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Thomas C. Lauerman

Thomas C. Lauerman

Of Counsel

Overview

Tom Lauerman handles corporate and investment law matters, including public and private offerings of securities and other regulatory matters. He frequently advises financial firms concerning the development, marketing, and operation of mutual fund, fixed and variable annuity, variable life, indexed insurance, investment advisory, and other financial products and services. He counsels clients on disclosure and regulatory issues, and guides them through planning and implementing strategies to achieve SEC compliance for financial products and services that are often new or innovative.

Tom consults and negotiates with the SEC staff on behalf of clients, and handles SEC no-action requests, registration statements, exemptive applications, and other filings. He also negotiates and structures contracts and other documentation in connection with securities offerings, products, and services.

Tom’s extensive experience in securities law matters includes IPOs, private placements, mergers, acquisitions, proxy statements, corporate SEC reporting, due diligence, compliance, managing corporate law aspects of securities transactions, and counseling mutual funds and their directors and trustees.

Tom served on the staff of the SEC division that regulates mutual funds, ETFs, life insurance company investment products, and investment advisers. In that capacity, he was one of a small team of attorneys responsible for a congressionally mandated three volume SEC study and report on the securities activities of commercial banks. He also was the principal author of a major SEC rule proposal dealing with "soft dollar" brokerage practices.

Featured Insights

Experience

  • First integration of “wellness” program with universal life insurance policies issued in United States.
  • First SEC registration of variable universal life insurance policies with integrated "wellness" program.
  • SEC registration of indexed universal life insurance policies considered to be securities.
  • Opined on indexed universal life insurance policies not considered to be securities.
  • Structured and documented private investment fund offerings.
  • Numerous projects to evaluate and design indexed insurance products, investment-based long-term care products, investment-based stable value annuities, and other financial products so as not to require SEC registration.
  • Illustrations and interactive calculators for life insurance and annuity products.
  • Numerous disclosure and regulatory matters for investment funds and advisers seeking to implement investment allocation or rebalancing programs designed to manage downside investment risk and/or investment volatility, including algorithmic or other formula-based arrangements that automatically reallocate investment assets under predefined market conditions.
  • ETF and ETF adviser startup matters.
  • Innovative SEC filings to offer, terminate, or modify "living benefit riders" under variable annuity contracts.
  • Interpretation and application of “pay to play” regulations, SEC municipal adviser registration requirements, and final regulations under the Volcker Rule.

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Professional & Community Involvement

  • Member, American Bar Association
    • Business Law Section and Committee on Securities Regulation

Speaking Engagements

  • "Federal Securities Law Update, " Client Focus Forum, New York (February 2017)
  • "Issues in Marketing Index Universal Life Insurance," Client Focus Forum, Baltimore (October 2016)
  • “Federal Regulatory Update,” Client Focus Forum, Boston (October 2015)
  • “Regulatory Update on Key Broker Dealer Issues,” Client Focus Forum, Boston (October 2015)
  • "SEC Impact on the Design of Multi-Life Products," Conference on Product Development, Marketing and Administration Strategies for Multi-Life Insurance, Sponsored by the Insurance Division of the Institute for International Research (1993)

Credentials

Education
  • University of Virginia School of Law (J.D., 1973)
  • Yale University (B.A., cum laude, 1970)
Bar Admissions
  • District of Columbia
  • Georgia
  • New York

Disclaimer

The information on this website is presented as a service for our clients and Internet users and is not intended to be legal advice, nor should you consider it as such. Although we welcome your inquiries, please keep in mind that merely contacting us will not establish an attorney-client relationship between us. Consequently, you should not convey any confidential information to us until a formal attorney-client relationship has been established. Please remember that electronic correspondence on the internet is not secure and that you should not include sensitive or confidential information in messages. With that in mind, we look forward to hearing from you.