Finance

Represented practice seller for breach of practice purchase agreement for purportedly failing to refund initial payment following quarterly AUM assessment post-closing.

Counsel clients in connection with practice purchases and sales, including practice assessment, negotiating transactions, and drafting agreements.

Represent broker-dealers in connection with CFP Board inquiries arising out of industry disputes with former employers for breach of restrictive covenants and trade secret misappropriation claims in FINRA arbitration proceedings.

Represent non-party, non-FINRA members in connection with third-party subpoenas issued by FINRA panels under the Federal Arbitration Act.

Represent newly transitioned broker-dealers in FINRA industry disputes by former non-protocol employers for purported breach of restrictive covenants and misappropriation of trade secrets.

Advise broker-dealers in connection with transitioning from non-protocol employers to competitive practices, with focus on industry best practices.

Has represented RIAs in 23 different jurisdictions (including in AAA and FINRA arbitrations) regarding SEC compliance, customer complaints, and employment related matters. In an effort to proactively prevent expensive litigation, our team has developed recruiting, transition, and practice protection strategies on behalf of RIAs concerned about legal issues. We regularly represent registered investment advisors and advisory firms in advisor transitions, having assisted in approximately 775 advisor transitions in the last 15 years.

Has represented numerous broker-dealers in all aspects of compliance related matters in FINRA. Represents advisors, partnerships, and teams during transitions between competitors (both the recruitment and pursuit of) in order to ensure regulatory compliance and prevent breach of contracts or law. Has applied for court intervention, temporary restraint, and preliminary injunctions to prevent out-going advisors/talent from unfairly competing against their former employers. Our team utilizes litigation, arbitration, and dispute resolution when breaches do occur.

Counseled in excess of 300+ firms, registered representatives, and/or financial advisors in the transition between competitor firms, broker-dealers, investment advisory firms, or brokerage and fee-based employment.

Represented a whistleblower providing information on securities-related violations to the SEC, IRS, and DOJ programs. Has represented numerous other whistleblowers, including those filing complaints in pursuit of the Whistleblower Bounty Program.

Defense of securities fraud, common-law fraud, and breach of fiduciary duty before New Jersey Superior Court.

Successful defense of one of the largest securities and wire fraud indictments of the President and CEO of a private financial services firm brought by the Westchester District Attorney’s Office, New York.

Represented a former advisor of a regional investor services company against an NY state claim that they had misappropriated confidential client information and trade secrets. Moved to dismiss the case based on lack of jurisdiction, which was successfully granted by the court.

Successfully defended against the issuance of a Temporary Restraining Order and Preliminary Injunction claiming the misappropriation of confidential client information and breach of contract in New Jersey State Court against an advisor who departed from Edward Jones LLP and joined a competitor.

Represented a Tennessee-based Registered Investment Advisor (RIA) in a suit against former owners and employees regarding misappropriated trade secrets, confidential information retention, and unlawful competition. Subsequently filed arbitrations and successfully settled without the need for litigation.

Represented a major venture capital fund in the successful secondary sale of units by JP Morgan to Goldman Sachs Management entity.

Represented Arrowhead Capital LLC regarding the formation of a Series of Special Purpose Vehicles in the Cayman Islands for offshore investments.

Partnered with major international law firm as essential team member in a high-stakes and high-profile trial defending a hedge fund and its principal against breach of contract accusations brought by former employees, and asserting counterclaims for breach of fiduciary duty and defamation. Duties encompassed witness preparation, examination drafting, supervision of junior attorneys, drafting of critical motions and applications, involvement in oral arguments, and regular communication with opposing counsel and the trial judge.

Advocated for a global retail and investment bank in numerous business tort and employment matters, securing dismissals without liability in multiple state and federal actions in New York. Resolved numerous other actions prior to litigation, reflecting a proactive approach to legal challenges.

Actively representing an emerging fintech company in multiple legal matters, including a pending case in the New York Commercial Division. Served as lead trial counsel in high-profile litigation, achieving successful resolution. Experienced in handling employment discrimination lawsuits and providing ongoing advice on employment and business contract negotiations.

