KEITH KESSEL – Senior Compliance Consultant

Professional Experience

BEKKER COMPLIANCE CONSULTING PARTNERS, LLC
BEKKER COMPLIANCE INSTITUTE
Independent Consultant – 2006 to Present

Keith provides senior-level consulting and training services to BCCP’s financial services clientele. Keith has delivered Risk Management courses for our clients in Kuwait. He has also provided high-level risk management and compliance consulting services to several of our US clients, which included brokerage firms, investment advisers, and hedge funds.

Compliance International, LLC
President – 1/07 to Present

Procopé & Hornborg, Ltd, Attorneys at Law
Special Counsel – 1/10 - Present

Laakso, Lukander & Ruohola Ltd. Attorneys at Law
Special Counsel – 4/08 – 12/09

Business Law Services, LLC
President – 1/07 – 4/08

  • Please visit www.procope.fi (English section) for a description of services.
  • Please visit www.internationalcompliance.biz for a description of services.
  • Form new companies and structure their risk management profiles.
  • Advise firms on organizational management matters.
  • Develop Risk Assessments.
  • Develop Compliance Programs & perform compliance reviews per broker/dealer industry regulations.
  • Develop Compliance Programs & perform compliance reviews per investment advisory industry regulations.
  • Perform Anti-Money Laundering reviews.
  • Advise market makers, trading firms, retail, real estate securities syndicates and private placement firms.
  • Develop Private Placement Memorandums, private placement compliance procedures and Selling Group Agreements for issues and the broker/dealers selling the securities.
  • Conduct federal and state law research for the corporate financing transactions and advise firms accordingly.
  • Work with broker/dealer risk management committees to obtain clearance to sell the securities.
  • Advise on legal obligations relative to cross border trading and hedge fund placement regulations, anti-money obligations, market conduct regulations, registration regulations, perfection of security interests, etc.
  • Develop and modify Compliance and Audit Procedures.
  • Lecture and train companies and its personnel on investment adviser and money manager laws and regulations.
  • Serve as Special Counsel or compliance consultant for Investment Advisers and Broker/Dealers.

Senior Compliance Officer & Special Counsel – 1/07 to 6/07
ALPS Fund Services, Inc., Denver, CO
Consultant – 7/07 to 12/07

  • Work with Internal Audit/Risk on the operational and regulatory matters of this financial industry service provider.
  • Advised Firm on how to form a new Broker-Dealer and develop its regulatory filings.
  • Developed International Private Equity Business Line, Contracts, Procedures & Regulatory Approvals.
  • Worked as co-counsel with issuer on private equity offering for Fund to Fund sale to U.S. QIBs.
  • Managed legal & operational restructuring to accommodate European private equity business.
  • Developed client guidance on licensing usage and regulatory disclosure obligations.
  • Developed written guidance for the Hedge Fund Clients & their Investment Advisers.
  • Drafted and led the business expansion application for (FINRA) regulatory review.
  • Reviewed and overhauled the Written Supervisory Procedures.
  • Reviewed & suggested advisable amendments to the Broker-Dealer & Registered Investment Adviser Codes of Ethics in order to mitigate trading and regulatory risks.
  • Reviewed marketing & distribution contracts for compliance with risk management thresholds.
  • Developed client communications to help with institutional business from issuer and distributor perspectives.
  • Managed Advertising Review Team in order to reduce litigation and regulatory risks.
  • Reviewed accounting & operational practices for as part of the risk assessment.
  • Worked with Internal Audit and Risk Management to identify regulatory and business issues for review.
  • Revised existing Audit Engagement Agreement to revise scope and to fulfill securities law obligations.
  • Helped restructure Commission Accounting System & Organization Hierarchy for legal & regulatory compliance.
  • Evaluated Firm’s Filing Procedures for Discretionary Asset Management Reporting to SEC (Form 13F Edgar Filings).
  • Oversaw Code of Ethics certification for the Fund clients.
  • Oversaw Compliance Surveillance per the Investment Company Act.
  • Oversaw Compliance Surveillance per the Transfer Agent’s legal obligations and risk management commitments.

