U.S. COMMODITY FLTURES TRADING COMMISSI0:-1 

Three Lafayette Centre 

1155 21st Street, NW, Washington, DC 20581 

www.cftc.gov 

Office of the 

General Counsel 

VIEMORANDUM 

INTERNAL MEMO 

TO: Chelsea Pizzola, Deputy Chief of Staff, Office of Chairman Tarbert 

FROM: John Einstrnan, Deputy General Counsel and Alternate Designated 

Agency Ethics Official ("ADAEO'") 

DATE: July 24, 2019 

SUU.JECT: Limited Authorization for Ms. Piz.zola, Deputy Chief of Staff, Office of 

Chairman Tarbert to Participate in Certain Particular Matters \vi th 

Specific Parties Involving a Former Employer and Fonner Clients 

I. INTRODUCTION 

The purpose of this memorandum is to provide limited authorization pursuant to 

5 C.F.R. § 2635.502(d), to Ms. Chelsea Pizzola, Deputy Chief of Staff, Office of 

Chainnan Tarbert to participate in certain particular matters with specific parties 

involving a former employer and former clients. 

II. FACTUAL BACKGROUND 

~s. Pizzola joined the CFTC as Deputy Chief of Staffon July 22, 2019. Prior to 

joining the CFTC, ~s. Pi?J.ola was a second year associate with the law firm of Allen 

& Overy in lhe financial services regulatory group. While at Allen & Overy, she 

advi.sed a broad range of financial institutions, including banks, swap dealers, futures 

commission merchants, broker-dealers, and investment advisers. Prior to joining 

Allen & Overy, she was a research fellow at the Committee on Capital Markets 

Regulation and she .served as a law clerk in the Office of the former CFTC Chairman, 

)..{r. J. Christopher Giancarlo. 
Limited Authorization 

Chelsea Pizzola 

Page 4 

(b)(5) 

III. LEGAL STANIJARIJ 

The Standards of Ethical Conduct for Employees of the Executive Branch at 

5 C.F.R. § 2635.502(a), regarding personal and business relationships, provides that 

where an employee knows that a particular matter involving specific parties may 

involve a person with whom the employee has a covered relationship, involves a 

party who is, or represents, a party to such matter, or where the circumstances would 

cause a reasonable person with knowledge of the relevant facts to question her 

impartiality in the matter, the employee should not participate in the matter unless she 

has received authorization from the agency dcsignce in accordance ,vith 

§ 2635.502(d). An employee has a covered relationship with, "LaJny person for 

whom the employee has, within the last year, served a.,;; officer, director, trustee, 

general partner, agent, attorney, consultant, contractor or employee." 5 C.F.R. 

§ 2635.502(b)(iv) (emphasis added). 

Because Ms. Pizzola served as an attorney to Allen & Overy up until July 19, 2019, 

she has a covered relationship with Allen & Overy until July 19, 2020. 

(b)(5) 

The ADAEO "may authorize an employee to participate in a particular matter based 

on a determination, made in light of all relevant circumstances, that the interest of the 

government in the employee's participation outweighs the concern that a reasonable 

person may question the integrity of the agency's programs and operations." See 

5 CY.R. § 2635.502(d). Factors which may be taken into consideration include: 

I) The nature of the relationship involved; 

2) The effect that resolution of the matter would have upon the financial 

interests of the person involved in the relationship; 
Limited Authorization 

Chelsea Pizzola 

Page 5 

3) The nature and importance of the employee's role in the matter, 

including the extent to which the employee is called upon to exercise 

discretion in the matter; 

4) The sensitivity of the matter; 

5) The difficulty of reassigning the matter to another employee; and 

6) Adjustments that may lx: made in the employee's duties that would 

reduce or eliminate the likelihood that a reasonable person would 

question the employee's impartiality. 

IV. AUTHORIZATION 

Ha..ed on the facts, I find that there is no actual financial conflict of interest under 

18 U.S.C. § 208 regarding Ms. Pizzola's participation in any given particular matter 

affecting the above listed entities bc1..:ausc she resigned from her position at Allen & 

Overy on July 19, 2019, and is no longer receiving any salary or legal fees for such 

services. As such, issuance of this limited authorization pursuant to 5 C.F.R. 

§ 2635.502 "111 not cause her to violate 18 U.S.C. § 208. 

Although Ms. Pizzola's participation in particular matters affecting the above listed 

entities would not violate 18 C .S.C. § 208(a), it could raise a question in the mind of 

a reasonable person about her impartiality because of her former position as attorney 

to Allen & Overy and her former clients. HO\vever, Ms. Pizzola may be authorized to 

participate in the matter based on a determination, made in light of all relevant 

circumstances, that the interest of the Government in ~s. Pizzola's participation 

outweighs the concern that a reasonable person may question the integrity of the 

agency's programs and operations. See 5 C.F.R. § 2635.502(a)(2). 

Specifically, this limited authorization allows Ms. Pizzola to serve as Chairman 

Tarbert's ethics screener for all particular matters with specific parties where one of 

the above-named entities is a party or represents a party, 

This authori1..ation also permits Ms. Pizzola to participate in particular matters w·ith 

specific parties where Coinbase, Inc. and LCH Group are either a party to the matter 

or represent a party to the matter. (bl(5l 

(b)(5) 

(b)(5) This authorization \',,'ill also allow her participation in 

specific party matters affecting LC! I Group because she only provided a mere l.5 

hours of legal services to this entity. 
Limited Authorization 

Chelsea Pizzola 

Page 6 

However, except for Coinbai;;e, Inc. and I.Cl I Group, Ms Pi7.zola is not authorized to 

participate in specific party matters with the entities listed in the table, beyond 

screening matters for Chairman Tarbert, where the entity is a party or represents a 

party to the matter. 

In accordance with 5 C.F.R. § 2635.502(d), even though there is an appearance of 

lack of impartiality in Ms. Pizzola's participating in particular matters with specific 

parties involving all of the above-named entities while serving as Chairman Tarbert's 

ethics screener, and for participating in particular matters with specific parties where 

Coinbase, Inc. or LCH Group is, or represents, a party, I have determined the 

following: 

I) The nature of the relationship involved is neutral. Ms. Pizzola is no 

longer receiving any salary from Allen & Overy, legal fees, or 

providing legal advice to the above-named entities. 

2) The effect that resolution of the matter would have upon the financial 

interests of Ms. Pi22ola is non-existent. However, the effect that 

resolution of a matter on any of the above-named entities may vary. 

3) The nature and importance of Ms. Pizzota·s role in the matter, 

including the extent to which she is called upon to exercise discretion 

in the matter, may varv, as set forth immediately below: 

a. While serving as a screener, Ms. Pizzola's determinations wil! 

be objective and require little to no subjective determinations. 

She will review all documents for Chainnan Tarbert against the 

list of entities in his screening arrangement. It is possible that 

in her screening of documents, she may find entities involved 

in the particular matter that are also her former employer or 

client. It should also be noted that Chairman Tarbert's conflict 

expires on October I 0, 2019. 

b. (b)(5) 

particular matter. Ms. Pizzola' s role as an advisor in this 

matter is critical. However, Ms. Pizzola is not the sole staff 

member considering these issues and will not be a final 

decision maker. Chairman Tarbert considers all matters, and 

along with the other Commissioners, is the final decision 

maker. 

c. CFTC Ethics is not aware of any pending issues concerning 

LCH Group. Further, Ms. Pizzola only provided 1.5 hours of 

legal services to that entity. Because she is not the sole 
Limited Authori1.ation 

Chelsea Pizzola 

Page 7 

participant or a final decision maker in any particular matter 

under the Commission's consideration, there is minimal risk 

that a reasonable person with knowledge of the facts would 

question her impartiality. 

4) Titis limited authorization has considered the sensitivity of issues that 

may arise involving the above-named entities, including Coinbase, Inc. 

and LCH Group. However, the fact that Ms. Pizzola is serving as a 

screener - which is an objective activity - and the fact that she is not 

the sole staff member considering issues or the final decision-maker, 

adequately mitigate appearance concerns and protect the integrity of 

Commission's programs and operations. 

5) Ms. Pizzola's unique perspectives are necessary in advising Chairman 

Tarbert on particular matters with specific parties where Coin base, Inc. 

or LCH Group is involved. She was hired as Deputy Chief of Staff 

because of her expertise in financial services and her former 

experience serving as an intern to the former CFTC Chainnan. 