We regularly prepare private placement memoranda that our clients use to raise funds in offerings that are exempt from the registration requirements of U.S. securities laws. We have prepared offering documents for medical device businesses, hospitality businesses, investment funds, and private equity funds, among others. Our experience with private placements also extends to compliance with “blue sky,” or state securities, laws.

Represented a Finnish sponsor of a web-based business, the purpose of which is to match investors with start-up ventures based outside of the U.S. In the course of advising, we reviewed the positions that the Securities and Exchange Commission had taken with respect to its rules regarding private placement offerings that are exempt from the registration requirements of the Securities Act of 1933 and also the registration requirements for broker/dealers under the Securities Exchange Act of 1934. We were able to structure a business plan that satisfied the client’s goals.

Represented a strategic brand management business in its structuring and establishment of a joint venture between a high-profile media personality and a New York-based venture capital firm. The joint venture expects to create, produce, and release a series of consumer product offerings over the next several years under a new brand. We negotiated and drafted the documentation for the venture, as well as provided input on tax and intellectual property issues that arose as the negotiations proceeded.

Represented two principals who formed an introducing broker business that was spun out of a major international bank. In this transaction, we were able to advise on the complex compliance aspects of the planned structure, as well as put the desired structure in place. We also advised on the formation of entities for the various lines of business for the introducing broker, producing documentation that reflected the business and personal requirements of the new owners. We worked closely with our clients’ other advisors to deliver the desired result.

Represented Korean securities firms in FINRA arbitration against a former executive and a simultaneous state court lawsuit brought by the former executive. Successfully appealed and obtained reversal of the trial court’s denial of our motion to compel arbitration, ending the court litigation and forcing the former executive to submit to a more favorable FINRA arbitral forum.

Represented a fund manager in a lawsuit to recover payments owed by former partners. Obtained favorable legal rulings from court on summary judgment cross-motions, leading to a favorable settlement on the eve of trial.

Represented a private equity fund in a lawsuit to recover a “break-up fee” after the collapse of a $75 million financing deal; won summary judgment, which was upheld on appeal.

Defended GMG Capital Partners in a Section 10b-5 shareholder securities fraud case which was dismissed on summary judgment in the Southern District of New York.

Represented a third-party capital placement agent in FINRA arbitration against a former client fund manager to recover placement fees. In conjunction with other members of the Barton team, Randall obtained a multi-million-dollar award for the client after a five-day arbitration hearing.

Represented New Jersey-based financial advisory firm against Missouri-based advisory company for trademark infringement of the term “Financial Quarterback,” alleging that the Missouri firm unlawfully used the term in its advertising, along with similarly related terms such as “Retirement Coach.” (Jalinski Advisory Group, Inc. v. JBL Financial Services, Inc. (E.D. Mo., No. 4:19-cv-01914))

Has represented security consultancies, CPA firms, media companies, and life science organizations in the negotiation of service agreements with customers and vendors from multiple countries.

Successfully represented an RIA that had jumped from Edward Jones to Thurston Springer Financial and was accused of soliciting former clients in violation of his employment agreement. Secured a rejection of Edward Jones' motion for a temporary restraining order and preliminary injunction. (Edward Jones v. John Kerr and Thurston Springer Financial (Southern District of Indiana 1:19-cv-03810))

Represented a broker who moved from Edward Jones to Ameriprise Financial who was facing breach of contract, misappropriation of trade secrets, and breach of fiduciary duty claims. Successfully secured a denial and dismissal of Edward Jones' request for a temporary restraining order. (Edward Jones v. James Paul Farrell (Superior Court of New Jersey, Bergen County C-116-1))

Represented a broker who moved from Edward Jones to Ameriprise Financial who was facing breach of contract and trade secret claims. Successfully argued a counterclaim of unfair competition, civil conspiracy, and tortious interference, with the panel awarding our client and Ameriprise a total of $762,000. (Edward Jones v. Peterson and Ameriprise Financial Services, Inc. (FINRA #19-03340))

Drafted appellate brief and conducted argument for a bank, achieving an affirmance of judgment against a former employee. [Barclays Capital Inc. v. Carreras, 225 A.D.3d 463 (1st Dep’t 2024)]

Represented Sparkle Capital Limited in its $4.3 million litigation financing provided to a U.S. borrower and the security agreements in connection with such financing.

