Gary O. Cohen

Gary Cohen practices in the area of federal securities law, focusing on SEC regulation of investment companies and their investment advisers, distributors, and other service providers. He has extensive experience in matters regarding mutual funds, including the representation of independent directors and trustees.

Gary also has extensive experience in SEC regulation of variable annuities and variable life insurance and the life insurance company separate accounts that fund them. He was an official of the Securities and Exchange Commission (SEC) when the U.S. Supreme Court held that variable annuities were subject to SEC jurisdiction, and he participated in the development of the SEC’s regulatory regime. In private practice, he represented the life insurance industry in lengthy proceedings that led to the SEC’s adoption of exemptive rules for variable life insurance, and he prepared the first several registration statements that the SEC declared effective for variable life insurance. The National Association for Variable Annuities has hailed Gary as one of the “recognized experts who helped to build this industry.”

Gary has spoken at, and published papers for, more than 90 legal programs, including the ICI-FBA Conference on Mutual Funds and Investment Management Conference, the PLI Investment Management Institute, and the ALI-ABA Conference on Life Insurance Company Products. He has spoken at SEC staff continuing education sessions and served as a guest lecturer at the Georgetown University Law Center. He has published more than 20 law review and legal periodical articles and has testified more than once in federal court as an expert witness.

Gary worked for five years at the SEC in Washington, D.C., where he served as assistant chief counsel of the Division of Investment Management, the division that regulates investment companies, investment advisers, and life insurance companies separate accounts.

• Represents mutual funds, including those underlying separate accounts, before the SEC in preparing and filing registration statements and post-effective amendments, reports, exemptive applications, proxy statements, pre-filing conference requests, no-action letter requests, responses to inspection deficiency letters, responses to requests for documents and information, and legal opinions.
• Represents mutual fund independent directors and trustees in fulfilling their fiduciary duties under the Investment Company Act of 1940, including attend board meetings and executive sessions.
• Represents life insurance companies issuing variable annuities and variable life insurance and maintaining separate accounts before the SEC in matters involving the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and the Investment Company Act of 1940, including obtain exemptive and other relief for innovative products, features, and charges.
• Provided legal opinions to life insurance company that their products qualify as insurance, and not securities, under the Securities Act of 1933 and the Dodd-Frank Wall Street Reform and Consumer Protection Act.
• Served as expert witness, and prepare amicus curiae briefs, in litigation brought against life insurance companies under the federal securities laws. Prusky v. Prudential Ins. Co. (E.D. Pa.) (testified in two separate lawsuits that Prudential won in 2001 and 2008); amicus curiae brief filed in American Equity Investment Life Insurance Co. v. SEC, 613 F.3d 166 (D.C. Cir. 2010).
• Represented life insurance industry and mutual fund trade associations in rulemaking and exemptive application proceedings before the SEC. American Council of Life Insurers predecessors, Rulemaking Proceeding Concerning Variable Life Insurance (SEC File No. 4-149).

• AV Rated by Martindale-Hubbell
• Subject of one-person interviews in Fund Action and Fund Directions and quoted, over the years, in various financial publications

• American Bar Association
  • Subcommittee on Securities Activities of Insurance Companies
• Association of Life Insurance Counsel
• Insured Retirement Institute
  • Regulatory Affairs Committee
• Editorial Board of The Investment Lawyer
• SEC Historical Society

• "The Founding of the American Law Institute Conference on Life Insurance Company Products," ALI CLE Conference on Life Insurance Products, Washington, D.C. (November 3-4, 2022)
• "Mutual Funds and Advisers: Key Regulatory and Litigation Developments," ALI CLE Conference on Life Insurance Products, Washington, D.C. (November 6-8, 2019)
• "Investment Management: Insurance Products," PLI Investment Management Institute, New York, NY (March 21, 2019)
• "Mr. and Ms. 401(k) and the SEC Fund Retail Investor Experience Initiative," 36th Annual Advanced Conference on Life Insurance Company Products, Washington, D.C. (November 9, 2018)
• "Mutual Funds and Advisers: Key Regulatory and Litigation Developments," 36th Annual Advanced Conference on Life Insurance Company Products, Washington, D.C. (November 9, 2018)
• "SEC Wish List of Life Insurance Companies Under the Trump Administration," ALI CLE Conference on Life Insurance Company Products, Washington, D.C. (November 2, 2017)
• "Insurance Hot Topics," PLI Investment Management Institute, New York, NY (March 23, 2017)
• "Key Legal and Ethical Obligations in Marketing and Selling Insurance Products," ALI CLE Conference on Life Insurance Company Products, Washington, D.C. (November 2014)
• "Where Is the SEC Going?," ACLI Compliance and Legal Sections Annual Meeting 2014, Fort Lauderdale, FL (July 29, 2014)
• PLI Investment Management Institute (1998–present)
• ALI Conference on Life Insurance Company Products (1983–present)
• SEC Division of Investment Management Staff Training Program
• Guest Lecturer, Georgetown University Law Center