Resume

• 2018

  Tulane University Law School

  JPMorgan Chase & Co.

  Tulane University Law School

  Law Clerk

  United States District Court for the District of New Jersey

  Joseph A. Greenaway

  Jr.

• 2013

  Newark

  New Jersey

  Professor Of Law

  Seton Hall University School of Law

  Goldman Sachs

  Frances Lewis Scholar in Residence

  Washington and Lee University

• 2008

  Seton Hall University School of Law

  United States District Court for the District of New Jersey

  Joseph A. Greenaway

  Jr.

  Simpson Thacher & Bartlett LLP

  Washington and Lee University

  Greater New York City Area and London

  UK

  Associate

  Simpson Thacher & Bartlett LLP

  JPMorgan Chase & Co.

  Newark

  New Jersey

  Associate Professor Of Law

  Seton Hall University School of Law

• 1995

  Bachelor of Science - BS

  International Economics

  Georgetown University

  Doctor of Law - JD

  University of Michigan Law School

• Cyber risks are as pervasive as the technology that facilitates their execution. The threat of cyber attacks or plots to deploy cyber weapons against critical government entities

  private businesses and domestic and international infrastructure resources creates a most significant risk management concern. Pernicious

  perilous and ubiquitous

  cyber risks have emerged as the newest risk management frontier. While the consequences of cyber attacks against individual financial institutions may be alarming

  the interconnectedness of the largest financial institutions in the global economy and their shared dependence on technology render these businesses and the systems that execute their transactions shockingly vulnerable. Because of the unique danger such risks pose in financial markets – threatening the loss of billions of dollars

  paralysis of global capital and credit markets and a possible domino-effect of solvency crises among banks and shadow banks – this Essay argues that cyber risks constitute a special class of systemic risks.\n\nIndisputably

  cyber threats are simply under-theorized. Serving as a précis to a burgeoning cyber risk management literature

  this Essay is among the earliest contributions to explore the intersection between cyber risks and systemic risks in financial markets. This Essay forges a pathway for examining the development of cyber risk regulation and identifying promising opportunities to disarm cyberthreats. This Essay analyzes the various risks that financial institutions face and conventional approaches to manage and mitigate well-known risks. Upon surveying the proposed regulatory and legislative efforts to reduce cyber risks – including the collaborative efforts outlined in the Cybersecurity Information Sharing Act adopted in December of 2015

  this Essay rejects the notion that traditional approaches will sufficiently address cyber risk management concerns.

  Managing Cyber Risks

  Discrimination against partners in law firms presents a unique legal issue. While the Supreme Court has recognized that Title VII protects law firm associates from discriminatory acts committed by supervising partners

  the circuits are split on the issue of whether Title VII covers partners alleging to be victims of discrimination. In accordance with well-established principles of jurisdiction

  plaintiffs seeking protection under Title VII must fall within the purview of the statute. Title VII covers “employers” and “employees.” Courts determine who qualifies as an “employer” or an “employee” by looking to the statutory definitions of the terms

  and they decline to exercise jurisdiction if the party alleging discrimination does not qualify as an employee or the party accused of discriminating is not an employer as defined by the statute. While the plain language of Title VII explicitly forbids employers from treating employees less favorably because of race

  color

  religion

  sex

  or national origin

  the statute fails to offer a substantive definition of who qualifies as an employee. An employee

  according to the definition in the statute

  is “an individual employed by an employer.” This circular definition offers trial courts inadequate guidance for determining who should be included or excluded from the definition of employee. The definition provisions of other antidiscrimination statutes such as the Americans with Disabilities Act (“ADA”) and the Age Discrimination in Employment Act (“ADEA”) contain similarly ambiguous language.

  Resolving the Title VII Partner-Employee Debate

  Payment

  clearing

  and settlement systems constitute a central component in the infrastructure of financial markets. These businesses provide channels for executing the largest and smallest commercial transactions in local

  national

  and international financial markets. Notwithstanding this significant role

  there is a dearth of legal scholarship exploring central clearing counterparties (CCPs) and their contributions to the regulation of financial markets. To address this gap in the literature

  this Article sketches the contours of the theory that frames regulation within financial institutions and across financial markets

  examines the merits of implementing CCPs

  and explores the role of CCPs as primary regulators within financial markets. Applying these theoretical constructs to a practical issue

  this Article analyzes Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the statute's introduction of mandatory clearing requirements in the over-the-counter (OTC) derivatives market.\n\nThis Article advances several arguments that explore the merits of Title VII’s clearing mandate. First

  this Article posits that introducing clearing requirements and authorizing only a handful of CCPs to execute clearing obligations concentrates systemic risk concerns. Title VII’s clearing mandate endows CCPs with the authority to serve as gatekeepers. These institutions become critical

  first-line-of-defense regulators

  managing risk within the OTC derivatives markets. Second

  weak internal governance policies at CCPs raise noteworthy systemic risk concerns. CCP boards of directors face persistent and pernicious conflicts of interest that impede objective risk oversight

  and thus may fail to adopt effective risk management oversight policies. Well-tailored corporate governance reforms are necessary to address these conflicts and to prevent CCP owners’ self-interested commercial incentives or other institutional constraints.

