John I. Sakhleh

JOHN SAKHLEH counsels a wide array of financial services firms — including investment and commercial banks, broker-dealers, investment advisers, and private/hedge funds — on a broad variety of regulatory, enforcement, compliance, and transactional matters. He is a member of Sidley’s global Securities Enforcement and Regulatory practice which Law 360 named a 2024 “Compliance Practice Group of the Year.”

John regularly advises on transactions involving U.S. and non-U.S. financial services and FinTech companies. His experience includes advising on transactional and regulatory matters in connection with merger and acquisitions of broker-dealers, investment advisers, and other FinTech companies. These complex projects include advising on compliance-related integration issues, account and technology conversions, migration of customer accounts, restructuring of major business units and obtaining the necessary regulatory approvals in strategic transactions. John also advises private equity firms, insurance companies, investment managers and technology companies in connection with (i) evaluating the broker-dealer and investment adviser registration requirements, and (ii) advising on the formation and regulatory approval process for newly formed broker-dealers and investment advisers with the SEC, FINRA, other self-regulatory organizations and clearing agencies.

John’s regulatory and compliance-related practice includes working with clients on general broker-dealer registration and SRO membership, dealer/trader/finder issues, FinTech/trading platforms, clearing firms and related financial responsibility requirements, FINRA advertising rules, Regulation BI, outsourcing arrangements and non U.S. broker-dealer/cross-border registration requirements (Rule 15a-6, foreign finders), books and records/electronic recordkeeping issues, Regulation ATS and supervisory liability for CCOs and senior officers, self-reporting (Rule 4530), fingerprinting and associated person status.

John’s practice also includes a concentration on enforcement defense and regulatory counseling matters, in which he brings to bear his extensive knowledge of the regulatory schemes governing securities market and regulatory issues for broker-dealers, investment advisers, investment funds and FinTech trading platforms. His securities enforcement practice has covered a broad range of enforcement matters, including investigations of securities fraud, investment adviser misconduct, broker-dealer matters, municipal bond-related trading, capital deficiencies, conversion/integration issues and trading-related investigations, including spoofing. John has defended a wide variety of clients in investigations before the U.S. Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the Commodity Futures Trading Commission (CFTC) and the National Futures Association (NFA).

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 (inactive).

Highlights of John’s experience include representing the following:

Transactional and Counseling

• Janney Montgomery Scott’s acquisition of TM Capital.
• J.P. Morgan’s acquisition of Global Shares.
• Advise and register single dealer trading platform.
• Piper Sandler in numerous acquisition and mergers, including DBO Partners and The Valence Group.
• Advise and register ATS for trading and securities lending platforms.
• Parthenon Capital Partner’s acquisition of Kroll Bond Rating Agency LLC.
• Morgan Stanley’s acquisition of E*TRADE Financial Corporation.
• Goldman Sachs’ acquisition of Folio Financial and Folio Investments.
• 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 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 Monex.
• 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.

Enforcement

• In the Matter of The Huntington Investment Company, Huntington Securities, Inc., and Capstone Capital Markets LLC, – represented a broker-dealer in an investigation into recordkeeping and off-channel communications.
  
• In the Matter of Lincoln Financial Advisors Corporation and Lincoln Financial Securities Corporation – represented a broker-dealer and registered investment advisor in an investigation into recordkeeping and off-channel communications.
  
• In the Matter of Regions Securities LLC – represented a broker dealer in an investigation into recordkeeping and off-channel communications.
  
• In the Matter of Hilltop Securities Inc. – represented a broker-dealer and registered investment advisor in an investigation into recordkeeping and off-channel communications.
  
• In the Matter of Hilltop Securities Inc. and Daniel C. Tracy – represented a broker-dealer in connection with municipal bond trading.
  
• In the Matter of FNY Partners Fund L.P. – represented a fund in a CFTC investigation related to spoofing.
  
• In the Matter of Thomas Donino – represented an individual in a CFTC investigation related to spoofing.
• Represented 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. – represented a retail foreign exchange dealer in CFTC investigation relating to minimum net capital requirements.
  
• In the Matter of IBFX, Inc. – represented a retail foreign exchange dealer in NFA investigation relating to minimum net capital requirements, books and records and supervision.
• Represented 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.
• Represented a Chief Compliance Officer in CFTC and NFA investigations.
• Represented a large broker-dealer in a FINRA examination related to underwritings, secondary trading and mark-ups.
• Represented a large asset management firm in an SEC examination related to whistleblower claims, conflicts of interest and valuation.
• Represented a large broker-dealer and investment adviser in an SEC examination related to overcharging of advisory and brokerage fees.
• Represented a large broker-dealer in an SEC investigation related to municipal bond trading and “flipping”.
• Represented senior traders in connection with SEC investigation related to municipal bond offerings.
• Represented foreign entities and foreign broker-dealers in connection with overseas operations and trading activity, including Rule 15a-6 and foreign finders.
• Represented a broker-dealer trading firm in connection with short sales.
• Represented broker-dealers in connection with fully-paid lending programs.
• Represented a broker-dealer trading platform in an investigation by the SEC Office of International Affairs, on behalf of foreign securities regulatory, in connection with marketing and advertising materials.
• Represented an investment adviser in SEC examination related to cross-trades and principal transactions.
• Represented E*TRADE Securities LLC in a FINRA investigation related to supervision of trading activities and its supervisory system.

• Member, Managed Funds Association
• Member, Securities Industry and Financial Markets Association