Rule 206 (4)-8: New Anti-Fraud Rule Event

Sarah A. Bessin is an Assistant Chief Counsel in the SEC's Division of Enforcement, in which position she focuses on investment management issues as they relate to the activities of the Division of Enforcement. Prior to joining the Division of Enforcement, Ms. Bessin was an Associate with the law firm of Shearman & Sterling LLP in Washington, D.C. in the firm's asset management practice. Between 1994 and 1998, Ms. Bessin served as Staff Attorney, and later, Special Counsel, in the SEC's Division of Investment Management.

Ms. Bessin received her BA from the University of Michigan and her JD from the University of Michigan Law School.

Bibb provides advice to registered investment companies, organizers of hedge funds and other private investment companies, investment advisers and SMA sponsors on all issues related to the operation of their business. He focuses his practice on fund formation, compliance programs and auditor independence issues.

He began his career as a staff attorney in the Division of Investment Management of the U.S. Securities and Exchange Commission where he was principally responsible for granting exemptive orders and responding to no-action and interpretive requests under the Investment Company Act of 1940 and Investment Advisers Act of 1940. Bibb also formerly held the position of corporate counsel at SAFECO Asset Management, Inc., an investment adviser located in Seattle, Washington.

He is a member of the CCH Wall Street Compliance Advisory Board, the Investment Lawyer Editorial Board, and other advisory boards.

Bibb frequently speaks on issues surrounding investment management and securities regulation. Some examples of noteworthy matters on which he has worked in his various investment management practice areas during the past several years include: 

• Recognized as a contributor to the Investment Company Institute’s Report of the Advisory Group on Best Practices for Fund Directors (1999).
• Private Investment Funds: Formed numerous equity-oriented hedge funds for a client, including captive funds for institutional advisers, insurance companies, and brokerage firms.
• Registered Investment Advisers: Organized and registered a rapidly growing investment adviser and continues to give advice on all issues relating to the operation of its business, including advice regarding management contracts with clients, compliance with state and federal investment adviser laws, trading and compliance issues, employee matters and general business matters.
• Corporate Governance: Successfully represented investment adviser in a landmark corporate governance case involving a proxy battle between the adviser and independent directors of an investment company.

Bibb has recently made the following presentations: 

• ABCs of Mutual Funds 2005, Practising Law Institute, July 2005;
• Recent Rulemakings and Developments in the Investment Management Industry, DC Bar, June 2005;
• Preparing for the Annual Report, Mutual Funds Compliance Programs Conference, June 2005;
• Code of Ethics and Personal Trading, IA Compliance Best Practices Summit, February 2005;
• Legal and Legislative Issues Conference, Financial Markets Association, Washington, DC, October 2004;
• Bank Separately Managed Accounts, American Banker/Money Management Institute, Washington, DC, June 2004;
• Countdown to Compliance, IA Week, Washington, DC, August 2004; and
• Mutual Funds Compliance Programs Conference, Investment Company Institute, Washington, DC, June 2004.

 »Practice Focus
Financial Services
Corporate
Hedge Funds
Investment Adviser
Mutual Funds and Investment Products
Private Equity Funds, Venture Capital Investments and Early Stage Companies
Specialty Investment Companies

 »Industry Focus
Financial Services

 »Education
J.D., University of Virginia School of Law, 1988
B.A., magna cum laude, Vanderbilt University, 1984

 »Bar Memberships
District of Columbia
Washington
Texas

PRACTICES
Securities Litigation
Litigation

EDUCATION
• Chicago-Kent College of Law, Illinois Institute of Technology (1992) J.D. with honors
• University of Illinois at Urbana-Champaign (1989) B.A.

ADMISSIONS
California

EXPERIENCE
Robert D. Weber is Of Counsel in DLA Piper’s Securities Litigation practice group. Mr. Weber has extensive experience representing issuers, officers and directors, broker/dealers, investors and hedge funds in complex securities fraud actions, breach of fiduciary duty cases, and proceedings before regulatory agencies. His experience includes open market fraud cases, state and federal fraud claims, insider trading matters, derivative claims against corporate boards and individuals, “death spiral” litigation, and counseling clients on risk mitigation. He has represented corporate clients in a variety of industries, including financial services, technology, real estate and medical devices. Mr. Weber also writes and speaks on securities litigation issues affecting the investment industry.

