Experience

• • A broker-dealer in an SEC enforcement investigation regarding Reg. SHO issues.
  • A broker-dealer in a FINRA enforcement investigation related to the January 2021 meme-stock trading events.
  • J.C. Flowers and Ascensus in the sale of Ascensus to Genstar Capital and Aquiline Capital Partners.
  • Apollo Global Management in its acquisition of a majority interest in the asset management business of AR Capital (subsequently withdrawn), its acquisition of the wholesale distribution business of RCS Capital and its substantial minority equity investment in RCS Capital. (Terminated)
  • Conifer Financial Services in the sale of Conifer Securities, its broker-dealer division, to Cowen Group.
  • Atlas Merchant Capital in a series of preferred stock investments in South Street Securities.
  • Canada Pension Plan Investment Board in its $12 billion acquisition of GE Capital’s sponsor lending business, including Antares Capital, the leading lender to middle market private equity sponsors in the U.S.
  • Conifer Financial Services in the drafting and negotiating of relevant technology services agreements for the sale of a majority stake in the firm to Carlyle.
  • JPMorgan Chase in investigations by and settlements with the SEC, Department of Justice and numerous State Attorneys General and securities regulators arising from the underwriting, sponsorship and issuance of residential mortgage-backed securities by affiliates of JPM, Bear Stearns and Washington Mutual Bank.
  • A large financial institution in a FINRA inquiry into its clients' trading in the facebook IPO.
  • HVB U.S. Finance, a registered broker-dealer subsidiary of Hypo-und Vereinsbank, in a complex transaction involving HVB's investment in The Williams Capital Group, a minority broker-dealer, and the asset acquisition by The Williams Capital Group of Nutmeg Securities, a minority broker-dealer, with regulatory counsel including preparation of notices to FINRA and filings with the FRB.
  • AQX Securities in expanding its network of local brokers for the execution of securities and derivatives transactions, as well as with respect to commenting on proposed MiFID II regulations concerning CSAs and algorithmic trading.
  • E*TRADE financial in short sale practices and responses to regulatory inquiries.
  • The Financial Services Roundtable with respect to comment letters on various topics, including securitization risk retention rules, FINRA’s retrospective review, proposed Regulation SCI and municipal advisor proposed rules.
  • Standard Chartered Bank with respect to its structured deposit products formation and restructuring of U.S. broker-dealer subsidiaries and development and review of compliance procedures.
  • Miller Buckfire in the development and review of compliance procedures, including ethical walls, and application to FINRA to increase its lines of business.
  • Morgan Stanley Investment Management in implementing suitability and communications with the public procedures.
  • Several municipal advisors with their registrations and compliance programs, as well as a number of bank securities lending groups on whether they need to register as municipal advisors.
  • Prudential Financial in its restructuring.
  • Banco Itau in its broker-dealer regulatory matters and merger with Unibanco.
  • J.C. Flowers in its acquisition of the Retirement and Insurance Services Divisions of The Bisys Group.
  • Sutter Securities in trade reporting issues.
  • The Special Committee of the Board of Directors of eSpeed in eSpeed’s $1.3 billion merger with BGC Partners.
  • Mizuho Securities in a litigation matter in Japan between Mizuho and the Tokyo Stock Exchange arising from an erroneous sell order issued by Mizuho.
  • U.S. and non-US boutique investment banks and private fund sponsors with registration issues, Rule 15a-6 issues and interpretation of the M&A Broker no-action letter, as well as policies and procedures to implement the advice.
  • ThinkEquity Partners in its sale to UK broker Panmure Gordon & Co.
  • Corpbanca in the expansion of its U.S. broker-dealer activities.
  • Broker-dealers, banks and other financial services companies in the negotiation of numerous technology agreements.
  • Willis Group Holdings in advice on capital markets matters.
  • Broker-dealer and hedge fund trading desks with day-to-day securities trading questions.