Opening Remarks

Sharon Binger, Regional Director, Philadelphia Regional Office, SEC
Ms. Binger is the Director of the SEC’s Philadelphia Regional Office. In that capacity, Ms. Binger administers the Commission’s regulation and enforcement programs in Pennsylvania, Delaware, Maryland, Virginia, West Virginia and the District of Columbia. Between 2008 and 2013, she served in the SEC’s Division of Enforcement in New York, first as a senior attorney and then as an Assistant Regional Director. While there, she was involved in investigating and bringing significant enforcement actions concerning public company accounting and financial disclosure, offering fraud, FCPA violations, insider trading, broker-dealer and investment adviser regulation, market manipulation, and others. Before joining the SEC staff, Ms. Binger worked at the New York law firm Willkie Farr & Gallagher, LLC. Ms. Binger earned a bachelor’s degree from Northwestern University in 1998 and a J.D., with honors, from Duke University School of Law in 2001.

Michael Solomon, Senior Vice President, Senior Regional Director, FINRA
Mr. Solomon joined FINRA in December 2011 as Senior Vice President and is the Senior Regional Director of FINRA's New York, Philadelphia, Boston and Woodbridge-NJ District Offices. Mr. Solomon has responsibility for the examination and surveillance programs in these regions. Prior to FINRA he served as a managing director and general counsel for litigation, regulatory and employment law at Jefferies & Co. Prior to joining Jefferies, Mr. Solomon managed the Regulatory Group at UBS Financial Services from 2004 to 2006. Before that, he managed the Regulatory Examinations and Inquiries Group at Merrill Lynch from 1999 to 2004, and has also served as an associate at Morgan, Lewis & Bockius, as trial counsel in the NYSE Enforcement Division and as a New York County assistant district attorney. Mr. Solomon received a bachelor’s degree from Wesleyan University and a J.D. in 1989 from New York University School of Law.

Robert Fippinger, Chief Legal Officer, MSRB
Mr. Fippinger oversees all legal and external affairs in his current role, as Chief Legal Officer at the MSRB. Mr. Fippinger has been an Adjunct Associate Professor of Law at the New York University School of Law, a Visiting Lecturer in Law at Yale University Law School and an Adjunct Law Professor at Hofstra Law School. Mr. Fippinger has worked at Orrick, Herrington & Sutcliffe, and prior to that he was a partner and an associate at Hawkins, Delafield & Wood. He received a bachelor’s degree from Duke University, and master’s and doctorate degrees from Northwestern University. He received a J.D. from the University of Michigan Law School.

Panel 1: Fiduciary Duty and Municipal Advisor Conduct

Bonnie Bowes, Associate Director, Fixed Income Regulation, FINRA (moderator)
Ms. Bowes is the Associate Director of Fixed Income Regulation within FINRA Regulatory Operations. She drives key FINRA fixed income initiatives in municipal securities, municipal advisory, corporate and government securities, and securitized products. She focuses on the policy and examination implications of current fixed income regulatory matters in order to provide guidance to FINRA staff and member firms. Prior to joining FINRA in 2013, her career encompassed leadership roles in fixed income compliance, operations, product management, and credit risk. Ms. Bowes has worked at top tier wealth management and capital markets broker-dealers, an alternative trading system and the Depository Trust and Clearing Corporation. She graduated magma cum laude, Kappa with a bachelor’s degree in mathematics and economics from the University of Rochester.

Mark Zehner, Deputy Chief, MSPPU, Division of Enforcement, SEC
Mr. Zehner is the Deputy Chief of the Municipal Securities and Public Pensions Unit in the Division of Enforcement at the SEC. Mr. Zehner has been responsible for a number of significant municipal enforcement actions, including matters that resulted in precedent-setting circuit court decisions involving the duties and responsibilities of bond counsel, and municipal securities underwriters. More recently, he took the lead in investigating a series of complex and wide-ranging bid-rigging schemes involving the investment of proceeds of tax-exempt municipal securities that resulted in five major financial institutions agreeing to settlements with the SEC. Mr. Zehner was formerly a partner in the Public Finance Department of Saul, Ewing, Remick & Saul in Philadelphia acting as bond counsel for a variety of tax-exempt financings in Pennsylvania, New Jersey and Delaware, including schools, water and sewer systems, health care facilities, commercial and industrial development projects, and solid waste disposal facilities. Mr. Zehner is a cum laude graduate of Dartmouth College. He received his J.D. from the University of Pennsylvania Law School and is admitted to practice in Pennsylvania and New Jersey.

