Waterville Consulting LLC

Michael is the founder of Waterville Consulting.  Prior to founding Waterville Consulting, Michael was Counsel to FINRA’s Internal Audit Department, where he was responsible for providing legal guidance to Internal Audit staff regarding FINRA rules and regulations. He also planned and conducted audits of FINRA businesses including regulatory units and conducted internal investigations of FINRA activities. Some of the FINRA programs reviewed by Michael included the following::

• FINRA’s Membership Application Process;
• FINRA’s Advertising Regulation program;
• FINRA’s Corporate Financing program;
• FINRA’s Arbitration and Mediation program, including the Expungement Process;
• FINRA’s Rule 8210 Process governing the provision of information and testimony;
• FINRA’s Statutory Disqualification program; 
• FINRA’s Enforcement and Disciplinary Proceedings program; and
• FINRA’s Examination program, including the following areas:
  • AML/Money Laundering,
  • Outside Business Activities,
  • Financial and Operational Rules, and
  • Sales Practice Rules.

Prior to his position with the Internal Audit Department, Michael served in a variety of other roles with FINRA, as follows:

• Attorney/Special Investigator – Enforcement – Conducted investigations to determine if FINRA members violated FINRA rules and prepared memoranda summarizing investigative results and analyzing the applicable law.
• Analyst – Market Regulation – Conducted insider trading and market manipulation investigations, one of which received national recognition and another that resulted in the felony conviction of three individuals.
• Analyst – Corporate Financing – Reviewed offering documents submitted by FINRA members in connection with securities offerings to ensure compliance with FINRA rules.
• Examiner – New York District – Conducted on-site financial and regulatory audits of FINRA members.

In addition to his FINRA experience, Michael was an Attorney with the SEC’s Division of Market Regulation where he provided interpretive guidance concerning SEC Rules 15c3-1 (the Net Capital Rule), 15c3-3 (the Customer Protection Rule), and 17a-3 and 17a-4 (the Books and Records Rules). He also assisted in drafting rules proposed by the SEC, including a rule regulating Credit Rating Agencies.

In addition to his FINRA and SEC experience, he was an attorney for Nasdaq, where he:

• Advised the Nasdaq Listing and Hearing Review Council on matters appealed from decisions of the Nasdaq Listing Qualifications Panel regarding the listing status of issuers’ securities.
• Drafted decisions issued by the Nasdaq Listing and Hearing Review Council on matters appealed by issuers.
• Provided oral and written interpretive advice to issuers and their counsel regarding Nasdaq’s listing qualifications rules, including its corporate governance rules.
• Investigated the accuracy and adequacy of the financial statements and other public disclosures of Nasdaq issuers.

He was also an attorney in private practice where he:

• Advised broker-dealers regarding regulatory matters involving the SEC, FINRA, state securities regulators, and the Board of Governors of the Federal Reserve System.
• Advised savings banks on issues relating to converting from a mutual savings bank to a stock savings bank and prepared offering documents used in connection with the issuance of the bank’s securities.

Michael also served as an Intern during law school for the Securities Division of the Office of the Maryland Attorney General.

Michael received a Bachelor of Science in Business Administration (Finance with supplemental accounting course work) from Villanova University. He also received a Juris Doctor from the University of Baltimore School of Law and a Master of Laws in Securities Regulation from Georgetown University Law Center.