2016 Hedge Fund General Counsel and Compliance Officer Summit
 
September 28, 2016
8:00 am - 8:50 amBreakfast and Registration
8:50 am - 9:00 amWelcome and Opening Remarks by Conference Co-Chairs
Giulianna Ruiz, Chief Compliance Officer & Counsel, Trilantic Capital Partners
Mark Sangster, Vice President and Industry Security Strategist, eSentire
Sponsored by eSentire
9:00 am - 10:00 amCurrent Trends in Fund Structuring and Negotiating Terms with Investors
Mark Proctor, Partner, Vinson & Elkins LLP
Marc Baum, General Counsel and Chief Administrative Officer, Serengeti Asset Management
Solomon Kuckelman, Head of US Legal, Man Investments
S. Dov Lando, Managing Director, General Counsel/Chief Compliance Officer, MKP Capital Management, LLC
Nicole Tortarolo, Head of Investment Structuring, UBS Hedge Fund Solutions

• Determining what type of entity should be formed
• What are practitioners seeing in the market regarding side letters, MFN provisions and other structuring issues?
• What are investors asking for? What is reasonable and to what requests should you say “no” even, when dealing with a substantial investment?
• Co-investment considerations

Sponsored by Vinson & Elkins LLP

10:00 am - 11:00 amThe Latest Marketing Regulatory Issues
Kevin P. Scanlan, Partner, Kramer Levin Naftalis & Frankel LLP
George Chang, Senior Vice President, Legal Department, D. E. Shaw & Co, LP
Michael Neus, Managing Partner and General Counsel, Perry Capital LLC
John Herbert Roth, General Counsel and Chief Compliance Officer, Venor Capital Management LP

• Marketing materials: Offsetting the differences between creative solutions versus the need to comply with regulatory rules
• Should marketing executives who are selling funds for traditional managers register as broker dealers? Will this be enforced?
• Launching new products: Dos and Don’ts for establishing a track record that can be marketed

Sponsored by Kramer Levin Naftalis & Frankel LLP

11:00 am - 11:30 amNetworking Break
11:30 am - 12:30 pmHow to Effectively Use Compliance Consulting Firms
Guy F. Talarico, Founder and Chief Executive Officer, Alaric Compliance Services, LLC
David Charnin, Managing Director, General Counsel and Chief Compliance Officer, Strategic Value Partners
Adam I. Gehrie, General Counsel & Chief Compliance Officer, Gresham Investment Management LLC
Cameron Iraj, Chief Compliance Officer and Regulatory Counsel, Fiera Capital Inc.

• Understanding OCIE’s Risk Alert: Examinations of Advisers and Funds that Outsource their Chief Compliance Officer
• What services and functions are managers choosing to outsource?
• Conducting mock audits, risk assessments and annual reviews with a third-party compliance firm
• Where is the line as to what you can and cannot actually outsource? What is the SEC perspective?
• Balancing what is practical to have an outside provider perform versus what actions need to be done internally; how do the two collaborate?
• Issues with retaining services through law firms for privilege purposes

Sponsored by ALARIC Compliance Services, LLC

12:30 pm - 1:30 pmLuncheon

1:30 pm - 2:30 pmOCIE Cybersecurity and Other Market-wide Risks
Warren Finkel, Managing Partner, ACE IT Solutions
Leonard Bailey, Special Counsel for National Security, Computer Crime & Intellectual Property Section, US Department of Justice
Brad Carpenter, Supervisory Special Agent, New York Office Cyber Division, Federal Bureau of Investigation
Mark Klein, General Counsel and Chief Compliance Officer, Marketfield Asset Management LLC
Moshe Luchins, Chief Compliance Officer and Deputy General Counsel, Zweig-DiMenna Associates LLC

• Cybersecurity
Define and review the guidance of the Cybersecurity Information Sharing Act of 2015 as it relates to Non-Federal Entities 
• OCIE guidelines and the continuing evolution of best practices
• Non-US regulatory guidelines

