Roundtable on the Execution, Clearance and Settlement of Microcap Securities
Biographies of the Roundtable Panelists
Managing Director and Chief Compliance Officer, Pershing, a BNY Mellon company
Claire Santaniello is a Managing Director, Chief Compliance Officer and member of the Executive Committee for Pershing, a BNY Mellon company, where she is responsible for Pershing’s Compliance Departments on a global basis. Her team is responsible for Pershing’s Anti-Money Laundering and Office of Foreign Assets Control efforts, coordination of regulatory inquiries and examinations, compliance testing and verification, firm and employee registration functions, certain regulatory reporting functions, operating and written supervisory procedures control and coordination, employee trading surveillance, regulatory change management, privacy compliance, and dedicated compliance support to certain business lines like trading, operations and technology.
Ms. Santaniello is presently a member of BNYMellon Risk and Compliance Operating Committee, Pershing’s Suspicious Activity Review and Oversight Committee, Pershing’s Credit Committee. She is also a member of the Financial Industry Regulatory Authority (FINRA) Membership Committee, FINRA Market Regulation Committee, and FINRA Series 14 Item Development and Content Review Committee. Ms. Santaniello is co-chair of SIFMA’s Compliance and Regulatory Policy Committee.
Ms. Santaniello earned a Bachelor of Arts degree in Economics from Muhlenberg College. She has also completed the Securities Industry Institute® program, sponsored by the Securities Industry Financial Markets Association® (SIFMA), at the Wharton School of the University of Pennsylvania.
Chief Compliance Officer, The Depository Trust & Clearing Corporation (DTCC)
Mihal Nahari is the Chief Compliance Officer of The Depository Trust & Clearing Corporation (DTCC), the largest financial services post-trade infrastructure in the world. DTCC has operating facilities in multiple locations in the U.S. and overseas. Ms. Nahari is responsible for all compliance and ethics related matters for DTCC and its subsidiaries. She is a member of the DTCC Management Risk Committee and chairs the firm’s Anti-Money Laundering Oversight Committee.
Ms. Nahari is a cum laude graduate of the Fordham University School of Law where she served as an editor of the Fordham Law Review, and is a Phi Beta Kappa, summa cum laude graduate of Rutgers University, with a bachelor’s degree in Economics and Spanish.
Thomas M. Merritt
Senior Managing Director, Deputy General Counsel and Corporate Secretary, Knight Capital Group
Thomas M. Merritt is a 15-year veteran in the securities industry. At Knight Capital Group, Mr. Merritt is responsible for regulatory matters, litigation and employment law.
Prior to joining Knight in June 2000, Mr. Merritt served as an enforcement attorney with the NASD (now FINRA) in New York, most recently as Assistant Chief Counsel. Prior to FINRA, he was a Senior Assistant County Attorney in Suffolk County, New York and worked in private practice.
Mr. Merritt received a B.S. in Business Administration from SUNY Albany in 1986 and a J.D. in 1989 from Hofstra University School of Law where he was the recipient of the Deborah M. Sloyer Memorial Award for Excellence in Trial and Appellate Advocacy.
Steven Nelson is the Chairman and President of Continental. As an attorney, he has background in both public and private practice and is a member of the New York State and Federal Bars. He is a graduate of Brandeis University and received Law Review honors from NYU Law School. He practiced at Simpson, Thacher & Bartlett and as a federal prosecutor. Mr. Nelson is heavily involved in Continental’s day-to-day organizational and administrative issues, and is very visible in managing our overall client initiatives. He is a member of the STA Board, and chairs its Legal Committee, which is active in promoting important changes within the industry.
Chairman, Continental Stock Transfer and Trust Company
Partner, Duane Morris
Marvin G. Pickholz practices in the area of litigation with a focus on securities and corporate defense, white-collar law and internal investigations. He has represented financial institutions, investment banks, private equity entities and accounting and law firms in matters involving securities laws, financial disclosures, government contracts, antitrust and healthcare. He was counsel in the first Anti-Money Laundering case brought against a member of the NYSE and represented a member firm in the first disciplinary case brought by the Financial Industry Regulatory Association (FINRA). Other cases in which he has been counsel are Martha Stewart, Lipper Funds, Mutual Fund Market Timing, Securities Analysts, the New York Stock Exchange Floor Specialists, Charles Keating/Lincoln Savings and Loan, Ivan Boesky/Michael Milken cases, the first SEC case involving the accountant whistleblower statute, and the W.R. Grace administrative case by the SEC enunciating directors' duties. Prior to entering private practice, Mr. Pickholz held several positions with the SEC, including national Assistant Director of the SEC's Division of Enforcement in Washington, D.C. and Chief of the Branch of Enforcement in New York.
