Thomas C. Lauerman

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.

• Implementation of SEC summary prospectus reforms for variable insurance products.
• 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 index-linked universal life or annuity products that are considered to be securities.
• Legal opinions on indexed and non-indexed universal life insurance and annuity products not being securities.
• Structuring and documenting private investment fund offerings, including privately issued variable insurance products. 
• Evaluation and design of indexed and index-linked insurance products, investment-based long-term care products, investment-based stable value annuities, funding agreements, and other financial products so as not to require SEC registration.
• Applicability of prospectus delivery and other SEC disclosure requirements in the context of Section 403(b) and other retirement plans.
• Illustrations and interactive calculators for life insurance and annuity products.
• Disclosure and regulatory matters for investment funds and advisers seeking to implement investment allocation or rebalancing programs 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.
• Innovative SEC filings to offer, terminate, or modify "living benefit riders" under variable annuity contracts.

• American Bar Association
  • Business Law Section
  • Committee on Securities Regulation

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