Christopher S. Petito

Counsel

Washington
Willkie Farr & Gallagher LLP
1875 K Street, N.W.
Washington, DC 20006-1238
T 202 303 1117
F 202 303 2117
cpetitowillkie.com

Christopher Petito is counsel in the Asset Management Group. He practices corporate and securities regulatory law involving investment company, investment adviser, and broker-dealer matters, including advising on all aspects of the design, organization and registration of investment companies and related insurance products, as well as providing regulatory and compliance counseling.

Christopher represents regulated entities before federal and state securities regulators in connection with exemptive applications, no-action requests and regulatory examinations, investigations and enforcement proceedings. Christopher also represents firms in mergers and acquisitions and restructurings in the life insurance, investment management and related industries.

Before reentering private practice in 1994, Christopher served for six and one-half years as an enforcement lawyer in the SEC’s New York Regional Office, where he last served as the Assistant Regional Administrator in charge of that office’s Investment Management Enforcement group.

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Highlights

Christopher Petito is counsel in the Asset Management Group. He practices corporate and securities regulatory law involving investment company, investment adviser, and broker-dealer matters, including advising on all aspects of the design, organization and registration of investment companies and related insurance products, as well as providing regulatory and compliance counseling.

Selected Significant Matters

Chris' representative matters include*:

Regulatory and Product Development

  • Advising advisers and distributors of variable product funds with respect to participation agreements, distribution agreements and related service agreements;
  • Advising a life insurance company and preparing regulatory filings in connection with the sale of its retail life insurance and annuity distribution business;
  • Advising investment adviser on investment allocation procedures;
  • Advising a dealer in the development of hedging products for guaranteed benefits under variable annuity contracts;
  • Advising life insurance companies in regards to guaranteed investment contracts and synthetic guaranteed investment contracts;
  • Advising private equity adviser in establishment of an insurance dedicated private equity fund;
  • Advising an investment adviser as to a substitution application for a registered insurance products fund;
  • Advising a private fund adviser in becoming a sub-adviser to a sleeve of a multi-managed, multi-strategy alternatives fund;
  • Advising an investment adviser in the establishment of registered mutual funds, including appropriate changes to the firm's compliance program;
  • Advising private fund advisers as to registration obligations and exemptions in light of the changes mandated by the Dodd-Frank Act;
  • Advising insurance companies and distributors on the effect of the enactment and repeal of SEC Rule 151A;
  • Advising life insurance companies in the development of private placement variable life insurance and COVLI products and structuring of underlying investment options, including stable value investment options; and
  • Reviewing the compliance program of a sponsor of turnkey asset management programs.

M&A

  • Advising mutual fund complexes in connection with the acquisition of registered underlying funds;
  • Advising Aetna in connection with the sale of its group life insurance and disability business to The Hartford;
  • Advising AEGON in connection with the sale of its BOLI/COLI business to Wilton Re through reinsurance;
  • Advising New York Life Insurance Company in connection with the sale of its retirement plan services business to Manulife;
  • Advising The Dai-ichi Life Insurance Company in connection with its acquisition of Protective Life Corporation;
  • Advising Aviva plc in connection with the sale of its U.S. life insurance and annuities business;
  • Advising The Allstate Corporation in connection with the sale of its Lincoln Benefit Life Company subsidiary;
  • Advising Protective Life Corporation in connection with its acquisition of MONY Life Insurance Company and related re-insurance transactions;
  • Advising the Order of Foresters in its acquisition of First Investors Consolidated Corporation;
  • Advising Security Benefit Corporation in its acquisition by Guggenheim Partners;
  • Advising AEGON USA, Inc. in its acquisition of Merrill Lynch Life Insurance Company and ML Life Insurance Company of New York; and
  • Advising MetLife, Inc., in the sale of portions of its full-service bundled small and mid-sized 401k plan business.

Selected Professional and Business Activities

  • Chairman, Subcommittee on Securities Activities of Insurance Companies, American Bar Association, Section of Business Law
  • Member, American Bar Association (Section of Business Law, Committee on Federal Regulation of Securities)
  • Member, Editorial Advisory Board, Practical Compliance & Risk Management for the Securities Industry (Wolters Kluwer)
  • Member, Association of Life Insurance Counsel

