Overview

Jack has more than 20 years of experience dealing with SEC regulatory issues, first from within the agency, then as a negotiator on behalf of clients. Using knowledge gained from a decade in the SEC’s Division of Trading and Markets, he has an exceptional ability to help clients navigate the regulatory waters, enabling them to achieve their business goals in compliance with increasingly complicated federal securities laws and SRO rules.

Jack focuses on rules and requirements relating to traditional securities and derivative products, as well as broker-dealer issues. He routinely obtains no-action and other written relief, written approval to move forward with projects, informal relief, and resolution of difficult legal and regulatory issues before they become his client’s regulatory problems. 

With well over a decade in private practice, he applies his knowledge of how regulators think to his understanding of what his client wants. More times than not, when he finishes negotiating, both regulators and client feel their interests are protected, and the client is confident the deal can move forward.

In addition to representing clients before the SEC, he regularly advises on broker-dealer status issues, as well as on clearing arrangements and related matters such as prime brokerage arrangements, credit and financing arrangements, and confirmation and account statement issues. He counsels broker-dealers on commission recapture and soft dollar arrangements as well as on the distribution of foreign research in the United States and the execution of securities transactions by foreign broker-dealers for U.S. persons.

Jack also advises banks on securities activities permitted by the Gramm-Leach-Bliley Act of 1999, as well as related credit and financing activities. He advises exchange-traded fund (ETF) sponsors on the listing and trading of ETFs and similar products in U.S. markets, and NRSROs on regulatory issues.

Jack left the SEC as Assistant Director in the Office of Market Supervision, Division of Market Regulation, where he oversaw the National Association of Securities Dealers (now the Financial Industry Regulatory Authority) and national securities exchanges. Earlier in his career at the agency, he was Branch Chief in the Office of Self-Regulatory Oversight, primarily responsible for the regulation of international clearance and settlement, registered clearing agencies, and commercial law relating to securities processing. Later, he served as Special Counsel in the Office of Chief Counsel, where he oversaw broker-dealers and developed policy governing broker-dealers and regulation of securities markets. 

  • Experience

    Representative matters on which Jack has worked include:

    • A confirmation vendor client was having trouble satisfying broker-dealers that its confirmations would meet SEC requirements; it maintained that attaching a URL link provided by the broker-dealer’s to the client’s trade-specific portion of the confirmation satisfies SEC rules. Jack was able to obtain no-action relief on behalf of the vendor, encouraging more of its customers to use its services.
    • A client wanted to provide books and records services in which it would store certain records on behalf of registered investments advisers, a service that SEC rules did not permit third parties to perform. Jack obtained no-action relief to enable the client’s investment-adviser customers to use the client’s service in compliance with the federal securities laws.
    • A bank client wanted to provide year-end gifts to unregistered bank employees, based in part on referrals to an affiliated broker-dealer. Jack was able to provide guidance on how to provide such gifts in compliance with SEC and Federal Reserve Board rules governing bank securities activities.
    • A broker-dealer client wanted to obtain no-action relief from the SEC staff to use a new clearing-agency service that would automate custody and control of alternative investments. In the absence of the relief, the broker-dealer faced significant annual capital charges. Jack assisted the broker-dealer in obtaining the relief and helped the clearing agency in its efforts to offer the new service as well.
    • An ETF sponsor was having trouble obtaining SEC approval to list a number of actively-managed ETFs. Jack discussed the regulatory concerns with SEC staff and assisted the sponsor in obtaining the approvals and related relief required to list and trade shares in the ETF.
    • A regional bank wanted to enter into both a securities and an insurance networking arrangement with a broker-dealer that offered services to banks nationwide. The regional bank was having trouble negotiating the arrangements successfully. Jack was able to reach agreement with the broker-dealer, allowing the parties to offer the new service to bank clients.
    • A broker-dealer client was being investigated by the SEC for a complex trading pattern involving hedging long and shorter convertible bond positions with the underlying equity security. Jack reviewed the trading records and set up a meeting with SEC staff to explain how the trading method should not raise major legal or regulatory concerns. Shortly after the meeting, the SEC staff ended their investigation.
    • Credentials

      Education

      • Harvard Law School, J.D., 1989
      • University of Pennsylvania, B.A., 1985

      Bar Admissions

      • District of Columbia
      • New York
            • Insights

              TITLE
              Alert

              SEC Issues Business Continuity Guidance for Registered Investment Companies, Proposes Rule for Registered Investment Advisers

              On June 28, 2016, the Securities and Exchange Commission proposed a new rule under the Investment Advisers Act of 1940 which would require SEC-registered investment advisers to adopt and implement written business continuity and transition plans that are reasonably designed to address operational and other risks related to a significant disruption in the investment adviser’s operations.

              Alert

              Eleventh Circuit Limits SEC Look-Back Period and Sets Up Circuit Split

              Does the general federal statute of limitations apply to government enforcement actions seeking “disgorgement?” The SEC says no.

              Newsletter

              Derivatives & Futures Update

              CFTC Proposes Algorithmic Trading Regulations for Proprietary Traders, FCMs, and Exchanges

              Alert

              Electronic Filing of Broker-Dealer Annual Reports

              As a result of recent actions by the Securities and Exchange Commission (“SEC”) and its staff, registered broker-dealers, including over-the-counter (“OTC”) derivatives dealers, are now permitted to electronically file their annual and supplemental reports with the SEC through its Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system in lieu of filing the reports with the SEC in paper form.

              Trending Legal Issue

              The Treacherous Terrain of Penny Stocks

              Thomson Reuters Wall Street Lawyer

              Other Publications

              • “Fraud in Markups: An Unusual SEC Decision,” The Review of Securities & Commodities Regulation (Sep. 3, 2008)
              • “U.S. Securities Activities of Foreign Broker-Dealers,” published as part of “Broker Dealer Regulations, Second Edition" by Practising Law Institute, available at 1-800-260-4754; www.pli.edu  © The Practising Law Institute.
              • “2013 Amendments to SEC Rules 15c3-1 and 15c3-3 (Apr. 9, 2014), published as part of “Fundamentals of Broker-Dealer Regulation 2014 " by Practising Law Institute, available at 1-800-260-4754; www.pli.edu  © The Practising Law Institute.