Sponsored by ACE IT Solutions
2:30 pm - 3:00 pmNetworking Break
3:00 pm - 4:00 pmCFTC/NFA Exams and Regulatory Issues for Dually Registered Firms
Stephen M. Humenik, Of Counsel, Covington & Burling LLP
Patricia L. Cushing, Director, Compliance, National Futures Association
Lenel Hickson, Jr., Deputy Regional Counsel, Division of Enforcement, US Commodity Futures Trading Commission (CFTC)
Tom Lloyd, General Counsel, Campbell & Company

• What are the differences between the OCIE and NFA exam programs? 
• What are the key NFA questions and areas of focus that traditional hedge fund managers perhaps haven’t thought of in the past?
• How have NFA exams changed in recent years?
• Preparation tips and best practices
• What has the CFTC gleaned from the hedge fund industry as more managers register and get examined?
• CFTC’s Proposal Rule: Regulation AT
4:00 pm - 5:00 pmBest Practices for Managing Exams and Addressing Parallel Investigations
Derrelle Janey, Partner & Practice Leader, Civil Litigation, Securities and Regulatory Group, Gottlieb & Janey, LLP
Panayiota (“Toula”) K. Bougiamas, Assistant Regional Director, Division of Enforcement, Asset Management Unit, US Securities and Exchange Commission
James Capezzuto, Chief Compliance Officer, Oppenheimer Asset Management
Robert C. Gottlieb, Managing Partner, Gottlieb & Janey, LLP
Bruce Karpati, Managing Director, Global Chief Compliance Officer, KKR

• What topics have arisen during the most recent exams?
• How should they be addressed?
• Understanding what to expect and how to prepare 

Sponsored by Gottlieb & Janey, LLP 

5:00 pm - 6:00 pmCocktail Reception

September 29, 2016
8:15 am - 8:55 amBreakfast and Registration
8:55 am - 9:00 amWelcome Back from Conference Co-Chairs
Giulianna Ruiz, Chief Compliance Officer & Counsel, Trilantic Capital Partners
Mark Sangster, Vice President and Industry Security Strategist, eSentire
Sponsored by eSentire

9:00 am - 10:00 amFull Disclosure: Understanding How to Adequately Communicate with Investors to Avoid Enforcement Actions
Julie M. Riewe, Partner, Debevoise & Plimpton, LLP
Mimi Gross, General Counsel , Clough Capital Partners LP
Irshad Karim, Counsel and Compliance Officer, Lion Point Capital
Colleen Lynch, General Counsel and Chief Compliance Officer, Coatue Management
Steven A. Yadegari, Chief Operating Officer and General Counsel, Cramer Rosenthal McGlynn, LLC

• Disclosure best practices for:
   - Conflicts
   - Fees
   - Management changes
• Selective disclosure; Risk aggregating services
• Dealing with investors who object to language revisions made to meet disclosure requirements
• What are the risks of providing different levels of disclosure to different investors? How do you weigh what should be disclosed to whom?

Sponsored by Debevoise & Plimpton, LLP

10:00 am - 11:00 amSteps for Winding down a Fund: Determining When it’s Time and What to Do
Patricia Arciero-Craig, General Counsel & Secretary, Gleacher & Company, Inc.
Cynthia A. Marian, Esq., Head of Legal and Compliance, Marto Capital LP
Finbarr O'Connor, Managing Director, Private Funds Advisory Practice Leader, Berkeley Research Group, LLC
Michael R. Schwenk, General Counsel & Chief Compliance Officer, NWI Management LP

Whether it is due to a decrease in AUM, poor performance or regulatory enforcement, this session is geared to walk you through the necessary steps to be taken when it’s time to close a fund. Discussion topics include:
• Criteria for deciding to shut down:
   - Scenario 1: Drop in AUM
   - Scenario 2: Performance-related
   - Scenario 3: Regulatory issues
• Operational considerations
   - How do you continue to run the business?
   - What needs to be done before shutting down?
   - Which employees are essential for staying on to help wind down the fund/firm?
• Investor relations
   - What should be disclosed to investors and how soon should this be done?
   - How do your interactions with investors change?
• The role of the Board of Directors and outside counsel

