Kathleen Tutton

Experience

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  Fraser Milner Casgrain LLP

  Jan 2001 - Jan 2004

  Associate

  Practiced in the Corporate Law Group with an emphasis on securities transactions. Involved in numerous debt and equity financings representing both public and private companies as well as investment banks. Clients included a major Canadian chartered bank (a Cdn$5 billion note distribution), Canadian investment banks, a high tech start-up and an oil and gas exploration limited partnership (a tax vehicle). Wrote prospectuses, performed extensive due diligence and drafted many of the main agreements to each transaction. Participated in several merger and acquisition transactions (including the Canadian subsidiary of a Fortune 500 company and due diligence with respect to a large natural gas distributor). Performed many continuous disclosure functions for Canadian public companies such as preparing and filing annual reports and annual information statements.Seconded to the Ontario Securities Commission, Enforcement Division during my articles with Fraser Milner Casgrain LLP. Performed research, prepared memoranda as part of an investigative team and attended at hearings of the Commission. Show less

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  Allen & Overy

  Feb 2006 - Oct 2007

  Associate

  Practiced in the International Capital Markets group with an emphasis corporate debt instruments (vanilla and structured notes, warrants and certificates). Established and updated Euro Medium Term Note programmes for major international investment banks as well as executing and listing trades under those programmes.Prepared documentation for structured debt issuances, with a particular emphasis on emerging market (Indian, Vietnamese and Chinese) underlying equities (including fund units) or indices. Managed a team of trainees and paralegals who prepared large volumes of documentation for “flow trades” such as participation certificates and range accrual warrants. Managed several stand alone international bond issuances. Show less

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  Bank of America Merrill Lynch

  Jun 2008 - Mar 2013

  Vice President

  Prepared the documentation for derivative securities (notes, warrants and certificates). Managed a high volume of trades with respect to retail public offers and private placements under several different programmes linked to a variety of underlying asset classes. Supervised and trained paralegals and junior lawyers.Extensive experience with the ISDA 2002 Equity Derivatives Definitions, the 2006 Fund Definitions and the 2005 Commodity Definitions.Managed the set up of a structured deposits programme.Issued and listed structured fund preference shares off a closed-end umbrella platform based in Guernsey.Reviewed advice from local counsel and worked with compliance to ensure that the distribution of our securities meets all local regulations in the relevant jurisdictions.Supplemented, updated and maintained the listing of the relevant base prospectuses (UK Crest cleared programme, Luxembourg programme and a German dual language programme) particularly in light of the recent ESMA changes and US regulatory changes (HIRE Act and Dodd Frank) and US tax changes.Unwound or restructured trades linked to illiquid or defunct hedge funds. Show less

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  Citi

  Apr 2013 - Nov 2016

  Senior Vice President

  Managing a team of paralegals (both in London and Belfast) who prepare a high volume of documentation in respect of trades under multiple structured product programmes. This includes public offers and private placements throughout Europe of various product types (warrant, notes, certificates) linked to various asset classes including equity, equity indices, FX, commodities and funds.Maintaining and updating the programme documentation and preparing trade documentation for collateralized structured notes issued by both Cayman and Luxembourg SPVs.Maintaining and updating the programme documentation and preparing the trade documentation for certificates off a Sharia compliant programme.Drafting and negotiating distribution agreements for structured products for counterparties throughout EMEA and Latin America.Regulatory responsibilities for compliance and implementation in respect of MiFID II (in particular the inducements regime), PRIPs (in particular the preparation of KIDs), Dodd-Frank/Volker (in particular the Foreign Public Fund exemption in respect of fund linked derivatives and remediation of Citi’s SPVs to comply with the Covered Fund rules) and the Retail Distribution Review in the UK.Supplementing, updating and maintaining the listing of the relevant base prospectuses and offering circulars for both Prospectus Directive compliant issuances and out of scope products.Instructing and managing the costs of external counsel on a variety of issues. Show less

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  Northern Trust

  Jan 2017 - now

  Associate General Counsel

  Senior advisory lawyer managing a team of lawyers covering the brokerage transitions management, securities finance and foreign exchange businesses.Broad role advising on every aspect of the capital markets businesses – including client on boarding and documentation, contract negotiation, governance, corporate structure, regulatory compliance and risk management.Responsibility for advising on compliance and implementation in respect of a wide range of UK, EU and rest of EMEA regulations and cross border rules, including MiFID II, EMIR, GDPR and Brexit.Established and maintained a netting programme across a variety of master netting agreements, and reporting legal’s view to the global credit and netting committee.Advising the board of the broker dealer and the various business risk committees on legal, risk and regulatory issues.Assisting in establishing new offices, licenses and products across the EEA and the middle east.Instructing and managing the costs of external counsel, including across large regulatory change projects and client re-paperings. Show less