Gina Scianni
Greenwich,CT
Summary
Seasoned attorney and chief compliance officer with 15 years' experience in advising financial industry decision makers and investment personnel on regulatory and compliance matters. Demonstrated success in developing and implementing comprehensive compliance programs, conducting risk assessments, testing, and managing regulatory reporting. A team player with a positive can-do attitude.
Overview
19
19
years of professional experience
Work History
Managing Director, Associate General Counsel
Annaly Capital Management, Inc.
10.2021 - Current
- Serve as CCO for SEC registered investment adviser. Oversee and execute comprehensive compliance program, involving development, implementation, and continuous monitoring of policies and procedures, 206(4)-7 annual reviews, testing, and regulatory reporting.
- Provide guidance to senior management in adhering to securities laws and regulations. Provide regular updates to Board of Directors and Audit Committee regarding compliance program, including gaps, issues and initiatives. Collaborate with department heads to formulate suitable strategies for addressing business requirements and create efficiencies across compliance program.
- Supervise the firm's Code of Ethics, including the system for monitoring employees' personal securities transactions. Monitor conflicts of interest, including outside business activities, personal trading, political contributions, and gifts & entertainment.
- Perform audits to verify adherence to policies and procedures (e.g. electronic communications, expense allocations); and manage subsequent corrective actions. Liaise with other departments to review policy oversight mechanisms, assess risk, and recommend best practices.
- Monitor for material non-public information; and manage Restricted Securities List and trading windows. Draft and implement firm wide Insider Trading Policy. Implement and monitor 10b5-1 trading plan for senior executive.
- Support investment team in launching new investment products. Review marketing materials and investor communications.
- Evaluate new regulatory requirements and spearhead compliance initiatives in response to changes in law. Develop and maintain effective firm wide compliance training program. Manage paralegals, compliance associates, relationships with outside counsel and compliance vendors.
Acting General Counsel
Marble Ridge Capital LP
09.2020 - 02.2021
- Engaged to manage legal and compliance matters for registered investment adviser throughout liquidation and deregistration process.
- Liaised between internal teams and external counsel, in support of responding to requests from United States Attorney's Office (USAO) and SEC.
- Organized and conducted firm-wide document collection including capture of electronic data and identification of potentially responsive materials.
- Assisted with retention and onboarding of joint voluntary liquidators. Managed orderly termination of corporate entities, service provider contracts and vendor relationships.
- Conducted analysis to ensure proper allocation of expenses incurred in connection with grand jury subpoenas and U.S Trustee document request.
General Counsel & Chief Compliance Officer
Contrarian Capital Management, L.L.C.
06.2010 - 06.2020
- Fielded legal, compliance and regulatory inquiries from management. Drafted and negotiated high-priority legal documents including service provider agreements, non-disclosure agreements, employment contracts, consulting agreements and separation agreements and advised senior leadership on appropriate courses of action.
- Managed legal aspects of launching new investment products and separately managed accounts. Drafted offering and fund formation documents including PPMs, IMAs, LPAs, side letters and subscription agreements.
- Member of Oversight, Allocation, Best Execution and Disclosure Committees. Member of Board of Directors of several of firm's U.S. and non-U.S. funds and separately managed accounts.
- Trained and supervised internal legal and compliance staff. Selected, managed and supervised U.S. and non-U.S. outside counsel regarding legal, regulatory and compliance matters relative to firm's private funds and separately managed accounts.
- Review and analyze confidential information to determine whether securities should be placed on or removed from Restricted List and/or Watch List.
- Managed all aspects of examinations and inquiries by SEC Division of Examinations and Division of Enforcement, including document production, collection and review of electronic communications, witness preparation and drafting presentation materials. Experienced working with law enforcement agencies, including USAO and Federal Bureau of Investigation (FBI).
- Conceived, developed, and administered firm-wide compliance program in accordance with Rule 206(4)-7 of Advisers Act, and other U.S. (ERISA, CFTC) and non-U.S. (AIFMD, GDPR) legal requirements.