Executive Vice President & General Counsel
Affiliated Financial Services Corporation, Austin, TX – 1/06 to 1/07

  • Reported to President of the Top Tier Holding Company.
  • Served as Secretary to the Board of Directors of Top Tier Holding Company.
  • Advised Board of Directors and Staff on Risk Matters Impacting Strategic Business Plan.
  • Managed and Advised the Chief Compliance Officers of the Broker/Dealer and Investment Advisory Subsidiaries.
  • Developed and Reviewed Distributor and Product Selling Agreements.
  • Developed Acquisition Agreements.
  • Developed Selling Agreements and Compliance Disclosures to Comport with Risk Profiles.
  • Developed Private Placement Memorandums, Subscription Agreements and Associated Compliance Procedures to Mitigate Market, Compliance and Litigation Risks.
  • Developed Compensatory Benefits Plans, Options, Warrants, and other Securities documentation.
  • Developed Securities Notes and Loan Notes.
  • Structured Business Models and the Associated Legal & Compliance Procedures for such Business Models.
  • Developed Business Plan for Venture Capitalists.
  • Advised Board of Directors on Holding Company Strategic Management Matters.
  • Developed and Prepared Operating Agreements, Partnership Agreements and Articles of Incorporation.
  • Formed new companies.
  • Prepared Filings for LLCs, LLPs and C Corporations.
  • Conducted Legal/Compliance Reviews and Audits.

Chief Executive Officer; Chief Legal & Compliance Officer
AFS BROKERAGE, Inc., Greenwood Village, CO - 1/05 to 12/05

  • Reported to Chairperson of the Board of Directors.
  • Advised the Board of Directors on business strategies and applicable risk implications.
  • Manage the operational, compliance, licensing, sales development and administrative personnel.
  • Served as Chairperson for New Products Due Diligence Committee to Manage Product Risk.
  • Served as Chairperson for Special Review Hiring Committee to Assess Personnel Risk.
  • Served as firm’s specialist on investment advisory business models and new brokerage services strategies.
  • Overhauled Marketing, Accounting, Compliance and Sales Development functions.
  • Developed and frequently revised Written Supervisory Procedures in compliance with laws, regulations & rules.
  • Reviewed, drafted and signed numerous contracts.
  • Reviewed Contracts for Key Risk Indicators and Risk Threshold Matters.
  • Negotiated, structured and drafted Selling & Networking Agreements, Stock Purchase & Merger Agreements.
  • Negotiated and advised firm merger negotiations and on its ultimate Stock Sale Agreement in 12/05.
  • Developed risk controls application to obtain regulatory approval to sell the company.

Chief Operations Officer & General Counsel
AFS BROKERAGE, Inc., Greenwood Village, CO - 1/03 to 1/05

  • Reported to President.
  • Manage the audit, risk management, compliance, trading & operations, managerial & sales development personnel.
  • Negotiate with counterparties, service organizations and customer affinity groups per stated risk management goals.
  • Provide counsel for the strategic business, risk management and marketing initiatives.
  • Negotiated, drafted and signed various business, networking, sales, marketing and IT agreements per risk management objectives.
  • Developed joint venture strategy and accompanying contract.
  • Signature Authority with firm’s bank accounts.
  • Established affiliated agency for variable annuity networking.
  • Conducted regional compliance and audit meetings.
  • Responsible for staffing and restructuring Audit and Compliance Functions.
  • Drafted & implemented Employee Handbook to Mitigate Personnel, IT & Privacy Risks.
  • Advised and directed firm on various business developments and proposals.
  • Hired Outside Counsel and Worked as Co-Counsel in Negotiating Legal Settlement with Insurance Company.

General Counsel—US & UK Operations Employee - 6/01 to 12/02
EVLI BANK, Helsinki, Finland Consultant - 1/03 to 5/03
NORDIC PARTNERS, New York, NY (Counsel & Reg. Rep.) 6/01 to 1/03
(Consultant) 1/03 to 5/03

  • Reported to Chief Executive and Chief Administrative Officer.
  • Advised Board of Directors and Management on Restructuring of U.S. and European operations & business models.
  • Advised on the following operations:
    • Proprietary Mutual Funds
    • Discretionary Asset Management
    • Hedge Funds
    • Retail Brokerage
    • Trading Desk & Dealing Activities
    • Corporate Finance
    • Research
  • Developed Risk Management and Compliance Procedures.
  • Reviewed and Developed Numerous Contracts.
  • Developed Shareholders’ Agreements and Options Agreements.
  • Managed and advised company on corporate and LLC filings in Delaware & California, respectively.
  • Advised Helsinki Legal Department on US & UK legal and compliance requirements.
  • Worked with regulators on business matters affecting the firm’s operations.