  Governing Financial Markets: Regulating Conflicts

  The financial crisis of 2008 revealed massive failures in risk management throughout the financial sector. Congress and federal regulators responded to these manifest failures with initiatives to reconstruct risk management structures within large financial institutions and public firms. Nevertheless

  these initiatives rely upon proper corporate governance frameworks creating proper incentives for senior managers and directors to attend to risk management. As such

  these initiatives are unlikely to succeed and expose our economy to continued macroprudential risks and resulting financial instability. In sum

  these corporate governance-oriented reforms are too weak to stem the tidal wave of enterprise risk and systemic risk that risk management failures at financial firms engender. Continued reliance on these types of reforms is not inherently problematic. The failure to recognize the limits of this approach

  however

  may well lead to even more devastating risk management failures

  market disruptions

  and the realization of irreversible systemic risks.

  New Guiding Principles: Macroprudential Solutions to Risk Management Oversight and Systemic Risk Concerns

  In the years leading to the recent financial crisis

  finance theorists introduced innovative methods

  including quantitative financial models and derivative instruments

  to measure and mitigate risk exposure. During the financial crisis

  financial institutions facing insolvency revealed pervasive misunderstandings

  misapplications

  and mistaken assumptions regarding these complex risk management methods. As losses in financial markets escalated and caused liquidity and solvency crises

  commentators sharply criticized directors and executives at large financial institutions for their risk management decisions.\n\nBy adopting the Dodd-Frank Wall Street Reform and Consumer Protection Act

  Congress directly and indirectly addresses certain risk management oversight concerns at large

  complex financial institutions. To improve risk management oversight at these institutions

  Congress imposed several structural reforms altering the composition and obligations of financial institutions’ boards of directors. Unfortunately

  even after the adoption of the Dodd-Frank Act reforms

  financial institutions remain vulnerable to the same critical errors in enterprise risk management oversight that engendered systemic risk concerns during the recent financial crisis.\n\nWhile the Dodd-Frank Act may enhance a board’s risk management oversight capabilities

  significant concerns persist regarding reliance on board committees. Organizational literature suggests that cognitive biases and structural limitations that influence group decision making will continue to plague boards’ efforts to effectively manage risk. This Article argues that better-tailored reforms are necessary to address weaknesses in enterprise risk management regulation and to reduce the threat of systemic risk.

  Addressing Gaps in the Dodd-Frank Act: Directors' Risk Management Oversight Obligations

  Steven A Ramirez

  Congress identified a major blind spot on Wall Street when it enacted section 342 of the Dodd-Frank Act — a culturally homogeneous elite prone to herd behavior

  group-think

  and affinity bias.These maladies exacted a heavy cost upon the rest of the nation in the context of the financial crisis

  which was marked by a mindless real estate bubble

  dubious ethics

  outright violations of laws and regulations

  and the worst risk mismanagement in our nation’s history. There is no certainty that a more culturally diverse financial sector would have entirely prevented the crisis or dramatically lessened its effects. Embracing the full spectrum of cultural diversity should allow firms to access and balance the full spectrum of perspectives and experiences that support superior cognition

  especially with respect to risk

  ethics

  and compliance. Empirical studies strongly suggest that a more culturally diverse financial sector could have reduced subprime lending

  limited the extent of the real estate bubble

  limited the essential lawlessness of the financial sector

  and enhanced ethical decision making. These empirical studies are primarily either based upon actual learning from the financial crisis or sophisticated experiments simulating market behavior. In all events

  a thoroughgoing embrace of cultural diversity will certainly yield superior social and economic outcomes relative to the financial crisis yielded by culturally monolithic financial firms. Viewed from the perspective of that crisis in capitalism

  it is impossible for cultural diversity to fail.\n\nConsequently

  we suggest that the financial regulators modify the basic approach of their Joint Diversity Guidelines and fully integrate them into all aspects of their examination and supervisory processes. Firms should face legal obligations with respect to diversity to the extent that mismanagement of diversity contributes to unsafe and unsound practices or creates a culture of unlawful conduct.

  Diversifying to Mitigate Risk: Can Dodd–Frank Section 342 Help Stabilize the Financial Sector?

  Cyber threats designed to disrupt or deny service for the small body of systemically important financial institutions that intermediate global commerce and banking create a special universe of concerns. The financial markets sector is broad

  encompassing conventional depository banks

  securities

  commodities

  and derivatives platforms or exchanges; investment banks; hedge

  pension

  and mutual funds; brokerage firms; and

  in some cases

  insurance companies. The number of data breaches threatening to interrupt the services offered by these institutions could shock

  debilitate

  or even (temporarily) paralyze the global economy.\n\nStartling examples underscore these concerns. In 2013

  hackers penetrated Citigroup’s network and compromised data related to tens of thousands of customer accounts. A year later

  JP Morgan Chase endured a similar cyberattack affecting more than 76 million households. Rumors posit that

  within the last two years

  hackers caused outages

  disrupting service for the two largest securities exchanges in the world-the NASDAQ and the New York Stock Exchange. The significance of the largest financial institutions in the global economy

  the interconnectedness of these businesses

  and their shared dependence on technology create a new body of systemic risk concerns. If hackers breach the Internet-based communications systems at the heart of international commercial banking infrastructure

  the devastation and damage would be difficult

  if not impossible

  to calculate.