6) Ms. Pizzola docs not act alone in anv particular matters with specific 

parties, because Chairman Tarbert reviews those matters as well, along 

with other colleagues, and the other Commissioners and their staff. 

The Chairman, Commissioners, Chief of Staff, Secretariat, and others 

with a need-to-know, will be provided a copy of this authorization to 

ensure that all parties arc aware of Ms. Pizzola's prior background 

with the above-named entities and the scope of this limited 

authorization. 

Based upon the above, 1 have determined, in light of all relevant facts and 

circumstances, that the interest of the Commission in Ms. Pizzola's participation as 

the screener for Chairman Tarbert where any of the above-named entities is, or 

represents, a party in the particular matter. or where Coinbase, Inc. or LCII Group 

are, or represent, a party, outweighs the concern that a reasonable person may 

question the integrity of the Commission's programs and operations, and it is 

appropriate to issue Ms. Pizzola this v.Titten limited authoril..ation pursuant to 

5 C.f.R. § 2635.502(d). 

Accordingly, l authorize Ms. Pizzola to participate in her official capacity as 

explained above. 

Ms. pj7.zola is advised that if there arc any material changes, or if any other relevant 

facts concerning this matter come to her or the Commission's attention, she must 

consult with me, the DAEO, or a CFTC Deputy Ethics Counselor to determine the 

continuing validity of this authorization. 
Limited Authorization 

Chelsea Pizzola 

Page 8 

Should you have any questions regarding this matter, please contact me or a 

CFTC Deputy Ethics Counselor. 

John Einstman Date 

/ Deputy General Counsel, ADAEO 
U.S. COMMODITY FUTURES TRADING COMMISSION 

Three Lafayette Centre 

1155 21st Street, NW, Washington, DC 20581 

www.cffc.gov 

Office of 

General Counsel 

MEMORANDUM 

INTERNAL ,14EMO 

TO: Joshua B. Sterling, Director, Division of Swap Dealer and Intermediary 

Oversight ("DSIO") 

FROM: John Einstman, Deputy General Counsel and Alternate Designated 

Agency Ethics Official ("ADAEO") 

DATE: August 12, 2019 

SUBJECT: Limited Authorization for Mr. Sterling, Director of DSIO to Participate 

in Particular Matters with Specific Parties Involving a Former Employer 

and Former Clients 

I. INTRODUCTION 

The purpose of this memorandum is to provide you with a limited authorization 

pursuant to 5 C.F.R. § 2635.502(d), to participate in certain particular matters with 

specific parties involving a former employer and former clients. 

II. FACTUAL BACKGROUND 

You joined the CFTC as the Director of DSIO on August 7, 2019. Prior to joining the 

CFTC, you were a partner at Morgan, Lewis & Bockius LLP ("Morgan Lewis"). In 

that capacity, you advised asset managers globally, including the sponsors of 

exchange-traded commodity pools, registered investment companies, and other 

pooled investment vehicles. You provided legal advice to managers of alternative 

investment strategies in structuring their derivatives activities in compliance with the 

Dodd-Frank Act and related U.S. Securities and Exchange Commission ("SEC") and 

CFTC requirements. Prior to joining Morgan Lewis, you were a partner at Bingham 

McCutchen LLP and an associate with Cleary Gottlieb Steen & Hamilton LLP. You 

bring over 17 years of global financial markets experience to the CFTC. 
Limited Authorization 

Joshua B. Sterling 

Page 4 

(b)(5) 

III. LEGAL STANDARD 

The Standards of Ethical Conduct for Employees of the Executive Branch at 

5 C.F.R. § 2635.502(a), regarding personal and business relationships, provides that 

where an employee knows that a particular matter involving specific parties may 

involve a person with whom the employee has a covered relationship, involves a 

party who is, or represents, a party to such matter, or where the circumstances would 

cause a reasonable person with knowledge of the relevant facts to question his 

impartiality in the matter, the employee should not participate in the matter unless he 

has received authorization from the agency designee in accordance with 

section 2635.502(d). An employee has a covered relationship with, "[a]ny person for 

whom the employee has, within the last year, served as officer, director, trustee, 

general partner, agent, attorney, consultant, contractor or employee." 5 C.F.R. 

§ 2635.502(b)(iv) (emphasis added). 

Because you served as an attorney and partner at Morgan Lewis unit July 31, 2019, 

you have a covered relationship with Morgan Lewis until July 31, 2020. 

(b)(5) 

The ADAEO "may authorize an employee to participate in a particular matter based 

on a determination, made in light of all relevant circumstances, that the interest of the 

government in the employee's participation outweighs the concern that a reasonable 

person may question the integrity of the agency's programs and operations." See 

5 C.F.R. § 2635.502(d). Factors which may be taken into consideration include: 

1) The nature of the relationship involved; 

2) The effect that resolution of the matter would have upon the financial 

interests of the person involved in the relationship; 
Limited Authorization 

Joshua B. Sterling 

Page 5 

3) The nature and importance of the employee's role in the matter, 

including the extent to which the employee is called upon to exercise 

discretion in the matter; 

4) The sensitivity of the matter; 

5) The difficulty of reassigning the matter to another employee; and 

6) Adjustments that may be made in the employee's duties that would 

reduce or eliminate the likelihood that a reasonable person would 

question the employee's impartiality. 

IV. AUTHORIZATION 

Based on the facts, I find that there is no actual financial conflict of interest under 

18 U.S.C. § 208 regarding your participation in any given particular matter affecting 

the above listed entities because you resigned from your position at Morgan Lewis on 

July 31, 2019, and you are no longer receiving any salary, bonus, or legal fees for 

such services. Additionally, upon your resignation you liquidated your capital 

account balance with Morgan Lewis and no longer have any financial connection 

with the firm. Based on these facts, the issuance of this limited authorization 

pursuant to 5 C.F.R. § 2635.502 will not cause you to violate 18 U.S.C. § 208. 

Although your participation in particular matters affecting the above listed entities 

would not violate 18 U.S.C. § 208(a), it could raise a question in the mind ofa 

reasonable person about your impartiality toward Morgan Lewis and your former 

clients. However, you may be authorized to participate in a particular matter with 

specific parties based on a determination, made in light of all relevant circumstances, 

that the interest of the Government in your participation outweighs the concern that a 

reasonable person may question the integrity of the agency's programs and 

operations. See 5 C.F.R. § 2635.502(a)(2). 

Specifically, this limited authorization allows you to participate in particular matters 

with specific parties where Morgan Lewis is representing an industry association. 

However, you will be recused until August 6, 2020, from participating in CFTC 

particular matters with specific parties where Morgan Lewis is the party, or where it 

is representing a party that is not an industry association. 

This authorization also permits you to participate in particular matters with specific 

parties where a former client from the above list is, or represents, a party. 
Limited Authorization 

Joshua B. Sterling 

Page 6 

In accordance with 5 C.F.R. § 2635.502(d), even though there is an appearance of 

lack of impartiality in your participation in particular matters with specific parties 

involving all of the above-named entities, I have determined the following: 

1) The nature of the relationship involved is neutral. You no longer 

receive any salary, bonus, or legal fees from Morgan Lewis or any 

former clients, nor do you continue to provide legal advice to the 

above-named entities. 

2) The effect that resolution of the matter would have upon your financial 

interests is non-existent However, the effect that resolution of a 

matter on any of the above-named entities may vary. 

3) The nature and importance of your role in the matter, including the 

extent to which you are called upon to exercise discretion in the 

matter, may vary. As Director ofDSIO, you will be called upon to 

exercise discretion in any given matter. You will also supervise staff 

providing their own expertise in any given matter. While you may 

have influence over specific party matters before DSIO involving the 

above-named entities, Chairman Tarbert considers all matters, and 

along with the other Commissioners, is the final decision maker. 

4) This limited authorization has considered the sensitivity of issues that 

may arise involving the above-named entities. However, we have also 

considered the fact that you no longer receive salary or bonus from 

Morgan Lewis and that you have liquidated your capital account, and 

no longer have any financial ties to the firm. We have also considered 

the fact that you are no longer providing legal advice to your former 

clients and that you have no continuing financial ties. Further, we 

believe that oversight from the Chairman and Commissioners 

adequately mitigates appearance concerns and protects the integrity of 

the Commission's programs and operations. 

5) Particular matters with specific parties involving the above-named 

entities before the DSIO cannot be reassigned to any other employee. 