Michael L. Post, General Counsel, Regulatory Affairs, MSRB
Mr. Post oversees all aspects of the MSRB’s rulemaking activities as General Counsel of Regulatory Affairs. Mr. Post recently served as Senior Litigation Counsel in the appellate group of the SEC’s Office of the General Counsel. From 2007-2009, he served as counsel to the Chairman and assisted in the response to the financial crisis. He also advised the Chairman on a wide range of legal and policy initiatives arising out of the Division of Enforcement and the Division of Trading and Markets, such as the improvement of disclosure for investors in municipal securities. Prior to the SEC, he was an associate at Sidley, Austin, Brown & Wood LLP, where he was involved in appellate and securities litigation and regulatory matters. Mr. Post received his bachelor’s degree from the University of California, Los Angeles. He received his J.D., with high honors, from the George Washington University Law School.

Panel 2: Municipal Advisor Fiduciary Duty Compliance Considerations

Shelley Aronson, President, First River Advisory LLC
Mr. Aronson is the President of First River Advisory LLC. Mr. Aronson specializes in fashioning capital financing and debt management solutions for health care organizations. Mr. Aronson has specialized in the development and implementation of capital financing programs for independent community and critical access hospitals, and has also has experience with large teaching hospitals, specialty hospitals, long-term care organizations and a hospice. Prior to forming First River Advisory, Mr. Aronson spent over 10 years as an investment banker with Chemical Securities and Manufacturers Hanover Securities Corporation. Earlier in his career, Mr. Aronson had been associated with the New York State Medical Care Facilities Finance Agency, a major bond issuer, and the Bergen-Passaic (NJ) Health Systems Agency, a regional planning organization. Mr. Aronson is a Director at Large of the National Association of Municipal Advisors, from which he holds a Certified Independent Professional Municipal Advisor designation. Mr. Aronson earned both a bachelor’s and master’s degree from the University of Pennsylvania.

Jeffrey Smith, President, Municipal Solutions, Inc
Mr. Smith, President of Municipal Solutions, has a broad background and experience in local, state and federal government, public finance, governmental accounting, grant writing, water and sewer rate setting, municipal credit research and analysis, and the marketing of municipal securities. For over 25 years Mr. Smith has served as a financial advisor to over 280 school districts and local governments. He has a unique knowledge of state and federal water and wastewater financing programs and has participated in numerous refunding and capital project and equipment financing bond issues, energy performance contracts and municipal lease transactions. Mr. Smith earned a bachelor’s degree, cum laude, from the State University of New York at Buffalo and an MPA at the State University College at Brockport.

Ted Sobel, Managing Director, Head of Municipal Finance, Samuel A. Ramirez & Co, Inc
Mr. Sobel serves as Managing Director and Head of Municipal Finance at Samuel A. Ramirez & Co. Prior to joining Ramirez, Mr. Sobel led the Infrastructure Group at Banc of America Securities, and before that he was the Manager of the Public Finance Utility and Energy Group at UBS. At both firms, Mr. Sobel was responsible for a variety of sector coverages, including electric utilities, water and sewer, state revolving fund, pension obligation, Puerto Rico and general infrastructure projects. Mr. Sobel has served as his firm’s senior banker in transactions for the Commonwealth of Puerto Rico (General Obligation, Electric Power and Infrastructure Finance Authority), Colorado Springs Utilities, Texas Water Development Board, Florida’s Citizens Property Insurance Corporation, Rhode Island Clean Water Finance Agency, Orlando Utilities Commission, Nebraska Public Power District, Jacksonville Electric Authority and the Colorado Water Resources and Power Development Authority. He received a bachelor’s degree from Colgate University, and an MBA from the University of Pennsylvania.

