Benjamin J. Catalano is a Partner in the Corporate Department and is resident in the New York office. He is a member of the Financial Services and Securities Litigation Groups.
Benjamin has extensive experience advising financial services companies on compliance with all aspects of federal and state securities laws and self-regulatory organization (SRO) rules. He represents clients in securities litigation and enforcement matters. He also conducts internal investigation and reviews for financial services companies and other corporate clients on a broad range of subjects pertaining to their businesses.
Compliance:
Benjamin advises U.S. and international banks, broker-dealers, investment advisers, exchanges, clearing agencies and other financial intermediaries on compliance with federal securities laws including the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, Dodd-Frank Wall Street Reform and Consumer Protection Act, Graham-Leach-Bliley, the PATRIOT Act, the Bank Secrecy Act, state blue sky laws, and New York Stock Exchange (NYSE), Financial Industry Regulatory Authority (FINRA) and other SRO rules.
He counsels clients and assists them in developing comprehensive compliance and supervisory programs in areas such as:
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Advertising and Correspondence
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Anti-Money Laundering
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Best Execution
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Cross-Border Trading and Distribution of Research under Rule 15a-6
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Financial Reporting
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Insider Trading/Information Barrier Procedures
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Market-Making, Floor Trading and Specialist Operations
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Net Capital, Custody and Clearance and Settlement including Introducing and Clearing Broker Arrangements
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Recordkeeping
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Licensing and Registration
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Regulation M and IPO Trading Restrictions
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Regulation NMS and Related Market Structure Issues
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Research Restrictions, Disclosures and Regulations AC Certifications
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Rule 10b-18 Corporate Stock Repurchases
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Soft-Dollar and Commission Sharing Arrangements
Prior to the practice of law, Benjamin was the chief compliance officer for the Capital Markets Division of PaineWebber Incorporated (now UBS Financial Services, Inc.). He began his career in the legal and compliance division of Drexel Burnham Lambert Incorporated.
Securities Litigation and Enforcement:
Benjamin represents clients in securities related litigation and enforcement proceedings. He has represented clients in litigations and arbitrations involving suitability, sales practices, unauthorized trading, fraudulent transfers and derivatives transactions. In one such case, Benjamin succeeded in obtaining summary judgment in favor of a broker-dealer that transferred stolen stock certificates in a case of first impression under revised Article 8 of the Uniform Commercial Code in California. The case, Decker v. Yorkton Securities, Inc., the Court of Appeals of the State of California, 1st Appellate District, held that in order to hold a broker liable to a third party with an adverse claim to securities transferred by the broker, the plaintiff must show that the broker had subjective knowledge of a significant probability of the adverse claim.
He has represented financial services companies and individuals in enforcement proceedings before the SEC, NYSE Regulation, FINRA and other SROs in matters involving, among other things:
Benjamin also counsels clients in SEC and SRO examinations and investigations.
Internal Investigation and Reviews:
Benjamin is frequently called on to conduct internal investigations, examinations and reviews of business practices, employee conduct, supervisory systems and operations of financial services companies and other corporations.
He has served as or acted on behalf of the SEC or SRO mandated independent consultant or third party examiner in a number of securities industry enforcement matters. He also has conducted numerous investigations, examinations and reviews to assess compliance with regulatory requirements in various areas for broker-dealers, investment advisers, securities exchanges and other financial service providers.
Examples of some of the matters he has handled include the following:
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Examination of OTC trading and sales practices by a major broker-dealer in response to an SEC administrative proceeding, NYSE hearing panel decision and NASD Acceptance Waiver and Consent (AWC) mandating retention of an independent consultant
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Examination of Trade Allocation Policies and Procedures by a major broker-dealer in response to an NYSE hearing panel decision mandating retention of an outside consultant
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Evaluation of remediation methodology and payments in connection with mutual fund sales subject to NAV transfer programs in response to NASD AWC mandating retention of a Third Party Examiner
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Examination of trade execution and related functions of designated dealers on a major securities exchange
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Investigation of possible insider trading by an employee of a broker-dealer
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Investigation of trading in compliance with NYSE Rule 92 by an NYSE member firm
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Investigation of possible interpositioning by equity traders of a broker-dealer
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Review of business practices relating to the sale of auction rate securities by a broker-dealer
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Review of research distribution and trading practices in compliance with Rule 15 a-6 by a major international bank and its U.S. broker-deal affiliate
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Review of anti-money laundering policies and procedures by a major financial services company and its broker-dealer subsidiaries
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Review of compliance with Regulation NMS by a major broker-dealer
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Review of business practices of a primary research facilitator in compliance with federal and industry standards for prevention of the misuse of material non-public information
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Review of the business practices of a major investment adviser
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