Chairman Tarbert chose you to serve as the Director ofDSIO because 

of your significant expertise assisting clients in structuring their 

complex derivatives activities while remaining compliant with the 

Dodd-Frank Act and CFTC requirements. \Vhile we acknowledge that 

your prior experience at Morgan Lewis with your former clients 

creates an appearance that you may lack impartiality when they are 

concerned, you were hired because of this expertise, and there is no 

one above you in the organization, other than the Chairman and 

Commissioners, who could supervise the direction and actions of the 

DSIO. 
Limited Authorization 

Joshua B. Sterling 

Page 7 

6) This authorization is unlimited as to your former clients. You may 

participate in any particular matter with specific parties affecting your 

former clients. However, in regard to Morgan Lewis, because you 

were a partner at that firm and developed relationships with your 

colleagues, we have determined that you should be recused from 

specific party matters where Morgan Lewis is, or is representing a 

party, unless they are representing an industry association. Industry 

associations will most likely be commenting on rulemakings where 

comments and CFTC responses will be publicly posted thus reducing 

impartiality concerns. The Chairman, Commissioners, Chief of Staff, 

Secretariat, and others with a need-to-know, will be provided a copy of 

this authorization to ensure that all parties are aware of your prior 

background with the above-named entities and the scope of this 

limited authorization. 

Based upon the above, I have determined, in light of all relevant facts and 

circumstances, that the interest of the Commission in your participation in particular 

matters with specific parties where one of the above-named former clients is, or 

represents, a party, or where your former employer, Morgan Lewis is representing an 

industry association, outweighs the concern that a reasonable person may question the 

integrity of the Commission's programs and operations, and it is appropriate to issue 

you this written limited authorization pursuant to 5 C.F.R. § 2635.502(d). 

Accordingly, I authorize you to participate in your official capacity as explained 

above. 

Please be advised that ifthere are any material changes, or if any other relevant facts 

concerning this matter come to yours, or the Commission's attention, consult with 

me, the DAEO, or a CFTC Deputy Ethics Counselor to determine the continuing 

validity of this authorization. 

Should you have any questions regarding this matter, please contact me or a 

CFTC Deputy Ethics Counselor. 

og/;z/;1 

Ei s an Date ' I 

Deputy General Counsel, ADAEO 
U.S. COMMODITY FUTURES TRADING COMMISSION 

Three Lafayette Centre 

1155 21st Street, NW, Washington, DC 20581 

www.cftc.gov 

Office of the 

General Counsel 

MEMORANDUM 

INTERNAL MEMO 

TO: Mr. Bruce Tuckman, Director, Office of Chief Economist 

FROM: Daniel J. Davis, General Counsel and Designated Agency Ethics 

Official (DAEO) 

DATE: October 25, 2017 

SUBJECT: Authorization to the Participation of Mr. Brncc Tud~man, Director, 

Office of Chief Economist 

I. INTRODUCTION 

The purpose of this memorandum is to provide authorization pursuant to 5 C.F.R. § 2635.502(d), 

to Mr. Bruce Tuckman, Director, Office of Chief Economist ("OCE''), to participate in CFTC 

particular matters affecting the Chicago Mercantile Exchange ("'CME"). 

II. FACTUAL BACKGROUND 

Mr. Bruce Tuck.man joined the CFTC on September 5, 2017 as the Director, Office of Chief 

Economist. Prior to joining the CFTC, Mr. Tuckman was a Professor at the New York 

University School of Business. Mr. Tuckman is also uniquely qualified within the CFTC 

because he also has over 15 years of experience working in the financial sector. Mr. Tuckman 

also held some other part-time positions. One such position was as a member of the CME Risk 

Committee. Mr. Tuckman advised that this Committee met quarterly for about 3 hours for each 

meeting. CME formed the committee and hired experts to review CME internal control issues. 

Mr. Tuckrnan was not an employee of CME and he was hired as an independent member of the 

board to provide an objective opinion regarding CME internal controls. The time commitment 

Mr. Tuckman spent on this activity \Vas minimal and he earned about (b)(Bl for each committee 

meeting. Vlithin the last year, Mr. Tuckman's interaction with CME staff was minimal. Mr. 

Tuckman's last CME Risk Committee meeting occurred in May 2017 and he received his last 

payment in June 2017. Mr. Tuckman resigned from this position in July 2017 and no longer has 

any financial connection to CME. 
Authorization for Mr. Bruce Tuckman 

Page 2 

(b)(5) 

Ill. LEGAL STANDARD 

The Standards of Ethical Conduct for Employees of the Executive Branch at 5 C.F .R. § 

2635.502(a), regarding personal and business relationships, provide that \Vhere an employee 

knows that a particular matter involving specific parties may involve a person with whom the 

employee has a covered relationship involves a party who is or represents a party to such matter. 

or where the circumstances \vould cause a reasonable person \Vith knowledge of the relevant 

facts to question his impartiality in the matter, the employee should not participate in the matter 

unless he has received authorization from the agency designee in accordance with Part 

2635.502(d). An employee has a covered relationship with "[a]ny person for \vhom the 

employee has, \Vithin the last year, served as officer, director, trustee, general partner, agent, 

attorney, consultant, contractor or employee." 5 C.F.R. § 2635.502(b)(iv). 

As Mr. Tuckman's service on CME's Risk Committee was as an expert and as an independent 

member, and because he expended minimal time and received minimal fees for such services, 

his activity is tantamount to a consulting position. As such, CFTC Ethics has determined that 

Mr. Tuck.man has a covered relationship with CME until July 2018. 

The DAEO "may authorize the employee to participate in the matter based on a detem1ination, 

made in light of all relevant circumstances, that the interest of the government in the employee's 

participation out\veighs the concern that a reasonable person may question the integrity of the 

agency's programs and operations." See 5 C.F.R. § 2635.502(d). Factors \vhich may be taken 

into consideration include: 

(1) The nature of the relationship involved; 

(2) The effect that resolution of the matter \vould have upon the financial interests of the 

person involved in the relationship; 

(3) The nature and importance of the employee's role in the matter, including the extent 

to which the employee is called upon to exercise discretion in the matter; 

(4) The sensitivity of the matter; 

(5) The difficulty of reassigning the matter to another employee; and 
Authorization for Mr. Bruce Tuckman 

Page 3 

(6) Adjustments that may be made in the employee's duties that would reduce or 

eliminate the likelihood that a reasonable person would question the employee's 

impartiality. 

IV. AUTHORIZATION 

Based on the above facts, I find there is no actual financial conflict of interest under 18 U.S.C. § 

208 regarding Mr. Tuckman's participation in a particular matter affecting CME because he 

resigned from his position on the CME Risk Committee in July 2017, and he no longer receives 

any fees from CME. As such, issuance of this authorization pursuant to 5 C.F.R. § 2635.502 will 

not cause him to violate 18 U.S.C. § 208. 

Although Mr. Tuckman's participation in this particular matter \Vou!d not violate 18 U.S.C. 208(a), it 

could raise a question in the mind of a reasonable person about his impartiality because of Mr. 

Tuckman's former position on the CME Risk Committee. Mr. Tuckman may be authorized to 

participate in the matter based on a determination, made in light of al! relevant circumstances, that 

the interest of the Government in Mr. Tuckman·s participation outweighs the concern that a 

reasonable person may question the integrity of the agency's programs and operations. See 5 C.F.R. § 

2635.502(a)(2). In accordance with 5 C.F.R. § 2635.502(d), even though there is an appearance 

of\ack of impartiality in Mr. Tuckman 's continued involvement, I have determined the 

follmving: 

1) The nature of the relationship involved is neutral. Mr. Tuckman no longer has 

any loyalties to CME and in fact his participation while on the CME Risk Committee was 

to provide unbiased expert advice regarding CME internal controls as an independent 

board member. He resigned from his position in July 2017 and all fees owed by CME to 

Mr. Tuckman were paid in June 2017. 

2) The effect that resolution of the matter would have upon the financial interests of 

Mr. Tuckman is non-existent. Mr. Tuckman no longer has any financial connection to 

CME. 

3) The nature and importance this particular matter would involve exercising the 

nonnal amount of discretion for the Director, OCE. Additionally, Mr. Tuckman is one 

advisor on the issue of whether to grant a No Object Letter to CME. In addition to Mr. 

