In response to the global financial crisis, the United States Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which granted the Commodity Futures Trading Commission (CFTC) sweeping new powers and oversight of the $700 trillion derivatives markets. To meet this mandate, the CFTC issued over 60 new rules in just four years. Caroline D. Pham served as Special Counsel and Policy Advisor to CFTC Commissioner Scott D. O’Malia, placing her right in the center of the action.
Pham spent her time in the nation’s capital gaining experience at financial regulators, including the U.S. Securities and Exchange Commission (SEC) and the Office of the Comptroller of the Currency (OCC). Pham was also a Visiting Fellow at GW’s Center for Law, Economics and Finance, focusing on Dodd-Frank Act implementation and financial regulatory reform. She has lectured on Dodd-Frank Title VII reforms of the swaps market and causes of the financial crisis. Currently, Pham is a Director, Markets Regulatory Implementation at Citigroup Global Markets Inc.
Pham is a 2014–2016 Business Law Section Ambassador. She also serves on the Section’s Publications Board, as Content Director for the Banking Law Committee, and as Vice Chair of Membership for the Business and Corporate Litigation Committee. Her involvement in the Section began as a former ABA Law Student Division Liaison. Pham is also a member of the ABA Board of Governors Legal Opportunity Scholarship Committee. She is a graduate of the George Washington University Law School and a past recipient of the Manatt-Phelps Scholarship, awarded to an outstanding student in the field of banking law. Pham received her bachelor’s degree from UCLA.
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I saw that you studied political science and international relations at UCLA as an undergraduate. Was your early ambition to do something in one of these areas?
It was. I was very fortunate that the summer after my junior year in high school, I had the opportunity to study abroad in Paris in an accelerated high school program. That experience – to be 16 in Paris and exposed to different cultures, to have that degree of independence – made me very passionate about international relations. I even considered pursuing a career as a Foreign Service officer at one time.
At UCLA you participated in the U.S. Army Reserve Officers’ Training Corps. What did you learn from this experience?
There is so much. Although I decided not to seek a commission as an officer in the Army, the time that I spent in ROTC was invaluable for the leadership training that I received. I remember in particular one meeting that I had with an Army major, who was part of the cadre for our cadet corps. He asked me what I wanted to do and I wasn’t quite sure, though I had a couple of different ideas. He explained that there’s something they do in the Army, which is called backwards planning. You envision your ultimate goal and then you work backward from the goal to the step just below the goal, then the next step below that, all the way back to where you are right now. That method of planning and goal setting has been invaluable to me in my career. I also learned how to shine my boots to a mirror finish, so now I can shine shoes.
That’s a nice segue, not to boots, but planning. What set your sight on the goal of becoming a lawyer?
Well, I worked at various law offices to help put myself through college. I was a legal assistant at a plaintiffs’ class-action law firm and a paralegal for an attorney in real estate development and mortgage brokerage. Then, after I graduated, I still wasn’t sure what I wanted to do. I had done internships in fashion and entertainment and didn’t really want to pursue that as a career. But, I knew I needed health insurance, and I wanted to think about law school and see what it was like being at a big law firm. So, I got a job at a large New York law firm and that was an eye-opening experience. It was exciting to be a part of the firm’s work on complex issues for big-name clients that would be reported on the front page of the newspaper. The deals had a big impact on the economy or on people’s lives. It was very inspiring to me. I’ve always enjoyed problem-solving, identifying issues, and figuring out what’s the best way to find a solution and follow through on it. That’s what I saw at the firm, and that’s why I ended up making the decision to become a lawyer.
Now that you are based in New York, do you ever wish that you did pursue a career in fashion or entertainment?
No, no. Some may disagree with me, but I think it’s much more fun to wear fashion than to work in fashion, especially once you’re out of your 20s. I can’t resist a good sale though.
In law school, you were awarded the Manatt-Phelps Scholarship for outstanding student in the field of banking law. How did you become interested in this area of law?
This was sort of an accidental occurrence for me. I had landed a judicial externship after my first year of law school at the U.S. Court of Federal Claims with former Chief Judge Loren Smith. He had been the trial judge for a case called Winstar, which went all the way up to the U.S. Supreme Court. The case is a seminal holding on the bank failures in the 1980s and the 1990s that arose out of the savings and loan crisis.
