Representative Matters

  • Served as General Counsel and Executive Vice President for FOLIOfn, a self-clearing broker-dealer, alternative trading system, and financial services technology (FinTech) provider. Products offered included exchange traded funds (ETFs), mutual funds, and equities.

    • Advised Chief Executive Officer and Board of Directors on legal requirements, regulatory developments, and business strategy;
    • Negotiated and drafted business agreements;
    • Created limited purpose investment adviser;
    • Drafted, implemented, and audited written supervisory procedures;
    • Responded to regulatory inquiries; and
    • Supervised Chief Compliance Officer.
  • Evaluated trading and data, proposed exchange rules, and new derivative products for potential market manipulation both as outside counsel and as attorney and examiner at the U.S. Securities and Exchange Commission (SEC).
  • Conducted internal investigations and defended clients in SEC and NASD Regulation (now Financial Industry Regulatory Authority or FINRA) disciplinary proceedings as outside counsel.
  • Inspected stock and options exchanges and did special sweep examinations of broker-dealers for SEC Office of Compliance Inspections and Examinations (OCIE).

  • Analyzed and provided strategic advice on all aspects of the Jumpstart Our Business Startups Act (JOBS Act), including:

    • Increased shareholder registration and deregistration thresholds;
    • Raised limit for securities offerings exempted under Regulation A;
    • Broadened advertising options for private placements to accredited investors;
    • Emerging growth company regulatory and disclosure relief; and
    • Crowdfunding exemption from public offering registration requirements.

Experience advising on legal requirements and regulations promulgated pursuant to:

  • Securities Exchange Act of 1934;
  • Investment Advisers Act of 1940;
  • Investment Company Act of 1940;
  • Capital markets activities provisions in banking laws;
  • Commodity Exchange Act;
  • Financial Industry Regulatory Authority (FINRA) Rules;
  • Jumpstart Our Business Startups Act (JOBS Act); and
  • Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act).