DAVID M. KATZ is a partner in the New York office and a member of the firm’s Securities Enforcement and Regulatory practice group, which received the 2019 Chambers USA Award for “Financial Services Regulation,” and was named the “Law Firm of the Year” for Securities Regulation in 2020 and 2017 by U.S. News – Best Lawyers. He regularly advises major domestic and international corporations, top-tier/mid-size/boutique investment banking firms (domestic and foreign), commercial banks (domestic and foreign), electronic (securities and swap) trading systems and electronic communication networks, market-making firms, other proprietary trading firms, securities borrowing and lending conduits, prime brokerage firms, and private investment fund (hedge fund and private equity fund) complexes in respect of Federal and State broker-dealer regulatory matters, and applicable self-regulatory organization (“SRO”) matters, including merger and acquisition transactions, restructuring and business expansion matters, trading issues, Federal and State investment adviser regulatory matters and general securities law matters.
Mr. Katz advises clients on, among other things, Securities and Exchange Commission (SEC) financial responsibility rules (net capital and customer protection rules), foreign broker-dealer/cross-border requirements (SEC Rule 15a-6 and related SEC guidance), margin rules (including SRO requirements and arranged financing issues), books and records requirements (including electronic recordkeeping issues), general broker-dealer registration (and SRO membership), successor registration and material change in business operations and change in ownership/control requirements, dealer/trader/finder issues, fee payment/splitting issues, underwriting issues (open contractual commitment, capital financing, FINRA corporate financing and conflicts of interest, fixed price offering and new issues/IPO allocation/spinning requirements), research requirements (including SRO “blackout” requirements and third-party distribution requirements under SRO rules and Regulation AC), sales literature issues, trading issues (including short-sale and front running requirements), Large Trader Reporting requirements, SEC risk assessment requirements and implications for effecting transactions involving security-based swaps.
In this regard, Mr. Katz regularly advises in the following functional areas: (i) private funds (hedge funds and commodity pools — characterization of “broker” and “dealer,” marketing issues, FINRA new issues and IPO allocation/spinning matters, trading issues, co-investment issues); (ii) capital markets (public/private firm commitment offerings (non-insurance), public direct participation programs, exchange offers); (iii) insurance-linked securities offerings (CAT bond firm commitment offerings by certain specialized underwriters/initial purchasers); (iv) general financial responsibility (net capital, customer protection, books and records, and margin); (v) mergers and acquisitions/restructurings/change of ownership/control; (vi) new broker-dealer formation (structural advice, SEC registration and SRO membership); (vii) sales and trading; (viii) cross-border/SEC Rule 15a-6; (ix) prime brokerage and clearance/settlement; and (x) characterization of brokers and/or dealers under Federal and State securities laws.
Mr. Katz is Past Chair of the Subcommittee on FINRA Corporate Financing Rules of the American Bar Association, Section of Business Law, Committee on Federal Regulation of Securities and is Co-Chair of the Subcommittee on Broker-Dealers and Investment Advisers of the American Bar Association, Section of Business Law, Committee on State Regulation of Securities.
Mr. Katz is a frequent speaker on broker-dealer/market structure regulatory topics, and is the author of numerous articles/publications relating thereto.