Tuck.man, CFTC senior officials from DSIO and DCR will also be providing their 

independent opinions and recommendations. 

4) The sensitivity of the matters is minimal. CME's request for a No Objection 

Letter will not likely have a significant impact on CME itself, although it may have 

greater impact on FCMs. 

5) Mr. Tuckman was hired as Director, OCE because of his area of expertise and his 

unique perspectives are necessary in detennining the actions required by the CFTC. 

Although other employees in OCE can analyze data, Mr. Tuckman's significant private 

sector financial experience is unique to him and not readily available in other OCE 

employees. His private sector experience in the financial industry will allow him to 
Authorization for Mr. Bruce Tuckman 

Page 4 

apply a qualitative analysis to this issue in a way that other OCE employees cannot 

because they do not have that unique experience. 

6) Mr. Tuckman will not be acting in this matter alone. Other CFTC officials from 

DSIO and DCR will be participating in this deliberation. Each participant ,vill be 

provided a copy of this authorization to ensure that all parties are aware of Mr. 

Tuck.man's prior background \vith CME. 

Based on the above, I have determined, in light of al! relevant facts and circumstances, that the 

interest of the Commission in Mr. Tuck.man's participation in this matter regarding CME's 

request for a No Objection Letter out,veighs the concern that a reasonable person may question 

the integrity of the Commission's programs and operations, and it is appropriate to issue Mr. 

Tuck.man this written authorization, pursuant to 5 C.F.R. § 502(d). 

Accordingly, I authorize Mr. Tuckman to participate in his official capacity in this CME matter 

regarding the No Objection Letter. 

Mr. Tuck.man is advised that if there are any material changes, or other relevant facts concerning 

this matter come to his or the Commission's attention, he must consult with me or CFTC Ethics 

to detennine the continuing validity of this authorization. 

Should you have any questions regarding this matter, please contact me or CFTC Ethics. 

c~_o~)s/4 DallieJ.Davis 

General Counsel, DAEO 

Date 
U.S. COMMODITY FUTURES TRADING COMMISSION 

Three Lafayette Centre 

1155 21st Street, NW, Washington, DC 20581 

www.cftc.gov 

Office of the 

General Counsel 

MEMORANDUM 

INTERNAL MEMO 

TO: Mr. Bruce Tuckman, Director, Office of Chief Economist 

FROM: Daniel J. Davis, General Counsel and Designated Agency Ethics 

Official (DAEO) 

DATE: November 22, 2017 

SUBJECT: Authorization for Mr. Bruce Tuckman, Director, Office of Chief 

Economist to Participate in Particular Matters Affecting Chicago 

Mercantile Exchange ("CME") 

I. INTRODUCTION 

The purpose ofthis memorandum is to provide authorization pursuant to 5 C.F.R. 

§ 2635.502(d), to Mr. Bruce Tuckman, Director, Office of Chief Economist ("OCE"), 

to participate in CFTC particular matters affecting the CME. 

II. FACTUAL BACKGROUND 

Mr. Bruce Tuckmanjoined the CFTC on September 5, 2017 as the Director, Office of 

Chief Economist. Prior to joining the CFTC, Mr. Tuckman was a Professor at the 

New York University School of Business. Mr. Tuckman is uniquely qualified within 

the CFTC because he has over 15 years of experience working in the financial sector. 

Mr. Tuckman also held some other part time positions. One such position was as a 

member of the CME Risk Committee. Mr. Tuckman advised that this committee met 

quarterly for about 3 hours for each meeting. CME formed the committee and hired 

experts to review CME internal control issues. Mr. Tuckman was not an employee of 

CME and he was hired to provide an objective opinion regarding CME internal 

controls. The time commitment Mr. Tuckman spent on this activity was minimal and 

he earned about(bJ(Bl for each committee meeting. Within the last year, Mr. 

Tuckman's interaction with CME staff was minimal. Mr. Tuck.man's last CME Risk 

Committee meeting occurred in May 2017, and he received his last payment in June 
Authorization for Mr. Bruce Tuckman 

Page2 

2017. Mr. Tuckman resigned from this position in July 2017 and no longer has any 

financial connection to CME. 

In an authorization dated October 25, 2017, I authorized Mr. Tuckman to participate 

in a particular matter to consider whether to grant CME a No Objection Letter, which 

would allow the customers ofFutures Commission Merchants ("FCMs") to deposit 

required margin directly with CME rather than with the FCM. Now, just a few weeks 

later, Mr. Tuckman is being asked to consult on another matter that may affect CME. 

Specifically, Mr. Tuckman, along with the Chairman, other division heads, and staff 

are contemplating clearinghouse self-certification ofBitcoin futures. As the team 

contemplated the Bitcoin futures issue, the conversation naturally led to a discussion 

about the CME's self-certification to list Bitcoin contracts. As Mr. Tuckman has 

been becoming more familiar with his duties as the Director of OCE, it is becoming 

more apparent that topics in which he is consulting may frequently evolve into 

discussions regarding CME in some capacity. Rather than recuse himself from those 

points in the discussion affecting CME, an authorization would better serve the 

interests ofthe CFTC. 

Mr. Tuckrnan, as the Chief Economist, is in an advisory role, and is not a final 

decision maker. The ultimate decisions relating to CME in any given matter will rest 

with some other office and ultimately the Commissioners and the Chairman. 

Additionally, Mr. Tuckman is not the sole advisor. He typically participates in 

deliberating issues with other CFTC officials from various other offices. 

III. LEGAL STANDARD 

The Standards of Ethical Conduct for Employees of the Executive Branch at 5 C.F.R. 

§ 2635.502(a), regarding personal and business relationships, provides that where an 

employee knows that a particular matter involving specific parties may involve a 

person with whom the employee has a covered relationship, involves a party who is 

or represents a party to such matter, or where the circumstances would cause a 

reasonable person with knowledge of the relevant facts to question his impartiality in 

the matter, the employee should not participate in the matter unless he has received 

authorization from the agency designee in accordance with Part 2635.502(d). An 

employee has a covered relationship with, "[a]ny person for whom the employee has, 

within the last year, served as officer, director, trustee, general partner, agent, 

attorney, consultant, contractor or employee." 5 C.F.R. § 2635.502(b)(iv). 

As Mr. Tuckman's service on CME's Risk Committee was as an expert, and 

because he expended minimal time and received minimal fees for such services, his 

activity is tantamount to a consulting position. As such, CFTC Ethics has 

determined that Mr. Tuckman has a covered relationship with CME until July 2018. 
Authorization for Mr. Bruce Tuckman 

Page3 

The DAEO "may authorize the employee to participate in a particular matter based on 

a detennination, made in light of all relevant circumstances, that the interest ofthe 

government in the employee's participation outweighs the concern that a reasonable 

person may question the integrity of the agency's programs and operations." 5 C.F .R. 

§ 2635.502(d). Factors which may be taken into consideration include: 

(1) The nature ofthe relationship involved; 

(2) The effect that resolution of the matter would have upon the financial 

interests of the person involved in the relationship; 

(3) The nature and importance of the employee's role in the matter, 

including the extent to which the employee is called upon to exercise 

discretion in the matter; 

(4) The sensitivity of the matter; 

(5) The difficulty of reassigning the matter to another employee; and 

(6) Adjustments that may be made in the employee's duties that would 

reduce or eliminate the likelihood that a reasonable person would question 

the employee's impartiality. 

IV. AUTHORIZATION 

Based on the facts, I find there is no actual financial conflict of interest under 18 

U.S.C. § 208 regarding Mr. Tuckman's participation in any given particular matter 

affecting CME because he resigned from his position on the CME Risk Committee in 

July 2017, and he no longer receives any fees. As such, issuance of a broader 

authorization pursuant to 5 C.F.R. § 2635.502, will not cause him to violate 18 U.S.C. 

§ 208. 

Although Mr. Tuckman's participation in particular matters affecting CME would not 

violate 18 U.S.C. 208(a), it could raise a question in the mind of a reasonable person 

about his impartiality because of Mr. Tuckman's former position on the CME Risk 

Committee. However, Mr. Tuckman may be authorized to participate in the matter based 

on a determination, made in light ofall relevant circumstances, that the interest ofthe 

Government in Mr. Tuckman's participation outweighs the concern that a reasonable 

person may question the integrity of the agency's programs and operations. See 5 C.F.R. 