COURTS AND FORUMS
• All California state courts
• All California federal courts
• United States Court of Appeals for the Ninth Circuit
• United States Court of Appeals for the Tenth Circuit
• United States District Court for the District of Arizona

PUBLICATIONS
• Advisers Act Registration & Compliance Requirement Primer, Compliance Reporter (April 4, 2005)
• Short Sales: New Rules and Recent Enforcement Actions, The Journal of Investment Compliance(Winter 2004)

PRESENTATIONS AND SEMINARS
• Speaker, The PIPEs Conference 2005, New York, NY (October 2005, 2004)

CIVIC AND CHARITABLE
Mr. Weber serves as an executive board member on the Pacific Palisades Community Council, and was recently appointed by the Los Angeles City Council to serve on the Potrero Canyon Citizens Advisory Committee.

Mr. Davis practices in Pillsbury Winthrop Shaw Pittman’s Investment Funds & Investment Management Practice Team. He counsels clients involved in all aspects of the financial services industry. Over the course of his career, Mr. Davis has represented U.S. registered investment companies, mutual fund boards of directors, variable insurance product manufacturers and distributors, hedge funds, offshore investment companies, venture capital funds, private equity funds, investment advisers, and retail and wholesale broker-dealers. He has advised clients on a wide range of matters, including fund formation, fund mergers, private placement of securities, partnership and limited liability company agreements, outsourcing arrangements, mutual fund and variable insurance product distribution agreements, affiliated transactions, investment advisory and sub-advisory agreements, and broker-dealer networking agreements. In addition, Mr. Davis has prepared SEC registration statements, periodic reports, no-action letters, applications for exemptive relief and other documents for filing with the SEC, the NASD, and other federal and state regulatory agencies. He also has counseled clients in connection with routine examinations and non-routine investigations by various state and federal regulatory agencies, including the SEC and NASD.

Prior to joining the firm, Mr. Davis served as the Enterprise Compliance Officer and Vice President at ING U.S. Financial Services, the US financial services arm of ING Group, NV. During his tenure with ING, he served in several capacities within the ING legal and compliance organization, including serving as the Rule 38a-1 "Chief Compliance Officer" for several registered separate accounts of various ING variable insurance product manufacturers with combined assets in excess of $106 billion. These accounts supported individual and group variable annuity and life insurance products, including products offered to retirement plans regulated under ERISA. Mr. Davis advised senior management regarding operation and regulatory matters arising under state and federal securities laws. Prior to his tenure with ING, Mr. Davis worked as an associate with several prominent law firms, including Sutherland, Asbill & Brennan, LLP.

 »Education
J.D., Howard University School of Law, 1995 (Merit Scholarship Recipient /Howard Law Journal Editorial Board)
B.B.A., Accounting, Howard University, 1991 (cum laude)

 »Admissions
District of Columbia
Supreme Court of Pennsylvania

 »Affiliations
Calvary Women’s Shelter

 »Speaking Engagements
Understanding the Securities of Insurance Companies 2007, The Practicing Law Institute, New York, NY, January 9, 2007

 »External Publications
Blue Sky Securities Registration Process, Blue Sky Laws 1994, Philadelphia Institute Practice Course Handbook, 1994
The Uniform Limited Offering Exemption, Blue Sky Laws 1994, Philadelphia Institute Practice Course Handbook, 1994

Guido van Drunen is a chartered accountant with 25 years experience in accounting, complex financial investigations, investing, and law enforcement. He has worked for enforcement agencies in Europe and the South Pacific. He has testified in accounting, financial, and criminal matters in U.S. court and in overseas courts. During his law enforcement career he held various positions: the National Advisor Investigations responsible for the White Collar Crime Portfolio, and gang investigations at Inland Revenue. At Inland Revenue, he was the Financial Action Task Force delegate instrumental in rolling out the anti-money laundering regime in New Zealand. Van Drunen served on the task force for White Collar Crime prevention as initiated by the prime minister and cabinet in New Zealand.

