Securities

Our attorneys are well-versed in the issues that affect our clients in every sector of the financial services industry and have significant experience in handling high-profile matters.

Pastore attorneys regularly serve as counsel in securities cases, representing broker-dealers, issuers, specialists, market makers, transfer agents, underwriters, hedge funds, investment advisors, venture funds, insurers and investors in state and federal courts as well as in (FINRA) arbitrations. Our attorneys have an active practice advising broker-dealers on a wide range of issues including the issuance of securities, regulatory investigations, customer inquiries, general brokerage and sales practices and corporate transactions (such as formation, purchases, and sales of broker-dealers, hedge funds and investment advisors). Our experience includes representing the nation’s largest specialist firm, the nation’s largest transfer agent, leading brokerage firms, hedge funds and venture funds and the nation’s largest mortgage lender.

Our attorneys have been general counsel of large Wall Street brokerage firms, and our partners are veterans of the New York Stock Exchange, Inc., Skadden Arps Slate Meagher & Flom LLP, Proskauer Rose LLP, Kelley Drye & Warren, McDermott Will & Emery, Paul Weiss Rifkind Wharton & Garrison LLP, Mayer Brown LLP, and other highly respected Wall Street law firms and financial services companies. One of our Partners also served for four years on the Board of Directors, Regulatory Oversight Committee (including a term as Chair) and the Nominating & Governance Committee of Direct Edge, a national securities exchange.

Our securities attorneys have extensive knowledge of federal and state securities laws as well as FINRA and NYSE rules. This experience enables us to provide advice on disclosure and regulatory matters, and to assist clients in all aspects of preparation and processing of registration statements and ongoing reporting requirements. Our attorneys have significant experience in representing clients on regulatory matters involving both FINRA and the SEC.

Among a number of notable cases, our attorneys have handled some of the seminal securities industry litigation over the last decade, including one of the most extensive and complex securities arbitrations in the nation as well as claims involving the ownership of securities trading systems, residential mortgage backed securities, structuring and stock loan disputes. Our attorneys have handled regulatory investigations involving some of the most sophisticated new securities offerings, such as SPAC. Pastore offers expertise in high-profile broker-dealer and fund disputes as well as bank conversion litigation, reinsurance litigation and arbitration and bankruptcy litigation.

Securities Regulatory

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.

Securities Litigation & Arbitration

Pastore attorneys are highly skilled, creative, and motivated litigators who have built a record of considerable success in complex matters in arbitration.

Our focus is on representing financial services industry clients in litigation in state and federal court as well as in FINRA arbitrations.

We have significant experience in representing broker-dealers in customer complaint cases (including allegations of unauthorized trading and lack of suitability) and in various transactional disputes in the financial services industry; and representing both firms and employees in employment disputes.

We have also represented hedge funds, private equity funds, and venture funds in a wide range of disputes, and have experience in high-profile litigation involving bank conversions from mutual to stock companies.

Our attorneys have also represented clients in cases involving distressed debt securities convertible swaps, residential mortgage-backed securities, private equity loan agreements, warrants and options, convertible bonds, merger rights claims of misrepresentation in connection with unregistered offerings, disputes over fees in financial services agreements, promissory notes and private placement memoranda.

Appellate

Our attorneys offer the knowledge and experience to guide you or your company throughout the appellate process, whether you are pursuing the appeal as an Appellant or defending as an Appellee.

If our firm already represented you at the trial level, we carefully considered during that time how best to identify and preserve all issues for appeal. If you are seeking our assistance for the first time at the appellate stage, we will carefully review the record to identify all issues on appeal, and then assess the viability of each of those issues. In either scenario, our appellate attorneys will provide you with an honest assessment of the likelihood of success on appeal, an important factor to consider, and one that may lead to satisfactory settlement at the appellate stage.

Our attorneys have handled appeals in several federal and state court systems and are admitted to the First and Second Circuits, the Federal Circuit, as well as the Supreme Court of the United States.  One of our Attorneys has been named by the American Lawyer as one of the top Appellate Attorneys in Boston (2014) and nationally (2015).

We have successfully handled appeals at the Second and Eighth Circuit involving complex securities and transactional matters. In each instance, we have prevailed at the District Court level and Appellate Court level.