SEC Exam Process and Expectations for Independent Municipal Advisors

Cori Shepherd, Attorney-Advisor, Office of Municipal Securities, SEC (moderator)
Ms. Shepherd is an Attorney-Advisor in the SEC’s Office of Municipal Securities. She is responsible for helping to implement the SEC’s municipal securities rulemaking initiatives. Ms. Shepherd has been actively involved in administering the SEC’s final rules for municipal advisor registration. Prior to joining the SEC, Ms. Shepherd worked for five years as a bond attorney in the public finance group of McGuireWoods LLP. Ms. Shepherd holds a bachelor’s degree, cum laude, from the University of California, Los Angeles and a J.D., cum laude, from University of Maryland School of Law.

Nadine Sophia Evans, Senior Specialized Examiner, OCIE/BD, SEC
Ms. Evans is a Senior Special Counsel and Senior Specialized Examiner in the area of municipal securities, in the SEC’s Office of Compliance Inspections and Examinations (“OCIE”). Ms. Evans is a principal drafter of the examination documents for OCIE’s municipal advisor National Examination Program. Her work also includes identifying, communicating and providing regulatory and policy guidance to OCIE’s examiner staff regarding risks and regulatory gaps in the municipal securities market.

Prior to joining the SEC, Ms. Evans spent over a decade in private practice and has served as bond counsel, issuer’s counsel, swap counsel, and underwriter’s counsel in municipal bond financings. While in private practice, Ms. Evans also participated in a secondment with the City of Atlanta’s Legal Department. While in this role, Ms. Evans provided legal advice to the City of Atlanta and Mayor Kasim Reed in the areas of procurement, legislation, litigation, municipal bond financing, contract compliance, commercial real estate transactions and local, state, and federal regulatory law. Ms. Evans received her bachelor’s degree from Dartmouth College where she was a Presidential Scholar and her J.D. from Vanderbilt University School of Law.

Robert Miller, Supervisory Attorney/Examination Manager, OCIE/BD, SEC
Mr. Miller is a Supervisory Attorney and Examination Manager in the OCIE broker-dealer group. He began his career with the SEC in March 2000. Robert has led and coordinated a variety of examinations involving regulatory issues such as potentially abusive naked short selling; sales of 529 Plans to out-of- state residents; activities of municipal advisors; and fixed income alternative trading systems with respect to filtering. Since May 2011, he has supervised a unit of attorneys and examiners that focuses on the examination of municipal advisors.

Prior to joining the SEC, Robert was a Senior Compliance Examiner in FINRA’s Enforcement Department. Previously, Robert spent a year as a law clerk at the Superior Court of the District of Columbia’s Office of Bar Counsel. Mr. Miller received his bachelor’s degree from the College of the Holy Cross in 1990 and received his J.D. from the George Washington University Law School in 1997.

Carl Tugberk, Assistant General Counsel, MSRB
Mr. Tugberk currently serves as Assistant General Counsel at the MSRB. He provides legal expertise to the MSRB on the development of regulations governing municipal securities dealers and municipal advisors. Prior to joining the MSRB, he was an attorney at the SEC where he worked in various capacities, most recently in the Division of Trading and Markets, focusing on market structure issues in the context of SEC and self-regulatory organization rulemaking. Mr. Tugberk began his career as a litigator in Washington, DC. Mr. Tugberk received a bachelor’s degree in economics and classical civilization from Colby College and his J.D. from American University, Washington College of Law.

Leo Karwejna, Chief Compliance Officer, Public Financial Management, Inc
Mr. Karwejna is the Chief Compliance Officer and serves as the Managing Director at Public Financial Management Inc since January 19, 2011. He has also served in these roles at PFM Asset Management LLC since 2011. Mr. Karwejna is responsible for all regulatory compliance program efforts related to Public Financial Management’s business activities and personnel. He assists professionals with specific compliance advisory guidance and leads the compliance team’s efforts to develop, maintain, and monitor firm-wide compliance with appropriate policies, procedures, and regulatory requirements.

