Overview

Cohen and Wolf’s Securities Group represents a diverse base of clients in the areas of securities regulation, compliance, offerings, filings and litigation. The Group has extensive experience in representing investment bankers, hedge funds, broker-dealers, investment advisers, broker-dealer agents, investment adviser representatives, investment adviser agents, and issuers of securities before federal, state, and self-regulatory securities agencies.

The Group is uniquely qualified in that one of its members is a former director of the Connecticut Securities and Business Investments Division, a former enforcement attorney for the United States Securities and Exchange Commission, and a former attorney-inspector for the Ohio Division of Securities. He is also Chair of the American Bar Association's State Securities Law Committee's Enforcement, Litigation, and Arbitration section.

Attorneys in the Group frequently handle contested agency hearings, licensing actions, the registration of broker-dealers and investment advisors, and regulatory investigations conducted by the Financial Industry Regulatory Authority ("FINRA") and the United States Securities and Exchange Commission. The Group also represents many national and regional firms in matters before the Connecticut Banking Department and other state securities agencies around the country.

Members of the Securities Group have particular experience in assisting clients in connection with investigations related to soft dollar issues; inside trading; failure to supervise; suitability; misrepresentation; fraudulent schemes; manipulation of markets, accounting, books and record issues; and cybersecurity and internet fraud.

The Securities Group serves as compliance counsel to a growing number of local and regional investment advisers and broker-dealers. The Group is equipped to deal with a firm's U-4 filings, U-5 filings, Form BD and Form ADV requirements, amendments, investment advisory contracts, firm-representative employment issues, and all aspects of operating a broker-dealer and investment advisory business. It has also counseled investment advisory clients on the nuances of advising mutual funds. The Group presents annual compliance lectures and prepares compliance and supervisory procedures manuals for clients.

The Group represents issuers and underwriters in private and public offerings of securities, drafts private offering memoranda, questionnaires and subscription and other agreements, and represents companies seeking capital. Attorneys in the Group represent public companies in initial public offerings, proxy solicitations and 10K and other filings.  The Group has formed hedge funds and represents those entities in litigation and regulatory matters.

The Group also represents clients in connection with “going-private” transactions, mergers, acquisitions, Regulation A offerings, Rule 144 issues and Rule 144 A offerings. In representing venture capitalists and the issuers of securities in these and other transactions, the Group negotiates registration rights agreements, option grants, warrant transactions, employee stock plans, and phantom stock and stock appreciation rights issues.

In addition to the Group’s regulatory and transactional practices, Cohen and Wolf’s Securities attorneys successfully litigate securities matters, including shareholders derivative actions, plaintiff and defendant class actions, individual shareholder disputes, broker-customer disputes, RICO actions, investment adviser-client disputes, limited partnership and limited liability company actions, and venture capital disputes in federal and state courts. The Group litigates these disputes to verdict in bench trials as well as jury trials. Attorneys in the Group also represent claimants and respondents in securities and commodities arbitrations and mediations. 

The Group has also represented broker-dealer and investment advisers in the sale or purchase of those businesses as well as the individual principals of those companies.  The Group has also represented broker-dealers and investment advisers as well as broker-dealer agents and investment adviser Representatives in employment litigation and arbitration, including expungement proceedings.

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