BARBARA ENDRES has over 23 years of experience (including 10 years as a Sidley partner) counseling U.S. and foreign broker-dealers, investment banks, commercial banks, securities exchanges, hedge fund and private and public company clients on a wide variety of complex regulatory, compliance, transactional and enforcement matters. A former SEC attorney who was significantly involved in several SEC rulemaking initiatives (including the proposal and adoption of Regulation M), Barbara particularly enjoys working with clients on cross-border and bank/broker-dealer integration issues. Her experience includes:
- Advising a major foreign securities exchange on U.S. exchange and broker-dealer registration requirements, including various exceptions and exemptions from such requirements.
- Negotiation and drafting of a Gramm-Leach-Bliley Act (GLBA)/Regulation R networking agreement between a national commercial bank and its investment bank affiliate.
- Negotiation and drafting of a Rule 15a-6 chaperoning agreement between a major, bulge bracket U.S. investment bank and an unaffiliated foreign commercial and investment bank.
- Formation and registration of several U.S. broker-dealers, as well as FINRA and MSRB membership applications and regulatory approvals of material business expansions, restructurings and changes in control (e.g., FINRA’s NASD Rule 1017), and regulatory due diligence in connection with strategic business combinations (mergers and acquisitions).
- Counseling clients with respect to the new municipal advisor registration requirements implemented under Section 975 of the Dodd-Frank Act, as well as other MSRB compliance issues affecting banks and broker-dealers.
- Responding to FINRA inquiries regarding regulatory compliance matters, particularly with regard to compliance with Regulation M and FINRA Rule 5190.
Barbara regularly advises broker-dealer and investment banking clients on many other SEC, FINRA, MSRB and NYSE regulatory and compliance issues (e.g., outsourcing agreements; research and research analyst conflicts of interest; joint marketing, global branding and “dual-hatting” issues; suitability and “know your customer” obligations; confirmations and account statements; beneficial ownership reporting (Schedules 13D/G); securities offering allocation practices; broker-dealer recordkeeping and electronic delivery issues; and self-regulatory organization (SRO) jurisdictional authority and limitations). Barbara assists clients with drafting written supervisory and compliance procedures tailored to their businesses and also prepares and delivers general and client-specific in-house training programs on regulatory and compliance developments.
Barbara’s issuer and hedge fund-related work includes advising on various trading issues in connection with capital raising and business combination transactions (e.g., Rules 101-104 of Regulation M), corporate buyback programs (including compliance with the safe harbor conditions of SEC Rules 10b-18 and 10b5-1), restrictions on short selling in connection with a public offering (Rule 105 of Regulation M), and the establishment and implementation of information barriers to protect against insider trading.
Barbara has been involved in the drafting of ABA and SIFMA comment letters on various SEC rulemaking initiatives and has authored or contributed to many of the firm’s client alerts on broker-dealer and market regulation developments.
From 1995-1997, Barbara served in the SEC’s Division of Market Regulation (now the Division of Trading & Markets) in Washington, D.C. During her tenure at the SEC, Barbara was responsible for interpreting the rules and regulations administered by the Division and also was substantially involved in several rulemaking initiatives, including the proposal and adoption of Regulation M. From 1991-1995, Barbara practiced private litigation as an associate in the firm’s New York office.