Previously, Mr. Karwejna served as Vice President and Chief Compliance Officer of Prudential Real Estate Investors at Prudential Financial Inc. Mr. Karwejna’s responsibilities included overseeing global regulatory programs and developing compliance procedures to manage risks for institutional and public clients. Prior to this role, Mr. Karwejna served as Vice President and Portfolio Manager at Haverford Financial Services, Inc. His prior experience includes compliance management positions at Deutsche Asset Management and RREEF Alternative Investments. He is a member of the National Society of Compliance Professionals and the Securities Industry and Financial Markets Association — Compliance and Legal Society and serves as an arbitrator for securities-related issues among the investing public and industry participants. Mr. Karwejna is a member of the Philadelphia and Montgomery County Estate Planning Councils. Previously, he was a member of the Trust Operations for The Haverford Trust Company. Mr. Karwejna is a NASD Series 7 and 66 license holder. He earned a J.D. from Temple University.

Panel 3: Municipal Advisor Rules: Obligations and Implementation

Rebecca Olsen, Deputy Director, Office of Municipal Securities, SEC (moderator)
Ms. Olsen is the Deputy Director of the SEC’s Office of Municipal Securities. Ms. Olsen is responsible for administering SEC rules on practices of broker-dealers, municipal advisors, investors, and issuers in the municipal securities area and coordinating with the MSRB on rulemaking and enforcement actions. The Office of Municipal Securities advises the Commission and other SEC offices on policy matters, enforcement, and other issues affecting the municipal securities market and oversees MSRB rulemaking and the SEC’s municipal advisor registration program. Prior to joining the SEC, Ms. Olsen worked as a public finance attorney at the law firm of Ballard Spahr, LLP for over a decade where she served as underwriter’s counsel, bond counsel, lender’s counsel and borrower’s counsel on a wide variety of public debt offerings and private placements. Ms. Olsen has a bachelor’s degree in Political Science from Boston College, a J.D. from the Georgetown University Law Center and an LLM in International Business Law from the Vrije Universiteit Amsterdam, the Netherlands.

Gene Davis, Regulatory Principal, New Orleans District Office, FINRA
Gene Davis is a Regulatory Principal located in the New Orleans, Louisiana District Office and has been employed with FINRA since February 1997. Mr. Davis has led numerous routine and cause examinations of member firms. Specifically, he has directed numerous focused examinations with regard to fixed-income related issues. Mr. Davis has completed the NASD Institute-Wharton Certificate Program, obtaining the Certified Regulatory and Compliance Professional (CRCP) designation in 2004.

Scott Beardsley, Executive Managing Director, Crews & Associates, Inc
Mr. Beardsley is currently the Executive Managing Director Capital Markets Group with Crews & Associates. Mr. Beardsley also serves as President of First Security Finance, a non-bank affiliate that specializes in tax-exempt municipal leases. Prior to joining Crews & Associates, Mr. Beardsley worked with his family’s independent municipal financial advisory firm. Mr. Beardsley has worked on more than 500 Arkansas school bond issues totaling in excess of $2 billion. Mr. Beardsley has a bachelor’s degree from the University of Arkansas and an MBA from Southern Methodist University. In addition, he has completed doctorate-level courses in health care policy and planning at New York University.

Marianne Edmonds, Senior Managing Director, Public Resources Advisory Group
Ms. Edmonds serves as Senior Managing Director of Public Resources Advisory Group (“PRAG”). She joined PRAG in 2005 when it acquired the firm Marianne Edmonds, Inc. PRAG is an independent financial advisory firm with a national practice. Ms. Edmonds currently manages PRAG’s Florida office and the financial advisory engagements with Miami-Dade County, Hillsborough County, Pinellas County, the City of Tampa and the Florida League of Cities, among others. Ms. Edmonds worked as an investment banker until 1997 when she founded an independent financial advisory firm. Ms. Edmonds recently completed a three year term as a member of the MSRB. She previously served as Vice Chairman of the Florida Prepaid College Board and its Investment Committee. She earned a bachelor’s degree in mathematics from Northwestern University and an MBA with specialization in public management and finance from the University of Pennsylvania.

Panel 4: Examination Findings and Trends

Gail Marshall, Associate General Counsel-Enforcement Coordination, MSRB (moderator)
Ms. Marshall, as the Associate General Counsel for Enforcement Coordination, manages the MSRB’s relationship with regulatory authorities and collaborates on rulemaking and regulatory policy functions and legal projects in connection with market price transparency, trade reporting and uniform practice rules. Prior to this role, Ms. Marshall was the Associate General Counsel at the MSRB where she provided legal expertise and support associated with the development of regulations governing municipal market professionals, including dealers and municipal advisors.

