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Securities + Derivatives Regulatory Solutions

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MoFo’s Securities and Derivatives Regulatory Solutions team brings together lawyers with decades of subject matter experience across a full range of regulatory matters and related compliance issues arising in the global securities, commodities, and derivatives markets.

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Case Studies

Navigating Retail Access: Interval Funds, BDCs & the Evolving Alternatives Landscape

ABA Derivatives and Futures Law Committee Meeting

GenAI Considerations for CFTC Registrants

Key Updates Since the White House Crypto Report

ISDA Masterclass: Derivatives Documentation

MoFo's Securities and Derivatives Regulatory Solutions Seminar and Networking Event

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SEC and CFTC Announce Joint “Project Crypto” Initiative and Signal Coordinated Regulatory Push for Digital Asset Markets

SEC Staff Statement on Tokenized Securities – Innovation as a Regulated Evolution

U.S. SEC Staff Issues Long-Awaited Crypto Asset Securities Guidance for Carrying Broker-Dealers

U.S. SEC Further Delays Compliance Dates for Institutional Money Manager Short Sale and Securities Lending Reporting Rules

CFTC Announces Launch of First Leveraged Spot Cryptocurrency Listed on a CFTC-Regulated Exchange

SEC Staff Issues Relief for Registered Representatives Using Unregistered PSEs to Receive Transaction-Based Compensation

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<p>Kelley Howes is co-chair of the Investment Management Group, co-head of the Securities + Derivatives Regulatory Solutions team, and managing partner of the firm’s Denver office.</p><p>Kelley has over 30 years’ experience advising U.S. registered investment companies (including mutual funds, exchange traded funds, and interval funds), business development companies, registered investment advisers, and exempt reporting advisers on a wide range of legal, regulatory, and compliance matters. She also counsels clients regarding investment company status matters under the Investment Company Act.</p><p>Recognized as a go-to counsel for independent fund trustees, Kelley frequently advises registered funds and their trustees on corporate governance, compliance, and regulatory matters, mergers and reorganizations, and regulatory examination and enforcement matters.</p><p>Kelley is consistently recognized as a top advisor in <em>Chambers USA</em> and <em>Chambers Global</em>, receiving multiple distinctions for Registered Funds. She has also been recognized in the Finance: Fintech category of <em>The Legal 500 US</em> awards.</p><p>Prior to joining Morrison Foerster, she served as executive vice president and general counsel of Janus Capital Group Inc., a NYSE-listed global asset management holding company. She also previously served as senior vice president and general counsel of Janus Capital Management LLC, a U.S. registered investment advisory subsidiary of Janus Capital Group, and as president of the Janus funds and president of Janus Distributors LLC.</p><p>Kelley previously served as a director of Young Americans Bank/Young Americans Center for Financial Education, ICI Mutual Insurance Company, and the Denver Metro Chamber of Commerce.</p>

Kelley Howes

Co-Chair of Investment Management Group

<p>Val Dahiya is a partner in the firm’s Broker-Dealer Compliance + Regulation and Capital Markets practice groups, Co-Head of its Securities + Derivatives Regulatory Solutions team, and Co-Lead of the firm’s Digital Assets practice within the Fintech Group.</p><p>Val advises financial services clients on complex compliance, regulatory, and transactional matters arising under U.S. Securities and Exchange Commission (SEC) and Financial Institution Regulatory (FINRA) jurisdiction. She has nearly two decades of experience in advising on securities market infrastructure, including over 10 years of work history at the SEC and three years at FINRA.</p><h4 dir="ltr">Professional Experience: SEC and FINRA </h4><p>Prior to joining Morrison Foerster, Val chaired the securities trading and markets practice and served as office managing partner at another international law firm. Before that, she served as the Washington, D.C. Branch Chief in the Office of Trading Practices in the Division of Trading and Markets at the SEC, where she provided analysis and recommendations on complex legal and policy issues related to the securities industry, including the application of Exchange Act rules and regulations to emerging areas such as cryptocurrencies and digital assets. Val’s counsel was essential in shaping SEC policies and ensuring their consistent application across the evolving financial landscape. </p><p>Prior to this, Val’s responsibilities as Special Counsel in the Division of Trading and Markets included providing essential guidance on securities regulation compliance, including the Commission’s financial integrity and regulatory programs for broker-dealers and securities exchanges. Val also worked closely with the Divisions Office of Market Supervision reviewing self-regulatory organization (SRO) rule filings.   </p><p>In her capacity as Attorney/Senior Counsel in the Division of Examinations, Broker-Dealer Group, Val led comprehensive examinations and inspections of broker-dealers and dually registered entities, ensuring compliance with federal securities laws and SRO rules. Her responsibilities also extended to preparing enforcement referral memoranda and assisting the Enforcement Division in complex trading cases. </p><p>While at the SEC, Val also worked extensively on issues related to trading practices, including market making, ETFs, direct market or sponsored access, when-issued securities, and trading in the grey markets.</p><p>Prior to her tenure at the SEC, Val worked at FINRA (formerly NASD), where she conducted reviews and investigations of broker-dealer activities, identified violations of relevant regulations, and made disciplinary recommendations. Her work at FINRA involved analyzing trading activity for irregularities and patterns indicating violative conduct.</p><p>Collectively, this experience informs Val’s counsel on the highly complex regulatory issues associated with broker-dealer, transfer agent, clearing agency, exchange and Alternative Trading System (ATS) operations, registration requirements, and compliance.</p><h4 dir="ltr">Capabilities</h4><p>Val also advises clients in the distributed ledger technology space that are seeking to understand the potential securities regulatory implications. Her practice ranges from product counseling all the way through to counseling on complex compliance and regulatory issues.</p><p>Other areas Val is particularly well qualified to advise on include:</p><ul dir="ltr"><li dir="ltr">broker-dealer compliance issues relating to Regulations ATS, NMS, M, SCI, and SHO, as well Rules 15c2-11, 15c3-5, and 15c3-3;</li><li dir="ltr">Regulation BI and standard of care issues;</li><li dir="ltr">books-and-records requirements;</li><li dir="ltr">large trader and position reporting;</li><li dir="ltr">forex trading;</li><li dir="ltr">market access and other electronic trading issues;</li><li dir="ltr">information barriers and insider trading;</li><li dir="ltr">soft dollars and commission sharing arrangements;</li><li dir="ltr">the net capital and customer protection rules; and</li><li dir="ltr">cybersecurity and data protection issues.</li></ul><h4 dir="ltr">Leadership</h4><p>Val is a member of the Nasdaq Exchange Review Council for each of Nasdaq’s six exchanges. Prior to joining Morrison Foerster, Val served as office managing partner at another international law firm.  </p>

