Mary Payne is a member of Sutherland's Financial Services Practice Group, where she focuses on representing financial services clients on a broad range of legal and regulatory issues relating to securities laws. Her practice encompasses securities registration, compliance, and regulatory issues affecting securities products, including the federal securities laws administered by the U.S. Securities and Exchange Commission ("SEC") and the Commodity Futures Trading Commission ("CFTC"), and the rules of the Financial Industry Regulatory Authority ("FINRA") and the National Futures Association ("NFA"). Her clients are primarily: · insurance companies issuing investment-oriented fixed and variable insurance products, and · exchange-traded commodity pools and more conventional exchange-traded funds (both "ETFs"). Representative Experience Mary's extensive representative experience includes: · Counseling insurance companies on the design and implementation of a variety of group and individual products offered through SEC-registered and unregistered separate accounts; fixed, variable, and stable value products offered in the retail, retirement, institutional, and high-net-worth markets; and innovative guaranteed retirement income products; · Counseling ETFs on all aspects of their operations, including fund organization, SEC registration and regulation, compliance with CFTC and NFA requirements, reporting obligations under the Securities Exchange Act of 1934 ("Exchange Act"), and New York Stock Exchange listing authority; · Negotiating agreements with authorized purchasers, distributors, administrators, and other service providers on behalf of ETFs and their sponsors; · Providing advice and/or legal opinions on the federal securities law status of innovative financial products, such as equity-indexed annuity and life insurance products, privately placed products (including in both the high-net-worth and corporate-owned/bank-owned life insurance markets), stable value products, and collective investment funds; · Counseling Exchange Act reporting companies regarding compliance, reporting, and disclosure issues, including compliance with the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), and conducting due diligence regarding Exchange Act reports; · Developing, implementing, and testing risk-based compliance programs and advising chief compliance officers and senior management on regulatory and corporate governance issues, including the design, implementation, and periodic review of the comprehensive compliance programs required by Rule 38a-1 of the Investment Company Act of 1940 and/or Sarbanes-Oxley; · Counseling clients regarding marketing activities, such as limitations on discussions with the media (pre- and post-registration), use of past performance and illustrations, and solicitation limitations for privately placed financial products (including with regard to referral networks); · Counseling insurance companies on restructuring separate accounts, including separate account mergers, substitutions, and conversions from managed accounts to unit investment trusts; and · Handling successor company issues in variable product registration statements in connection with insurance company mergers, including related financial statement issues. Recent Publications and Speaking Engagements · Co-author, "Navigating the SEC Framework for Registered Non-Variable Annuity Products," The Review of Securities & Commodities Regulation (June 2010) · Co-author, "Rule 12h-7: Implementation and Compliance Issues," Course Materials for ALI-ABA Conference on Life Insurance Company Products: Current SEC, FINRA, Insurance, Tax, and ERISA Regulatory and Compliance Issues (November 2009) · Author, "SEC Framework for Non-Variable Insurance Contracts," Course Materials for ALI-ABA Conference on Life Insurance Company Products: Current SEC, FINRA, Insurance, Tax, and ERISA Regulatory and Compliance Issues (November 2009) · Co-author, "New SEC Advertising Proposals Could Create Marketing Opportunities," National Underwriter (June 2002) · Speaker, ALI-ABA Life Insurance Company Products Conference (November 2009) · Speaker, IIR E-Signatures: Compliance & Implementation for Financial Services (July 2001) · Speaker, IIR Life Insurance Compliance Online & Off (December 2000) Industries Financial Services Legal Alerts Legal Alert: Illustration Disclosures Lead to Dismissal of Universal Life Insurance Class Action
November 29, 2011 Legal Alert: ERISA Participant Disclosure Will Not Violate SEC Advertising Rules
November 2, 2011 Legal Alert: Insurance Regulators Heighten Focus on Life Insurer's Separate Accounts
March 17, 2011 Legal Alert: Cost of Insurance Litigation - Recent Ruling on Meaning of "Mortality Experience" and Other Developments
February 7, 2011 Legal Alert: New York's Highest Court Approves STOLI Policy Sales
November 18, 2010 Legal Alert: Federal Court: Egregious Facts May Permit Life Policy Rescission After Expiration of Incontestability Period
October 21, 2010 Legal Alert: DOL Finalizes New ERISA Disclosure Rules for Participant-Directed Retirement Plans
October 20, 2010 Legal Alert: Summary Judgment Granted for Defendant in Certified Deferred Annuity Class Action
October 8, 2010 Legal Alert: Annuity Surrender Charge/MVA Disclosures Held Insufficient in California
October 6, 2010 Legal Alert: Court Rejects Suit Alleging Fraud and Negligent Design in the Sale of Universal Life Insurance Policies
September 30, 2010 Legal Alert: NAIC Proposes Expansive New Governance, Risk Management and Reporting Duties on Insurance Holding Company Systems; A New Liability Profile Emerges for Directors and Senior Management
July 9, 2010 Legal Alert: District Court Rules on Stranger-Initiated Annuity Transactions
June 4, 2010 Legal Alert: Securities and Exchange Commission Consents to Delay of Indexed Annuity Rule Effective Date
December 9, 2009 Legal Alert: Ninth Circuit Overturns Denial of Class Certification in Action Involving Sale of Annuities to Senior Citizens; Orders Class Certified
August 31, 2009 Legal Alert: Class Certification Denied in Fixed Indexed Annuity Interest-Crediting Case
July 27, 2009 Legal Alert: Court Rules on the SEC's Indexed Annuity Rule
July 22, 2009 H.R. 2733 Nullifying Rule 151A and Amending Section 3(a)(8) of the 1933 Act
June 11, 2009 Legal Alert: Class Decertification Denied in Action Involving Bonus Annuity Claims
March 2, 2009 Legal Alert: Class Certification Denied in Fixed Annuity Interest-Crediting Case
February 26, 2009 Legal Alert: SEC and FASB Provide Clarification on Fair Value Accounting Rules
October 2, 2008 |