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Life Cycle of Complex Products

SKU: FR2100
Total Credits
1 - 1.2
  • Online Access
  • Smartphone
  • iPad/iPod/Tablets
  • CDs/DVDs


This CLE program will provide guidance on alternative investment products and complex products. An “official” definition of a complex product does not really exist, the product “definition” often describes a complex product as one in which the average retail investor may not have the sophistication or experience to understand how the operative features of the product interact with different market conditions and how that interaction may affect potential risk and return. This session focuses on due diligence obligations and best practices in connection with the sale of alternative investments, including private placements, structured products, business development companies, real estate investment trusts (REITs) and limited partnerships. Industry practitioners discuss their practices and procedures when vetting complex products.

After attending this session, you will be able to:

  • Understand trends and developments with complex products.
  • Hear industry and regulatory perspectives from FINRA and SEC regarding complex products.
  • Discuss expectations for firms in selling and supervising these products.
  • Learn how to complete due diligence on these products.

FINRA® is a registered trademark of the Financial Industry Regulatory Authority, Inc.

Lecturer Bios

Joseph E. Price, Esq.

Joseph E. Price is Senior Vice President, Corporate Financing/Advertising Regulation, at the Financial Industry Regulatory Authority. The FINRA Corporate Financing Department regulates capital-raising activities of broker-dealers; including equity, debt, REIT, closed-end fund, limited partnership offerings and private placements. The FINRA Advertising Regulation Department regulates broker-dealer sales materials, mutual fund advertisements, social media and other communications with the public. Mr. Price previously worked in various capacities at the Securities and Exchange Commission. He was an assistant general counsel and a special counsel in the Office of General Counsel and he was the Deputy Chief of the Office of Disclosure and Investment Adviser Regulation in the Division of Investment Management. Prior to working at the SEC, he was a litigator in the Bureau of Competition at the Federal Trade Commission. Mr. Price also worked as a compliance investigator at the Coffee, Sugar & Cocoa Exchange. He was an Adjunct Professor at Georgetown University Law Center from 1994 to 2002, where he taught “Current Issues in Securities Regulation” and “Disclosure under the Federal Securities Laws.” He graduated with distinction in economics from the University of Wisconsin and received his law degree from Fordham University.

Deborah S. Froling, Esq.

Deborah S. Froling is Of Counsel in Kutak Rock’s Washington, D.C. office. Ms. Froling is a member of the firm’s Corporate Securities and Real Estate practice groups. She has more than two decades of experience in public and private offerings of debt, equity and convertible securities as both issuer’s and underwriter’s counsel primarily for real estate companies. She also has extensive experience in the tenant-in-common syndication industry and the non-traded REIT, equipment finance, and oil and gas industries. Ms. Froling also has worked with public and private company clients providing general corporate counseling and advising on periodic and annual reporting and other Securities and Exchange Commission (SEC) disclosure requirements. Previously, Ms. Froling worked for two national law firms in Washington, D.C. and a nationally recognized law firm in real estate securities in Richmond, Virginia. She also was an attorney-advisor in the Division of Corporation Finance at the SEC where she examined and analyzed transactional and periodic filings for compliance with federal securities laws, primarily for REITs and syndicated limited partnerships. Ms. Froling is a member of numerous professional associations and is a past president of the National Association of Women Lawyers. Her memberships include the Alternative and Direct Investment Securities Association (f/k/a the Real Estate Investment Securities Association) where she has previously served as the treasurer, a member of the board of directors and chair of the Legislative and Regulatory Committee; and the American Bar Association’s Section of Business Law, where she is a part of the leadership of the State Securities Subcommittee. Ms. Froling received a B.A. from The College of William & Mary, and earned her J.D. from the Columbus School of Law at The Catholic University of America. She is admitted to practice in the District of Columbia and Virginia.

Wayne Souza, Esq.

Wayne Souza is General Counsel and Executive Vice President, Law for the Walton Group of worldwide companies overseeing and managing all legal affairs in and relating to the U.S. He is responsible for federal and state regulatory and compliance matters, including providing advice to senior management on areas of risk and mitigation. In this role, he works with Walton colleagues in Canada, Asia and Europe. In addition, Mr. Souza is responsible for legal matters associated with Walton’s Asian, European and North American offices concerning land, development and securities in the U.S. He also serves as counsel for the Company’s U.S. development company, its institutional division located in New York, as well as its FINRA-member securities firm. Mr. Souza has been an Adjunct Professor at the Regent University School of Law, and is a member of the faculty of the American Law Institute in the area of the private placement of securities. He is currently serving his second three-year term as a Member of the Board of Directors of the Investment Program Association (“IPA”), he served as the founding Chair of the IPA’s Private Placement Committee, served as Vice-Chair of the IPA’s Policy Advocacy Committee, and as co-Chair of the IPA’s Department of Labor Fiduciary Rule Task Force, and was the IPA’s 2015 recipient of its annual Outstanding Service Award. In the summer of 2013, Mr. Souza testified before a Subcommittee of the U.S. House of Representatives’ Financial Services Committee for the IPA concerning the nexus between private capital formation and jobs creation in America. A native of Washington, D.C., Mr. Souza is admitted before the State Bars of Arizona and Virginia, before several federal courts, the U.S. Supreme Court, and is a member of the Association of Corporate Counsel and the American Bar Association.

Richard Vagnoni

Richard Vagnoni is Senior Economist in FINRA’s Office of Emerging Regulatory Issues in Washington, DC. Mr. Vagnoni provides economic analysis support, studies relevant academic and industry research, and monitors and analyzes new and innovative products, including exchange-traded products and structured retail products. Mr. Vagnoni has a B.A. from the Johns Hopkins University and a Ph.D. from the University of California, Santa Barbara, both in economics.

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