Tell us about your background as a General Counsel and current career status…

I currently am working from home as a legal consultant. From September 2002 to April 2021, I was a Deputy General Counsel at TD Ameritrade (TDA), a leading online brokerage firm. I joined TDA when it acquired the online brokerage firm for which I was a Deputy General Counsel. TDA acquired many other competitors over the years, including Scottrade, and I played an active role in the acquisitions. TDA also built its own investment advisory, advisor custody and retirement services businesses and I was a key player in their growth. I was involved in a wide range of other matters at TDA, including serving in various corporate governance capacities. For example, I was an officer of numerous TDA subsidiaries and participated in their board and management meetings. I also was the Legal Department representative on TDA’s Product Review Committee and its 401(k) Plan Committee and a voting member of both for over 10 years.

How does your industry help define your role as General Counsel?

The brokerage and investment advisory businesses differ from most others in being focused on providing high quality, complex services to clients on a very timely basis. Those businesses also are more regulated than most and more susceptible to client misunderstandings. In addition, the brokerage business is capital intensive and technology driven. Numerous regulatory bodies are involved with both. Broker-dealers are subject to regulation not only by various divisions of the SEC but also by FINRA, various exchanges and state securities regulators. Investment advisors are regulated by both the SEC and state securities regulators. In addition, both broker-dealers and investment advisors must provide current, detailed disclosure documents to clients and prospects. They also must comply with stringent Department of Labor requirements as to retirement accounts.

The complexity of this regulatory landscape has led to important trade groups like the Securities Industry and Futures Markets Association (SIFMA) for broker-dealers and the Investment Adviser Association (IAA) for investment advisors. In addition, both depend on public trust. As a result, they must pay close attention to matters that could entail reputational harm, whether in the context of regulation, litigation or adverse publicity. In addition, broker-dealer marketing spend is much higher than the spend in most service industries. Legal is actively involved in all the above. It typically plays an active role in counseling business leaders as to regulatory and litigation matters, reviewing advertising and marketing materials and participating in trade group committees and conferences. My role at TDA encompassed all of those activities. I acted as the firm focal point on numerous SIFMA regulatory projects and served on the IAA’s Digital Adviser Committee (which meets periodically with key SEC officials).

The core challenges the broker-dealer and investment advisory industries face include not only executing well in the above areas but also successfully addressing new regulatory requirements and technological developments. An example of an important new regulatory requirement is the SEC’s recent Regulation Best Interest (Reg BI), which applies to both broker-dealers and

investment advisors. I served as the Legal representative on TDA’s Reg BI Committee (which developed TDA’s new Reg BI policies and procedures). I drafted the Reg BI disclosure documents (Form CRS) for both TDA’s retail broker-dealer and its investment advisors. As to technological developments, being in the industry forefront is critically important. Robust technology can be the key to providing better customer service and developing new products and services. For example, strong TDA technology was critical in the product development efforts I participated in, such as using an “agile” approach to develop TDA’s “robo” investment advisory service. In the future, blockchain technology will be critical to broker-dealers achieving reduced trade settlement times.

How do you feel the General Counsel should act as a business partner?

What has been unique about my role in the broker-dealer and investment advisory businesses has been its breadth and depth. It has entailed not only counseling as to the current state of regulatory requirements and dealing with related regulatory issues, but also being on the cutting edge of providing new products and services. For example, I played a major role in TDA developing one of the first online investment advisory services, which grew to over $20 billion of assets under management (AUM). I also was TDA’s focal point in establishing the first set of target date ETFs in 2007 and a key member of TDA’s Product Review Committee.

I see Legal’s impact on business growth and corporate culture as a vital one. At TDA, Legal not only strives to facilitate growth but also to ensure it comports with regulatory requirements and the corporate culture. There is a strong set of corporate values known as the Core Values, which are included in performance reviews and facilitate responsible TDA growth.

How do you see the professional growth trajectory as a General Counsel?

My career has been one of continuous growth in my relevant knowledge and skill set. I have enjoyed being a lawyer in that journey (while sometimes acting as more of a business person) and do not envision transitioning to a non-legal role.

What is the best advice you can give for In-House Counsel?

I recommend that aspiring lawyers do as much as they can to keep their options open, such as by taking on as many challenges as possible. Challenges often lead to opportunities. I have found that successfully addressing challenges impresses executive teams and provides a foundation for further career growth. In addition, I strongly recommend that aspiring lawyers develop active listening skills. I gravitated into those skills long before they had a name and found my clients appreciated the close attention I paid to their situations. Those skills have served me well.

About Gil Ott

Gil Ott is a collaborative, versatile fintech lawyer. He has expertise in broker-dealer, investment advisor, investment company and trust company regulation as well as ERISA. He has played major roles in numerous M & A transactions and in corporate governance matters such as board and board committee meetings. At TD Ameritrade he served as Legal lead on its Product Review Committee, its 401(k) Plan Committee, its DOL Rule Committee and its SEC Regulation Best Interest Committee.