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SIFMA C&L 2025 Annual Seminar

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Morrison Foerster partners Val Dahiya, Haima Marlier, Rhys Bortignon, and Derek Steingarten will lead the session “Digital Assets...

<p>Morrison Foerster partners Val Dahiya, Haima Marlier, Rhys Bortignon, and Derek Steingarten will lead the session “Digital Assets Unbound: Navigating the Legal Frontier of Tokenized Finance” at SIFMA’s Compliance & Legal Annual Seminar in Austin on Tuesday, March 25, 2025, at 1:40 p.m. CT. This Lunch & Learn session will explore the rapidly evolving legal and regulatory landscape surrounding digital assets, addressing key topics including the tokenization of registered funds, custody and compliance hurdles in digital asset investments, how to mitigate securities and commodities enforcement, and the implications of emerging securities litigation trends.</p><p>SIFMA's C&L Annual Seminar is the preeminent meeting place for compliance and legal professionals in financial services. For more information and registration, visit the <a href="https://events.sifma.org/cl-annual" target="_blank">event website</a></p><hr>

<p>SIFMA C&L 2025 Annual Seminar</p>

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<p>Val Dahiya is a partner in the firm’s Capital Markets and Broker-Dealer Compliance + Regulation practice groups.</p><p>Val advises financial services clients on complex compliance, regulatory, and transactional matters arising under U.S. Securities and Exchange Commission (SEC) and Financial Institution Regulatory (FINRA) jurisdiction. She has nearly two decades of experience in advising on securities market infrastructure, including over 10 years of work history at the SEC and three years at FINRA.</p><h4 dir="ltr">Professional Experience: SEC and FINRA </h4><p>Prior to joining Morrison Foerster, Val chaired the securities trading and markets practice and served as office managing partner at another international law firm. Before that, she served as the Washington, D.C. Branch Chief in the Office of Trading Practices in the Division of Trading and Markets at the SEC, where she provided analysis and recommendations on complex legal and policy issues related to the securities industry, including the application of Exchange Act rules and regulations to emerging areas such as cryptocurrencies and digital assets. Val’s counsel was essential in shaping SEC policies and ensuring their consistent application across the evolving financial landscape. </p><p>Prior to this, Val’s responsibilities as Special Counsel in the Division of Trading and Markets included providing essential guidance on securities regulation compliance, including the Commission’s financial integrity and regulatory programs for broker-dealers and securities exchanges. Val also worked closely with the Divisions Office of Market Supervision reviewing self-regulatory organization (SRO) rule filings.   </p><p>In her capacity as Attorney/Senior Counsel in the Division of Examinations, Broker-Dealer Group, Val led comprehensive examinations and inspections of broker-dealers and dually registered entities, ensuring compliance with federal securities laws and SRO rules. Her responsibilities also extended to preparing enforcement referral memoranda and assisting the Enforcement Division in complex trading cases. </p><p>While at the SEC, Val also worked extensively on issues related to trading practices, including market making, ETFs, direct market or sponsored access, when-issued securities, and trading in the grey markets.</p><p>Prior to her tenure at the SEC, Val worked at FINRA (formerly NASD), where she conducted reviews and investigations of broker-dealer activities, identified violations of relevant regulations, and made disciplinary recommendations. Her work at FINRA involved analyzing trading activity for irregularities and patterns indicating violative conduct.</p><p>Collectively, this experience informs Val’s counsel on the highly complex regulatory issues associated with broker-dealer, transfer agent, clearing agency, exchange and Alternative Trading System (ATS) operations, registration requirements, and compliance.</p><h4 dir="ltr">Capabilities</h4><p>Val also advises clients in the distributed ledger technology space that are seeking to understand the potential securities regulatory implications. Her practice ranges from product counseling all the way through to counseling on complex compliance and regulatory issues.</p><p>Other areas Val is particularly well qualified to advise on include:</p><ul dir="ltr"><li dir="ltr">broker-dealer compliance issues relating to Regulations ATS, NMS, M, SCI, and SHO, as well Rules 15c2-11, 15c3-5, and 15c3-3;</li><li dir="ltr">Regulation BI and standard of care issues;</li><li dir="ltr">books-and-records requirements;</li><li dir="ltr">large trader and position reporting;</li><li dir="ltr">forex trading;</li><li dir="ltr">market access and other electronic trading issues;</li><li dir="ltr">information barriers and insider trading;</li><li dir="ltr">soft dollars and commission sharing arrangements;</li><li dir="ltr">the net capital and customer protection rules; and</li><li dir="ltr">cybersecurity and data protection issues.</li></ul><h4 dir="ltr">Leadership</h4><p>Val is a member of the Nasdaq Exchange Review Council for each of Nasdaq’s six exchanges. Prior to joining Morrison Foerster, Val served as office managing partner at another international law firm.  </p>