Val Dahiya

Co-Head of Securities + Derivatives Regulatory Solutions

<p>Derek Steingarten is a partner in Morrison Foerster’s New York office, co-chair of the firm’s Investment Management Group, and co-head of the Securities + Derivatives Regulatory Solutions team. He also serves on the global Environmental, Social, and Governance (ESG) steering committee at Morrison Foerster.</p><p>Derek has 25 years of experience advising a wide range of registered and private fund sponsors and other institutional asset managers. He counsels clients on the fund formation, capital raising, marketing, and compliance needs of hedge funds, private equity funds, private credit funds and fund of funds, sub-advised funds, bank collective funds, institutional separate accounts, managed account platforms, mutual funds, ETFs, and other registered vehicles, such as interval funds and BDCs. His broad experience allows him to advise clients on regulatory and transactional issues in a way that is tailored to the lifecycles of their businesses and financial product offerings. This includes managing regulatory and governance issues under the Investment Company Act, the Investment Advisers Act, and other U.S. federal securities laws, including SEC examinations, investigations, regulatory enforcement, and disputes.</p><p>Asset managers regularly engage Derek as an active partner in transaction negotiations and due diligence for wealth management industry acquisitions, lift-outs, and strategic combinations and restructurings. He has extensive experience with state- and federal-chartered trust companies and their specialized role within the wealth management industry. </p><p>Derek is recognized in <em>Chambers most recent legal ranking guides including Chambers Global 2025 and Chambers USA</em> 2024 nationwide, with clients noting that he “offers quality business-oriented counsel and unfailing responsiveness” and that he is “thoughtful and clear in his advice.” </p><h4>Representative Experience</h4><ul><li><strong>Rothschild & Co.</strong> in connection with the sale of two asset management units to a subsidiary of Wintrust Financial Corporation.</li><li>A <strong>global wealth manager</strong>, in a negotiated acquisition of a diversified asset management and fund advisory business.</li><li><strong>Brooklyn Investment Group</strong>, a tech-enabled wealth management firm, in connection with its sale to Nuveen, a global asset manager.</li><li><strong>Burgundy Asset Management Ltd.</strong>, a leading independent wealth manager, in connection with the U.S. aspects of its negotiated sale agreement to Bank of Montreal (BMO).</li><li><strong>Focus Financial Partners, Inc.</strong> in its acquisition of the cross-border wealth advisory business of Cardinal Point Capital Management Inc. and Cardinal Point Wealth Management, LLC.</li><li>A <strong>multi billion dollar private equity sponsor</strong> in its structuring and initial RIA acquisition transaction.</li><li><strong>Prime Quadrant Corp.</strong> in its acquisition of Beekman Wealth Advisory, LLC.</li><li><strong>Hightower Advisors, LLC</strong> in connection with its acquisition and integration of various businesses with multi-billion dollar AUM businesses with complex client account, fund and ETF relationships.</li></ul>

