Professional Biography
Gwendolyn Williamson

Gwendolyn A. Williamson Partner

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  • 07.2022
    ESG Investing Frameworks and SEC Regulation
    Articles

    The Investment Lawyer, Vol. 29, No. 7

    Many asset managers in the United States today have adopted socially responsible, or environmental, social, and governance (ESG), investing frameworks such as the United Nations (UN) Principles for Responsible Investment (UNPRI) and have embedded UN Sustainable Development Goals (SDGs) in their investment processes. This article outlines the UNPRI and the SDGs, discusses recent Securities and Exchange Commission (SEC) views, guidance, and rulemaking involving ESG frameworks, and suggests steps asset managers can take to shore up their compliance programs in advance of the 2023 UNPRI reporting season.
  • 06.2022
    Selecting Today’s Independent Fund Director
    Articles

    The Investment Lawyer, Vol. 29, No. 6

    In an era of industry disruption, active Securities and Exchange Commission (SEC) rulemaking, and heightened market and regulatory focus on environmental, social and governance (ESG) matters, mutual fund, exchange-traded fund (ETF) and other registered fund directors face tough questions as they work to fill vacancies arising on a board. Identifying an independent director candidate that meets the needs of a board at a given time always has been a delicate balance of art and science. Today, some boards are rethinking the formula as they grapple with the proper criteria to consider in developing a candidate pool and selecting from it. This article lays out the regulatory landscape against which long-standing independent director selection best practices were established, identifies key step in the process, and suggests considerations around diversity and specialized skills that fund boards should consider.
  • 03.02.2022
    SEC Proposes New Cybersecurity Risk Management Regime for Registered Funds and Advisers
    Updates
    In the summer of 2020, the SEC’s Division of Examinations published risk alerts highlighting cybersecurity risks, concerns, and considerations around ransomware and physical and cyber security issues for business continuity, and credential stuffing and multifactor authentication.
  • 01.2022
    Examining the Section 15(c) Contract Review Process for Similar ETFs and Mutual Funds
    Articles

    The Investment Lawyer, Vol. 29, No. 1

    As the number of exchange-traded funds (ETFs) continues to grow rapidly across the industry, boards increasingly find themselves at a crossroads in their annual contract review process under Section 15(c) of the Investment Company Act of 1940, as amended (1940 Act), questioning whether they are compelled to consider the delicate question of comparability of fees and other matters between ETFs and mutual funds.
  • 12.2021
    Developments in 2021 for SPACs Under the 1940 Act
    Articles

    The Investment Lawyer, Vol. 28, No. 12

    In their third decade of existence, special purpose acquisition companies (SPACs), have gone from novel to ubiquitous. According to the Wall Street Journal, during the first quarter of 2021 alone, SPACs raised nearly $75 billion and accounted for more than 70 percent of all initial public offerings, a 20 percent increase over 2019.
  • 2021
    An Administrative History of Rule 12b-1

    Course Handbook
    Practising Law Institute Basics of Mutual Funds and Other Registered Investment Companies 2021

  • 03.08.2021
    Climate Change Takes Center Stage at the SEC
    Updates

    Over the past few weeks, the U.S. Securities and Exchange Commission has taken several actions that put climate change front and center, reflecting the importance to many investors of climate change related disclosures. 

  • 10.2020
    ETFs in 2020: One Board or Two (or More)?
    Articles

    The Investment Lawyer, Vol. 27, No. 10

    The recent advent of non-transparent, semitransparent, and other actively managed exchange traded funds (ETFs) within existing mutual fund complexes raises the issues discussed below that the boards of mutual funds in such complexes currently face.
  • 08.20.2020
    As Pandemic Lingers, SEC Has Not Forgotten About Advisers’ Share Class Selection and Compensation Practices
    Updates
    In our October 2019 alert, we discussed how the staff of the U.S. Securities and Exchange Commission (the SEC) has remained sharply focused in recent years on the conflicts of interest related to investment advisers’ selection of mutual fund share classes for their clients, the types of fees charged to mutual fund shareholders, and the revenue sharing practices of mutual fund advisers and their affiliates.
  • 08.18.2020
    OCIE Raises Concerns Regarding Physical and Cyber Security, Supervision, and Business Continuity
    Updates
    The Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (the SEC) issued a risk alert (the Risk Alert) on August 12, 2020, highlighting COVID-19 pandemic-related risks and considerations for broker-dealers and investment advisers. 
  • 05.2020
    ESG Standards: A Look Abroad in the Absence of Clarity at Home
    Articles

