The 2018 mid-term elections are fast approaching and are likely to lead to a rise in political activity by employees. This increase in employee political activity raises the risk of inadvertent “pay-to-play” violations. Political activity can occur in many forms, including through contributions to and fundraising on behalf of various types of PACs and other political organizations, and each type of activity has unique pay-to-play risks. The SEC has a strong interest in this area in terms of enforcement and examinations, and they continue to receive requests for exemptive relief. Apart from SEC regulations, advisers also need to consider state and local pay-to-play regulations.
This webinar is intended to provide investment advisers with an overview of pay-to-play issues, with a focus on issues that are likely to arise in connection with the 2018 mid-term elections. In particular, the webinar will cover:
- Federal, state, and local pay-to-play regulations, including SEC Rule 206(4)-5.
- New developments in the 2018 election cycle, with strategies for addressing compliance risks.
- SEC’s examination and enforcement activity in this area.
- A review of the SEC’s exemptive relief.
Charles Borden, partner, leads Allen & Overy’s Political Law Practice. He focuses on the intersection of law and political activity, and regularly counsels multinational corporations on the regulatory and compliance obligations, as well as the political and reputational consequences, of political activity relating to campaign finance law; the Lobbying Disclosure Act; state and local lobbying law; the Foreign Agents Registration Act; the SEC’s regulation of municipal advisors; the federal pay-to-play rules for municipal dealers, investment advisers, and swap dealers; the Stop Trading on Congressional Knowledge Act; laws regulating the solicitation of contracts and investments from public sector entities; state and local pay-to-play laws; and federal, state, and local laws concerning gifts, entertainment, post-employment restrictions for former public employees, procurement, public financial disclosures, and government ethics. Charles also counsels individuals appointed to senior positions in the Executive Branch of the federal government – as well as such individuals’ private sector employers – on federal conflict-of-interest, security clearance, and financial disclosure requirements and helps such appointees formulate strategies for resolving legal and political issues connected to their nomination.
Samuel Brown, Senior Counsel of Allen & Overy, focuses on political law issues, particularly as such issues relate to commercial interactions with public sector entities. Among other topics, he counsels multinational corporations on pay-to-play issues, placement agent regulations, lobbying regulations, gifts and entertainment, revolving door restrictions, campaign finance laws, and issues relating to the federal Freedom of Information Act and state Public Records Acts. Sam has experience with the regulation of municipal securities and municipal advisors, as well as other securities regulation and enforcement matters. Sam also counsels financial services clients on anti-money laundering and anti-corruption issues. In addition, Sam counsels individuals appointed to Executive Branch positions on federal conflict-of-interest, security clearance, and financial disclosure requirements. Sam joined Allen & Overy after serving as Counsel to Commissioner Ellen Weintraub of the Federal Election Commission (FEC), where he played a key role in formulating the Commission’s response to the Citizens United decision, among other developments. Prior to joining the FEC, Sam developed extensive experience in helping clients develop compliance regimes for state and local pay-to-play laws, including through a secondment to a major financial services company.
Sarah Buescher is Associate General Counsel of the Investment Adviser Association. She is responsible for ERISA and pension issues as well as core Investment Advisers Act issues. Before joining the IAA, Sarah served as a Branch Chief in the Investment Adviser Regulation Office in the SEC's Division of Investment Management. She also worked in the SEC's Office of the General Counsel and started her legal career in the SEC's Division of Investment Management. Sarah also has industry experience. Between 1999 and 2009, she worked at Vanguard, first in the Legal Department as Associate Counsel and Senior Counsel, and later as Manager of International Compliance in Vanguard's Compliance Department. Sarah earned her B.S. in Communication Studies from Northwestern University in 1989, and her J.D. from the University of Notre Dame Law School in 1994. She is a member of the District of Columbia Bar.
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