Brian A. Lebrecht
Founder, The Lebrecht Group, APLC
Brian A. Lebrecht founded The Lebrecht Group, APLC in 2001. His law practice focuses primarily in the areas of corporate finance and mergers and acquisitions, including ’34 Act compliance, registration statements, reverse mergers, and other areas of regulatory compliance. Mr. Lebrecht has been selected by his peers as one of the Best Lawyers in America each year since 2005. Recently, he served as the Chair of the Securities Section of the Utah State Bar, and in the past served as a member of the Corporations Committee of the Business Law Section of the State Bar of California. While in law school, he clerked in the legal department at Freddie Mac in McLean, VA. Mr. Lebrecht is a graduate of the University of San Diego with a Bachelor in Business Administration in 1991, and a J.D. and M.B.A. in 1995. He is a member of the bar in both California and Utah.
Director, Department of Market Regulation, FINRA
David Chapman is a Director in the Market Regulation Department of FINRA where he manages the Trade Reporting, OTC Compliance and Market Making Analysis teams. These teams are responsible for conducting investigations regarding various market structure rules. Prior to this position, Mr. Chapman managed the Market Manipulation Investigations and Trading Systems teams, where he led investigations into various market-based manipulative activities. Mr. Chapman has worked in the financial services industry for 19 years and has been with FINRA for the last 15 years. Mr. Chapman earned a B.B.A. in Accounting, M.S. in Finance, both from Loyola University in Baltimore, and a J.D. from the Columbus School of Law at Catholic University.
Partner, Schulte Roth & Zabel
Betty Santangelo is a partner in the New York office of Schulte Roth & Zabel, where she focuses on white-collar criminal defense and securities enforcement. A former Assistant U.S. Attorney for the Southern District of New York, where she specialized in securities and commodities fraud prosecutions, Ms. Santangelo’s practice includes representing financial institutions, corporate entities and individuals in matters brought by the U.S. Attorney’s offices and other prosecutors, as well as by various regulatory agencies, including the SEC and FINRA. She has also served as an independent consultant in SEC enforcement matters. Prior to joining SRZ, Ms. Santangelo served as First Vice-President and Assistant General Counsel for Merrill Lynch in charge of their regulatory litigation. Nationally recognized for her expertise in corporate compliance issues, including AML, OFAC and FCPA, Ms. Santangelo is currently counsel to SIFMA’s AML and Financial Crimes Committee, and is a 1998 recipient of FinCEN’s Director’s Medal of Exceptional Service.
Managing Director and Deputy Chief Compliance Officer, The Depository Trust & Clearing Corporation (DTCC)
Susan DeSantis is a Managing Director and Deputy Chief Compliance Officer for the Depository Trust and Clearing Corporation (DTCC), the largest financial services post-trade infrastructure in the world. DTCC has operating facilities in multiple locations in the U.S. and overseas. Ms. DeSantis has been with DTCC for over fifteen years working in various functions in technology, strategy and compliance. Her responsibilities include directing DTCC’s Anti-Money Laundering surveillance and Know-Your-Customer programs. Ms. DeSantis has a degree in Finance from the University of South Carolina and a Masters of Business Administration from New York University Stern School of Business.
US Head of Anti-Money Laundering Compliance, RBC Capital Markets
Lynne Johnston joined RBC CM after serving as the Global Head of Compliance Policies Governance for Barclays Capital. Before joining Barclays Capital in 2008, Ms. Johnston was the Global Head of Money Laundering Prevention Compliance for Lehman Brothers, and previously served as Regulatory Counsel for that firm. Ms. Johnston spent eight years as an attorney for the Division of Enforcement, U.S. Securities and Exchange Commission, and focused on cases involving financial reporting fraud, investment adviser fraud, and insider trading. She began her career as a litigator for Davis, Markel & Edwards. Ms. Johnston is a graduate of Centre College where she received a B.A. in Government. She obtained her J.D. from Vanderbilt University Law School.
Harold Adams Crawford
Global Director of Anti-Money Laundering & Sanctions, Brown Brothers Harriman & Co.
Harold “Hal” Crawford is the Global Director of Anti-Money Laundering and Sanctions for Brown Brothers Harriman & Co. (BBH), the oldest and largest partnership bank in the United States of America. Mr. Crawford is responsible for oversight and direction of the firm’s international AML, Sanctions, and Banking Compliance programs and participates in a variety of senior management activities designed to enhance firm-wide regulatory risk management control practices.
Mr. Crawford has more than twenty-two years of experience in global financial services, advisory and national bank supervision. His banking experience includes serving as the Deputy Regional Money Laundering Prevention Officer and Head of Financial Intelligence at UBS Investment Bank in New York, the National Director for Enhanced Due Diligence at the U.S. Trust Company of New York. Mr. Crawford spent several years working for Arthur Andersen’s Regulatory Risk Services Practice, and was a National Bank Examiner with the Office of the Comptroller of the Currency (OCC). He is a Certified Anti-Money Laundering Specialist, a member of the NY ACAMS Chapter Board, a volunteer Commissioner with the Boy Scouts of America and holds a B.S. Degree in Political Science.