Chief Compliance Officer, Executive Vice President, & General Counsel
AFS BROKERAGE, Inc. and AFFILIATED FINANCIAL SERVICES, Inc.
Greenwood Village, CO 7/98-6/01

  • Reported to President.
  • Directed the compliance program.
  • Managed the legal and regulatory aspects of the broker-dealer and investment advisory business.
  • Managed Designated Supervisors, the Chief Trading & Operations Officer & Associate Directors of Compliance.
  • Provided counsel to the sales force.
  • Developed and advised Company on Risk Management Controls.
  • Organized and conducted Annual Compliance Conferences for the firm.
  • Interfaced with the industry’s regulators.
  • Interfaced with our securities clearance and settlement firm.
  • Coordinated audits with regulators.
  • Coordinated internal audits.
  • Maintained Membership Agreement with FINRA.
  • Executive contact person for FINRA.
  • Developed contracts, negotiated their terms and routinely conducted contractual reviews.
  • Assessed litigation strategies and managed other disputes.
  • Developed internal audit, risk management, compliance and regulatory programs.
  • Developed audit and compliance manuals.
  • Supervised the hiring and registration of the RRs and their branch offices.
  • Conducted the initial regulatory training of RRs.
  • Developed continuing education requirements and programs.
  • Advised information technology firm on the development of compliance software to reduce operational risk.
  • Served as Chief Designated Principal assigned to review and approve advertising and sales literature.
  • Served as Chairperson of the firm’s Business Conduct Committee.
  • Served as Chairperson of the firm’s Audit Committee.
  • Served as the Compliance Registered Options Principal (“CROP”).
  • Firm representative for National Society of Compliance Professionals.
  • Temporarily served as Acting President & CEO.
  • Reported directly to the respective Presidents.

    • Counsel/Compliance Officer
    PHILADELPHIA STOCK EXCHANGE & Affiliates, Philadelphia, PA - 11/93 to 6/98

    Market Surveillance Department:

    • Managed market surveillance staff in the investigation and preparation of insider trading cases.
    • Prepared cases for referral to, and sanctioning by, the SEC.

    Legal Department:

    • Engaged in institutional negotiations.
    • Worked with Audit Committee of the Board of Directors and the Internal Audit Director on Risk Matters.
    • Developed contracts and rule change proposals for regulatory review and approval.
    • Routinely interfaced with SEC, the Federal Reserve Bank and other regulators.
    • Served as a project development liaison between our broker-dealer customers and the management team.
    • Served as a legal project leader for customer-related business requests.
    • Participated in committees of the Boards of Directors.
    • Company representative in securities industry committees.
    • Monitored and provided input into automation projects from a legal/regulatory perspective.
    • Conducted research, writing, audits and reviews.

    Education

    TEMPLE UNIVERSITY SCHOOL OF LAW, Philadelphia, PA, Juris Doctor, 5/93

    Activities:

    • Business Law Society
    • International Law Society
    • Phi Delta Phi

    UNIVERSITY OF MARYLAND, College Park, MD-Bachelor of Science, Business & Management, 5/90

    Majors: Double Major--Finance and Marketing

    Honors:

    • Magna Cum Laude
    • Wall Street Journal Award for Outstanding Securities Analysis
    • USAA Scholastic All-American
    • Financial Management Association
    • Phi Kappa Phi
    • 11th, 12th & 13th Annual National Dean’s List
    • Golden Key National Honor Society
    • Dean’s List—7 semesters

    Activities

    • Finance, Banking & Investment Society
    • American Marketing Association

    Licenses

    Law Licenses

    • Colorado
    • Pennsylvania
    • Washington, DC

    Securities Licenses

    • 4
    • 7
    • 24
    • 53
    • 65

    Certifications
    Investment Adviser Certified Compliance Professionalsm (sponsored by the Investment Advisers Association, National Regulatory Services and the Center for Compliance Professionals)

    Memberships

    • ABA & Delegate for the Center for International Legal Studies

    Awards

    • AFS Brokerage Distinguished Service Award
    • Evli Bank Certificate of Appreciation
    • Philadelphia Stock Exchange Dedicated Service Award