§ 2635.502(a)(2). In accordance with 5 C.F.R. § 2635.502(d), even though there is an 

appearance of lack ofimpartiality in Mr. Tuckman's involvement in particular 

matters affecting CME, I have detennined the following: 

I) The nature ofthe relationship involved is neutral. Mr. Tuckman no 

longer has any loyalties to CME and in fact his participation while on 

the CME Risk Committee was to provide unbiased expert advice 

regarding CME internal controls. He resigned from his position in 
Authorization for Mr. Bruce Tuckman 

Page4 

July 2017 and all fees owed by CME to Mr. Tuckman were paid in 

June 2017. 

2) The effect that resolution ofthe matter would have upon the financial 

interests of Mr. Tuckman is non-existent. Mr. Tuckman no longer has 

any financial connection to CME. 

3) The nature and importance of typical particular matters affecting CME 

involve exercising the nonnal amount of discretion for the Director, 

OCE. Additionally, Mr. Tuckman is one advisor of many to the 

Chairman on particular matters affecting CME. In addition to Mr. 

Tuckman, CFTC senior officials from various offices also provide 

their independent opinions and recommendations. 

4) Typically the sensitivity ofparticular matters affecting CME is within 

the norm of business relations between the CFTC and CME. 

5) Mr. Tuckman was hired as Director, OCE because of his area of 

expertise and his unique perspectives are necessary in determining the 

actions required by the CFTC. Although other employees in OCE can 

analyze data, Mr. Tuckman's significant private sector financial 

experience is unique to him and not readily available in other OCE 

employees. His private sector experience in the financial industry will 

allow him to apply a qualitative analysis to various issues in a way that 

other OCE employees cannot because they do not have that unique 

experience. 

6) Mr. Tuckman does not act in particular matters affecting CME alone. 

Other CFTC officials from various offices participate in deliberations, 

and the CFTC Chairman will make the final decision. The Chairman, 

Commissioners, Chief ofStaff, Office Directors, and others with a 

need to know, will be provided a copy ofthis authorization to ensure 

that all parties are aware of Mr. Tuckman's prior background with 

CME. 

Based on the above, I have determined, in light of all relevant facts and circwnstances, 

that the interest of the Commission in Mr. Tuckman's participation in particular matters 

affecting CME outweighs the concern that a reasonable person may question the integrity 

ofthe Commission's programs and operations, and it is appropriate to issue Mr. Tuckman 

this written authorization, pursuant to 5 C.F .R. § 502( d). 

Accordingly, I authorize Mr. Tuckrnan to participate in his official capacity in particular 

matters affecting CME. 

Mr. Tuckman is advised that if a particular issue arises with heightened sensitivities, if 

there are any material changes, or if any other relevant facts concerning this matter come 

to his or the Commission's attention, he must consult with me or CFTC Ethics to 

determine the continuing validity of this authorization. 
Authorization for \,tr. Bruce Tuckm::m 

Page 5 

Should you have any questions n:g:udmg this matter. please contact me or CFTC Ethics. 

I 

-~_._.-f-.~: 

I Daflicl J. Davis ( 

General Counsel~ Dr\EO 

fhtc 
0 

\,S TR,1 

~ 

~ 

0 

.)~11n~" 

U.S. COMMODITY FUTURES TRADl'.'IG COMMISSION 

Three Lafayette Centre 

1155 21st Street, NW, Washington. DC 20581 

~ www.cftc.gov 

Office of 

General Counsel 

MEMORANDUVI 

INTERNAL MEMO 

TO: Dorothy D. De Win, Director, Division of ~arket Oversight ("OMO'') 

FROM: John Einstman, Deputy General Counsel and Alternate Designated 

Agency Ethics Official ("ADAEO") 

DATF, December 23, 2019 

SUBJECT: Authorization for Dorothy D. De Win, Director of OMO to Participate in 

Particular Matters Affecting Davis Polk & Wardwell ("Davis Polk") 

I. INTRODLCTION 

The purpose of this memorandum is to provide you \\·ith authorization pursuant to 

5 C.F.R. § 2635.502(d), to participate in particular maners 1 with specific parties when 

your spouse's employer, Davis Polk, 1s or is representing a party. 

II. FACTUAL BACKGROUND 

You entered on duty as the Director of OMO on September 30, 2019. You were 

selected for this critical role at the Commodity Futures Trading Commission 

("CFTC") because you have more than 20 years of private sector experience in the 

financial ser.1

iccs and legal fields. You have a strong investment. risk, legal. and 

compliance background and familiarity with distributc<l lcdgcr technology, including 

crypto assets, which are considered to be invaluable as the CFTC looks to develop a 

holistic approach to regulating this new commodity. You also have extensive 

expertise in derivatives and swaps. 

1 A "particular matter" includes matters involving specific parties, such as enforcement actions, 

litigation, investigations or examinations, rulcmakings that affect specific parties in an industry, 

or other matters where the United States is on one side of the matter and a third party is on the 

other side. It also includes "particular matters of general applicability,'' such as certain narrowly 

focused rulernakings. where the particular matter is focused on the interests of a discrete and 

identifiable class of persons, but does not involve specific parties. 
Authonzation 

Dorothy D. D!!Witt 

Page 2 

lmmediati.:ly prior to joining thl' CFTC. you were employed at Coinhase. a 

cryptocurrency compan}, \vhere you serveJ a::. Vice President and General Counsel 

for Bu:,;mi.::ss l.ines and \1arkds. You \Vere also an attorney at Davis Polk in !\cw 

York from December 2016 through ~u\·cmbcr 2018 You m:n: only at Davis Polk 

for just under two years. ,md you ha\'e not bei..:n employed V,'ith them for Ll\·cr a year. 

Your spouse,(bl(6l is currently a !av,: partner at D,nis Polk. 

I fowever. he is a national sccunty attorney focused on economic sanctions and The 

Committee on Foreign Investment in the Cmted States C-CFIUS.'). v,hich is an interagency committee of th<: l.nitcd States Ciuvernmcnt that re\·iews the national security 

implicatiuns of foreign investmcnb 1n U.S. companies or upcrnt1ons. I le advise:,; l 1.S. 

and international chenls 011 trade. security and regulatory issues mduding export 

conlrols. and represents chent.s heti.-1rc the Departments of State, I reasury, Commerce, 

Defense, and llumdand Security, and the Office oftlw l.'.S. Trade Representative. 

He personally does not repn:sent clients before the (TH'. llov.;ev~r, uthcr attorneys 

at !Javis Polk frequently represent dicnts or trade associatJO!l5 before the CFTC. 

Because of your posit10n with the CFTC', your spouse arranged \Viih the management 

committee at Davis Polk to ensure that he woulJ not receive ;my remuncratiun, 

including pay, bonus. partnership share. etc.. from any n:prcscntation by !Javis Pulk 

before the CTTC. at any tune during your employment wlth the CFTC, 

(b)(5) 

(b)(5) 
Authorization 

Dorothy D. DeWitt 

Page 3 

(b)(5) 

Ill. LEGAL ST Ai'iDARD 

The Standards of Ethical Conduct for Employees of the Executive Branch at 

5 C.F.R. § 2635.502(a). regarding personal and business relationships, provides that 

where an employee knows that a particular matter involving specific parties may 

involve a person with \vhom the employee has a covered relationship, involves a 

party who is, or represents, a party to such matter, or \vhere the circumstances would 

cause a reasonable person \',ith knowledge of the relevant facts to question her 

impartiality in the matter. the employee should not participate in the matter unless she 

ha., received authorization from the agency designee m accordance \\•ith 5 CF.R. 

§ 2635.502(d). An employee has a covered relationship ,.,ith, ''[al person for whom 

the employee's spouse, parent or dependent child is, to the employee's knowledge, 

sen•ing or seeking to serve as an officer, director. trustee, general partner, agent, 

attorney, consultant. contractor, or employee." 5 C.f.R. § 2635.S02(h)(iii). Because 

your spouse serves as an attorney and partner at Davis Polk, you have a covered 

rcla1ionship with that \av,· firm. 

