Michael F. Proctor

MICHAEL PROCTOR advises broker-dealers, hedge funds, and other financial services firms on a wide variety of regulatory, enforcement, compliance, and transactional matters. His practice focuses on broker-dealer and market regulation matters, with particular emphasis on the securities laws and rules governing short sales (Regulation SHO), short interest reporting, Regulation M, and partial tender offers (Rule 14e-4 of the Exchange Act). Michael regularly counsels clients on the design and operation of trading, supervisory, and compliance frameworks, and represents firms in examinations, investigations, and enforcement matters brought by the U.S. Securities and Exchange Commission (SEC), the U.S. Commodity Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), and state securities regulators.

Recent engagements include:

• Advising broker-dealers on compliance with Regulation SHO, including order marking, locate requirements, close-out obligations, and supervisory controls.
• Counseling broker-dealers on short interest reporting requirements.
• Advising market participants on Regulation M, including Rule 105 compliance and issues arising in connection with securities offerings.
• Counseling broker-dealers and hedge funds on Rule 14e-4 of the Exchange Act related to partial tender offers.
• Representing broker-dealers and hedge funds in SEC and FINRA examinations, investigations, and enforcement matters involving Regulation SHO, Regulation M, and other trading-related regulations.
• Advising financial services firms on trading-related compliance, surveillance, and supervisory frameworks designed to address complex market structure and regulatory requirements.

Michael is a member of Sidley’s Securities Enforcement and Regulatory practice, which was named the “Law Firm of the Year” for Securities Regulation or for Litigation – Regulatory Enforcement (SEC, Telecom, Energy) for 2023, 2021, 2020, 2017, and 2016 by U.S. News — Best Lawyers and received the 2019 Chambers USA Award for Financial Services Regulation.