Bentley J. Anderson

Principal

Ben Anderson, the principal of Anderson PLC, has a multidisciplinary practice representing investment advisers, private funds, registered funds, broker-dealers, commodity pool operators, commodity trading advisors, institutional investors, and other entities and persons in connection with securities and commodities regulatory compliance, transactional, business law, and commercial matters.  His experience includes working with businesses of all sizes, from start-ups to multinational enterprises.

Mr. Anderson’s experience with financial services clients includes:

• Advising boards and executives regarding securities and commodities regulatory compliance matters and obligations, including those applicable to trading, trade-financing, supervision, data retention and reporting, retention and production of electronic communications, testing and surveillance, privacy, and cybersecurity, and mitigating internal conflicts of interest;
• Forming, structuring, and documenting funds pursuing a variety of investment strategies (including, among others, equity, relative value, macro, event, credit, multi-strategy, and algorithmic, low-latency, and other “automated” and quantitative / programmatic trading strategies);
• Conducting comprehensive reviews of securities and commodities legal and regulatory risk management systems, including in relation to the design and implementation of written policies and procedures and technology-based controls; and
• Negotiating, documenting, and advising boards and executives regarding strategic transactions, including sales of firms, units, and divisions, strategic investments, and joint venture transactions.

Mr. Anderson has also conducted hundreds of training sessions regarding U.S. securities and commodities laws and regulations for U.S.- and non-U.S.-based portfolio managers, analysts, traders, registered representatives, investment bankers, institutional sales and supervisory staff, operations staff, treasury staff, in-house lawyers, and senior and junior compliance officers.

In addition, he has defended a significant number of regulatory investigations, including those conducted by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Commodities Futures Trading Commission, and individual exchanges.  He has also designed and conducted mock regulatory examinations, and led and completed numerous internal investigations, including in relation to matters affecting U.S. firms operating in multiple non-U.S. jurisdictions.

In relation to non-financial services clients, Mr. Anderson’s experience includes advising entrepreneurs, start-ups, sole proprietorships, and medium- and large-sized companies regarding entity selection, formation, governance, capitalization, and ongoing operations, and advising investors regarding potential investments in these entities.  With respect to newly-formed entities, his experience includes working with initial and subsequent owners, potential angel and strategic investors, lenders, customers, suppliers, investment bankers, and joint venture parties.  Mr. Anderson also has extensive experience negotiating and documenting a wide variety of commercial relationships, and in negotiating, documenting, and closing capital-raising and strategic transactions, including where such transactions involve the sale of the entire business or of a minority or majority interest in the business.

Mr. Anderson has substantial experience working on securities and commodities regulatory matters and strategic transactions outside of the U.S., including in relation to client matters arising in Australia, Brazil, Chile, France, Germany, Israel, Italy, Malaysia, Mexico, Singapore, Spain, Trinidad, and the United Kingdom.

Prior to founding Anderson PLC, Mr. Anderson held executive in-house counsel roles with three prominent financial services firms. Mr. Anderson was general counsel of RBC Dain Rauscher, a national full-service broker-dealer and investment adviser and formerly a NYSE-listed public company (RBC Dain Rauscher has since been divided into separate business units under the ownership of Royal Bank of Canada, including RBC Capital Markets, RBC Global Asset Management, and RBC Wealth Management, among other units).  At the time of his appointment, Mr. Anderson was the youngest chief legal officer of any of the ten largest full-service securities firms in the United States.  At RBC Dain Rauscher, Mr. Anderson was a member of the firm’s executive management group, and was responsible for the legal and regulatory risk management programs for all of the firm’s businesses, including its global asset management (with multi-billion dollar registered funds and separately managed accounts units), national retail brokerage, equity capital markets (banking, research, syndicate, sales and trading), fixed income capital markets (public finance and investment banking, research, syndicate, sales and trading), proprietary trading, and fully-disclosed clearing units.  As chief legal officer, Mr. Anderson was also responsible for an eight-figure budget, and developed, implemented, and enforced processes to analyze and reduce the organization’s expenditures across a national network of law firms, in all substantive subject matter areas.

Among the significant matters that he managed at RBC Dain Rauscher, in response to a request from the Securities and Exchange Commission, Mr. Anderson personally designed and implemented the process by which conflicts of interest in each of RBC Dain Rauscher’s business divisions and units were identified, and the revenue and risks associated with the conflicts were analyzed.  This project culminated with Mr. Anderson successfully presenting the results of RBC Dain Rauscher’s internal conflicts review in person in Washington, D.C., to the directors of each of the Securities and Exchange Commission’s divisions of Investment Management, Trading and Markets, Corporation Finance, Enforcement, and the Office of Compliance Inspections and Examinations.

Following RBC Dain Rauscher, Mr. Anderson became general counsel of Deephaven Capital Management LLC, a large private fund adviser with offices in the U.S., London, and Hong Kong, and later co-general counsel and chief compliance officer of Diamondback Capital Management LLC, a large private fund adviser with officers in New York City and Connecticut.  Each firm recruited Mr. Anderson to develop and implement a comprehensive regulatory risk management program after the firm was alerted to actual or potential material legal and regulatory issues.

At Deephaven, Mr. Anderson was a member of the firm’s executive management group, and had day-to-day responsibility for the development and implementation of the firm’s legal and regulatory risk management programs. Among other achievements, Mr. Anderson resolved a highly-publicized Securities and Exchange Commission insider trading enforcement matter involving one of Deephaven’s senior portfolio managers. Although the portfolio manager was barred from any future association with a registered investment adviser, the case against Deephaven was settled without the imposition of liability on the firm’s owner or any of its supervisors or executives.  Mr. Anderson also registered the firm with the Securities and Exchange Commission for the first time after almost ten years of operating history as an unregistered adviser, and defended the firm in its initial and multiple subsequent examinations by the Securities and Exchange Commission and other regulators in the U.S., the United Kingdom, and Hong Kong, each of which concluded with a zero-deficiency letter.  In addition, Mr. Anderson was counsel to the Deephaven European Event Fund, an activist investment vehicle which won the EuroHedge award for best performance in 2008.

At Diamondback, Mr. Anderson developed and implemented a comprehensive remedial securities and commodities regulatory risk management program which was foundational to the firm’s defense of highly-publicized parallel criminal and civil insider-trading investigations. The investigations resulted in the conviction of one of the firm’s senior portfolio managers on insider-trading and conspiracy charges, the guilty plea by an analyst to insider-trading and conspiracy charges, and the guilty plea by another senior portfolio manager to insider-trading charges (in each case arising from conduct dating from substantially before Mr. Anderson was recruited to join the firm). Notwithstanding those convictions and the extensive scale of the investigations, the Department of Justice agreed not to prosecute Diamondback (which entered into the first non-prosecution agreement between the federal government and a private fund adviser), and not to pursue criminal or civil charges against the firm’s owners or supervisors, and the investment adviser was permitted to pay a discounted civil penalty to resolve the Securities and Exchange Commission matter.

Mr. Anderson was born and grew up in Los Angeles, California. He received an A.B. from the University of California, Davis, in 1984, a J.D. from the University of Minnesota Law School in 1991, and an LL.M. from Georgetown University Law Center in 1993, which he attended on a fellowship from the Ford Foundation.  Mr. Anderson was also a student at the University of Barcelona in 1982-83, and after college spent two and a half years as a Peace Corps Volunteer in Botswana, teaching at a high school for political refugees.

Mr. Anderson may be contacted by phone at 651-683-2895 and by email at ben@anderson-plc.com.