Education

• Miami University

  (B.A., cum laude, 1979) Institute of European Studies, London, England (1977-78)

• The George Washington University Law School

  (J.D., 1982)

Admissions

• State of Ohio

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.

Client Alerts

• “SEC Proposes Rules Regarding the Independence of Compensation Committees and Advisers,” Ulmer & Berne LLP, Client Alert (October 2011)

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

• “The Future for Private Funds and Their Advisers—More Regulation; Less Private,” Ulmer Financial Services & Securities Litigation Webinar Series (March 2022)
• “Rules of Engagement: Exploring the DOL Fiduciary Rule & Its Effect on Providers of Investment Advice,” Annual Ulmer Financial Services & Securities Litigation Client CLE Seminar (November 2016)
• “Litigation Mitigation,” Winning Ways With IRAs Annual Retirement Industry Trust Association Conference, Roundtable Moderator (October 2016)
• “Going Private,” Securities Law Series (May 2014)
• “Recent Investment Adviser Regulatory Developments: Tweaking or Twerking?,” Financial Services Hot Topics (December 2013)
• “The Latest from the SEC and Federal Reserve – Important Regulatory and Enforcement Actions,” Hot Topics: Financial Services Update (December 2008)
• “Hedge Funds,” Hot Topics: Financial Services Update (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)
• “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 and Class President, Class of 2003)

COMMUNITY INVOLVEMENT

• Cleveland Institute of Art (Board of Directors)
• Ingenuity of Cleveland (Member of Executive Committee)
• Y-Haven (Member of Board of Trustees)
• ORT America, Cleveland Chapter (Member of Board of Trustees)
• Gross Schechter Day School (Former Member, Board of Trustees and Vice President (2003-2006))
• American Jewish Committee, Cleveland Chapter (Past President)

HONORS

• Named to The Best Lawyers in America, Securities/Capital Markets Law; Securities Regulation (2021-2023)
• AV Preeminent Peer Review Rated – Martindale-Hubbell
• Named to the Ohio Super Lawyers list (2013; 2015-2019; 2023)

• Ohio Super Lawyers Recognizes 69 Ulmer Attorneys in 2023 Lists
• Ulmer Attorneys Recognized in The Best Lawyers in America© 2023 Report
• Ulmer Attorneys Recognized in The Best Lawyers in America© 2022 Report