After leaving New Zealand he founded and managed a global financial investigations unit for a Fortune 50 company, instrumental in protecting corporate assets and improving controls. Van Drunen has managed numerous investigations such as travel fraud, kickback schemes, gang investigations, intellectual property misappropriation, money laundering, and FCPA investigations. He has conducted investigations in North and South America, Europe, Africa, Asia, and Australia. Since joining KPMG, he has assisted clients in fraud prevention and detection, and conducts investigations. Van Drunen regularly speaks for the Association of Certified Fraud Examiners conferences and meetings. He holds an undergraduate degree in accounting/finance, a post-graduate accounting qualification, and a Master's degree of Business Studies, all from Massey University in New Zealand.

 »Areas of Practice
Elizabeth Shea Fries is a partner in the firm’s Business Law Department and a member of its Financial Services Group, as well as chair of its Hedge Funds Practice. She has particular expertise in innovative investment products, hedge funds and other alternative investments, financial services merger and acquisition transactions, fiduciary issues and compliance matters.

 »Work for Clients
Ms. Fries dedicates her practice to a broad range of investment management, fund, broker-dealer, banking and other financial services matters. She is experienced in the public and private offering of interests in open-end and closed-end management investment companies and other collective investment vehicles or pools, such as offshore investment funds, investment limited partnerships, private REITs, CDOs, group trusts, common and collective funds and investment trusts. She works with institutional investors, fund managers, sponsors, distributors and other service providers.

Ms. Fries has substantial expertise regarding the organization and structure of numerous business and investment entities and assists clients in creating and implementing investment products and service arrangements. Ms. Fries also counsels investment advisers, investment companies, banks, insurance companies, brokers and other providers of financial services regarding complex compliance issues resulting from the operation and integration of a variety of investment businesses. Working with multiple areas of law, including securities laws, ERISA, banking laws, commodities laws, tax laws and others, she is expert in analyzing complex issues and managing multi-faceted challenges toward practical resolutions.

Ms. Fries has guided numerous financial services firms through mergers, acquisitions and other complex transactions. She works closely with management to structure and effect. She dedicates her practice to a broad range of investment management, fund, broker-dealer, banking and other financial services matters. She is experienced in the public and private offering of interests in open-end and closed-end management investment companies and other collective investment vehicles or pools, such as offshore investment funds, investment limited partnerships, private REITs, CDOs, group trusts, common and collective funds and investment trusts. She works with institutional investors, fund managers, sponsors, distributors and other service providers.

Ms. Fries has substantial expertise regarding the organization and structure of numerous business and investment entities and assists clients in creating and implementing investment products and service arrangements. Ms. Fries also counsels investment advisers, investment companies, banks, insurance companies, brokers and other providers of financial services regarding complex compliance issues resulting from the operation and integration of a variety of investment businesses. Working with multiple areas of law, including securities laws, ERISA, banking laws, commodities laws, tax laws and others, she is expert in analyzing complex issues and managing multi-faceted challenges toward practical resolutions.

Ms. Fries has guided numerous financial services firms through mergers, acquisitions and other complex transactions. She works closely with management to structure and effect transactions involving mutual funds, investment advisers, private funds, broker dealers, retirement recordkeeping and services and other financial services businesses. Such transactions have included leveraged management buyouts, stock and asset acquisitions, mergers, outsourcing arrangements and private and public offerings of securities.

 »Professional Activities
Ms. Fries is a member of the International, American and Boston Bar Associations, and served as Co-Chair of the Business Law Section of the Boston Bar Association from September 2005 through August 2007. She serves on the firm’s Opinion Committee, Pro Bono Committee and Attorney Review Committee. Ms. Fries is a member of the Board of Directors of Common Impact, a nonprofit organization that helps nonprofit organizations use technology strategically while expanding the reach of corporate philanthropy. She has also been selected for inclusion in Best Lawyers in America.

 »Publications/Presentations
Ms. Fries is an editor of Goodwin Procter’s weekly Financial Services Alert. She has spoken at numerous seminars, including on marketing hedge funds, regulation of investment advisers, bank/broker-dealer regulation, collective investment funds, real estate hedge funds, securities lending and investment company issues for non-financial firms. Ms. Fries was a Senior Editor of the Columbia Law Review at Columbia University School of Law.

 »Bar and Court Admissions
Ms. Fries is admitted to practice in Massachusetts.

 »Education
J.D., Columbia University School of Law, 1989
A.B., Dartmouth College, 1986 (magna cum laude)
Ms. Fries was a Harlan Fiske Stone Scholar at Columbia University School of Law.