    The Investment Lawyer, Vol. 27, No. 5

    The demand for and growth of investment products pursuing environmental, social, and/or governance focused (ESG) strategies continues, with investors directing assets to ESG mutual funds and exchange-traded funds, community and “green” bond funds, green money market funds, and opportunity zone funds, as well as ESG-oriented private funds and separately managed accounts.
  • 04.2020
    Basics of Mutual Funds and Other Registered Investment Companies

    Course Handbook
    Practising Law Institute Basics 2020 Program

  • 03.2020
    Classes and Conflicts: What’s Next for Fund Distribution Arrangements?
    Articles
    This article summarizes recent SEC’s enforcement activities—including litigation, settlements, Staff guidance, and priorities for 2020—that illustrate the regulatory mousetrap that investment advisers face today. In conclusion, we pose a series of business and legal questions that advisers and fund boards might consider as they look to the future.
  • 10.23.2019
    SEC Scrutiny of Advisers’ Share Class Selection, Revenue Sharing and Disclosure Practices Continues Apace
    Updates
    Over the past several years, U.S. Securities and Exchange Commission (SEC) enforcement activity has eroded the stability of the once-standard lineup of share classes available to mutual fund investors.
  • 10.2019
    Proxy Voting and the Possibilities of Blockchain
    Articles
    This article overviews current thought on possible reformation, first summarizing the proxy voting system itself, public discussions about the current system and recent regulatory actions, and then suggesting how blockchain technology could be used to instill more efficiency and accountability in the proxy process. We seek to identify and address the general problems the status quo proxy voting system presents for mutual funds, their advisers and other primary service providers and the financial intermediaries selling and servicing fund shares.
  • 10.2019
    Family Offices
    Lawyer Publications

    Chapter 59
    Investment Adviser Regulation: A Step-by-Step Guide to Compliance and the Law, ed. Clifford Kirsch (PLI, 16th Release)

    Family offices have existed in the United States for over a century, and they manage myriad important and complex objectives for members of a family, including, among others: asset management; corporate succession; estate, gift, and income tax planning; charitable giving; and general administration of family affairs.
  • 08.29.2019
    SEC Issues Guidance and Interpretation Aimed at Proxy Voting
    Updates
    The SEC held an open meeting on August 21, 2019, and approved two items: (1) guidance regarding the proxy voting responsibilities of investment advisers under the Investment Advisers Act of 1940 and related proxy voting disclosures required under the Investment Company Act of 1940; and (2) interpretation and guidance on the applicability of rules on proxy voting advice under the Securities Exchange Act of 1934. 
  • 10.24.2018
    Developments in the Regulation of Fiduciary Investment Advice
    Articles
    We describe the history and current status of the DOL fiduciary rule that the SEC proposals would replace and then turn to a detailed exploration of the proposals and the initial response to them. Read the full article.
  • 09.2018
    Will 12b-1 Fees Cave Under Pressure? and Related Questions in a Time of Change
    Articles
    The pricing structure of mutual fund share classes that was familiar to many for over three decades has been severely disrupted, and the new normal is a work in progress still being shaped by market and regulatory forces.
  • 05.2018
    Investment Adviser ESG Policies and Compliance Measurement
    Articles

    This article identifies compliance issues that can arise with adviser-level ESG policies, and suggests how advisers who have adopted such policies, or are seeking to do so, might work with legal counsel to fold the policies into existing compliance programs.

  • 12.2017
    A Legal Overview of Investing for Small and Emerging Public Charities
    Articles

    The Investment Lawyer, Vol. 24, No. 12

    A Legal Overview of Investing for Small and Emerging Public Charities.
  • 09.14.2017
    Compliance Concerns Amidst Industry, Regulatory Change
    Articles
    Even under ordinary circumstances, a mutual fund board’s compliance oversight function is complex. In the current regulatory environment, the task is even more multi-faceted than usual.
  • 01.23.2017
    SEC Staff Allows Brokers to Set Fund Commissions with “Clean Shares”
    Updates
    The SEC’s Division of Investment Management issued a no-action letter on January 11, 2017 explicitly permitting brokers to set their own commission rates for sales of so-called “clean shares” of mutual funds.
  • 04.19.2016
    ICI Mutual Funds Conference Outlines the SEC's 2016 Agenda
    Lawyer Publications
    The Investment Company Institute’s annual Mutual Funds and Investment Management Conference heralded springtime and a fresh approach to the regulation of registered funds. 
  • 12.2014
    The Liability Hole — Cybersecurity Risks and the Apportionment of Liability
    Articles