Val Dahiya

Partner

<p>Haima Marlier is a Partner in Morrison Foerster’s Investigations + White Collar Defense group and co-chairs its Fintech practice. Drawing on her experience as a former Securities and Exchange Commission Senior Trial Counsel, Haima represents public and private companies, financial services providers, and executives, directors, and other individuals in SEC, CFTC, Financial Industry Regulatory Authority (FINRA), state securities regulator, and internal investigations, as well as in related litigation. She has more than 20 years of experience litigating in federal, state, and administrative courts, leading complex negotiations, and representing her clients in mediation. She also counsels clients regarding securities enforcement developments, trends, and risk mitigation.</p><p>Before joining the firm, Haima spent nearly a decade in the SEC’s Division of Enforcement. While at the SEC, Haima served as lead counsel on a number of prominent enforcement litigations and investigations involving public companies, registered investment advisers, broker-dealers, banks, and individuals in matters arising under the federal securities laws. She has also worked closely with foreign securities regulators, numerous U.S. Attorney’s Offices, and FINRA.</p><p>Haima serves on the board of trustees of the SEC Historical Society, a nonprofit dedicated to preserving the knowledge and history of financial regulation; mentors Penn State students of color who aspire to become lawyers; and is a member of the board of directors of, and a volunteer running coach for, Girls on the Run New Jersey, a nonprofit dedicated to inspiring girls to recognize their inner physical and emotional strength. She maintains an active pro bono practice.</p><p>Haima has been recognized by <em>Crain’s New York Business</em>’ Notable Women in Law and Notable Diverse Leaders in Law; <em>The Legal 500 USA</em> as a recommended lawyer in Securities Litigation: Defense, Investigations and White Collar Criminal Defense, and Fintech; the <em>Securities Docket’s </em>Enforcement Elite; and the <em>New York Law Journal</em> for her efforts in the diversity and inclusion space.</p><p>Haima received her J.D. from Boston College Law School and her B.A. from the Pennsylvania State University.</p><h4>Selected Significant Representations:</h4><h5>Cybersecurity</h5><ul><li>Successfully resolved an SEC investigation into a global technology solutions company’s cybersecurity risk disclosures and disclosure controls, policies, and procedures, with an acknowledgment by the SEC of the client’s significant remediation and cooperation.</li><li>Representing a global tech service management company in an SEC inquiry into its cybersecurity incidents and disclosures.</li><li>Represented numerous public companies and other clients in the SEC’s SolarWinds cybersecurity enforcement sweep.</li><li>Advising numerous public companies and SEC-registered firms on the efficacy of their cybersecurity disclosure controls and procedures and the materiality of cybersecurity incidents.</li><li>Represented a major technology company in an internal investigation into its cybersecurity statements and controls, policies, and procedures.</li></ul><h5>Fintech & Crypto</h5><ul><li>Represented a nonprofit foundation supporting a major blockchain, as well as two of its senior individuals, in an SEC investigation, with a complete termination letter issued by the SEC.</li><li>Successfully resolved an SEC crypto investigation into anti-money laundering and other compliance and monitoring programs on behalf a former senior bank executive.</li><li>Representing a leading cryptocurrency exchange platform in responding to SEC, CFTC, and state attorney general subpoenas and other requests for information.</li><li>Obtained a successful federal court settlement for a venture capital fund in a securities class action concerning an unregistered digital token offering.</li><li>Advising numerous Fintech companies, from startups to mature organizations, on securities enforcement compliance best practices and enforcement risk mitigation.</li><li>Represented a private investor in an SEC investigation related to a reverse merger involving a cryptocurrency company with no action taken by the SEC.</li></ul><h5>Artificial Intelligence</h5><ul><li>Representing a major tech company in an SEC investigation focused on AI-related disclosures and policies.</li></ul><h5>Accounting & Financial Reporting</h5><ul><li>Represented the former Chief Operations Officer of a major NASDAQ-listed food distributor in SEC and special committee investigations, with a complete termination letter issued by the SEC, as well as in related Delaware Court of Chancery litigation, which was favorably resolved.</li><li>Successfully resolved SEC and special committee investigations into related-party transaction disclosures and accounting issues, as well as related shareholder litigation, on behalf of a former CEO of a NASDAQ-listed company.</li><li>Represented an audit committee of a public company in an internal investigation resulting from a whistleblower complaint alleging accounting and disclosure issues.</li><li>Represented a leading public company in an internal investigation resulting from a whistleblower complaint alleging accounting and disclosure issues.</li></ul><h5>Other Securities Enforcement Matters</h5><ul><li>Represented the former CEO of a major company listed on the New York Stock Exchange in an SEC insider trading investigation with no action taken by the SEC.</li><li>Represented an individual in an SEC investigation concering the “pay-to-play” rule.</li><li>Represented a private investment fund in a COVID-19 related SEC insider trading investigation with no action taken by the SEC.</li><li>Represented a broker-dealer in a for-cause FINRA examination into anti-money laundering and other issues.</li><li>Represented a leading international company in government investigation into pharmaceutical drug pricing.</li><li>Represented a biotech company in a Massachusetts Securities Division investigation concerning securities registration exemptions and representations to investors regarding securities registration with no action taken by the state regulator.</li><li>Obtained a successful resolution for a pre-IPO biotech company in a wrongful termination lawsuit brought by a co-founder and former CEO terminated by the board of directors.</li><li>Represented the SEC in all stages of federal and administrative proceedings, including at trial and on appeal, in matters involving violations of the federal securities laws.</li></ul>