Prior to joining the MSRB, Ms. Marshall served as counsel at Bingham McCutchen LLP from 2000-2015 where she advised broker-dealers and investment advisers on compliance with federal and state securities laws and regulations and rules of self-regulatory organizations, such as the MSRB. Prior to 2000, she was an attorney with the SEC where she served as special counsel to Commissioner Isaac C. Hunt, Jr. as well as special counsel in the Division of Trading and Markets and Division of Enforcement.

Ms. Marshall received a bachelor’s degree from Westfield State University, a J.D. from New England School of Law, and a master of laws in Securities and Financial Regulation from Georgetown University Law Center.

Cesar Davis, Staff Accountant, Philadelphia Regional Office, SEC
Mr. Davis is an examiner in the SEC’s Philadelphia Regional Office. He is responsible for conducting on-site and post-field work examinations of broker-dealers, municipal advisors and transfer agents. Prior to joining the SEC in 2003, Mr. Davis worked for four years with the NASD, now FINRA, serving in a similar capacity by conducting broker-dealer examinations in the Philadelphia District Office’s examination program. Mr. Davis graduated from Bloomsburg University with a master’s degree in accounting.

Robert Hartman, Staff Accountant, Washington, DC, SEC
Mr. Hartman is a staff accountant in the broker-dealer examination group at the SEC. He is responsible for leading and conducting examinations of broker-dealer and municipal advisor registrants. Prior to joining the SEC in 2013, Mr. Hartman was a senior manager in KPMG’s Forensic practice, based in both the United States and United Kingdom. In that role, he was responsible for managing and coordinating internal investigations and compliance examinations related to a variety of regulatory issues. Mr. Hartman graduated from Purdue University with a bachelor’s degree in accounting.

Steve Kach, Examination Manager, Philadelphia District Office, FINRA
Mr. Kach is currently an Examination Manager in the FINRA Philadelphia District Office. Mr.Kach has been with FINRA, previously NASD, for 19 years. Prior to becoming an Examination Manager in 2005, Mr. Kach worked as a cycle examiner in the Philadelphia District Office. In his current position, he is primarily responsible for managing cycle examinations. Mr. Kach earned a bachelor’s degree in business from Taylor University.

Kelli Palmer, Examination Manager, Chicago District Office, FINRA
Ms. Palmer is an Examination Manager located in the Chicago District office. She has been employed with FINRA since July 2008. In her role as an Examination Manger, Ms. Palmer is responsible for supervising an exam team that conducts routine examinations of member firms. Prior to joining FINRA, she worked in compliance at a broker-dealer. Ms. Palmer received her bachelor’s degree and an MBA from the University of Nebraska.

Closing Remarks

Jessica Kane, Director, Office of Municipal Securities, SEC
Ms. Kane is the Director of the Office of Municipal Securities and is responsible for administering SEC rules on practices of broker-dealers, municipal advisors, investors, and issuers in the municipal securities area and coordinating with the Municipal Securities Rulemaking Board (“MSRB”) on rulemaking and enforcement actions. Prior to joining the Office of Municipal Securities, Ms. Kane worked in the Division of Corporation Finance and the Office of Legislative and Intergovernmental Affairs at the SEC. Ms. Kane holds a bachelor’s degree from Georgetown University and a J.D. from George Mason University School of Law.

Cynthia Friedlander, Director, Fixed Income Regulation, FINRA
Ms. Friedlander is the Director of Fixed Income Regulation within FINRA Regulatory Operations. Ms. Friedlander is responsible for directing FINRA’s policies and national programs related to fixed income securities, including related regulatory matters in FINRA District Offices. Specifically, she is responsible for the design, development and delivery of fixed income policy guidance to staff throughout FINRA, as well as to member firms, and is one of FINRA’s primary representatives in fixed income regulatory matters with the MSRB and the SEC. Ms. Friedlander represents FINRA at government agency, SRO, and industry and advisory meetings and is a staff liaison to FINRA’s Fixed Income Committee. She holds a bachelor’s degree in government from the University of Virginia and an MBA with a concentration in finance from George Mason University.