Our attorneys have extensive experience acting as regulatory counsel for broker-dealers and hedge funds (including individual officers, registered representatives, investment advisers, and other employees) before FINRA and its predecessors, the NASD and NYSE, as well as the SEC.
Pastore attorneys’ expertise includes extensive knowledge of the Securities Act of 1933, the Securities Exchange Act of 1934, Investment Advise Act of 1940, Dodd-Frank Act, Sarbanes-Oxley, JOBS Act, NSMIA, ITSFEA, Reg. NMS, Reg. SHO, Reg. M, state “Blue Sky” laws, and exchange and FINRA rules.
Our attorneys have counseled and defended clients in numerous enforcement matters (both SEC and FINRA), including in regard to fraud, collusion, trading violations (including alleged violations of short sale, Regulation M, trading ahead, interpositioning, specialist and market-making rules, among many others), regulatory examination findings and supervision violations (including written supervisory procedures).
We have advised and represented clients in regard to many SEC and FINRA regulatory examination issues, including supervision (FINRA Rule 3010 (formerly NASD Rule 3010) and Sec. 15(b)(4)(E) of the Securities Exchange Act of 1934 Act); net capital (SEC Rule 15c3-1); anti-money laundering (AML); books and records, including email and other record retention (SEC Rules 17a-3 and -4); sales practices (including suitability); just and equitable principles of trade (FINRA Rule 2010); FINRA record requests (FINRA Rule 8210) and outside business activities (FINRA Rule 3270), to name but a few.
We have successfully counseled and represented individual registered persons before FINRA and broker-dealer employers with various disclosure issues on their Forms U4 and U5 (including prevailing upon FINRA that certain criminal record histories need not be reported on the individual’s Form U4, and prevailing upon broker-dealers not to “mark up” an individual’s Form U5).
Our attorneys have successfully advised and represented clients on the sales and purchases of broker-dealers and registered investment advisers, including in regard to FINRA’s New Membership Application process (Rule 1014 and Form NMA) and its Continuing Membership Application process (Rule 1017 and Form CMA) as well as the overall corporate transactional strategy and documentation.
We have handled some of the largest SEC investigations into retail private equity funds and related corporate and indemnification issues.
- Defended an analyst at the request of a large international bank in connection with the discharge of the bank as an underwriter from a public offering before the SEC, SDNY and TARP. Matter received substantial national press.
- Defended nation’s second-largest subprime lender in action and investigation by the Connecticut Department of Banking. Proposed penalties were in excess of $80 million and revocation of license. Matter received substantial local and national press coverage.
- Represented lenders in connection with investigation by the SEC and the U.S. Attorney in connection with mutual bank conversions. The attorneys defeated the government’s claims and defended against the SEC investigations by successfully objecting to and quashing numerous SEC subpoenas.
- Defended an international broker of credit derivative swaps in connection with SEC investigation into CDS. Representation discussed in lead article of the Wall Street Journal.
- Defended SEC investigations including response to numerous SEC subpoenas. Successfully defeated claims by government.
- Defend FINRA investigation into purported “structuring.”
- Represented a leading broker of credit derivative swaps in connection with FINRA investigation into purported collusive action in the setting of pricing by CDS brokerage industry. Representation received substantial press.
- Defended SEC investigation into $100 million private placement issues related to real estate and metals purchases in Houston, Texas. Defended OTRs and charges.
- Defended broker-dealer in connection with investigation into SPAC warrant trading and sales.
- Represented a broker-dealer and registered representative in connection with a national investigation on the issuance of trading of SPACs.
- Regularly represent and counsel broker dealers and their officers, directors and employees in connection with SEC and FINRA investigations, including successfully defending clients against disciplinary charges and negotiating favorable settlement terms for clients in SEC stipulations and FINRA AWCs (“Acceptance, Waiver and Consent”).
- Represented an investment banker in an SEC investigation into possible market manipulation and securities fraud, successfully avoiding formal charges against the banker.
- Succeeded in persuading NYSE and FINRA to reduce a high-five-figure fine down to $10,000 in a NYSE stipulated settlement involving multi-year FINRA examination findings for the client.
- Persuaded FINRA to close with no action an investigation of a broker for alleged embezzlement.
- Persuaded FINRA to closean investigation of a broker for alleged forgery with only a cautionary letter.
- Represented officers and directors of a publicly traded company in SEC accounting investigation.
- Counseled an individual in a New York State Insurance Department inquiry as well as before other state insurance regulatory authorities.
- Advised analysts in CFTC and DOJ late trading/market timing investigation.
- Conducted a full audit of an investment adviser and revisions to compliance manuals, customer agreements and public disclosures.
- Represented a publicly traded company in a SEC No-Action request involving foreign accounting issues.
- Defend individual securities brokers in FINRA investigations and disciplinary proceedings.
- Represented securities brokers before numerous state securities commissions.
- Counseled broker-dealers in New York State Attorney General and New York County District Attorney investigations and litigation.
- Represented broker-dealers in post-employment issues, including U5 defamation claims and corporate raiding. Conducted an internal investigation of a broker-dealer and report made to senior management and ownership.
- Represent securities brokers in DOJ, SEC and FINRA regulatory investigations and litigation.
- Successfully defended against dispositive motions seeking the dismissal of a complaint filed in California State Court against certain former directors and former officers of a publicly traded company.
- Represented a banker in connection with effort to ban him from industry at hearing at FINRA in Atlanta.
- Represented large retail private equity fund in SEC and DOJ investigation
- Represented a multibillion-dollar private equity firm in connection with claims brought by the SEC and assisted national firms in preparing a Wells Response.