The ADAEO ''may authorize an employee to participate in a particular matter based 

on a determination, made in light of all relevant circumstances, that the interest of the 

government in the employee's participation outweighs the concern that a reasonable 

person may question the integrity of the agency's programs and operations.'' See 

5 C.F.R. § 2635 502(d). Factors which may be taken into consideration include: 

I) The nature of the relationship involved; 

2) The effect that resolution of the matter would have upon the financial 

interests of the person involved in the relationship; 

.l) The nature and importance of the employee's role in the matter, 

including the extent to which the employee is called upon to exercise 

discretion in the matter; 

4) The sensitivity of the matter; 

S) The difficulty of reassigning the matter to another employee; and 

6) Adjustments that may be made in the employee's duties that would 

reduce or eliminate the likelihood that a reasonable person would 

question the employee's impartiality. 
Authorization 

Dorothy D. DcWin 

Page 4 

IV. AllTIIURl/,ATION 

Ba~cd on the facts, I !ind that there 1s no actual finanual conflict of interest W1dcr 

l 8 tJ S.C. § 208 regarding your partu.:ipation lll any given partil:ular matter affecting 

D,1v1s Polk You have not b~.Tll an employee at Davis Pulk for over a year, and }'llll 

no longer receive any salary, bonu~. or legal lees for su..:.h services. You have a 401K 

retirement plan thn1ugh Davis l'olk, hut the firm no longer makes contributions. 

AdJ1t10nally, your spou~e arr,mg.ed with the managerm:nt conurnttee at the firm that 

he \\-oulJ recc1n: no remuneration, 111cluding pay, honus. p<trlncrship share, etc., from 

:rny representation hy Davis Polk heforc thi.: CFTC. !\or does your spouse personally 

represent parties before the CFTC. Ba.sed on these facts. thL· issuance of this 

authorization pursuant to 5 (' l·.R § 2635.502 will not cause ytiu to vwlatc 18 l i.S.C 

§ 208. 

Although your participation in particular matters a!kctrng Davis Polk would not 

\'iolate 18 U S.C. § 208(.i), 1t cuuld ratSL' a question m lhe mind nfa reasonable 

person about your impartiality toward Da\'is Polk bt:cau~c your spouse is a partner 

\\'ith the finn Despik this appearance clinccm, you may be authonzcd to participate 

in particular matters w1th specific part;cs haseJ on .t deten:11nalilm. made m light of 

all relevant circumst.1nccs, that the intncst of the (Jovcrrn:1cnt m ~ our participation 

outwcighs the concern that a rcasonahle per.sun may quc'>tion the mtegnty of the 

agency's programs and operatwns. ,',•lee 5 C.F R ~ ~6)5 502(a)(2). 

Specifically. this authonLation allows you to participate 111 p:irticular matters \Vith 

specific parlies where Davis Polls. is itsdf a party. or 1s rcpn:senting a person ur t:ntity, 

before the CI· ·1 ·c. 

In accordance with) C.F.R *2615.50~(J). even though there may he an appcar;ince 

of lack of imparticllity 111 your panic1pat1on m particular matters \\'ith specific p<trtics 

involving Davis Polk., I have detL·rmined the following: 

1) ·1 he nature of the relationship mv~ilvcJ 1s neutral You personally 

have not worked for Davis Polk a.s ,:m altnmey for o\·cr a year. While 

your spouse is still employed as a pMtner at Da\"is Polk, he dues not 

engage 111 any representational activit1t:s bdorc the CFI C or advise 

clients regarding matters regulated hy the ( TTC 

2) Jlie -~l.k.;! that resolution ,1f the ma.tti.::r would ha~~m your financial 

interests is non-exisll:nt You personally nll longer rccei\'c any salary. 

honus, or legal fees from Davis Polk. Additionally, your spouse \vill 

not receive any remuneration tncludmg pay. bonus. partnership sh;rn.\ 

etc .. from any represrntatton by Dans Polk before the \FTC. 
Authorization 

Dorothy D. DeWitt 

Page 5 

3) The nature and importance of your role in the matter, including the 

exteot to \V_hi_c_h....)'01,rnrc_~a1lc4_upon JQ (?~c_r:cisc d.iJ!cretion in the 

matter, may varv. As Director of OMO, you "'ill be called upon to 

exercise discretion in any given matter. You will also supervise staff 

providing their mvn npertise many given matter. While you may 

have influence over specific party matters before DMO involving 

Davis Polk and its clients, Chairman Tarbert considers all matters, and 

along with the nther Commissioners, is the final decision-maker. 

4) This auth9-r[zation has cott!li9-t!red the sensiji_yirv of issues that rnav 

an_s_e_jnvolving Davis Polk. Davis Polk will likely not ever be a party, 

but rather a representative of a party, which reduces appearance 

concerns. We have also considered the fact that you no longer receive 

salary or honus from Davis Polk, and that your spouse no longer has 

any remuneration tied lO the fim1's representational activities before 

the CFTC. hrrther. we believe that oversight from the Chairman and 

Commissioners adequately mitigates appearance concerns and protects 

the integrity of the Commission's programs and opcraLions. 

5) Particular matters v.:ith specific parties mvolving Davis Polk before the 

I)MO canno_t be rca~~ig[!cd tQ_an_y__Ql_hcremploycc. Chairman Tarbert 

chose you to serve as the Director of DMO because of your significant 

expertise in derivatives and swaps, as wdl as a strong investment, risk. 

legal. and compliance hackground and familiarity "'ith distributed 

ledger tedmology, including crypto assets. While \Ve acknowledge 

thaL your spouse's partnership at Davis Polk creates the possibility of 

an appearance that you may lack impartiality when it is or is 

representing a party, you were hired because of this expertise, and 

there is no one above you in the organization. other than the Chaimmn 

and Commissioners, who could supervise the direction and actions of 

the DMO. 

6) Should a circumstance arise where your spouse will be representing a 

client before the CFTC vuu should recuse voursclf and seek further 

ethics advice. You are not currently authorized to participate in 

particular matters with specific parties \\-·here your spouse is personally 

representing a party before the Cl-TC. rhc Chairman, Commissioners, 

Chief of Staff, Secrelariat. and others with a needRto-know, will be 

provided a copy of this authorization to ensure that all parties are 

aware of these circumstances. 

Based upon the above, I have determined. in light of all relevant facts and 

circumstances, that the interest of the Commission in your participation in particular 

matters with specific parties where !Javis Polk is or is representing a party outweighs 

the concern that a reasonuh\e person may question the integrity of the Commission's 
Authorization 

Dorothy D. Dc\Vitt 

Page 6 

programs and operations, and it is appropriate lo 1s'.->uc you this \Vrittcn authorization 

pursuant to 5 C.f.R_ § 2635.502id). 

Accordingly, I auLhorizc you to pa11ictpate in your official capacity 3:-; explained 

above. 

Please he advised that if there arc any material changes, or if a.ny (}!her relevant facts 

com:t.'mmg this matter come tu yours, or the Commission· s attention. con~ult \\ ith 

me, the DAEO. or a CF! C Deputy Ethics Counselor to dctem1ine thl' contmuing 

validity of this authoriLatJOll. 

Should you havc any questions regarding this matter. plc0,sc c,111tact mt: llf a 

CFTC Dt:puty Hhics Cow1sl'lor. 

, / ./ ~ / 

~··,,~_,,.,,..,,.,__,. . ,// • .£.,,£,-_,,,. ~~---'- ,-_ ,:__· _.- -

John Ein.stman 

Deputy (ieneral Cuunsd, -\DA.HJ 
U.S. COMMODITY FUTURES TRADING COMMISSION 

Three Lafayette Centre 

1155 21st Street, NW, Washington, DC 20581 

www.cftc.gov 

Office of the 

General Counsel 

MEMORANDUM 

INTERNAL MEMO 

TO: Ms. Elizabeth Mastrogiacomo, Senior Counsel, Office of 

Commissioner Stump 

FROM: John Einstman, Deputy General Counsel and Alternate Designated 

Agency Ethics Official ("DAEO") 

DATE: November 28, 2018 

SUBJECT: Limited Authorization for Ms. Elizabeth Mastrogiacomo, Senior 

Counsel, Office of Commissioner Stump to Participate in Certain 

Particular Matters with Specific Parties Involving the Chicago 

Mercantile Exchange ("CME") 

I. INTRODUCTION 

The purpose of this memorandum is to provide limited authorization pursuant to 

5 C.F.R. § 2635.502(d), to Ms. Elizabeth Mastrogiacomo, Senior Counsel, Office of 

Commissioner Stump to participate in certain particular matters with specific parties 

involving the Chicago Mercantile Exchange Group Inc. ("CME''). 

