Laura S. Pruitt

Partner

Laura S. Pruitt counsels broker-dealers, self-regulatory organizations, and other market participants (including alternative trading systems, banks, ahedge funds and transfer agents) on securities law and market regulation issues, with particular emphasis on:

• Broker-dealer registration and compliance issues
• Trading rules
• Derivatives
• Investment adviser regulation
• Transfer agent rules

Ms. Pruitt also represents a variety of clients before the Securities and Exchange Commission (SEC) and self-regulating organizations (SROs) in connection with:

• No-action
• Interpretive and exemptive requests
• Proposed rulemaking
• Regulatory examinations
• Enforcement investigations

She has conducted independent audits of anti-money-laundering policies and procedures, and has conducted independent compliance reviews in connection with the settlement of several enforcement actions.

Publications

"Summary of Proposed Amendments to Regulation S-P Affecting Transfer Agents," STA Newsletter (July 2008)

"Regulation NMS: A Primer on the Complex," Journal of Trading (Winter 2006)

"The Broker/Finder Distinction," ALI-ABA Broker-Dealer Regulation Seminar Course of Study Materials, Washington, D.C. (January 12-13, 2006)

"Differences Between Brokers and Finders," ALI-ABA Broker-Dealer Regulation Seminar Course of Study Materials, Washington, D.C. (January 13-14, 2005)

"SEC Proposes Significant Changes to Current Market Structure," The Journal of Investment Compliance (Summer 2004)

"The Current Buzz: SEC Considers Requiring Inclusion of Shareholder Nominees for Director in Company Proxy Material," Wall Street Lawyer (November 2003)

"The Current Buzz: SEC Considers New Proxy Disclosures," Wall Street Lawyer (September 2003)

"Internet Portals as Brokers Under the Federal Securities Laws," CCH Securities Regulatory Update (March 4, 2002)

"Permissible Securities Activities of Banks: The Networking and Trust Activities Exceptions to Broker-Dealer Registration," Banking Law Journal (September 2001)

Speeches and Presentations

"What Is a Broker-Dealer?" (Panelist) ALI-ABA Broker-Dealer Regulation Seminar Course of Study, Washington, D.C. (January 12-13, 2006)

"What Is a Broker-Dealer?" (Panelist) ALI-ABA Broker-Dealer Regulation Seminar, Washington, D.C. (January 13-14, 2005)

"Examining the Latest Business Continuity and Disaster Recovery Concerns and Solutions for Hedge Funds," (Panelist) Financial Research Associates' Hedge Fund Business Operations Forum, New York (December 2-3, 2004)

Conference Call on Client Communications About Business Continuity Planning, Securities Industry Association (July 15, 2004)

"Trends in Corporate Governance," Washington Metro Chapter, Association of Corporate Counsel Corporate and Securities Forum (February 24, 2004)

While at the SEC, Ms. Pruitt was a frequent speaker on panels discussing broker-dealer registration and soft dollars issues.

Pro Bono Activities

Ms. Pruitt has previously represented clients seeking asylum in the United States through the Lawyer's Committee on Human Rights.

Previous Experience

Ms. Pruitt joined Schiff Hardin from the SEC, where she had served since 1994 as Senior Counsel in the Office of the General Counsel and then Special Counsel in the Division of Market Regulation (now the Division of Trading and Markets).

As Special Counsel in the Chief Counsel's Office in Market Regulation from 1998 to 2001, she focused on issues surrounding the distinctions between "finders" and broker-dealers, including:

• The use of Internet portals
• The SEC's penny stock rules
• Soft dollars
• Over the counter (OTC) derivatives dealers

She also worked on projects concerning SRO arbitration rules and procedures, transfer agent regulation, and dividend reinvestment plan administration.

As Senior Counsel in the General Counsel's Office at the SEC from 1996 through 1997, Ms. Pruitt worked on projects concerning both Commission enforcement actions (including insider trading) and rulemaking proposals, including those relating to:

• Regulation S
• Rule 144
• Shareholder proposals
• Accounting for derivatives
• Options disclosure documents
• The concept release regarding new approaches to the oversight of exchanges and other markets

From 1994 to 1996, she was a Senior Counsel in the General Litigation and Administrative Practice group of the General Counsel's Office, where she primarily represented the SEC and its employees in actions filed against them in federal courts, at both the district and appellate court levels, throughout the country.

Earlier in her legal career, she was an associate with a New York-based firm from 1987 to 1994. As a litigator at that firm, her primary areas of practice were:

• Complex securities litigation, including significant securities class action litigation
• Antitrust matters, including Hart-Scott-Rodino filings, and representation of clients in Department of Justice (DOJ) and Federal Trade Commission (FTC) investigations
• Unfair competition/trademark litigation

Awards and Honors

BV Peer Review Rated, Martindale-Hubbell

Education

Professional Memberships

Securities Industry Association
Compliance and Legal Division

Securities Transfer Association
Legal Committee

New York State Bar Association
Securities Regulation Committee

American Bar Association
Section of Business Law

Civic and Charitable Memberships

Choral Arts Society of Washington
Board Member

Harvard College Fund
Class of 1984, D.C. Participation Chair