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SIFMA C&L 2025 Annual Seminar

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Morrison Foerster partners Haima Marlier, Edward Imperatore, Rhys Bortignon, and Derek Steingarten will lead the session “The...

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Morrison Foerster partners Haima Marlier, Edward Imperatore, Rhys Bortignon, and Derek Steingarten will lead the session “The Future of Digital Assets: Legal Insights and Regulatory Challenges for Tokenized Finance” at SIFMA’s Compliance & Legal Annual Seminar in Austin on Tuesday, March 25, 2025, at 1:40 p.m. CT. This Lunch & Learn session will explore the rapidly evolving legal and regulatory landscape surrounding digital assets, addressing key topics including the tokenization of registered funds, custody and compliance hurdles in digital asset investments, how to mitigate securities and commodities enforcement, and the implications of emerging securities litigation trends.SIFMA's C&L Annual Seminar is the preeminent meeting place for compliance and legal professionals in financial services. For more information and registration, visit the <a href="https://events.sifma.org/cl-annual" target="_blank">event website</a><hr>

SIFMA C&L 2025 Annual Seminar

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Haima Marlier is a partner in Morrison Foerster’s Investigations + White Collar Defense Group and co-chairs both its Fintech and Securities Enforcement practices. Drawing on her experience as a former Securities and Exchange Commission (SEC) senior trial counsel, Haima represents public and private companies, financial services providers, and executives, directors, and other individuals in SEC, Commodity Futures Trading Commission (CFTC), Financial Industry Regulatory Authority (FINRA), state securities regulator, and internal investigations, as well as in related litigation. She has more than 20 years of experience litigating in federal, state, and administrative courts, leading complex negotiations, and representing her clients in mediation. She also counsels clients regarding securities enforcement developments, trends, and risk mitigation.Before joining the firm, Haima spent nearly a decade in the SEC’s Division of Enforcement. While at the SEC, Haima served as lead counsel on a number of prominent enforcement litigations and investigations involving public companies, registered investment advisers, broker-dealers, banks, and individuals in matters arising under the federal securities laws. She has also worked closely with foreign securities regulators, numerous U.S. attorneys’ offices, and FINRA.Haima is a member of Law360’s Securities Editorial Board, serves on the advisory board of Securities Docket, and is on the Board of Trustees of the SEC Historical Society. She mentors Penn State students of color who aspire to become lawyers and is a member of the board of directors of, and a volunteer running coach for, Girls on the Run New Jersey, a nonprofit dedicated to inspiring girls to recognize their inner physical and emotional strengths. She maintains an active pro bono practice.Haima has been recognized by Chambers USA for Securities Regulation: Enforcement and Crypto-Asset Disputes; Crain’s New York Business’s Notable Women in Law and Notable Diverse Leaders in Law; The Legal 500 US as a recommended lawyer in Securities Litigation: Defense, Investigations and White Collar Criminal Defense, and Fintech; Securities Docket’s Enforcement Elite; and the New York Law Journal for her efforts in the diversity and inclusion space.Haima received her J.D. from Boston College Law School and her B.A. from The Pennsylvania State University.<h4>Representative Experience</h4><h5>Cybersecurity</h5><ul><li>Successfully resolved an SEC investigation into a global technology solutions company’s cybersecurity risk disclosures and disclosure controls, policies, and procedures, with an acknowledgment by the SEC of the client’s significant remediation and cooperation.</li><li>Representing a global tech service management company in an SEC inquiry into its cybersecurity incidents and disclosures.</li><li>Represented numerous public companies and other clients in the SEC’s SolarWinds cybersecurity enforcement sweep.</li><li>Advising numerous public companies and SEC-registered firms on the efficacy of their cybersecurity disclosure controls and procedures and the materiality of cybersecurity incidents.</li><li>Represented a major technology company in an internal investigation into its cybersecurity statements and controls, policies, and procedures.</li></ul><h5>Fintech & Crypto</h5><ul><li>Represented a nonprofit foundation supporting a major blockchain, as well as two of its senior individuals, in an SEC investigation, with a complete termination letter issued by the SEC.</li><li>Successfully resolved an SEC crypto investigation into anti-money laundering and other compliance and monitoring programs on behalf a former senior bank executive.</li><li>Representing a leading cryptocurrency exchange platform in responding to SEC, CFTC, and state attorney general subpoenas and other requests for information.</li><li>Obtained a successful federal court settlement for a venture capital fund in a securities class action concerning an unregistered digital token offering.</li><li>Advising numerous Fintech companies, from startups to mature organizations, on securities enforcement compliance best practices and enforcement risk mitigation.</li><li>Represented a private investor in an SEC investigation related to a reverse merger involving a cryptocurrency company with no action taken by the SEC.</li></ul><h5>Artificial Intelligence</h5><ul><li>Representing a major tech company in an SEC investigation focused on AI-related disclosures and policies.</li></ul><h5>Accounting & Financial Reporting</h5><ul><li>Represented the former Chief Operations Officer of a major NASDAQ-listed food distributor in SEC and special committee investigations, with a complete termination letter issued by the SEC, as well as in related Delaware Court of Chancery litigation, which was favorably resolved.</li><li>Successfully resolved SEC and special committee investigations into related-party transaction disclosures and accounting issues, as well as related shareholder litigation, on behalf of a former CEO of a NASDAQ-listed company.</li><li>Represented an audit committee of a public company in an internal investigation resulting from a whistleblower complaint alleging accounting and disclosure issues.</li><li>Represented a leading public company in an internal investigation resulting from a whistleblower complaint alleging accounting and disclosure issues.</li></ul><h5>Other Securities Enforcement Matters</h5><ul><li>Represented the former CEO of a major company listed on the New York Stock Exchange in an SEC insider trading investigation with no action taken by the SEC.</li><li>Represented an individual in an SEC investigation concerning the “pay-to-play” rule.</li><li>Represented a private investment fund in a COVID-19 related SEC insider trading investigation with no action taken by the SEC.</li><li>Represented a broker-dealer in a for-cause FINRA examination into anti-money laundering and other issues.</li><li>Represented a leading international company in government investigation into pharmaceutical drug pricing.</li><li>Represented a biotech company in a Massachusetts Securities Division investigation concerning securities registration exemptions and representations to investors regarding securities registration with no action taken by the state regulator.</li><li>Obtained a successful resolution for a pre-IPO biotech company in a wrongful termination lawsuit brought by a co-founder and former CEO terminated by the board of directors.</li><li>Represented the SEC in all stages of federal and administrative proceedings, including at trial and on appeal, in matters involving violations of the federal securities laws.</li></ul>