Aaron K. Fox
Managing Director, IPSA International Inc
Aaron Fox joined IPSA in 2008 as a Managing Director responsible for Anti-Money Laundering (“AML”) /Bank Secrecy Act and risk mitigation services. Ms. Fox is an accountant with 27 years experience in the areas of systems development, accounting, finance and compliance. She is committed to the balanced and responsible interpretation of the Bank Secrecy Act/USA Patriot Act with a goal of implementing AML programs that deliver actionable information at a reasonable cost. She is an accomplished speaker and trains at both a local and national level including speaking engagements for regulators, industry conferences and facilitating peer roundtables. Ms. Fox has published a number of articles related to microcap securities including specific guidance on red flags. Her article on monitoring low priced securities from an AML perspective is the culmination of six years of research on red flags in this area. Failure to identify and act on these red flags can be found at the center of many broker dealer AML sanctions over the past three years.
Director, FINRA Department of Enforcement
For over eight years, Bill Park has been responsible for leading teams of investigators and attorneys in various complex securities investigations. Mr. Park started with FINRA Enforcement over 14 years ago as an investigator and before that worked in the trading back office of Legg Mason Wood Walker. Currently, Mr. Park leads the FINRA Enforcement Case Development Team, where he is responsible for identifying and developing investigations into high impact, novel, and complex areas. Over the years, Mr. Park has developed significant experience and expertise in detecting, investigating, and prosecuting cases involving fraud, suspicious trading schemes, and AML issues. Mr. Park has been qualified as a securities industry expert in various federal courts and has testified in several criminal securities proceedings. Mr. Park is a Certified Fraud Examiner, Certified Financial Services Auditor, Certified Anti-Money Laundering Specialist, and a Certified Regulatory and Compliance Specialist. Mr. Park holds an undergraduate degree in economics from Virginia Tech.
Managing Director and Chief AML and OFAC Officer, Pershing, a BNY Mellon company
Jeff Horowitz is a Managing Director and Chief Anti-Money Laundering and OFAC Officer for Pershing. In this role, Mr. Horowitz is responsible for the development and implementation of the Firm’s Global AML Program across the Pershing enterprise.
Mr. Horowitz has represented Pershing, as a securities industry representative to the U.S. Treasury Department’s Bank Secrecy Act Advisory Group (BSAAG) and was also a past Co-Chair of the Securities Industry and Financial Markets Association (SIFMA) Anti-Money Laundering Committee. He currently serves as the Co-Chair of the Securities and Futures Subcommittee representing the SIFMA AML Committee. Mr. Horowitz is also an active member of the International Council of Securities Association working groups on AML and FATCA.
Prior to joining Pershing, Mr. Horowitz was a Director and Head of AML Compliance for Citigroup’s Corporate and Investment Banking Division in North America. Mr. Horowitz represented the Corporate and Investment Bank on Citigroup’s AML Executive Committee and Citigroup’s AML Council. Prior to joining Citigroup, he was the Deputy Director of Money Laundering Prevention at Lehman Brothers Inc.
Mr. Horowitz earned a Bachelor of Science degree in Economics from Trenton State College. He holds NASD Series 7 and 24 registrations.
R. Cromwell Coulson
President, Chief Executive Officer and Director, OTC Markets Group
R. Cromwell Coulson is President, CEO and a Director of OTC Markets Group. In 1997, Mr. Coulson led a group of investors in acquiring OTC Markets Group’s predecessor business, the National Quotation Bureau (NQB). Mr. Coulson led the transformation of what was an opaque and inefficient market into a technology-driven Open, Transparent, and Connected marketplace platform for the trading of unlisted stocks. Today, OTC Markets Group operates the world’s largest electronic marketplace for broker-dealers to trade unlisted stocks and its OTCQX, OTCQB and OTC Pink market tiers have vastly increased the amount and quality of information available for investors. Prior to the acquisition of NQB, Mr. Coulson was an institutional trader and portfolio manager specializing in distressed and value-oriented investments at Carr Securities Corporation, an OTC market maker. Mr. Coulson received a BBA from Southern Methodist University in Dallas, TX and is currently improving his leadership skills by attending the Owner/President Management Program at Harvard Business School.
Walter Van Dorn, Jr.
Partner, SNR Denton US LLP
Walter Van Dorn is a Partner in SNR Denton’s Corporate and Business Transactions and Banking and Finance practices. He advises issuers, underwriters and financial institutions on securities and capital market transactions such as IPOs and other SEC-registered public offerings of both equity and debt securities, securities offerings under Rule 144A and Regulation S and mergers and acquisitions. In addition, Mr. Van Dorn advises clients on all aspects of compliance with the federal securities laws, including the Securities Act and the Exchange Act, as well as investment company and investment advisory matters and broker-dealer regulation.
