Curriculum Vitae

June 2006 to Present

Mr. Flynn is currently engaged in the private practice of law, specializing in SEC, state and self regulatory issues affecting broker/dealers and investment advisers; proving expert testimony in securities related arbitrations, civil actions and administrative hearings. Supporting corporate clients in a wide variety of business related matters involving corporate governance, employee/employer issues, contract and vendor agreement review and advice.

August 1995 - June 2006

Senior Managing Director
Chief Legal and Compliance Officer
Leerink Swann & Co., Inc.
One Federal Street
Boston, MA 02110

Duties included overseeing the day-to-day operations of an Institutional Research and Investment Banking Firm of more than 200 employees. As the firm?s Financial and Operational Principal and Compliance Officer, Mr. Flynn oversaw compliance by the firm and its employees with the rules and regulations of the Securities and Exchange Commission, the National Association of Securities Dealers, and state and federal laws. Among those duties are: (i) Overseeing the firm?s trading and market-making activities for compliance with SEC and NASDAQ reporting, order-handling, and best execution requirement; (ii) ensuring the integrity of the firm?s Information Barrier procedures between investment banking and other departments within the firm; (iii) overseeing the implementation of the rules relating to research analyst activities and separation from banking activities; (iv) monitoring the firm?s Anti-money Laundering procedures; (v) registration of the firm and its registered employees with regulatory authorities and states; (vi) preparing and filing Focus filings, maintenance of firm?s books and records? (vii) implementing and monitoring software programs to archive and screen electronic communications; (viii) reviewing the allocation of underwritings and; (ix) reviewing retail operations and conducting periodic compliance reviews.

Legal duties include responsibility for all contracts and agreements, underwriting agreements and documents, employment contracts, Rule 144 sales, private placements, and due diligence efforts by the firm and its brokers and employees, and overseeing the human resource function for compliance with federal and state laws on discrimination, affirmative action, payroll activities for compliance with standards, and the firm?s compliance with rules and regulations relating to persons with disabilities.

June 1973 - August 1995

U S Securities and Exchange Commission
Boston Regional (district) office
73 Tremont St.
Boston, MA 02109

Mr. Flynn held a number of senior level positions over a 22-year career at the Commission including Special Counsel and Assistant Regional Administrator. As Assistant Regional Administrator, Mr. Flynn had primary responsibility for the Commission?s examination program for broker/dealers, investment advisers, investment companies and transfer agents located in New England. This included some of the largest investment company complexes and investment advisers in the country.

Both during his tenure as the Assistant Regional Administrator and in other positions at the Agency, Mr. Flynn was directly involved in the examination of broker/dealers, investment advisers and mutual funds to ensure compliance with the federal securities laws. He was also responsible for reviewing the examination program administered by the District office of NASD to assess the quality of the work performed by its examiners in meeting the its regulatory challenge.

Mr. Flynn worked with various state securities administrators in New England on a variety of regulatory initiatives including training of state examiners.

Suffolk University Law School
JD 1978
Member of the Massachusetts Bar

Boston College
BS 1973
Accounting Major

Industry Registrations:

Series 7, 24 and 27