Haimavathi Marlier

<p>Rhys Bortignon is a partner in Morrison Foerster’s Capital Markets practice and a member of its Derivatives + Commodities group in New York. Rhys’ practice focuses on derivatives and structured products.</p><p>With a focus on practical and commercial solutions, Rhys provides counsel to a diverse range of U.S. and international clients, from both the buy-side and sell side, including corporates, investment banks, commercial banks, private equity, funds, investment managers, and sovereigns. Rhys offers strategic guidance to his clients from both a transactional and a regulatory perspective, and navigates complex cross-border issues with proficiency, providing pragmatic advice to clients operating globally.</p><p>Rhys’ experience spans the spectrum of derivative transactions across asset classes, including rates, foreign exchange, credit, equity, digital assets, and commodities. He also advises on repo and securities lending transactions, the hedging components of project and corporate financings, as well as other structured products. </p><p>Rhys is well-versed in U.S. derivatives legal and regulatory matters under the Dodd-Frank Act, the Commodity Exchange Act, and the Securities Exchange Act as well as related CFTC, SEC, and prudential regulation, including the regulation of swaps, futures, and options as well as futures commission merchants, introducing brokers, swap dealers, security-based swap dealers, commodity pool operators, and commodity trading advisors. </p><p>Rhys' practice affords him insight into leading-edge issues in the derivatives industry, including digital assets, energy transition matters, and ESG transactions. He frequently authors thought leadership pieces on current and proposed derivatives regulations in the United States.</p><p>Rhys sits on the Board of Directors of the LGBT Bar Association of New York, a voluntary professional organization dedicated to ensuring full equality for members of the LGBTQ+ community, promoting the advancement of LGBTQ+ legal professionals, and serving the larger community through various pro bono initiatives.</p><p>Prior to joining the firm, Rhys was counsel at another international law firm in New York. He also gained experience as an associate at leading law firms in London and Sydney. </p><p>Rhys is admitted to practice law in New York, England & Wales, and New South Wales, Australia.</p><h4>Representative Experience</h4><h5>Securitizations</h5><ul><li>Advised a global vehicle rental and leasing company with respect to its derivatives transactional and regulatory matters, including in connection with its international securitization platform and related financing activities</li></ul><h5>Equity Derivatives</h5><ul><li>Represented a leading geothermal company engaged in recovered energy generation in connection with its Rule 144A private offering of green convertible senior notes and the negotiation and execution of the associated capped call transactions with various dealer counterparties</li><li>Represented a data security and analytics pioneer in connection with its private Rule 144A offering of convertible senior notes, and the negotiation and execution of the associated capped call transactions with various dealer counterparties</li><li>Represented the initial purchasers and the capped call transaction counterparties in a digital sports betting and gaming platform’s offering of convertible senior notes, including the negotiation and execution of the associated capped call transactions</li><li>Represented a major South American mobile telecoms operator on its derivatives trading documentation in connection with its high-yield bond tap issuance</li><li>Represented the sole bookrunner in connection with the offering of a leading player in the global snack arena’s guaranteed zero-coupon exchangeable bonds and associated derivatives elements</li></ul><h5>Lending + Finance</h5><ul><li>Represented an international specialty finance company in connection with its global funding structure, which included: a notes offering; a consent solicitation of the holders of multiple preexisting issuances of notes; an amended multi-currency revolving credit facility; and the amendment and restatement of the company’s private placement notes purchase agreement</li><li>Represented a portfolio company of a Canadian asset management firm in connection with its entrance into a warehouse facility intended to finance a portfolio of consumer home rental contracts</li></ul><h5>Business Restructuring + Insolvency</h5><ul><li>Represented an operator of power infrastructure in the United States and its applicable debtor subsidiaries in connection with the consummation of the strategic transactions contemplated by the company’s chapter 11 plan of reorganization and provided assistance with the completion of its restructuring. The plan of reorganization entailed, among other components: the infusion of new equity capital pursuant to a common equity rights offering; a revolving credit facility; a Term Loan B credit facility; a Term Loan C credit facility; and a bilateral line of credit, as well as full repayment of the company's formerly existing first-lien funded debt and the consensual equitization of all of the company’s formerly existing unsecured notes. Representation included the drafting and negotiation of the foregoing debt financing transactions (including implementing intercreditor and first-lien security arrangements for derivative counterparties) and the renegotiation and implementation of commodity derivative documentation with several counterparties.</li></ul><h5>Project Finance</h5><p>Advised on the derivatives transactional and regulatory aspects of several high-profile project financing matters, including drafting and negotiation derivatives documentation, structuring hedging trades, and advising on intercreditor and other related matters:</p><ul><li>Represented a group of 13 commercial banks in connection with a non-recourse senior secured financing of the redevelopment of multiple terminals of a major global airport in the United States</li><li>Represented a group of international commercial banks in connection with a non-recourse financing of a wind project in Brazil</li><li>Represented a group of international banks as lenders and issuing banks in connection with the non-recourse first- and second-lien project financings of a wind farm and a solar power plant in Chile</li><li>Represented a leading private equity firm specializing in the energy industry in connection with a senior secured facility to finance the development, operation and maintenance of certain assets in the United States</li></ul><h5>M&A</h5><ul><li>Represented a leading private equity firm specializing in the energy industry in its sale of one of the premier independent utility-scale energy storage and renewable energy platforms in the United States to a French multinational utility company</li></ul>

