Howard M. Groedel

Securities Regulatory and Investigatory Matters

• Serve as lead outside counsel to numerous broker-dealers, registered investment advisers, wealth management firms, and other financial institutions in connection with regulatory and transactional matters.
• Representing publicly held companies and non-traded real estate investment trusts in connection with SEC Enforcement investigation involving accounting matters, FCPA, Regulation FD, insider trading, and stock market manipulation.
• Representing hedge funds in connection with CFTC and SEC public pension fund pay-to-play investigations.
• Representing broker-dealers in connection with FINRA and state securities regulatory investigations of their sales and supervisory practices, compliance procedures, private placements and underwriting obligations.
• Representing investment banking firms in connection with M&A engagements and regulatory compliance matters.
• Representing auditor of SEC-registered money market fund in connection with SEC investigation and administrative proceedings involving alleged improper audit procedures.
• Representing national brokerage firm and custodian of self-directed individual retirement accounts and 401(k) plans in connection with federal and state regulatory investigations and civil administrative proceedings.
• Representing investment adviser in connection with SEC investigation involving alleged defalcation of approximately $45 million.
• Representing national brokerage firm in connection with FINRA investigation involving firm’s practices in connection with the marketing of CDOs collateralized by subprime residential mortgages.
• Representing national diversified financial and business services firm in connection with restructuring.
• Representing registered investment advisers with respect to formation, registration, operations, examinations, and compliance matters.

Corporate and M&A Transactions

• Representing private equity funds, hedge funds, venture capital funds, commodity pools, and other collective investment entities in connection with formation, operation, and regulatory matters.
• Representing Asian sovereign wealth fund in connection with U.S.-based investments.
• Representing private equity funds in connection with sale of portfolio companies to both strategic and financial buyers.
• Representing private equity funds in connection with purchase of portfolio companies from both strategic and financial sellers.
• Representing private companies in recapitalization and restructuring transactions.
• Representing inventors and founders in connection with commercialization and capitalization matters.
• Representing bio-medical investment fund in connection with disposition of its portfolio companies.
• Representing investor groups in PIPE transactions.
• Representing family member involved in dispute with other family members regarding ownership and operation of multi-faceted real estate and waste disposal and recycling businesses.
• Representing nonprofit entities in mergers and combinations, including structuring transactions to preserve critical revenue streams, to allow for strategic growth and expansion of their services.
• Counseling nonprofit organizations with respect to governance issues, third-party service provider agreements, and employment agreements.

Securities Transactions and Counseling

• Representing SEC-reporting companies in connection with preparation of 10-Ks, 10-Qs, annual reports to shareholders, proxy statements, Section 16 reports, board counsel, and corporate governance and shareholder relations matters.
• Representing a leading global business services firm in connection with its IPO.
• Lead securities counsel for several SEC reporting companies in going-private transactions.
• Representing sophisticated investment groups and funds in connection with their investments in publicly traded companies, including filing all required SEC reports.
• Representing controlling shareholder group of NYSE-listed specialty products company in connection with its SEC filings.
• Representing senior management of publicly held companies in connection with their employment agreements, equity issuances, and SEC filing responsibilities.
• Representing NYSE listed international natural resources company in connection with the adoption and implementation of company-wide corporate risk management policies and procedures.
• Representing NSYE listed electronics and electrical equipment company in a proxy contest led by large institutional shareholder.
• Representing NYSE listed precision liquid coatings dispensing company in connection with stock buy-back program and preparation of 10b5-1 plans.