JOHN SAKHLEH is a partner in the Securities Enforcement and Regulatory group, which received the 2019 Chambers USA Award for Financial Services Regulation Firm of the Year, 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 large, mid-size and boutique broker-dealers, investment advisers, private investment funds, transfer agents, prime brokerage firms, electronic trading systems and electronic communication networks, and senior executives in connection with complex regulatory matters. John’s practice also includes defending financial institutions in investigations and regulatory examinations by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the Commodity Futures Trading Commission (CFTC), the National Futures Association (NFA) and other regulators.
John advises on transactions involving financial services and technology companies. He focuses in advising on regulatory matters in connection with mergers and acquisition transactions, technology integration issues and conversions of systems, restructuring of major business units and obtaining the necessary regulatory approvals in these transactions.
In addition, John advises clients on general broker-dealer registration and SRO membership, dealer/trader/finder issues, research reports and distribution, communications with the public, suitability, outsourcing arrangements and related technology agreements, negative consent letters to transfer accounts, mass transfer process, foreign broker-dealer/cross-border registration requirements (Rule 15a-6 and related no-action letters), books and records/electronic recordkeeping issues, Regulation ATS and supervisory liability for officers, among other things.
John’s recent transactional experience includes representation of:
- Goldman Sachs in the spinoff of SIMON Markets, a fintech company that provides a technology platform for structured products
- Hilltop Securities’ merger with First Southwest Company
- Piper Sander’s acquisition and merger of The Valence Group
- Piper Jaffray’s acquisition and merger of Sandler O’Neill
- Piper Jaffray’s acquisition and merger of Weeden & Co.
- Piper Jaffray’s acquisition and merger of Simmons & Company International
- E*TRADE Financial Corporation’s acquisition of OptionsHouse
- E*TRADE Securities’ merger with E*TRADE Clearing
- KeyCorp’s acquisition of Pacific Crest Securities
- FBR Capital Markets & Co.’s acquisition of the securities lending business of Lazard Capital Markets
- Sale of FBR Capital Markets & Co. to B. Riley Financial
- Sale of Wunderlich Securities to B. Riley Financial
- Sale of TradeStation Group and TradeStation Securities to a foreign investor
- Sale of SunGard to Fidelity National Information Services, Inc.
- Sale of Hutchinson, Shockey, Erley & Co. to another financial institution
- Integration of the Huntington Investment Company’s institutional business into Hutchinson, Shockey, Erley & Co.
- Wells Fargo’s acquisition and merger with Wachovia
- Two Sigma Securities’ acquisition of Timber Hill
- Sale of G.X. Clarke & Co. to another broker-dealer
- Sale of Hilliard Lyons to Houchens Industries, Inc
- Sale of Hilliard Lyons to another broker-dealer
- Acquisition and merger of LiquidPoint (Convergex's options trading and technology business)
- Sale of Sun Trading to Hudson River Trading
- Other broker-dealers in connection with mergers and acquisitions, change of control/ownership transactions, asset sales, material changes in business and related regulatory approvals (including FINRA approvals), transfer of customer accounts, successor registration, filings with states and other SROs
- Financial institutions on technology conversions and integrations
- Newly formed broker-dealer firms in regards to structuring, SEC registration (Form BD) and SRO membership (Form NMA) and DTC membership
Examples of John’s other regulatory and enforcement experience includes representation of:
- A clearing broker-dealer in a FINRA investigation related to Rule 10b-16 margin disclosures
- In the Matter of Guggenheim Partners Investment Management, LLC (2015) – represented a registered investment adviser in an SEC investigation of alleged violations of the Investment Advisers Act of 1940
- In the Matter of IBFX, Inc. (2014) – represented retail foreign exchange dealer in CFTC investigation relating to minimum net capital requirements
- In the Matter of IBFX, Inc. (2016) – represented retail foreign exchange dealer in NFA investigation relating to minimum net capital requirements, books and records and supervision
- Broker-dealers and investment advisers in regulatory examinations relating to trading practices, mark-ups, municipal underwritings, customer fee-related issues, trade errors, conflicts and disclosures, Regulation SHO, Rule 105, general compliance matters and CCO liability
- A large broker-dealer in a FINRA examination related to underwritings, secondary trading and mark-ups
- A large asset management firm in an SEC examination related to whistleblower claims, conflicts and valuation
- A large broker-dealer and investment adviser in an SEC examination related to overcharging of advisory and brokerage fees
- A large broker-dealer in an SEC investigation related to municipal bond trading
- Foreign entities and foreign broker-dealers in connection with overseas operations and trading activity, including Rule 15a-6 and foreign finders
Prior to joining the firm, John worked for the SEC’s Office of Compliance Inspections and Examinations. During his time with the SEC, John was involved with, among other things, the SEC’s market-timing and late trading, proprietary trading and best execution investigations and examinations. Prior to joining the SEC, John worked for a national law firm where he focused on investment company, investment adviser and hedge fund-related issues. John also worked at a large national accounting firm as a Certified Public Accountant.