  Cyber Risks: Emerging Risk Management Concerns for Financial Institutions

  Examining the Use of Alternative Data in Underwriting and Credit Scoring to Expand Access to Credit

  Examining the Use of Alternative Data in Underwriting and Credit Scoring to Expand Access to Credit

  Federal statutes regulate risk-taking by financial market intermediaries including the broker-dealers who execute trades and the securities exchange and clearinghouse platforms where trading occurs. For almost a century

  these statutes have enforced norms that encourage disclosure

  transparency

  and fairness. In modern markets

  innovation

  and technology challenge these core principles of regulation. The engineering of computer-driven automated trade execution

  the development of algorithmic trading

  and the introduction of high-frequency trading strategies accompany a number of important shifts in financial market intermediation.\n\nFirst

  a universe of private trading platforms known as alternative trading systems (ATSs) increasingly compete with and displace conventional exchanges. ATSs include a small group of platforms known as “dark pools” that engender critical benefits. Dark pools mitigate information leakage

  enabling institutional investors to execute large block trade transactions without fear that imitators will replicate or that predators may prey on their trades.\n\nSecond

  dark pools intermediate trading with limited regulatory oversight. These private pools function in a manner similar to conventional securities exchanges and clearinghouse platforms; yet

  dark pools are subject to a lighter-touch regulatory framework. As a result

  hidden dark pool trades enjoy reduced regulatory

  compliance

  and transaction costs. Unsurprisingly

  the volume of dark pool transactions has grown exponentially.\n\nThird

  fragmentation has fractured trading markets. The transition from a small body of actors with quasi-monopolistic power to a diverse body of trading venues challenges antiquated notions regarding financial intermediaries’ role in facilitating price discovery

  identifying market manipulation

  and employing best practices for ensuring fairness and protecting the integrity of financial markets.

  Regulating Innovation: High Frequency Trading in Dark Pools

  Following the financial crisis that began in 2007

  Congress and regulators acted to address perceived gaps in the regulation of corporate boards

  including boards of large

  complex financial institutions. With the goal of improving the stability of global financial markets

  regulators have adopted reforms intended to enhance the role of boards

  particularly those of financial institutions

  as gatekeepers and systemic risk monitors. Arguing that the culture of financial institutions may lead the board to govern these businesses less effectively than boards in non-financial sectors

  this Article challenges assumptions that conventional regulatory or corporate governance mechanisms will conclusively address systemic risk concerns in the financial sector.

  Macroprudential Regulation: A Sustainable Approach to Regulating Financial Markets

  This Article surveys empirical studies examining the narrow question of whether the inclusion of greater numbers of women in senior leadership positions and on boards of directors may reduce excessive risk-taking in financial institutions. While there is significant literature exploring the impact of gender and racial diversity on better corporate governance and improved corporate performance

  only a handful of studies have examined the potential influence of senior executive and board gender diversity on risk management in financial services firms.\n\nEmploying the results from these studies

  this Article surveys a growing literature examining the narrow question of whether including greater numbers of women in senior leadership positions and on boards of directors enhances the performance of financial services firms. Only a handful of studies have examined the impact of senior women and female board members on financial services firms. Based on the conclusions presented by the studies

  this Article is among the earliest contributions in the literature to examine whether increasing the representation of women in leadership positions in the financial services industry may enhance risk management in financial markets.\n\nWhile research examining the impact of diversity on firms’ financial performance presents varying results

  the early evidence on the impact of diversity on risk management oversight for financial institutions offers significant promise. After surveying the empirical literature exploring gender diversity and risk management

  this Article explains that there may be other important reasons to encourage board diversity among financial services firms.

  Banking on Diversity: Does Gender Diversity Improve Financial Firms' Risk Oversight?

  Financial markets are an important national and international infrastructure resource that reflect attributes similar to the those that characterize commons

  as described in property law literature. Through a case study examining the credit default swap market

  this Article illustrates the analogy between financial markets and a traditional commons. After exploring the attributes of a commons

  this Article examines the costs and benefits of the credit default swap market. Similar to a traditional commons

  tragedy in financial markets occurs when market participants capture benefits while imposing the costs or negative externalities from their activities on other members of society. Commons scholars’ empirical research suggests three traditional approaches to tragedy in a commons - deregulation

  privatization

  and regulation by a central

  external authority.

  Things Fall Apart: Regulating The Credit Default Swaps Commons

  Kristin

  Johnson

  Goldman Sachs