At a Glance

Howard chairs the firm's Securities Regulatory Compliance Group.  In addition to his expertise in securities regulatory counseling, Howard is experienced in private equity transactions, SEC and SRO enforcement proceedings, and mergers and acquisitions. He also has extensive experience in public and private securities offerings.

Practices/Industries
Litigation
Broker-Dealer & Securities
Governance Disputes & D&O Litigation
White Collar Defense

Business
Corporate Governance
Mergers & Acquisitions
Private Equity/Venture Capital
Regulatory Compliance
Sarbanes-Oxley

Financial Services
Regulatory Compliance
Securities Litigation

Life Science
Biomed/Biotechnology

Areas of Concentration
  • Securities Regulatory Counseling
  • SEC Enforcement
  • Securities Law
  • Counseling Closely-Held Businesses
  • Mergers & Acquisitions
  • Venture Capital Finance
Education
Miami University (B.A., cum laude, 1979)

Institute of European Studies, London, England (1977-78)

George Washington University (J.D., 1982)
Representative Experience

Securities Regulatory Compliance/SEC Enforcement

  • Represent national and regional brokerage firms and associated persons in connection with investigations, examinations and other compliance and enforcement proceedings brought by federal and state regulatory agencies and self-regulatory organizations.
  • Represent registered investment advisers and investment adviser representatives in connection with compliance, licensing, examination and investigation matters.
  • Represent publicly held corporations, directors and officers and other individuals involved in private investigations, cease and desist proceedings and litigation conducted by the SEC, SRO and state regulatory agencies. 

Securities/M & A/Corporate Finance

  • Extensive experience representing issuers in public and private securities offerings, SEC periodic reporting requirements, venture and seed capital financings, and corporate governance matters.
  • Extensive experience representing public and privately-held companies in mergers and acquisitions, asset sales, LBO's/MBO's, proxy contests, exchange offers, tender offers and other business combinations.
  • Representative industry experience: investment services, technology services, health care, publishing, information services, aluminum casting and extrusion, metal stamping, rubber molding, steel processing, retail, construction, building materials, and residential and commercial real estate development.
  • Former official with the Securities and Exchange Commission, Division of Enforcement, in Washington, D.C.
  • Provide ongoing advice to clients regarding a wide variety of business matters including commercial contracts, employment and severance agreements, commercial loans, shareholder and partnership agreements, corporate governance strategic alliance agreements, distributorship and supply agreements, and shareholder disputes.
Honors & Distinctions

AV Rated - Martindale-Hubbell

Publications & Presentations

Publications
"The Ramifications of the Sarbanes-Oxley Act for Private Companies," The Leading Edge (Spring 2003)
 
"Accountants Serving as Securities Salespersons: Some Cautionary Notes," Ulmer & Berne LLP Business and Tax Law Letter (Spring 2001)

"SEC Looks to Tighten Rules for Fair Disclosure," Crain's Cleveland Business (March 27, 2000)

Presentations
"Hedge Funds," Hot Topics: Financial Services Update 2007 (November 2007)

“Responding to Federal and State Securities Regulatory Investigations,” Cleveland Bar Association Securities Law Institute (February 2007)

"Investment Advisers: Navigating the Regulatory Shoals," Hot Topics: Financial Services Update 2006 (May 2006)

"A Play-by-Play Guide to Internal Investigations," Slam Dunk Corporate Governance (February 2006)

“Venture Capital in the 21st Century,”  SpeakOut Live, Cablevision Public Affairs Television Program (December 1999)

“Dealing with Federal and State Securities Regulatory Authorities,” Cleveland Bar Association Business Litigation Institute (December 1999)

“Corporate Governance Developments - Fiduciary Duties in Change of Control Situations,” Cleveland Bar Association Securities Law Institute (February 1999)

“Impact of the Private Securities Litigation Reform Act,” Ohio Securities Conference, Ohio Department of Commerce, Division of Securities (October 1997)

“Securities Litigation After the Reform Act,” Cleveland Bar Association Securities Law Institute (February 1997)

Professional Affiliations
American Bar Association (Corporation, Banking and Business Law Section)

Cleveland Metropolitan Bar Association (Securities Law Section)

Leadership Cleveland (Member, Class of 2003)
Community Involvement

Y-Haven (Board of Trustees)

ORT America, Cleveland Chapter (Board of Trustees)

Gross Schechter Day School (Former Member, Board of Trustees and Vice President (2003-2006))

American Jewish Committee, Cleveland Chapter (Past President)

Cleveland Jewish News (Past Trustee)

Admissions
State of Ohio