    The Investment Lawyer Volume 21, No. 12

    Suffice it to say, cybersecurity has been a hot topic in the mutual fund industry during the past year. 
  • Winter 2013
    Investment Management Report
    Lawyer Publications
    The Investment Management Report provides information on recent changes in the financial industry. Read the full newsletter.
  • Summer 2013
    Investment Management Report
    Lawyer Publications
    The Investment Management Report provides information on recent changes in the financial industry. Read the full newsletter.
  • Spring 2013
    Investment Management Report
    Lawyer Publications
    The Investment Management Report provides information on recent changes in the financial industry. Read the full newsletter.
  • 10.02.2012
    LIBOR Reform Plans Announced by U.K. Regulators
    Updates
    In a move intended to ease the uncertainty surrounding the future role of LIBOR (the London Interbank Offered Rate), on September 28, 2012, Martin Wheatley of the United Kingdom’s Financial Services Authority (the FSA) offered a path to overhauling the benchmark interest rate.  
  • 10.2012
  • Summer 2012
    Investment Management Report
    Lawyer Publications
    The Investment Management Report provides information on recent changes in the financial industry. Read the full newsletter.
  • 07.2012
    Tackling Mutual Fund Risks in the Omnibus Channel
    Articles

    The Investment Lawyer, Volume 19, No. 7

    The typical model of mutual fund distribution and shareholder servicing in the United States has undergone a paradigmatic shift during the past twenty years and particularly during the last decade. Until relatively recently, mutual fund investors generally purchased shares and received account services directly from a fund or its transfer agent.
  • 06.27.2011
    SEC Adopts Rule Defining “Family Offices” Under Dodd-Frank Act
    Updates
    At an open meeting of the Securities and Exchange Commission (SEC) on June 23, 2011, the SEC Commissioners approved a new rule defining “family offices.” Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) excluded family offices from the definition of investment adviser under the Investment Advisers Act of 1940 (Advisers Act) and thereby exempted family offices from the registration requirements under the Advisers Act, as amended by the Dodd-Frank Act. However, Section 409 of the Dodd-Frank Act also directed the SEC to adopt a rule defining the term “family office” in order to identify the entities eligible for the exclusion. On June 23, 2011, the SEC adopted such a rule.
  • 12.07.2010
    The Financial Reform Act: Flurry of SEC Rulemaking Offers Potential Answers for Advisers to Private Funds
    Updates
    On November 19, 2010, the Securities and Exchange Commission released two companion releases proposing new rules related to registration requirements for investment advisers to private funds, including hedge funds, private equity funds and other pooled investment vehicles.
  • 11.23.2010
    The Financial Reform Act: SEC Proposes a Definition of “Venture Capital Fund” for Purposes of Exemptions
    Updates
    On November 19, 2010, the Securities and Exchange Commission proposed a new rule, based on requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Financial Reform Act, defining “venture capital funds” for purposes of exempting advisers to these funds from registering under the Investment Advisers Act of 1940.
  • 03.2010
    Supreme Court Upholds Gartenberg Standard in Jones v. Harris
    Articles

    Journal of Investment Compliance, Volume 11 Issue 2

  • 11.2009
    U.S. SEC Staff Conditionally Allows Foreign Funds To Invest In U.S. Funds In Excess Of Anti-Pyramiding Limitations Of Investment Company Act Of 1940
    Articles

    BNA International World Securities Law Report

  • 03.2007
    SEC Adopts New E-Proxy Rules
    Articles

    Banking & Financial Services Policy Report

  • 11.02.2023
    The ESG Landscape: Wall Street’s Role in Creating a More Sustainable Future
    Speaking Engagements
    Diversity & Equity on Wall Street
    Centerforce 2023 / New York, NY
  • 09.19.2023
    ESG Regulatory Roundtable
    Speaking Engagements
    Investment Management Education Alliance / Boston, MA
  • 04.12.2023
    ESG Oversight: The Fundamentals in an Evolving Space for Fund Boards
    Speaking Engagements
  • 01.10.2023
    ESG Considerations for Asset Managers - The Emerging Regulatory Framework Applying to Investment Funds and Investment Advisers 2023
    Speaking Engagements
  • 10.10.2022
    Focus Forward: Cyber Risk
    Speaking Engagements
    Panelist
    Insurance Leadership Forum / Colorado Springs, CO
  • 09.08.2022
    In Focus: ESG Compliance
    Speaking Engagements
    This roundtable session focused on how fund complexes can comply with the SEC's April 2021 ESG Risk Alert.
  • 07.14.2022
    Intro to Proposed ESG Rules Changes
    Speaking Engagements
    This webinar highlighted key takeaways for fund boards from the SEC's ESG rules proposals on the names rule and fund/adviser disclosure related to ESG investment strategies.
  • 05.19.2022
    ESG Regulation Perspectives
    Speaking Engagements
    Investment Management Education Alliance (IMEA) Podcast / Virtual
    Partner Gwendolyn Williamson spoke on a podcast on Investment Management Education Alliance (IMEA) titled "ESG Regulation Perspectives".
  • 04.20.2022
    ESG Update
    Speaking Engagements