Selected Publications and Lectures

Selected Publications

  • “Privilege Issues Relating to SEC Inspections: A Primer,” Modern Compliance, Vol. II (Wolters Kluwer 2017) (D. Lui, J. Walsh and D. Mitchell, Eds.).
  • Co-author, “SEC Proposes Changes to Money Market Funds,” The Metropolitan Corporate Counsel (June 18, 2013).
  • "Protection of Confidential Information Provided in SEC Inspections after the Repeal of Section 929I of the Dodd-Frank Act," Practical Compliance and Risk Management for the Securities Industry (March-April 2011).
  • "SEC Inspections," Mutual Fund Regulation (PLI Oct. 2010) (C. Kirsch, Editor).
  • Co-author, "The Regulatory Response to the Mutual Fund Scandals," Mutual Fund Regulation (PLI Oct. 2010) (C. Kirsch, Editor).
  • "Status of Variable Products Under the Securities Act of 1933," Variable Annuities and Variable Life Insurance Regulation (PLI Nov. 2010) (C. Kirsch, Editor).  
  • Co-Author, "Index-Linked Policies in Italy: Is It the Beginning of the End," EuroWatch (April 15, 2009).
  • "SEC Adopts Index Annuity Rule and Reporting Exemption for Insurance Companies," Derivatives (Mar. 2009).
  • "Handling Privilege Issues in SEC Inspections," Practical Compliance & Risk Management for the Securities Industry (March-April 2008).
  • Co-author, "Practical Tips for Handling Regulatory Inspections," Review of Securities and Commodities Regulation (Oct. 12, 2005).

Selected Speaking Engagements

  • “Custody – SEC’s New Guidance (IA)”, NRS Fall Compliance Conference, October 25, 2017.
  • “The SEC and Cyber Security: What Broker-Dealers and Investment Advisers Must Know in 2016”, Webinar sponsored by The Knowledge Congress, January 14, 2016.
  • “Current Issues for Private Placement Variable Life Insurance and Annuity Products,” Regulatory Changes for Insurance Products Demystified, Webinar sponsored by The Knowledge Congress, February 18, 2014.
  • “Section 15 Requirements and Disclosures Between Fund and Sub-Adviser,” Sub-Advised Funds Compliance Workshop, October 1, 2012 (Financial Research Associates).
  • “Current Issues for Private Placement Life Insurance and Annuity Products,” Insurance Securities and Other Products, Webinar sponsored by The Knowledge Congress, May 29, 2012.
  • "Spotlight on Policies and Procedures, How are you managing policies and procedures in the era of dramatically increased regulatory scrutiny," webinar sponsored by Wolters Kluwer Financial Services, Sept. 28, 2010.
  • "Investment Adviser Compliance Programs and SEC Inspections," Fundamentals of Investment Adviser Regulation, July 17, 2009 (PLI).
  • "Recent Developments in Variable Products Advertising Regulation," Conference on Life Insurance Company Products, November 13-14, 2008 (ALI-ABA).
  • "Compliance Programs for Investment Advisers and Investment Companies," ABCs of Investment Adviser Regulation, May 9, 2008 (PLI).
  • "Practical Tips for Handling Regulatory Inspections," Investment Adviser Regulation, January 25, 2008 (ALI-ABA).
  • Panelist, "The Regulatory 'Civil War' Over Variable and Equity Index Annuity Sales and Supervision," 2007 ABA Annual Meeting, August 12, 2007.
  • Panelist, "Issues Relating to Underlying Funds of Variable Products," NAVA 2007 Compliance and Regulatory Affairs Conference, June 25, 2007.
  • "Compliance Programs for Investment Advisers and Investment Companies, "ABCs of Investment Adviser Regulation, scheduled for May 11, 2007 (PLI).
  • "Compliance Programs for Investment Advisers and Investment Companies," ABCs of Investment Adviser Regulation, Nov. 17, 2006 (PLI).
  • Panelist, "Compliance Developments and Emerging Issues," ACLI Annual Conference, Oct. 23, 2006.
  • "Practical Tips for Handling Regulatory Inspections," Variable Products Legal and Compliance Forum, Jan. 18, 2006 (LegalWorks).
  • "Practical Tips for Handling Regulatory Inspections," SEC/NASD Compliance: Designing and Implementing an Effective Compliance Program for Mutual Funds, Investment Advisers, and Broker-Dealers, June 17, 2005 (ALI-ABA).
  • "Premium Finance: An Overview of Federal Securities Law Issues and Recent Developments," and "Variable Products Marketing and Advertising: Recent Developments," Life Insurance Company Products: Current Securities, Tax, ERISA, and State Regulatory Issues, Nov. 4-5, 2004 (ALI-ABA).
  • "Practical Tips for Handling Regulatory Inspections," Variable Products Legal and Compliance Forum, September 30, 2004 (Glasser LegalWorks).
  • "Registered Insurance Products Issues in Insurance Company Consolidations," and "Amendments to SEC Advertising Rules," Life Insurance Company Products: Current Securities, Tax, ERISA, and State Regulatory Issues, Nov. 20-21, 2003 (ALI-ABA). 

 

*Christopher advised on some of these matters at his prior firm.

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