Handled litigation claims under the Uniform Commercial Code arising from a wire transfer fraud loss of $341,100 alleging deficiencies in security protections and processes at Wells Fargo Bank.

Won summary judgment in Superior Court for financial institution on title issue establishing validity and priority of security for $3,100,000 shopping center loan.

Represented investment funds in several distressed corporate financing and bankruptcy situations, including with respect to bankruptcy-related discovery and litigation.

Represented regional bank in an action alleging breach of representations and warranties, and fraud against the seller of automobile loan receivables having an outstanding principal balance of over $125 million. Located former employee who provided roadmap to proof of fraud. After contentious litigation, successfully settled claim following mediation submission.

Represented bank against claims of breach of contract and fraud arising from the sale of a portfolio that included loans made to an entity operating an international Ponzi scheme. Through aggressive discovery and motion practice, whittled a $24 million claim down to $1 million, which was settled at pre-appellate argument mediation.

Represented bank in a declaratory judgment/breach of contract action against a governmental entity arising out of a guaranteed investment contract governing investment of municipal bond offering proceeds, including successfully defeating a motion to dismiss based on the 11th Amendment’s prohibition against private suits against states.

Successfully represented a French bank, as defendant/counterclaimant in U.S. action, in action involving unauthorized trading on the MATIF (French futures and options exchange) under French law. Case required close coordination with expert French counsel.

Represented ISDA as amicus curiae in the United States Court of Appeals for the Second Circuit in an action alleging breach of a $10 million credit default swap. The Court’s opinion provided legal certainty to, and market stability in, the use of ISDA’s standard documentation in credit default swap transactions, then a $17.1 trillion market.

Represented the bankruptcy estate of a large financial institution in ADR proceedings seeking
indemnification for loan originators’ breaches of representations and warranties on collateral underlying certain mortgage-backed securities.

Successfully defended a private equity fund in an action by an investor alleging securities fraud. Claims were dismissed on summary judgment.

Represented and currently represents investment banks and financial institutions, including Paulson Investment Company LLC and Amev Capital Corp, a subsidiary of a Netherlands insurance company based in the U.S.

Represented Fleet National Bank and its affiliate Fleet Credit Corporation in approximately ten separate financing transactions, until the bank was sold to Banc Boston.

Has represented various companies in acquisition transactions, private financings, and joint ventures, including: Pride Media, Inc., a publication dedicated to the LGBT community; DN Partners, LLC, a Chicago-based private equity fund; Scion Capital LLC, an Atlanta-based private merchant bank; NSG Capital LLC, a Connecticut-based private merchant bank and family office; Boxlight Corporation (NASDAQ: BOXL), a leading provider of products and services to the educational industry; and Gleason Corporation and its affiliate Technibilt Inc., one of the largest manufacturers of shopping carts.

Represented Lehman Brothers, Inc., DH Blair & Co., and Cruttenden Roth LLC (now Roth Capital LLC), in connection with initial public offerings.

Represented GIT Mortgage Investors, a mortgage REIT, in its IPO and follow-on public offering.

Represented CVC Capital Partners in its US$703m acquisition of Teva Pharmaceutical’s non-U.S. Women’s Health assets.

Advised multinational banks in federal antitrust proceedings alleging conspiracy to manipulate benchmark rates.

Represented Metavante Technologies in its US$2.94bn sale to Fidelity National Information Services.

Represented PHH Corporation in its: US$360m sale to Ocwen Financial Corporation; US$912m sale of its non-GNMA MSR portfolio to New Residential Investment Corporation, as well as the entry into a subservicing agreement for 480,000 mortgage loans; US$122m sale of substantially all of its GNMA MSR portfolio to Lakeview Loan Servicing, as well as the sale of its private label servicing business; US$1.4bn sale of its fleet management services business to Element Financial Corporation.

Represented multiple private investment funds in successful litigation involving breakup fees.

Represented various broker dealers in SEC and FINRA enforcement actions.

Represented former portfolio managers in resolving compensation disputes upon termination of employments.

Represented multiple private investment partnerships, broker dealers, and investment advisors, providing counsel on formation and governance issues.