Andrew W. Reich

Counsel

New York
T 212.589.4222  |  F 212.589.4201

Andy Reich's practice includes representation of broker-dealers and individuals in investigations and enforcement proceedings by FINRA, other securities self-regulatory organizations (SROs), the SEC and other bodies. After working for several years as a commercial litigator at a major national law firm, Andy worked for several years on the side of the regulators, first as an enforcement attorney for FINRA (then known as NASD), and then as head of enforcement at the Philadelphia Stock Exchange. While at NASD, Andy litigated several disciplinary hearings and appeals, and advised the Member Regulation staff regarding firms’ applications for approval to become members, change ownership or expand business operations.

In his current practice, Andy applies his prior experience in representing clients facing regulatory and governmental inquiries and proceedings, and in advising clients regarding a broad spectrum of broker-dealer and securities issues. Andy focuses his representation of each client on that client's particular needs, seeking to avoid regulatory problems from the outset, or to make them go away with minimal damage to the client. Where the situation calls for litigation, including defending clients in regulatory and administrative proceedings, Andy is fully prepared and capable to litigate to pursue his client's interests. He has spoken at Bar Association events and CLE presentations on subjects including best execution, soft dollar arrangements, SEC regulation of equity-indexed annuities, the role of "cooperation" in SEC investigations, director and officer liability in SEC investigations, and annual developments in SRO enforcement cases.

Select Experience

  • Represented NYSE-listed company that was the subject of an SEC investigation involving potential liability under Rule 10b-5, Regulation FD (Fair Disclosure) and other provisions relating to possible insider trading, market manipulation, deficient controls and procedures for financial reporting, and other issues. Representation resulted in no action instituted against client.
  • Represented financial services firm in obtaining groundbreaking interpretive guidance letter from the SEC staff stating that client's proposed program would not violate the prohibition in Section 402 of the Sarbanes-Oxley Act against personal loans by an issuer to its directors and executive officers.
  • Represented major international financial services firm in commercial litigation in federal and state courts, involving issues including alleged tortious interference and trade secret misappropriation arising from client’s alleged "raid" of employees.
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Experience

Regulatory Investigations
  • Represented numerous broker-dealer and individual clients in investigations by FINRA and other SROs, including matters in which the client was the primary focus of the investigation, which resulted in no disciplinary action taken against the client.
  • Represented NYSE-listed company that was the subject of an SEC investigation involving potential liability under Rule 10b-5, Regulation FD (Fair Disclosure) and other provisions relating to possible insider trading, market manipulation, deficient controls and procedures for financial reporting, and other issues. Representation resulted in no action instituted against client.
  • Played major role in BakerHostetler's service as Third Party Examiner arising from FINRA settlements, in four separate engagements on behalf of major national and regional broker-dealers. As Third Party Examiner, we oversaw, advised on and reported on the broker-dealers' compliance with undertakings including restitution for customers.
  • Subject matters of representations have included equities, municipal securities, and insurance products; FINRA and SEC rules regarding supervision, registration, disclosure, event reporting, trade reporting, trading ahead, interpositioning, short sales (including Regulation SHO), private securities transactions, outside business activities, continuing education, research and gifts; New York State Insurance Regulation 60; and alleged falsification of records and failure to cooperate with regulators or to testify truthfully.
Other Representations of Broker-Dealers and Financial Services Firms
  • Represented financial services firm in obtaining groundbreaking interpretive guidance letter from the SEC staff stating that client's proposed program would not violate the prohibition in Section 402 of the Sarbanes-Oxley Act against personal loans by an issuer to its directors and executive officers.
  • Represented an association of NYSE floor brokers in the SEC comment process and in litigation regarding the NYSE's trading platform.
  • Played major role in BakerHostetler's internal investigation, advice and report to broker-dealer client involving alleged employee misconduct, Form U5 and other issues related to termination of employee trader.
  • Advised broker-dealer client regarding regulatory issues arising from acquisition of client by another broker-dealer.
Litigation and Arbitration
  • Member of the BakerHostetler team serving as court-appointed counsel to the SIPA Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS), handling certain avoidance actions seeking to recover customer property for equitable distribution to BLMIS customers with allowed claims.
  • Represented major international financial services firm in commercial litigation in federal and state courts, involving issues including alleged tortious interference and trade secret misappropriation arising from client’s alleged "raid" of employees.
  • Represented client in commercial litigation in state court, involving issues including alleged breach of shareholders agreement and breach of fiduciary duties arising from client's attempted exercise of contractual provision for sale of shares.
  • Represented clients in FINRA arbitration involving issues including suitability and breach of fiduciary duty.

Memberships

  • American Bar Association
    • Business Law Section, Committee on Federal Regulation of Securities, Subcommittee on Civil Litigation and SEC Enforcement Matters
    • Section, Committee on Securities Litigation
  • Managed Funds Association
  • Securities Industry and Financial Markets Association (SIFMA) Compliance & Legal Division

Services

Industries

Prior Positions

  • Philadelphia Stock Exchange: Head of Enforcement
  • NASD Department of Enforcement, New York Office (District 10): Regional Counsel

Admissions

  • U.S. District Court, Eastern District of New York, 1987
  • U.S. District Court, Southern District of New York, 1987
  • New York, 1987

Education

  • J.D., University of Michigan Law School, 1986
  • B.A., University of Pennsylvania, 1983, cum laude