Prior to entering private practice, Mr. Van Dorn spent seven years at the SEC in Washington, D.C. where he was special counsel in the Division of Corporation Finance. His areas of responsibility included offerings of equity and debt securities and mergers and acquisitions. He also participated in SEC rule-making initiatives such as those amending periodic reporting forms under the Exchange Act for public companies, amending Regulation S and exempting certain tender and exchange offers and rights offerings from Securities Act registration requirements and from Exchange Act tender offer rules.
Partner, Richardson & Patel LLP
David N. Feldman is a Partner of Richardson & Patel in its New York City office. His practice focuses on corporate and securities matters and general representation of public and private companies, investment banks, private equity firms and high net worth individuals. He also actively advises on mergers and acquisitions and private equity, debt, venture capital and other financings. Mr. Feldman is considered one of the country's leading experts on alternatives to traditional initial public offerings, including reverse mergers, in which a private company becomes publicly traded through a merger with a publicly held "shell" company. His book on the subject, Reverse Mergers and Other Alternatives to a Traditional IPO, Second Edition (Bloomberg Press) was originally published in 2006, has been translated into Chinese and the second edition was released in December 2009. In 2011, TheStreet.com labeled the book the “seminal text” on reverse mergers. A Wharton School graduate, Mr. Feldman is the former Chair of Wharton’s worldwide alumni association board. He is a frequent public speaker, seminar leader and counsel on issues unique to small and midcap companies. Mr. Feldman’s blog, www.reversemergerblog.com, is visited by thousands of professionals each month.
Partner, Bingham McCutchen
Susan Merrill assists broker-dealers, investment advisers, financial institutions and Fortune 500 companies across the U.S. in internal investigations, investigations before the Securities and Exchange Commission and FINRA, and in enforcement matters generally. She also advises clients on regulatory compliance matters.
Ms. Merrill is the former head of enforcement at FINRA, where she oversaw the establishment and development of its enforcement program. She joined FINRA from her position as enforcement chief at New York Stock Exchange Regulation when it merged with the NASD in 2007. Before she became a regulator, Ms. Merrill was in private practice for 17 years and represented clients in some of the highest-profile matters on Wall Street.
Ms. Merrill served as a judicial clerk for the Honorable Francis Van Dusen of the United States Court of Appeals for the Third Circuit from 1986 to 1987.
K. Susan Grafton
Of Counsel, Gibson, Dunn & Crutcher
K. Susan Grafton is of counsel in the Washington, D.C. office of Gibson, Dunn & Crutcher where she focuses her practice on advising broker-dealers and investment advisers on their business, regulatory, and compliance issues. She was selected by Chambers USA as a leading lawyer for Financial Services Regulation: Broker-Dealer (Compliance) in 2010 and 2011.
Prior to joining Gibson Dunn, Ms. Grafton was Vice President and Associate General Counsel at Goldman, Sachs & Co., where she advised on market structure, sales, and trading issues. She began her career in the Securities and Exchange Commission's Division of Trading and Markets.
Ms. Grafton is the former Chair of the American Bar Association's Subcommittee on Trading and Markets, and a member of the Association of Securities and Exchange Commission Alumni, 100 Women in Hedge Funds, and the Securities and Exchange Commission Historical Society. She received her LL.M. in Securities Regulation from Georgetown University Law Center and her J.D. from The Catholic University of America's Columbus School of Law.
Ms. Grafton is a member of the District of Columbia and the State of New York Bars.
Christopher B. Stone
Vice President of Equity Business Products, FINRA
Christopher Stone is Vice President of Equity Business Products in FINRA’s Transparency Services Department. He is responsible for managing business projects and initiatives related to the department’s equity transparency facilities – the Alternative Display Facility (ADF®), the OTC Bulletin Board™ (OTCBB™), the OTC Reporting Facility™ (ORF™), and the exchange Trade Reporting Facilities® (TRFs®). He also represents FINRA on National Market System Plan policy committees and industry working groups. Prior to working at FINRA, he served as the Senior Special Counsel to Division Director Annette Nazareth in the SEC’s Division of Market Regulation. In that role, Mr. Stone supported the Director in connection with major Division initiatives and rulemakings, including Reg NMS, Reg SRO, Reg SHO, and the SRO Structure Concept Release. Mr. Stone also previously served as a Special Counsel in the SEC’s Division of Market Regulation’s Office of Market Supervision where he primarily focused on National Market System Plan issues and market structure reform. Before joining the SEC, Mr. Stone worked at a prominent Washington, D.C. law firm focusing on transactional matters. He received his J.D. from the George Washington University Law School and his B.A. from Dartmouth College.