    Panelist
    Investment Management Education Alliance, All-Council Summit

  • 11.18.2021
    Building an ESG Compliance Program—Disclosure and Client Communication Issues
    Speaking Engagements
  • 10.27.2021
    ESG Taxonomy: Ratings, Benchmarks, and Other Board Challenges in an Uncertain Regulatory Environment
    Speaking Engagements
    Panelist
    Mutual Fund Directors Forum / Webinar

    The Forum is offering an ESG webinar series with three panels to address the different facets of ESG funds and governance.

  • 09.09.2021
    Board Oversight: ETFs and Mutual Funds
    Speaking Engagements
  • 09.02.2021
    ESG Considerations for Asset Managers - The Emerging Regulatory Framework Applying to Investment Funds and Investment Advisers 2021
    Speaking Engagements
  • 06.22.2021
    Pride Month - A Conversation with LZ Granderson
    Webinars
    Moderator
    LZ Granderson shared his journey from being in the closet while growing up in a rough neighborhood in Detroit to becoming one of the most visible, openly gay men working in sports today.
  • 06.09.2021
    The ESG Cutting Edge: Reporting & Engagement
    Webinars

    A proxy season post-mortem on all the latest ESG issues. The program covered the tools needed to nimbly move forward in a rapidly shifting environment.

  • 04.21.2021
    On the Horizon:  How the Changing Environment Will Affect the Way Funds are Structured and Sold
    Speaking Engagements

    Moderator
    Practising Law Institute Basics of Mutual Funds and Other Registered Investment Companies 2021 / Virtual

  • 03.04.2021
    ESG: Investing and Implementation
    Speaking Engagements
  • 12.02.2020
    The Biden SEC: What Investment Advisers and Broker-Dealers Might Expect
    Webinars
    Join Perkins Coie Investment Management practice partner Gwendolyn Williamson for a timely discussion as she explores changes that investment advisers, investors, and broker-dealers might see under a Biden administration.
  • 11.18.2020
    The CPRA Passed: What’s Next for Asset Managers?
    Speaking Engagements
    In-House CLE / Webinar
    This webinar explored how Prop 24, which is scheduled to become operative in 2023, may affect asset managers and other financial services providers, particularly those that do business in California and must comply with obligations set forth by the soon-to-be-established California Privacy Protection Agency.
  • 10.14.2020
    Social Impact Investing in Forest Lands
    Speaking Engagements
    World Forestry Center
    Who Will Own The Forest
    John and Gwen led the discussion on Social Impact Investing in Forest Lands during the breakout session.
  • 10.08.2020
    Use of AI in Financial Services
    Webinars
    This webinar explores how AI is being used in asset management and by regulated financial services intermediaries, including funds, investment advisers, broker-dealers, and exchanges.
  • 09.25.2020
    Compliance Risks and Considerations During COVID-19
    Speaking Engagements
  • 05.20.2020
    Optimizing Your Summer and Future Employment Opportunities
    Webinars
    Our speakers offered you concrete advice on how you can use your time this summer to become the “preferred candidate” employers describe in their job postings.
  • 03.23.2020
    Everything ESG: Socially Responsible Investing Trends
    Webinars
    Investing to further environmental, social, and governance, or “ESG,” goals alongside achievement of financial returns remains an increasingly popular trend that presents opportunity and potential risk for the asset management industry.
  • 03.14.2019
    ESG: Investment Process and Compliance
    Speaking Engagements
    Panelist
    IAA Investment Adviser Compliance Conference 2019 / Washington, DC
  • 05.10.2018
    Fiduciary Investment Advice Program
    Speaking Engagements

    Panelist

    Practicing Law Institute, New York, NY, May 10, 2018.

  • 10.10.2016
    Cybersecurity Breaches and Compliance Challenges on the Horizon
    Speaking Engagements
    Investment Adviser Association / Atlanta, GA
  • 10.06.2015
    Counseling Cybersecurity and Risk Management: A Regulatory Perspective on Cyber Risk and Liability
    Speaking Engagements
    Minority Corporate Counsel Association 2015 CLE Expo / San Diego, CA
  • 01.30.2015
    Not If, But When: Securing Fund Data
    Speaking Engagements
    ’40 Acts Committee Luncheon / New York, NY

RELATED INFORMATION

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Bar and Court Admissions

  • District of Columbia
  • Georgia

Education

  • University of Georgia School of Law, J.D., 2005
  • University of North Carolina at Chapel Hill, B.A., 1999