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On Demand Audio

Pay-to-Play Rules: Latest Developments on MSRB, SEC, CFTC and FINRA Regulations

(266 reviews)

Produced on October 14, 2016

$ 59 The SEC and Election, Campaign, & Political In Stock

Course Information

Time 63 minutes
Difficulty Intermediate

Course Description

Pay-to-play rules restrict political contributions made by covered employees of companies that have, or attempt to obtain, a business relationship or contract with a government entity. Covered contributions may have draconian implications, resulting in a loss of business and compensation. At the federal level, these pay-to-play rules apply to broker-dealers and municipal advisors (MSRB Rules G-37/G-38), investment advisers (SEC Rule 206(4)-5), and swap dealers (CFTC Rule 23.451). On August 25, 2016, the SEC approved FINRA proposed rules 2030 and 4580 that impose pay-to-play restrictions and record keeping requirements on broker-dealers that act as placement agents for investment advisers or their managed funds. Many states and localities throughout the U.S. regulate political contributions in a similar manner. Additional regulatory developments are expected in the area of pay-to-play in the coming months.

Learning Objectives: 

  1. Learn the key provisions of pay-to-play rules and their practical impact
  2. Discuss strategies for compliance
  3. Identify unique election year issues


Kenneth Gross

Skadden, Arps, Slate, Meagher & Flom LLP

Kenneth A. Gross leads Skadden’s Political Law practice and advises clients on matters relating to the regulation of political activity. A nationally renowned authority on campaign law compliance, gift and gratuity rules, lobby registration provisions, and securities laws regulating political activity and municipal securities transactions, Mr. Gross counsels numerous Fortune 500 corporations and political candidates at the state and federal level. As former associate general counsel of the Federal Election Commission (FEC), Mr. Gross headed the general counsel’s Enforcement Division and supervised the legal staff charged with the review of the FEC’s Audit Division.

Presently, his clients include commercial and investment banks, insurance companies, energy companies, pharmaceuticals, accounting firms, real estate firms, media companies and trade associations. He advises elected officials as well as candidates facing various federal and state races. Mr. Gross also counsels senior-level political appointees facing Senate confirmation in matters related to compliance with government ethics laws.

Mr. Gross is well-known for his experience regarding the Ethics in Government Act, the Lobbying Disclosure Act, the Honest Leadership and Open Government Act, and the U.S. House of Representatives and Senate ethics rules. He also has worked extensively with federal and state lobby registration laws, in particular compliance with the Federal Regulation of Lobbying Act and the Foreign Agents Registration Act. Additionally, he advises corporations on internal ethics guidelines and conducts internal investigations. Mr. Gross advises many corporations on their responses to shareholder proposals regarding disclosure of political and lobbying expenditures.

Beginning with the underwriting scandals on political contributions in the late 1980s and 1990s that led to MSRB Rules G-37/G-38 regulating the activities of broker-dealers, Mr. Gross has been at the forefront in advising clients on compliance with pay-to-play rules. Such rules have broadened over the years to restrict activity by investment advisers (SEC Rule 206(4)-5) as well as swap dealers and major swap participants (CFTC Rule 23.451).

Mr. Gross repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in AmericaWashingtonian Magazine repeatedly has recognized him as a top lawyer in the field of ethics and election law. In addition, he was recognized as a leading Washington, D.C. attorney byWashington Post Magazine and was named Best Lawyers’ 2017 Washington, D.C. Government Relations Practice Lawyer of the Year. Roll Call named Mr. Gross among the outstanding lawyers when it last identified “Who’s Who Among the Congressional Ethics Bar.” He has been listed in multiple editions of Who’s Who in America. Mr. Gross received a 2013 ILO Client Choice Award, awarded by the International Law Office in recognition of individual partners who excel across the full spectrum of client service. In addition, in 2006, Mr. Gross was the recipient of the Council on Governmental Ethics Law (COGEL) Award, the highest award given by COGEL in recognition of service to the ethics community.

