo is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012), published by Practising Law Institute. Ms. Pinedo co-authored “The Approaches to Bank Resolution,” a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Ms. Pinedo contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Ms. Pinedo co-authored “The Ties that Bind: the Prime-Brokerage Regulation,” a chapter in Global Financial Crisis (Globe Law and Business, 2009) and “The Law: Legal and Regulatory Framework,” a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006).

Ms. Pinedo has been included in Best Lawyers in America, Euromoney’s Expert Guide for Capital Markets and Expert Guide for Women in Business Law, Super Lawyers, Crain’s New York Business “Forty Under 40,” Investment Dealer’s Digest “Forty Under 40” and Hispanic Business‘s “100 Most Influential Hispanics.” Ms. Pinedo has been ranked by Chambers USAas one of America’s leading capital markets-derivatives and capital markets-structured products lawyers and has been recognized as a notable lawyer for financial services regulation-broker dealer (compliance). Chambers Globalhas ranked Ms. Pinedo as one of the world’s leading lawyers (recommended in capital markets–derivatives). Ms. Pinedo has also been cited as a recommended lawyer for capital markets in the IFLR1000 Guide to Leading Lawyers, and as a recommended lawyer by The Legal 500 US for her work in capital markets: debt, equity, and global offerings, as well as structured finance and REITs. Ms. Pinedo was a recipient of the Burton Award for Legal Achievement in 2007, 2009 and 2011 which honors excellence in legal writing. Ms. Pinedo was also a winner of the 2013 Euromoney LMGAmericas Women in Business Law Awards as the Leading Lawyer in the Americas in the category of Structured Finance, which includes Derivatives.

Ms. Pinedo is a member of the American Bar Association’s Committee on the Federal Regulation of Securities, a member of the subcommittee on Disclosure and Continuous Reporting, vice-chair of the subcommittee on Securities Registration, and a member of the task force on the future of securities regulation. She has participated in the drafting committee for the ABA’s comment letters on such topics as securities offering reform, revisions to accelerated filing, smaller public company proposals, and various JOBS Act related matters. Ms. Pinedo also is a member of the ABA Committee on the Regulation of Futures and Derivatives Instruments.  Ms. Pinedo is a chair of the Structured Products Association Legal, Regulatory and Compliance Executive Committee.  She is a member of the Mortgage Bankers Association’s Mortgage REIT Council and a member of the MBA’s Secondary & Capital Markets Committee.

Ms. Pinedo is a member of the George Washington University Center for Law, Economics & Finance Advisory Board. Ms. Pinedo is a member of the Visiting Committee of the Law School of the University of Chicago. Ms. Pinedo was a member of the University of Chicago Legal Forum during her time at the University of Chicago Law School.

Website

Susan Grafton – Contributor

K. Susan Grafton counsels a wide variety of broker-dealers, including U.S. and multinational broker-dealers, full service firms, institutional and retail broker-dealers, equity and fixed income alternative trading systems, investment banking boutiques, and private placement agents as well as securities exchanges. She is ranked nationally by Chambers USA in the Broker-Dealer (Compliance) and Broker-Dealer (Enforcement) categories. Clients describe her as “a go-to attorney…especially in Regulation M issues and distribution type questions, [where] she’s very knowledgeable” (Chambers USA 2015). Market observers note that she is “very well connected in the industry, and is able to get the SEC and FINRA to be more responsive” (Chambers USA 2016).

Ms. Grafton’s practice includes representing broker-dealers in all aspects of regulatory compliance, beginning with assisting them in registering with the SEC – as alternative trading systems as well as broker-dealers – and obtaining membership in the Financial Industry Regulatory Authority (FINRA) and other self-regulatory organizations (SROs). As part of this process, she drafts all needed documents, such as written supervisory procedures, customer account documents, soft dollars and commission sharing agreements, and electronic access agreements. She also advises clients on new business initiatives and assists them in obtaining required SRO and state approvals. Similarly, she handles the regulatory approvals in connection with changes of control of broker-dealers. Ms. Grafton also advises clients on broker-dealer status questions for themselves and their employees, including compliance with the Rule 15a-6 safe harbor for foreign broker-dealers and drafts agreements and procedures related to the same.

Ms. Grafton’s practice is wide ranging and includes advising clients on regulatory issues related to nearly every aspect of a broker-dealer’s business, financial, operations and supervisory responsibilities. For example, she advises clients on compliance issues relating to Regulations ATS, NMS, SCI and SHO; sponsored access and other electronic trading issues; large trader and position reporting; suitability and standard of care issues; Regulation M and FINRA’s corporate finance rules; information barriers and insider trading; soft dollars and commission sharing arrangements; research, social media and other written communications; political contributions, outsourcing and expense sharing arrangements; the net capital and customer protection rules; cyber security and data protection issues; books-and-records requirements; and OATS and trade reporting. She is frequently consulted on strategic issues, including the implications of acquiring other financial institutions and developing compliant management and supervisory structures. Ms. Grafton has drafted firmwide and business-specific policies and procedures.

She also represents retail investment advisers, hedge fund and other private fund managers, research providers and trade associations representing the financial services industry. She has been involved in several key policy issues arising from the Dodd-Frank Act, including the uniform standard of care for broker-dealers and investment advisers, municipal advisor registration, private fund adviser registration, and compliance officer responsibilities under new CFTC rules.

Ms. Grafton frequently represents broker-dealers and investment advisers before the SEC and FINRA in connection with regulatory examinations and enforcement investigations pertaining to a wide range of issues, including most recently registration requirements; Rule 15a-6 “chaperoning” arrangements; outside business activities; best execution; markups and markdown, Regulations ATS, M, NMS and SHO; the net capital and customer protection rules; margin requirements; wrap accounts; disclosures; prospectus delivery; supervision; and marketing materials and advertising. She also regularly conducts in-house training on a variety of topics, including preparation for regulatory examinations.

Ms. Grafton has a unique combination of regulatory, in-house and law firm experience. She began her career with the SEC’s Division of Trading and Markets (formerly Market Regulation) where she was responsible for interpretations and no-action relief with respect to the net capital and customer protection rules and broker-dealer books and records requirements. She also led several significant rulemaking initiatives, including the proposal and adoption of Regulation M and amendments to Rules 10b-18, and provided regulatory exemptions and interpretations that facilitated numerous multinational securities offerings, merger transactions, and exchange offers. Subsequently, Ms. Grafton served as a vice president and associate general counsel of Goldman Sachs where she advised on a variety of strategic, regulatory compliance and operational issues related to the firm’s institutional equities sales and trading businesses. Most recently, Ms. Grafton was a partner in the broker-dealer and securities enforcement practices of a large international law firm’s Washington, D.C., and New York offices.

Website

Education

McDaniel College, B.A., 1980
Catholic University of America, Columbus School of Law, J.D., 1985
Georgetown University Law Center, LL.M., 1989

Bar Admissions/Qualifications

District of Columbia
New York
Pennsylvania (inactive)

Memberships

American Bar Association, Federal Securities Law Committee of the Section of Business Law
Former Chair, Trading and Markets Subcommittee
FINRA Corporate Financing Rules Subcommittee
Hedge Funds Subcommittee
The Association of Securities and Exchange Commission Alumni
Board of Advisors, Securities and Exchange Commission Historical Society
Securities Industry and Financial Markets Association, Legal and Compliance Division