Derek Steingarten

<p>Rhys Bortignon is a partner in Morrison Foerster’s Capital Markets practice, based in New York. Rhys’ practice focuses on derivatives and structured products. He is a member of the firm’s Derivatives, Commodities + Structured Products practice group and Co-Head of its Securities + Derivatives Regulatory Solutions team.</p><p>With a focus on practical and commercial solutions, Rhys provides counsel to a diverse range of U.S. and international clients, from both the buy side and sell side, including corporates, investment banks, commercial banks, private equity, funds, investment managers, and sovereigns. Rhys offers strategic guidance to his clients from both a transactional and a regulatory perspective and navigates complex cross-border issues with proficiency, providing pragmatic advice to clients operating globally.</p><p>Rhys’ experience spans the spectrum of derivative transactions across asset classes, including rates, foreign exchange, credit, equity, digital assets, and commodities. He also frequently advises on margin loans, repo and securities lending transactions, the hedging components of project and corporate financings, as well as various structured products. </p><p>Rhys is well-versed in U.S. derivatives legal and regulatory matters under the Dodd-Frank Act, the Commodity Exchange Act, and the Securities Exchange Act as well as related CFTC, SEC, and prudential regulation, including the regulation of security-based swaps, swaps, futures and options as well as security-based swap dealers, futures commission merchants, introducing brokers, swap dealers, commodity pool operators, commodity trading advisors, and exchanges and clearing organizations. </p><p>Rhys advises on leading-edge issues in the derivatives space, such as AI, digital assets, distributed ledger technologies (including DeFi), energy transition matters, and sustainability-linked transactions. He frequently authors thought leadership pieces on current and proposed derivatives regulations in the United States.</p><p>Rhys sits on the Board of Directors of the LGBT Bar Association of New York, a voluntary professional organization dedicated to ensuring full equality for members of the LGBTQ+ community, promoting the advancement of LGBTQ+ legal professionals, and serving the larger community through various pro bono initiatives.</p><p>Prior to joining the firm, Rhys was counsel at another international law firm in New York. He also gained experience as an associate at leading law firms in London and Sydney. </p><p>Rhys is admitted to practice law in New York, England & Wales, and New South Wales, Australia.</p><h4>Representative Experience</h4><h5>Securitizations</h5><ul><li>Advised a global vehicle rental and leasing company with respect to its derivatives transactional and regulatory matters, including in connection with its international securitization platform and related financing activities</li></ul><h5>Equity Derivatives</h5><ul><li>Represented a leading geothermal company engaged in recovered energy generation in connection with its Rule 144A private offering of green convertible senior notes and the negotiation and execution of the associated capped call transactions with various dealer counterparties</li><li>Represented a data security and analytics pioneer in connection with its private Rule 144A offering of convertible senior notes, and the negotiation and execution of the associated capped call transactions with various dealer counterparties</li><li>Represented the initial purchasers and the capped call transaction counterparties in a digital sports betting and gaming platform’s offering of convertible senior notes, including the negotiation and execution of the associated capped call transactions</li><li>Represented a major South American mobile telecoms operator on its derivatives trading documentation in connection with its high-yield bond tap issuance</li><li>Represented the sole bookrunner in connection with the offering of a leading player in the global snack arena’s guaranteed zero-coupon exchangeable bonds and associated derivatives elements</li></ul><h5>Lending + Finance</h5><ul><li>Represented an international specialty finance company in connection with its global funding structure, which included: a notes offering; a consent solicitation of the holders of multiple preexisting issuances of notes; an amended multi-currency revolving credit facility; and the amendment and restatement of the company’s private placement notes purchase agreement</li><li>Represented a portfolio company of a Canadian asset management firm in connection with its entrance into a warehouse facility intended to finance a portfolio of consumer home rental contracts</li></ul><h5>Business Restructuring + Insolvency</h5><ul><li>Represented an operator of power infrastructure in the United States and its applicable debtor subsidiaries in connection with the consummation of the strategic transactions contemplated by the company’s chapter 11 plan of reorganization and provided assistance with the completion of its restructuring. The plan of reorganization entailed, among other components: the infusion of new equity capital pursuant to a common equity rights offering; a revolving credit facility; a Term Loan B credit facility; a Term Loan C credit facility; and a bilateral line of credit, as well as full repayment of the company's formerly existing first-lien funded debt and the consensual equitization of all of the company’s formerly existing unsecured notes. Representation included the drafting and negotiation of the foregoing debt financing transactions (including implementing intercreditor and first-lien security arrangements for derivative counterparties) and the renegotiation and implementation of commodity derivative documentation with several counterparties.</li></ul><h5>Project Finance</h5><p>Advised on the derivatives transactional and regulatory aspects of several high-profile project financing matters, including drafting and negotiation derivatives documentation, structuring hedging trades, and advising on intercreditor and other related matters:</p><ul><li>Represented a group of 13 commercial banks in connection with a non-recourse senior secured financing of the redevelopment of multiple terminals of a major global airport in the United States</li><li>Represented a group of international commercial banks in connection with a non-recourse financing of a wind project in Brazil</li><li>Represented a group of international banks as lenders and issuing banks in connection with the non-recourse first- and second-lien project financings of a wind farm and a solar power plant in Chile</li><li>Represented a leading private equity firm specializing in the energy industry in connection with a senior secured facility to finance the development, operation and maintenance of certain assets in the United States</li></ul><h5>M&A</h5><ul><li>Represented a leading private equity firm specializing in the energy industry in its sale of one of the premier independent utility-scale energy storage and renewable energy platforms in the United States to a French multinational utility company</li></ul>