Mr. Gross is widely known as a speaker on ethics in government and election law. A frequent featured guest on CNN, Fox News, NPR Radio and other media outlets, Mr. Gross was CNN’s on-air election law analyst during the 2000 Florida election dispute and made daily appearances in covering the election. He advised NBC’s television show “The West Wing” on election law issues that arose in the show’s scripts.

In addition, he is the co-author of the Ethics Handbook for Entertaining and Lobbying Public Officials. His published articles on campaign finance have appeared in theStanford Law and Policy Review and the Yale Law & Policy Review (“The Enforcement of Campaign Finance Rules: A System in Search of Reform”); Federal Bar Journal; Corporate Political Activities (published by Business Laws, Inc.); Money, Elections and Democracy; and several other publications. He also is the author of supplements to a treatise titled “Federal Regulation of Campaign Finance and Political Activity.” He served as a commentator for the “Under the Influence” Experts Forum published by The National Journal. Mr. Gross has co-authored summaries of the STOCK Act for the Harvard Law School Forum on Corporate Governance and Financial Regulation.

Mr. Gross co-chairs the Practising Law Institute’s annual seminar on “Corporate Political Activities.” He is an adviser to the American Law Institute’s Members Consultative Group on the Principles of Government Ethics. He chaired the Election Law Committee for the Federal Bar Association. Mr. Gross also served as an appointee of former Sen. Daniel P. Moynihan (D-NY) on the New York Judicial Screening Committee, where he participated in the recommendation of New York federal judges and U.S. attorneys.

As an active participant in various nonprofit organizations, Mr. Gross serves on the board of trustees of the Campaign Finance Institute and is a member of the executive committee and counsel to the American Council of Young Political Leaders. Mr. Gross is a co-founder of No Labels, a nonprofit focused on developing bipartisan approaches toward solving our nation’s problems. He also is a member of the United States Holocaust Memorial Museum’s Lawyers Committee and a board member of the Public A airs Council.

Mr. Gross has served on the faculty of George Washington University and also at New York University. He often lectures at Georgetown University Law Center, Fordham University School of Law and American University.

Charles M. Ricciardelli

Skadden, Arps, Slate, Meagher & Flom LLP

Charles Ricciardelli advises clients on government affairs compliance at the federal, state and local levels. He regularly advises clients on state and federal pay-to-play laws, particularly SEC Rule 206(4)-5. He also advises clients on municipal advisor issues.

Mr. Ricciardelli has significant contact with various ethics and elections commissions, including the Federal Election Commission (FEC). He has represented a number of clients in the FEC’s Alternative Dispute Resolution Program and, in 2014, he represented Health Care Service Corporation in obtaining a favorable advisory opinion from the FEC concluding that its PAC is no longer affiliated with BluePAC. He also assists in the representation of clients facing enforcement actions.

Mr. Ricciardelli counsels individuals who are entering into or returning from holding government office on laws and regulations regarding conflicts of interest, financial disclosure and divestment, and “revolving door” restrictions.

Additionally, Mr. Ricciardelli frequently conducts training for legal, compliance and government affairs groups on the full spectrum of political law compliance issues.

Prior to joining the Political Law Group, Mr. Ricciardelli represented investment advisers in the formation and operation of private equity and hedge funds, as well as advising on certain other transactional matters.

Mr. Ricciardelli has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business 2016.


James M.

Outstanding presentation.

Richard R.

Very skillful. Thank you . . . what I would expect from Skadden--professionalism.

Dane R.

Excellent and detailed.

Susan T.

Well prepared Faculty

Daniel T.

Excellent lecture and the slides were very helpful, but I could not download them using link on course page.

Julie A. B.

Apt subject for the 2016 presidential election cycle with a discussion that highlights unique election-year issues. Valued learning the important requirements of the pay-to-play rules escorted by their real-world impact in addition to assorted approaches for compliance.

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