On the first day of my summer internship, which was a Friday, I sat through a pretrial conference. The following Monday we were in a full-blown trial that went on for a month. It was all about a failed bank and what damages they had sustained from the government breach of contract that caused the bank failure. I learned so much about the business of banking, banking law, and the interaction between a regulated industry and the regulator, as well as the history of our banking and financial system. It was 2009, and we were in the midst of this great financial crisis. There were certain parallels that stood out to me. I found it interesting, intriguing – I just got hooked. It still remains one of my academic interests.
You worked at the Commodity Futures Trading Commission. Can you describe what the CFTC does and why you were interested in working there?
The CFTC is a market regulator for the derivatives markets, which includes the futures, options, and swaps markets. It's responsible for preventing fraud, manipulation and abuse in the markets, as well as ensuring market integrity. Two important functions of the derivatives markets are hedging and price discovery. The futures market has been around for over a hundred years and started as a way for farmers to hedge their risk when they’re bringing crops to market.
One way that people might be familiar with the markets that the CFTC regulates is through the movie Trading Places, with Eddie Murphy and Dan Aykroyd. It was about the futures market, and it was what got me interested in the CFTC. I used that in my interview for an internship and it worked, by the way. I love that movie.
I see that you grew up in Modesto, California, which is in the central valley of California, called “the food basket of the world.” Did that play a part at all?
Oh, yes. Both the CFTC and I have agricultural roots. When I was a kid, I did 4-H and showed horses at the county fair. My dad is a doctor, but my parents also owned 10 acres of almond orchards and eight acres of peach orchards. The mission of the CFTC resonated with me.
What did you do at the CFTC? What did you enjoy the most about your job?
I served as a counsel to a commissioner. The commissioners are appointed by the President and confirmed by the Senate. They serve the public interest and have a great responsibility. What I enjoyed most is being able to work at the intersection of the law, policy, and the industry. We met with anyone who had something to say, from a regional utility cooperative to growers and merchants to exchanges and other stakeholders. I learned so much about the impact that the CFTC has on people’s lives. You feel the weight and the significance of the work that you do, and you take your job very seriously. It truly gave meaning to getting up and going to work every day.
Being counsel to a commissioner is also a very dynamic position and keeps you on your toes. The work changes from moment-to-moment, depending on what’s going on in the world. I did everything from analyzing rules to reviewing cases – traditional legal work – to writing speeches or Congressional testimony, or handling media inquiries, which was very different than drafting a memo. I had to develop an entirely different skill set, but it was very fun and fast-paced. I also enjoyed gaining this unique expertise in a brand-new area of law that is complex and still growing.
I read that the CFTC issued over 60 new rules in the four years after the Dodd-Frank Act was passed. What was that like?
It was an incredibly intense time at the agency. You have this previously unregulated market that is now under the CFTC’s jurisdiction, but there’s no rules. The agency has to write them. Title VII – that’s the part of the Dodd-Frank Act that deals with the swaps market – laid out the vision that Congress had. Then the CFTC went and built a house on that foundation, using that framework. It was a tremendous effort. I was so impressed by the dedication and determination of everyone at the CFTC to get the job done within tight timeframes. People worked around the clock to make it happen, including all-nighters. It was tough, but exhilarating too.
How did you stay on top of the many changes in this area of law? Are there publications you subscribe to?
I read a lot. I read papers, the news clips that we had internally at the agency. I subscribe to newsletters from law firms and industry associations, as well as all the major financial market publications. I find Twitter is a pretty effective way to keep immediately up-to-date on things like breaking developments. I participate in a lot of industry conferences, seminars, and continuing legal education programs, where I’m constantly dialoguing with and listening to the best and the brightest – the experts in the field – and what are the current developments and trends in the law.
How did your past experience help prepare you to be counsel to a commissioner?