Sponsored by Berkeley Research Group
11:00 am - 11:30 amNetworking Break
11:30 am - 12:30 pmRecent Trends in Hedge Fund Litigation
Michael Hanin, Partner, Kasowitz, Benson, Torres & Friedman LLP
Susanne V. Clark, Senior Managing Director and General Counsel, Centerbridge Partners, L.P.
Reuben Kopel, General Counsel, Owl Creek Asset Management
Kenneth Nick, General Counsel and Chief Compliance Officer, Waterfall Asset Management, LLC
David Rosner, Partner and Co-Chair, Creditors’ Rights and Bankruptcy Practice, Kasowitz, Benson, Torres & Friedman LLP

Our panel will highlight various areas in which investment funds are using affirmative litigation to support their investments and generate alpha, and discuss factors that General Counsel should consider when evaluating, preparing for, pursuing and financing litigation.

Sponsored by Kasowitz, Benson, Torres & Friedman LLP
12:30 pm - 1:30 pmLuncheon
1:30 pm - 2:30 pmInsider Trading Bulletin: A View from the Trenches
Marc P. Berger, Partner, Ropes & Gray LLP
David A. Chaves, White Collar Coordinator/Complex Crimes, Federal Bureau of Investigation
Christopher P. Conniff, Partner, Ropes & Gray LLP
Daniel R. Margolis, General Counsel, Ellington Management Group
Brian Meyer, General Counsel, Fir Tree Partners

In this session, our panel provides real-life examples of what happens when firms don’t take all the necessary precautions to ensure that there are not incidents of insider trading. Discussion topics include:
• Update on the latest high-profile cases: Salman, Newman, Payton
• Expert networks
• Use of consultants and specialists
• Political intelligence firms

Sponsored by Ropes & Gray LLP
2:30 pm - 3:30 pmCase Study: Claymore Holdings, LLC v. Credit Suisse AG, et al.
Scott B. Ellington, General Counsel and Chief Legal Officer, Highland Capital Management, L.P.
William T. Reid, IV, Partner, Reid Collins & Tsai LLP
Lisa S. Tsai, Partner, Reid Collins & Tsai LLP

In this in-depth case study, attendees hear from the key players who won a $287.5 million judgment against Credit Suisse. Claymore Holdings, LLC, an affiliate of Highland Capital Management, LP, sued Credit Suisse AG and Credit Suisse (USA) Securities LLC in connection with a $540 million loan refinancing transaction to the developers of the Lake Las Vegas residential and resort property that was arranged and syndicated by Credit Suisse. Claymore alleged that Credit Suisse fraudulently induced certain Highland Capital funds to invest $250 million and breached its contractual duties as the administrative agent by approving an unreasonable and grossly inflated appraisal of the Lake Las Vegas development. Following a three-week jury trial on the fraudulent inducement claim, and another three-week bench trial on the breach of contract and remaining tort claims, the court entered a judgment against Credit Suisse for $287.5 million in September 2015—one of the largest judgments in the country last year. Our panelists will discuss the underlying facts and law in the case, their experience in taking on a global investment bank, and important strategy calls that led to their success.

Sponsored by Reid Collins & Tsai LLP
3:30 pm - 4:30 pmLegal Ethics for Hedge Fund Counsel during and After a Crisis
Stephen A. Weisbrod, Founding Partner, Weisbrod Matteis & Copley PLLC
Helen V. Cantwell, Partner, Debevoise & Plimpton, LLP
Sarah Coyne, Partner, Debevoise & Plimpton, LLP
Wendy B. Millman, Claims Consultant , Hartford Financial Products
Karen L. Shapiro, Chief Compliance Officer, ZAIS Group, LLC

Join us as our panel reviews a realistic hypothetical problem involving a hedge fund and its officers, in-house counsel and compliance personnel as they deal with compliance, regulatory and ethical matters in real time.

Sponsored by Weisbrod Matteis & Copley PLLC

4:30 pmConference Adjourns