Thomas J. Hennessey

During his career, Thom has focused his practice on regulatory and internal investigations concerning retail wealth management operations and products. Thom has defended clients in investigations directed at complex retail products including structured, market-linked, and alternative investments, as well as conventional offerings such as mutual funds, exchange-traded funds (ETFs), and cash management products. His ongoing representations cover cutting edge retail wealth management issues including dual- and multi-share class products, ETF clones, alternative investments, the use of private investments in retirement accounts and a variety of matters involving product fee transparency. Thom’s matters frequently include complex assessments and analyses of product use across wide retail investor populations through partnership with internal client experts and external consultants when needed.

Thom is a seasoned trial lawyer. He has conducted jury and bench trials in state and federal court, before arbitral forums including FINRA and the ICC, and in regulatory administrative venues. While maintaining a consistent recognition of clients’ regulatory relation priorities, Thom has extensive experience with aggressive enforcement efforts that require equally active defense. Thom’s matters frequently involve the coordinated management of regulatory inquiries, parallel civil customer claims including class actions, and, in some cases, law enforcement inquiries.

Operating from the firm’s Boston office, Thom has a strong background in state securities enforcement matters and administrative proceedings, frequently those involving the country’s most active and aggressive state agencies. Thom has experience in coordinated state actions managed through consortiums of lead state regulators and/or the North American Securities Administrators Association (NASAA), which require careful management. Thom has defended clients in state administrative adjudicatory venues and, when unavoidable, managed judicial challenges to the scope of state regulatory authority and federal preemption.

• Defense of multiple financial institutions in SEC, FINRA, and state enforcement inquiries concerning complex investment alternatives reserved for use by qualified and other ultra-high-net-worth investors, including volatility and other hedging/beta strategies; options-based strategies; market-linked investments; structured, accelerated and autocallable notes; derivatives; FX; bespoke separately managed account strategies; real estate investment trusts; private equity, hedge fund, and other alternative investments
• Defense of multiple financial institutions in SEC, FINRA, and state enforcement inquiries concerning mutual fund and ETF share class selection, fee waivers, discounts and disclosures, including Employee Retirement Income Security Act (ERISA) and non-ERISA retirement account waivers; nonprofits; employee accounts; reinstatement rights; 529 plans; automatic conversion periods; share class aggregation rights; use of brokerage, advisory, and institutional share classes; capital gain treatment, disclosures, and tax impacts; and ETF clones
• Defense of multiple financial institutions in SEC, FINRA, and state inquiries concerning cash management alternatives including registered and unregistered money market funds, deposit sweeps, and US Department of the Treasury funds
• Defense of multiple financial institutions in numerous multistate regulatory inquiries coordinated through NASAA or designated consortium states
• Defense of multiple financial institutions in regulatory inquiries regarding trade compliance and trade reporting, including Reg T/margin compliance; AML; use of securities-based lines of credit; OATS, blue sheet, and TRACE reporting; freeriding; and other cash account violations
• Internal investigations and regulatory inquiries for multiple firms involving allegations of financial advisor misconduct, including criminal misconduct, requiring management of disciplinary determinations, regulatory reporting, follow-on regulatory inquiries, law enforcement inquiries, and proceedings