It was actually very helpful. I had a variety of experiences, including at other financial regulators and from an academic or policy background. First, I had seen at the law firm that I had worked at that being trained as a generalist was advantageous – you saw the big picture and could understand issues in context, rather than in isolation. So by gaining experience in bank regulatory law, securities regulation, and consumer financial services, besides derivatives, that helped me understand how each fit into the overall financial system. It also allowed me to do comparative analysis and see the pros and cons of different regulatory approaches and goals. That’s also the focus of an academic or policy perspective. Second, my background in litigation and enforcement was very helpful. That trains you to examine the facts and understand how the law applies in different circumstances. In a commissioner’s office, you do a lot of issue-spotting at a high level, but then you also have to be able to go into the weeds and understand the subtleties of the rules as applied in a particular situation. Finally, being in a judge’s chambers is a once-in-a-lifetime experience. That’s where I really learned how to be a good writer – to be clear, concise, and logical in both my analysis and writing. Everything you write tells a story. I can’t emphasize enough how important that is.
You’re very active in the ABA Business Law Section, serving on the Publications Board and as Content Director for the Banking Law Committee. How did you first become involved in the Section?
As a law student, I was on the executive board of the Student Bar Association. GW Law sent us to represent the school at the ABA Annual Meeting, which was very generous. I saw firsthand what the ABA was all about, and what it did, and all its members and their work and the programs that they put on. Then, I had breakfast with a Section leader that I used to work with, and he encouraged me to come to the Banking Law Committee meeting even though I was only a law student. The Committee was so warm and welcoming, that I decided to attend the Banking Law Committee Fall Meeting and the Section Fall Meeting in D.C. As part of the Committee meeting, I went to the dinner and made contacts that helped lead to a summer position and job offer after graduation. It was very clear to me what the benefits of being involved in the ABA were. I applied to be the ABA Law Student Division Liaison to the Business Law Section and I’ve stayed here ever since.
You’re also Vice Chair of Membership for the Business and Corporate Litigation Committee.
Yes. The Business and Corporate Litigation Committee has been like another home to me. I’ve found so many mentors here. Becoming involved in the Section the way I did, early on as a law student, created so many opportunities for me. I attended meetings all over the country, I met so many people that I am friends with today, and I learned so much about the different areas of law that I was interested in. I think it’s the least I can do, to spread the word and let everyone know how really great being a member of the Section is, and especially to encourage law students to get involved as I did. So, I feel like it’s an area where I can speak from my own experience and meaningfully contribute. I’ve also held similar positions in alumni efforts at UCLA and GW Law.
What are some of the most effective ways you’ve found to increase membership?
In this day and age, it’s all about what is a value proposition of being a member of the Business Law Section. What does it provide to lawyers? What’s going to make it worthwhile for them to pay their dues? We find people tend to renew their memberships and stay engaged when they actually have real connections with the Section.
Whether it’s by attending meetings or by joining a committee and contributing to the work of that committee, it’s very important that people feel a connection to the Section, and this is what ultimately drives the membership. It’s also important for current members to mentor new members.
As law becomes increasingly decentralized and more and more people who practice law are solo practitioners and in small practices, there is so much more to be gained from the resources that the ABA can provide. The practice of law is moving away from an apprenticeship model towards one that is more entrepreneurial.
You are a Business Law Section Ambassador. Tell me about that.
I have been very privileged to be selected as an Ambassador for the 2014–2016 class. It’s a leadership development and mentoring program, so it’s really an investment by the Section in what they see as the future. It is truly an honor, and it’s given me opportunities to participate in the activities of the Section that I wouldn’t otherwise have. I’m very grateful.
How is mentoring important to you?
I have been so lucky throughout my life to have had wonderful mentors. There have been so many people who have been incredibly kind and generous with their time, especially in the Section, but also my past professors and colleagues. I wouldn’t be where I am today without them. That’s why it’s so important for me to return the favor and spend the time mentoring and being a resource to others, especially for career advice or guidance. I think I’ve mentored over half-a-dozen law students so far, and they are all doing so well. Some of them I remain very close with. It’s so great to see them succeed in their careers.
I read that you like to scuba dive. For your last dive, where did you go?
I’m working on my certification. Last summer, I did an open dive in Jamaica, which was amazing. We went 60 feet down. I saw lion fish and sea turtles. It was very calming, almost a Zen-like experience because you can’t panic – you have to control your breathing. And for a lawyer who can be in a sometimes high-stress role, it’s liberating to be forced to relax.
Thank you so much.