Haimavathi Marlier

Partner

Edward is a former Assistant United States Attorney for the Southern District of New York (SDNY). He represents companies, financial institutions, boards, and executives in internal and government investigations and parallel regulatory and civil litigation. He is experienced in all aspects of white collar crime, including securities and commodities fraud, accounting fraud, insider trading, market manipulation, corporate fraud, digital currency crime, cybercrime, and violations of the Foreign Corrupt Practices Act (FCPA). Edward is frequently recognized by leading industry publications such as Chambers USA where he is ranked as an “Up and Coming” lawyer in the Litigation: White Collar Crime & Government Investigations – New York category, where he is noted to be, “smart, hard-working and sophisticated in his factual and legal analysis.” He is also recommended by The Legal 500 US for Dispute Resolution: Corporate Investigations And White Collar Criminal Defense, where he is described as, “one of the most experienced FCPA and securities prosecutors to come out of the government.”During his tenure at SDNY, Edward was a senior member of the Securities & Commodities Fraud Task Force and also handled FCPA matters, including three of the largest-ever FCPA criminal resolutions. He is an accomplished trial attorney who tried more than a dozen jury trials to verdict as an Assistant U.S. Attorney. Among his trials were 10 complex, multi-week white collar trials, including six trials in the SDNY’s Securities Fraud Unit, all of which resulted in convictions. He also argued 11 appeals in the U.S. Court of Appeals for the Second Circuit. Edward is a recipient of the Assistant Attorney General’s Exceptional Service Award.Edward is frequently published and quoted by financial publications and media outlets on white collar and securities law developments including The Wall Street Journal, Bloomberg, Law360, New York Law Journal, and Law.com, among others. He is also a member of the Federal Bar Council, Federal Criminal Practice Committee, and the New York City Bar, White Collar Crime Committee.Prior to joining Morrison Foerster and SDNY, Edward served as a law clerk to the Honorable Robert A. Katzmann on the U.S. Court of Appeals for the Second Circuit and the Honorable Lewis A. Kaplan on the U.S. District Court for the SDNY and was a litigation associate at two prominent New York law firms.Edward graduated magna cum laude in the top one percent of his class from Georgetown University Law Center, where he was a senior editor of the Georgetown Law Journal and elected to the Order of the Coif. Edward earned his B.A. magna cum laude with distinction in History from Amherst College.<h4>Representative Experience</h4><h5>Defense Experience</h5><ul dir="ltr"><li>Representation of a technology company in a multi-agency federal criminal investigation involving allegations of illegal gratuities, which included advising the company on remedial actions related to internal controls. The DOJ and SEC took no action against our client.</li><li>Representation of a company in conducting an internal investigation into alleged tax and accounting issues, which included counseling the Audit Committee of the Board of Directors on matters of corporate governance, including internal controls over financial reporting.</li><li>Representation of a multinational consulting firm in a cross-border investigation into allegations of bribery and corruption in South Africa, which involves investigations on multiple continents by DOJ and the National Prosecuting Authority in South Africa, parliamentary inquiries, and a Judicial Commission of Inquiry in South Africa.</li><li>Representation of a multinational, publicly traded global Fortune 500 company before DOJ, SEC, and a multilateral organization in investigations of allegations of foreign bribery and corruption.</li><li>Representation of senior executives of a public company in a DOJ and SEC accounting fraud investigation. The DOJ and SEC took no action against our clients.</li><li>Representation of a senior executive of a public company in a DOJ and SEC insider trading investigation. The DOJ and SEC took no action against our client.