Tax

Our attorneys focuses on tax issues for middle-market companies, with a particular focus on tax consequences of Limited Liability Companies (LLCs).

We have previously partnered with Latham & Watkins LLP to file a petition for certiorari seeking Supreme Court review of a decision from the Second Circuit Court of Appeals concerning the tax treatment of employee benefit plans. The petition was based in part on a split in the Circuit Courts concerning the level of review required in appeals from the U.S. Tax Court.  Pastore and Latham & Watkins argued that an Article Three District Court should review issues of tax liability for U.S. citizens on a de novo basis, instead of giving deference to the Tax Court, as U.S. citizens are entitled to an Article Three review when issues of their Federal tax obligations are at stake.

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.

Intellectual Property

Pastore attorneys have been involved in more than 100 patent, trademark, and copyright filings.

We have been counsel in some of the larger patent litigations in Connecticut and handled appeals at the Federal Circuit Court level.

General Counsel Services

Our firm is often retained by small and medium-sized companies to act as their outside general counsel.

Many companies either do not have a need for a full-time, in-house attorney, or do not have the resources to retain one. Under these circumstances, we offer our clients a range of expertise to assist in their day-to-day business operations. We also routinely negotiate fixed-fee and other alternative fee arrangements for outside general counsel services to allow for our clients to have certainty with regard to legal costs, and budget accordingly.

    Environmental Litigation

    Our attorneys have environmental litigation experience and have served as managing editor of a prestigious environmental journal.

    Pastore attorneys handled a seminal CERCLA decision in the Second Circuit involving the remediation of a large northeastern manufacturing plant.

    We also represented a publicly traded investment advisor in negotiation in connection with claims brought by the Air Force and DOJ arising from contamination of land that is now the largest Air Force facility in the United States.

    Employment

    Pastore regularly represents employers in matters involving employment discrimination litigation and general labor and employment law advice.

    Our attorneys have successfully resolved employment discrimination cases, including collective actions under the Fair Labor Standards Act and claims concerning disability accommodation, age discrimination, sex discrimination, race discrimination and the Family Medical Leave Act. Our attorneys have represented employers at all levels of litigation ranging from administrative hearings to class actions. Our attorneys have successfully filed and argued motions for summary judgment for employers in state and federal courts around the country. In addition to handling all aspects of employment litigation on behalf of our clients, our attorneys partner with clients to ensure they are complying with all state and federal employment laws.

    We have regularly represented employers and senior executives in connection with covenants not to compete or solicit customers and employers. Several of the matters have received national attention. Our attorneys have also represented clients regarding employment agreements; an employee’s duty of loyalty to an employer; wrongful termination; whistleblower claims (including pursuant to the Dodd-Frank Act); internal discipline; and numerous other employment law issues.

    Given their substantial experience in the securities industry, our attorneys have represented both firm and registered persons in a myriad of issues related to securities industry registrations, including regulatory “disclosure questions” on Forms U4 and U5, “reason for termination” on Form U5, securities industry examination waivers and other issues. Our attorneys have successfully petitioned FINRA for waivers from securities industry registrations, including the Series 7 and 14A exams, among others.

    We represent private equity and hedge fund executives in connection with negotiating and drafting their employment agreements, and litigating related claims across the country.

    Employee Benefits

    Our attorneys have regularly represented trust plans and brokers in connection with disputes over the right of employers and employees in such plans.

    Our attorneys have been counsel on several Second Circuit appeals involving the tax implication of such plans, and have taken one such appeal to the Supreme Court.  We have also been involved in AAA arbitrations involving the right of beneficiaries in such plans.

    Our tax group regularly works on reviewing and drafting employee benefit plans.  In addition, our firm has formed and counseled service employee benefit funds designed to create track records for investment advisors.

    Election Law

    Our election law team, built by the former Secretary of State and now Lt. Governor from a leading eastern state, we focus our election law practice on preserving the fair voting tallies and election norms.

    We have been retained in many seminal cases, including a constitutional challenge to state laws brought in federal court and an appeal to that State’s Supreme Court.

    Cybersecurity

    Our attorneys regularly advise banks, insurance companies, broker-dealers, investment advisers and public and private funds on all aspects of cybersecurity regulation.

    Our team members are experts on the entire cybersecurity regulatory structure including Gramm-Leach-Bliley, Regulation S-P, Regulation P, the OCIE 2015 Cybersecurity Initiative, the FINRA 2015 Report on Cybersecurity Practices, and the NIST Framework.

    We develop information security programs for our clients, guide them through cyberincidents and represent them in any resultant regulatory inquiry. As a part of this service, we develop and implement access or IAM policies, governance policies, risk analysis policies, vendor management policies, mobile policies, training plans and incident response plans.

    We also regularly conduct cybersecurity audits for our clients and have acted as the SEC-appointed independent consultant in cybersecurity enforcement actions.

    A member of the firm is currently the Co-Chair of the American Bar Association, Business Section White