Rhys Bortignon

<p dir="ltr"><span dir="ltr"></span>Derek Steingarten is a partner in Morrison Foerster’s New York office and co-chair of the firm’s Investment Management Group. He also serves on the global Environmental, Social, and Governance (ESG) steering committee at Morrison Foerster.</p><p>Derek has 25 years of experience advising a wide range of registered and private fund sponsors and other institutional asset managers. He counsels clients on the fund formation, capital raising, marketing, and compliance needs of hedge funds, private equity funds, private credit funds and funds-of-funds, sub-advised funds, bank collective funds, institutional separate accounts, managed account platforms, mutual funds, and ETFs. His broad experience allows him to advise clients on regulatory and transactional issues in a way that is tailored to the lifecycles of their businesses and financial product offerings. This includes managing regulatory and governance issues under the Investment Company Act, the Investment Advisers Act, and other U.S. federal securities laws, including SEC examinations, investigations, regulatory enforcement, and disputes.</p><p>Asset managers regularly engage Derek as an active partner in transaction negotiations and due diligence for wealth management industry acquisitions, lift-outs, and strategic combinations and restructurings. He has extensive experience with state- and federal-chartered trust companies and their specialized role within the wealth management industry.</p><p>Derek was recently recognized by <em>Chambers USA</em> in its 2024 nationwide ranking, with clients cited by <em>Chambers</em> noting that he “offers quality business-oriented counsel and unfailing responsiveness” and that he is “thoughtful and clear in his advice.” Derek graduated from McGill University (B.A. Hon.) and the University of Ottawa (LL.B.) and is a member of the New York and Massachusetts bars.</p>

SIFMA C&L 2025 Annual Seminar

25 Mar 2025 1:40 PM - 2:40 PM CDT