</li><li>Representation of a former executive of a global investment bank charged by DOJ with alleged FCPA and money laundering offenses arising from financing transaction in Africa and Europe.</li><li>Representation of senior executive of national bank in multiple investigations by federal and state regulators and law enforcement, including SEC, DOJ, the Federal Deposit Insurance Corporation, and the Financial Industry Regulatory Authority, and in civil class-action lawsuits alleging violations of the federal securities laws. </li></ul><h5>Government Experience</h5>Representative corporate and FCPA investigations include:<ul><li>Secured three of the 10 largest FCPA criminal resolutions, resulting in nearly $3 billion in penalties, including the then-largest FCPA criminal penalty.</li><li>FCPA prosecution of an Uzbekistan official for receiving bribes of $865 million, the largest bribe ever charged against an individual FCPA defendant.</li><li>Secured a $900 million criminal resolution with a major automotive manufacturer to resolve charges relating to an ignition switch defect.</li></ul>Representative white collar investigations and trials include:<ul dir="ltr"><li>One-month accounting fraud trial during the COVID-19 pandemic against the CEO and COO of a public biomedical company for fraudulently inflating revenue.</li><li>Three-week accounting fraud trial against the CFO of a prominent public real estate investment trust for manipulating non-GAAP earnings metrics.</li><li>One-month securities and investment advisor fraud trial against a film producer for a complex scheme involving a New York hedge fund.</li><li>Two-week insider trading and securities offering fraud trial against an investment fund owner.</li><li>Two-week insider trading trial against a Wall Street analyst.</li><li>Six-week securities fraud trial against a law partner for a $2 billion accounting fraud scheme at Refco, a former New York broker of commodities and futures contracts.</li><li>Three-week Racketeer Influenced and Corruption Organizations Act trial against a payday lender for a $220 million fraud.</li><li>Investigation of a prominent antivirus software founder for securities and commodities fraud offenses arising from false and misleading cryptocurrency promotions.</li></ul>

Edward Imperatore

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.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.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. 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. 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.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.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. Rhys is admitted to practice law in New York, England & Wales, and New South Wales, Australia.<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>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:<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>

Rhys Bortignon

Co-Head of Securities + Derivatives Regulatory Solutions

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.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.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. Derek is recognized in Chambers most recent legal ranking guides including Chambers Global 2025 and Chambers USA 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.” <h4>Representative Experience</h4><ul><li>Rothschild & Co. in connection with the sale of two asset management units to a subsidiary of Wintrust Financial Corporation.</li><li>A global wealth manager, in a negotiated acquisition of a diversified asset management and fund advisory business.</li><li>Brooklyn Investment Group, a tech-enabled wealth management firm, in connection with its sale to Nuveen, a global asset manager.</li><li>Burgundy Asset Management Ltd., a leading independent wealth manager, in connection with the U.S. aspects of its negotiated sale agreement to Bank of Montreal (BMO).</li><li>Focus Financial Partners, Inc. 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 multi billion dollar private equity sponsor in its structuring and initial RIA acquisition transaction.</li><li>Prime Quadrant Corp. in its acquisition of Beekman Wealth Advisory, LLC.</li><li>Hightower Advisors, LLC 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>

SIFMA C&L 2025 Annual Seminar

25 Mar 2025 1:40 PM - 2:40 PM CDT