II. FACTUAL BACKGROUND 

Ms. Elizabeth Mastrogiacomo joined the Cf-TC, as Senior Counsel to Commissioner 

Stump on November 13, 2018. Prior to joining the CFTC, Ms. Mastrogiacomo was 

an associate with the law firm, Skadden, Arps, Slate, Meagher & Flom LLP and 

Affiliates ("Skadden"). While at Skadden, Ms. Mastrogiacomo's primary client 

within the last year was CME. Over the years, in her capacity as counsel to CME, she 

assisted CME in a variety of issues including drafting CME's comments to the 

CFTC's proposal to regulate automated trading ("Regulation AT"), and has 

developed significant industry expertise. Specifically, Ms. Mastrogiacomo has 

developed expertise in regulatory, legislative, and transactional issues related to 

derivatives. She has also developed expertise in the regulatory requirements for 
Limited Authorization for Ms. Elizabeth Mastrogiacomo 

Page 2 

exchanges, derivatives clearing organizations, banks, asset managers, pension funds 

and end users of derivatives in a wide variety ofregulatory and legislative matters 

that emerge out of the Dodd-Frank Wall Street Refonn and Consumer Protection Act 

("Dodd-Frank"). 

(b)(5) 

(b)(5) 

1 A particular matter includes matters involving specific parties, such as enforcement actions, litigation, 

investigations or examinations, rulemakings that affect specific parties in an industry, or other matters where the 

United States is on one side of the matter, and a third party is on the other side. It also includes particular matters of 

general applicability, such as certain narrowly focused rulemakings, where the particular matter is focused on the 

interests of a discrete and identifiable class of persons, but does not involve specific parties. 
Limited Authorization for Ms. Elizabeth Mastrogiacomo 

Page 3 

(b)(5) 

III. LEGAL STANDARD 

The Standards of Ethical Conduct for Employees of the Executive Branch at 

5 C.F.R. § 2635.502(a), regarding personal and business relationships, provides that 

where an employee knows that a particular matter involving specific parties may 

involve a person with whom the employee has a covered relationship, involves a 

party who is or represents a party to such matter, or where the circumstances would 

cause a reasonable person with knowledge of the relevant facts to question her 

impartiality in the matter, the employee should not participate in the matter unless she 

has received authorization from the agency designee in accordance with 

§ 2635.502(d). An employee has a covered relationship with, "[a]ny person for 

whom the employee has, within the last year, served as officer, director, trustee, 

general partner, agent, attorney, consultant, contractor or employee." 
Limited Authorization for Ms. Elizabeth Mastrogiacomo 

Page 4 

5 C.F.R. 2635.502(b)(iv). 

As Ms. Mastrogiacomo served as an attorney to CME up until November 1, 2018, 

she has a covered relationship with CME until November 1, 2019. 

The ADAEO "may authorize the employee to participate in a particular matter based 

on a detennination, made in light of all relevant circumstances, that the interest of the 

government in the employee's participation outweighs the concern that a reasonable 

person may question the integrity of the agency's programs and operations." 

See 5 C.F.R. § 2635.502(d). Factors which may be taken into consideration include: 

(1) The nature of the relationship involved; 

(2) The effect that resolution of the matter would have upon the financial 

interests of the person involved in the relationship; 

(3) The nature and importance of the employee's role in the matter, 

including the extent to which the employee is called upon to exercise 

discretion in the matter; 

(4) The sensitivity of the matter; 

(5) The difficulty ofreassigning the matter to another employee; and 

(6) Adjustments that may be made in the employee's duties that would 

reduce or eliminate the likelihood that a reasonable person would question 

the employee's impartiality. 

IV. AUTHORIZATION 

Based on the facts, I find there is no actual financial conflict of interest under 

18 U.S.C. § 208 regarding Ms. Mastrogiacomo's participation in any given particular 

matter affecting CME because she resigned from her position at Skadden on 

November 1, 2018 and is no longer serving as an attorney to CME or receiving an 

legal fees for such services. As such, issuance of this limited authorization pursuant 

to 5 C.F.R. § 2635.502, will not cause her to violate 18 U.S.C. § 208. 

Although Ms. Mastrogiacomo's participation in particular matters affecting CME 

vmuld not violate 18 U.S.C. § 208(a), it could raise a question in the mind of a 

reasonable person about her impartiality because of her fonner position as attorney to 

CME. However, Ms. Mastrogiacomo may be authorized to participate in the matter 

based on a detennination, made in light of all relevant circumstances, that the interest 

of the Government in Ms. Mastrogiacomo's participation outweighs the concern that a 

reasonable person may question the integrity of the agency's programs and 

operations. See 5 C.F.R. § 2635.502(a)(2). 

Specifically, this limited authorization will allow Ms. Mastrogiacomo to participate in 

DOE particular matters with specific parties where CME is merely cooperating with, 

or serving as a witness for, the CFTC in enforcement actions. Ms. Mastrogiacomo 
Limited Authorization for Ms. Elizabeth Mastrogiacomo 

Page 5 

remains disqualified from participating in particular matters with specific parties 

where CME is the subject of an investigation, a defendant/respondent in litigation, the 

subject of an audit or exam, or other specific party matters where CME is the subject, 

such as no actions letters specifically requested by CME. 

In accordance with 5 C.F.R. § 2635.502(d), even though there is an appearance of 

lack of impartiality in Ms. Mastrogiacomo's participating in particular matters with 

specific parties involving CME, I have determined the following: 

1) The nature of the relationship involved is neutral. Ms. Mastrogiacomo 

is no longer receiving any legal fees or providing legal advice to CME. 

2) The effect that resolution of the matter would have upon the financial 

interests of Ms. Mastrogiacomo is non-existent Ms. Mastrogiacomo 

no longer has any financial connection to CME. 

3) The nature and importance of CME where it is cooperating with the 

DOE or serving as a witness is not inherently adversarial thus 

mitigating appearance concerns given that Ms. Mastrogiacomo served 

as CME's attorney within the last year. Additionally, Ms. 

Mastrogiacomo is not a final decision maker. Commissioner Stwnp 

considers all matters, and with the Chairman and the other 

Commissioners, is the final decision maker. 

4) This limited authorization has contemplated the sensitivity of issues at 

the CFTC that impact CME, and has determined that limiting Ms. 

Mastrogiacomo's participation in DOE specific party matters where 

CME is merely cooperating or serving as a witness to the CFTC 

adequately mitigates appearance concerns and protects the integrity of 

CFTC's programs and operations. 

5) Ms. Mastrogiacomo was hired as Senior Counsel to Commissioner 

Stump because of her area of expertise in Dodd-Frank and the 

regulatory, legislative, and transactional issues related to derivatives. 

Her unique perspectives are necessary in advising Commissioner 

Stump. 

6) Ms. Mastrogiacomo does not act alone in DOE particular matters with 

specific parties in which CME is cooperating or serving as a witness, 

as Commissioner Stump reviews those matters as well, along with the 

Chairman, other Commissioners and their staff. The Chairman, 

Commissioners, Chief of Staff, Office Directors, and others with a 

need to know, will be provided a copy of this authorization to ensure 
Limited Authorization for Ms. Elizabeth Mastrogiacomo 

Page 6 

that all parties are aware of Ms. Mastrogiacomo 's prior background 

with CME and the scope of this limited authorization. 

Based on the above, I have determined, in light of all relevant facts and 

circumstances, that the interest of the Commission in Ms. Mastrogiacomo's 

participation in DOE particular matters with specific parties where CME is 

cooperating with, or serving as a witness for the CFTC, outweighs the concern that a 

reasonable person may question the integrity of the Commission's programs and 

operations, and it is appropriate to issue Ms. Mastrogiacomo this written limited 

authorization, pursuant to 5 C.F.R. § 2635.502(d). 

Accordingly, I authorize Ms. Mastrogiacomo to participate in her official capacity in 

DOE particular matters with specific parties where CME is cooperating with, or 

serving as a witness for, the CFTC. 

Ms. Mastrogiacomo is advised that if a DOE particular matter with specific parties 

where CME is merely cooperating with, or serving as a witness for the CFTC arises 

with heightened sensitivities, if there are any material changes, or if any other 

relevant facts concerning this matter come to her or the Commission's attention, she 

must consult with me or a CFTC Deputy Ethics Counselor to determine the 

continuing validity of this authorization. 

Should you have any questions regarding this matter, please contact me or a CFTC 

Deputy Ethics Counselor. 