    Committees

    • NAVA Variable Annuity Suitability Task Force (2008)
    • FINRA Consultative Committee (2007)
    • FINRA Nominating Committee (2007)
    • FINRA Arbitrator (1999 – present) (Arbitrator Chairperson 2007 – present)
    • FINRA District Committee (1/04 – 12/06)
    • FINRA Hearing Panel Participant (2005 and 2006)
    • Member of the Congress of Fellows of the Center for International Legal Studies
    • Focus Group Member for the National Regulatory Services Compliance Certification Program for Investment Advisers
    • American Bar Association (ABA)
      • Federal Regulation of Securities Committee (2002-2008)
      • Developments in Investment Services Committee (2002-2008)
      • International Securities Matters Subcommittee (2005)
      • Financial Services and the European Community Task Force (2005)

    Presentations

    • FINANCIAL & COMMERCIAL PERSPECTIVES BETWEEN THE US AND FINLAND, November 11, 2008, Turku, Finland, Sponsored and Hosted by the World Trade Center
    • FROM TEXTBOOK TO APPLICATION – PERSPECTIVES IN CORPORATE GOVERNANCE, November 5, 2008, Helsinki, Finland, Masters Program in Corporate Governance, Hanken School of Economic
    • CROSS BORDER INVESTMENT ADVISORY SERVICES (with a particular emphasis on MiFID and Basel II)
    • Navigating Foreign Regulatory Requirements, May 12-15, 2008 Miami, Florida (National Regulatory Services (“NRS”) Annual Spring Conference)
    • AML Risk Assessment: Best Practices for Investment Advisers, Broker/Dealers, Mutual Funds and Hedge Funds, May 12-15, 2008, Miami, Florida (NRS Annual Spring Conference)
    • AUDIT OF RISK MANAGEMENT (with particular emphasis on Basel II), Institute of Banking Studies, April 14-17, 2008, Kuwait City, Kuwait
    • INTERNATIONAL SECURITIES LAW AND FINANCE Conference, Restructuring the International, Unregistered Broker-Dealer’s Operations to Comply with the U.S. Federal Securities Laws, October 10-13, 2002, Salzburg, Austria (Sponsored by Center for International Legal Studies, Salzburg, Austria)
    • CROSS-BORDER LITIGATION AND DISPUTE RESOLUTION Conference, Reforming Your Clients’ International Business Practices to Improve the Alternative Dispute Resolution Position, Steamboat Springs, CO, February, 10-16, 2002 (Sponsored by Center for International Legal Studies, Salzburg, Austria)
    • White Paper presented to FINRA District Committee – Western District, regarding Templates & Model Disclosures, October 5, 2006
    • White Paper presented to FINRA District Committee – Western District, regarding Network & Affinity Marketing Rule Proposal, October 5, 2006

    Publications

    • "Raising Capital and/or Doing Business in the US," October 2008, Chamber of Commerce newsletter, Turku, Finland
    • Authored article in Ignites, a publication for the Fund industry, about Risk Management entitled “How Do I Judge Our Risk Controls,” April 10, 2008
    • Authored article in Ignites on Variable Annuity Sales and Compliance, entitled “How Do Firm Prepare for VA Sales Rule,” May 9, 2008
    • Authored article entitled "International Broker/Dealer and Investment Banking Strategies," published by Kluwer Law International in the Comparative Law Yearbook of International Business of the Center for International Legal Studies, 2007
    • Authored article published by the Center for International Legal Studies in the International Business Law Bulletin; July-August 2002 edition, entitled "Essential Considerations for International, Unregistered Broker-Dealers, Investment Companies, Investment Advisers and Investment Banks."
    • Authored Article in Ignites, a publication catering to the Fund industry, entitled “Preparing for VA Sales Rule,” April, 2008
    • Authored article entitled "International Broker/Dealer and Investment Banking Strategies,” published by Kluwer Law International in the Comparative Law Yearbook of International Business of the Center for International Legal Studies, 2007.
    • Authored article published by the Center for International Legal Studies in the International Business Law Bulletin, July-August 2002 edition, entitled "Essential Considerations for International, Unregistered Broker-Dealers, Investment Companies, Investment Advisers and Investment Banks."

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