- Drafted compliance manual and implemented policies and procedures, including code of ethics. Constructed and maintained strong compliance monitoring program ensuring enforcement and ongoing maintenance of internal policies and procedures.
- Oversaw firm's compliance calendar and preparation of numerous regulatory filings including Form ADV, Form D, CFTC, Form PF, 13F, 13D/G.
- Performed annual compliance review and related testing to identify any gaps in policies and procedures and developed specific plan of action to address those risk areas.
- Developed, integrated and enhanced risk mitigation strategies, with respect to personal trading surveillance, investor guideline monitoring, political contributions, gifts and entertainment, conflicts of interest etc.
- Reviewed and approved promotional materials, investor RFPs and DDQs. Assisted Marketing, Accounting and Operations in preparing legal and compliance disclosures for regulatory reporting, investor reports, pitch books and financial statements.
- Created and instituted comprehensive “new hire” and annual ongoing training program and related materials for all employees including insider trading, personal trading, gifts and entertainment, FCPA/AML, trading issues, political contributions, etc.
Compliance Counsel, Global Corporate Solutions
Orrick Herrington & Sutcliffe LLP
09.2008 - 03.2010
- Advised Fortune 500 corporations on international subsidiary oversight and compliance issues, including regulatory reporting, restructuring, dissolution, minute-book management, and other corporate governance matters. Led numerous corporate transactions and advisory projects. Drafted and negotiated transactional agreements, licensing, and user agreements for hosted software platform. Developed new business and maintained client relationships while overseeing network of local counsel relationships in 40+ international jurisdictions.
Associate, Financial Markets
Orrick Herrington & Sutcliffe LLP
09.2006 - 09.2008
- Executed over 50 transactions in asset-backed security market. Represented issuers, underwriters, servicers, placement agents and investors in public and private offerings. Drafted and negotiated deal documentation including prospectuses, private placement memoranda, pooling and servicing agreements, indentures, underwriting agreements, purchase agreements and legal opinions.
Associate
Pryor Cashman Sherman & Flynn LLP
09.2004 - 09.2006
- Engaged in transactional practice encompassing general corporate and intellectual property work. Negotiated and drafted agreements in connection with restructuring of major hip-hop sportswear apparel company. Prepared legal memoranda on corporate and litigation topics including celebrity's potential liability for on-air statements promoting satellite-radio provider and its subscription service. Drafted transactional documents including merger agreements, non-compete agreements, operating agreements, term sheets, and asset purchase agreements.
Education
Juris Doctor -
Fordham University School of Law
New York, NY2004
Bachelor of Fine Arts - Drama
New York University
New York, NY1996
Skills
- Securities Laws and Regulations
- Regulatory Compliance
- Oversight of Policies & Procedures
- Annual Reviews & Risk Assessments
- Rule 10b-5 Insider Trading
- Restricted Securities List
- Code of Ethics
- Conflicts of Interest
- Engaging with Regulators
Bar Admissions & Affiliations
New York, New Jersey,
Series 7 and Series 63 (expired)
SAG-AFTRA member since 1987
Unique Experiences
- Professional Actress 1987-2000. Performed in feature films, most notably New York Stories, directed by Francis Ford Coppola. Appeared in numerous television movies, soap operas and commercials.
- Climbed Mount Kilimanjaro to Uhuru Peak at 19,341 feet above sea level
References
References available upon request.
Timeline
Managing Director, Associate General Counsel
Annaly Capital Management, Inc.
10.2021 - Current
Acting General Counsel
Marble Ridge Capital LP
09.2020 - 02.2021
General Counsel & Chief Compliance Officer
Contrarian Capital Management, L.L.C.
06.2010 - 06.2020
Compliance Counsel, Global Corporate Solutions
Orrick Herrington & Sutcliffe LLP
09.2008 - 03.2010
Associate, Financial Markets
Orrick Herrington & Sutcliffe LLP
09.2006 - 09.2008
Associate
Pryor Cashman Sherman & Flynn LLP
09.2004 - 09.2006
Juris Doctor -
Fordham University School of Law
Bachelor of Fine Arts - Drama
New York University
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