• ohn Einstman 

Deputy General Counsel, ADAEO 

Da 7 
U.S. COMMODITY FUTURES TRADING COMMISSION 

Three Lafayette Centre 

1155 21st Street, NW, Washington, DC 20581 

Telephone: (202) 418-5120 

Facsimile: (202) 418•5524 

Office of General Counsel 

TO: David Newman, Trial Attorney, Division of Enforcement 

CC: Manal Sultan, Deputy Director, Division of Enforcement 

THROUGH: John Dolan, Counsel, Office of General Counsel 

FROM: Daniel J. Davis, 

General Counsel and Designated Agency Ethics Official (DAEO) 

DATE: January 31, 2018 

SUBJECT: Authorization of David Newman's participation in the investigation ofa matter 

involving Katten Muchin Rosenman LLP that relates to (bl(7J(Al 

(b)(7)(A) 

I. INTRODUCTION 

The purpose of this memorandum is to provide authorization pursuant to 5 C.F .R. 

§ 2635.502(d), to David Newman, of the Division of Enforcement ("DOE"), to participate in the 

investigation of a matter that relates to (bJ(7J(Al 

(bl(7J(Al This memorandum supplements a prev10us memorandum trom a tOrmer 

General Cow1Se! and DAEO, dated August 18, 2016 (attached), which authorized Mr. Newman 

to participate in another matter involving similar ethics issues. 

II. FACTUAL BACKGROUND 

Mr. Newman has been a DOE trial attorney in CFTC's New York office since September 

2014. In August 2016, the DAEO authorized Mr. Newman, under Part 2635.502(d), to 

participate in a DOE investigation where Katten Muchin Rosenman LLP ("Katten") represented 

a potential respondent,(bl(7J(Al notwithstanding that Mr. Newman's father-in-law is a 

partner at Katten in an unrelated practice area. Katten now represents a potential respondent in 

another DOE matter assigned to Mr. Newman, in which DOE is investigating alleged (bl(7J(Al (b)(7)(A) 

Mr. Newman states that his relationship and his wife's relationship with his father-inlaw have not changed since the August 2016 authorization, nor has his father-in-law's 

position at Katten changed. 
III. LEGAL STANDARD 

As noted in the August 2016 memorandum, Mr. Newman does not have a covered 

relationship with his father-in-law within the meaning of 5 C.F.R. § 2635.502(b )(I). I have 

substantial doubt that, given the above facts and the facts in the August 2016 memorandum, 

a reasonable person with knowledge of the relevant facts would likely question Mr. 

Newman's involvement in the(bl(7J(Al investigation on account of his father-in-law's 

partnership in the law firm representing\bl(7l(A see 5 C.F.R. § 2635.502(c)(2). Even under 

circumstances where an employee's impartiality would likely be questioned, however, the 

CFTC's DAEO "may authorize the employee to participate in the matter based on a 

determination, made in light of all relevant circumstances, that the interest of the 

government in the employee's participation outweighs the concern that a reasonable person 

may question the integrity of the agency's programs and operations," id. § 2635.502(d). 

Factors which may be taken into consideration include: 

(1) The nature of the relationship involved; 

(2) The effect that resolution of the matter would have upon the financial interests 

of the person involved in the relationship; 

(3) The nature and importance of the employee's role in the matter, including the 

extent to which the employee is called upon to exercise discretion in the matter; 

(4) The sensitivity of the matter; 

(5) The difficulty of reassigning the matter to another employee; and 

(6) Adjustments that may be made in the employee's duties that would reduce or 

eliminate the likelihood that a reasonable person would question the employee's 

impartiality. 

Id. § 2635.502(d). Because I determine that Mr. Newman meets these factors, I deem it 

unnecessary to determine whether Mr. Newman's participation would likely be questioned 

by a reasonable person. 

IV. AUTHORIZATION 

Based on the facts provided above, I find there is no actual financial conflict of 

interest under 18 U.S.C. § 208 regarding the participation ofMr. Newman in the(bJ(7J(Al 

(bJ(7J(Al investigation because it is purely speculative as to whether Mr. Newman's spouse 

would receive a financial benefit in the future from her father as a result of Katten 

representing a party to the DOE investigation, and the possibility of an effect on Mr. 

Newman's financial interests is too tenuous. Therefore, if Mr. Newman participates in this 

investigation he would not be participating personally and substantially in a particular 

matter in which, to his knowledge, he, his spouse, minor child, general partner, organization 

in which he is serving as officer, director, trustee, general partner or employee, or any 

person or organization with whom he is negotiating or has any arrangement concerning 

prospective employment, has a financial interest. See 18 U.S.C. § 208(a). As such, 
issuance of this authorization pursuant to 5 C.F.R. § 2635.502 will not cause him to violate 

18 u.s.c. § 208. 

After reviewing the August 2016 authorization and carefully considering the factors 

for authorizing participation in a matter set forth in 5 C.F.R. § 2635.502(d), I have 

determined the following: 

(1) The nature of the relationship is a family relationship through marriage. Mr. 

Newman's father-in-law is not a member of his household. Mr. Newman states that 

(b)(6) 

(2) The effect that the resolution of the matter would have upon the financial 

interests of Mr. Newman is speculative and tenuous. It is not reasonably foreseeable 

that Mr. Newman's spouse will ever receive any financial benefit through gift, 

inheritance, or otherwise, from her father as a result of the client fees charged in this 

matter. Katten is a large law firm, so the revenue generated from this matter would 

most likely have a small impact on the finn's profits and an even smaller impact on 

Mr. Newman's father-in-law's compensation. Moreover, a favorable or unfavorable 

resolution for Katten's client would not have any effect on the firm's financial 

interests because payment is unlikely to be contingent on the outcome of the 

investigation. 

(3) Mr. Newman's role in the matter is limited to his exercise of the typical 

amount of discretion by a trial attorney responsible for investigating a complex 

matter v.r:ith a large team-which in this case includes three chief trial attorneys, three 

trial attorneys including Mr. Newman, and one investigator. In general, Mr. Newman 

does not make important decisions in this matter without the input and approval of 

supervisors and colleagues, and rarely if ever makes any decisions whatsoever v.r:ithout 

the input of at least one other person. With regard to(bl(7J(A in particular, a trial attorney 

other than Mr. Newman serves as the team's primary liaison v.r:ith Katten and has primary 

responsibility for the (bl(7

l(Al of the investigation, so the amount of discretion ifMr. 

Newman is called upon to exercise with regard to Katten's client is minimal. 

(b)(7)(A) 

(5) According to Manal Sultan, the DOE Deputy Director that oversees all of the 

attorneys assigned to the (bl(7J(Al investigation, it would be unusually difficult to 

reassign the matter to another employee in DOE, because other DOE staff are currently 

assigned to other major matters that are approaching critical phases and could not be 

removed from those cases without significantly impacting the Commission's interests, 
and because Mr. Newman has worked on the (bl(7

l(Al investigation since its inception 

in 2016 and it would be very difficult to find another trial attorney to assume his duties. 

(6) Due to the multiple levels of supervision, review, and approval to which Mr. 

Newman's limited discretion and work on this investigation would be subject before any 

formal enforcement action would be taken, it is unnecessary to make adjustments to Mr. 

Newman's duties in order to avoid the possibility that a reasonable person would 

question Mr. Newman's impartiality. 

Based on the above, and in light of the prior August 2016 authorization and all current 

relevant facts and circumstances, I have determined that it is appropriate to issue Mr. Newman 

this written authorization, pursuant to 5 C.F.R. § 502(d), because the interest of the Commission 

in Mr. Newman's participation in(bl(7J(Al outweighs any potential concern 

that a reasonable person may question the integrity of the Commission's programs and 

operations. 

Accordingly, I authorize Mr. Newman to continue to participate in his official capacity in 

the investigation of(bl(7J(Al 

Please be advised that if there are any material changes, or if other relevant facts concerning this 

matter come to your or DOE's attention, you must consult with CFTC Ethics to determine the 

continuing validity of this authorization. Further, future recusals or waivers regarding your 

participation in particular matters involving Katten must be considered on a case-by-case basis as 

to whether it would create "the adverse appearances prohibited by the standards of conduct." See 

OGE Informal Advisory Letter 83 x 18. 

Should you have any questions regarding this matter, please contact CFTC Ethics. 

aQ@_k '.(

Daniel J .Davis January 31, 2018