Jonathan A. Forman

Experience

Government Investigations and Enforcement Proceedings

• Represents court-appointed SEC receiver to investigate and institute legal proceedings on behalf of investors and creditors of certain cryptocurrency investment funds.
• Represents SEC registered investment adviser in SEC investigation of fee and expense disclosures.
• Represents emerging technology company and its senior management in responding to government investigation relating to relationship to and marketing of other emerging technology company.
• Represented full-service investment banking and asset management firm in government investigation relating to multiple business email compromises and fraudulent wire transfers resulting from phishing attacks and advised on remediation steps and regulatory compliance obligations.
• Represented payment processing company in government investigation relating to merchant agreements.
• Guided a global pharmaceutical company through an SEC investigation of alleged insider trading.
• Achieved a no-admission settlement of an SEC municipal bond disclosure investigation of a state issuer involving extensive Wells process. No civil penalty or independent compliance consultant was imposed.
• Obtained a no-admission settlement for a registered investment adviser in connection with an SEC enforcement action brought in federal court.
• Obtained a favorable FINRA settlement for a broker-dealer and its executives relating to its private-offering disclosures, sales practices and supervisory systems. No charges were brought against the senior management.
• Obtained a favorable SEC settlement for a foreign individual to resolve a microcap stock market manipulation investigation involving a Wells submission and expedited settlement negotiations.
• Guided individuals, including a hedge fund CEO, through various DOJ and SEC investigations of alleged insider trading. The investigations were terminated favorably for all clients.
• Guided a global investment bank through a DOJ investigation of a private equity investment. The investigation was terminated favorably for the client.
• Part of defense team that represented sitting Congressman in parallel criminal and civil proceedings involving insider trading and false statement charges.
• Represented prominent individual in parallel DOJ and SEC investigations of suspected market manipulation scheme.

Regulatory Counseling and Transactions

• Represents emerging technology company on blockchain governance, including structuring and forming DAO wrapped in an offshore entity.
• Seconded to investment management client as in-house counsel working directly with General Counsel, Chief Operating Officer and Chief Compliance Officer on structuring foreign and domestic investment offerings, negotiating proprietary investments and seeding of emerging third-party hedge fund managers, and advising on various litigation and regulatory issues.
• Advises private equity fund and other sophisticated investors on debt and equity investments in venture capital firm, emerging broker-dealer and franchises.
• Advises on the structuring and formation of private equity and hedge funds for emerging managers.
• Advised fintech company on equity transaction, including appropriate representations and warranties relating to regulatory compliance with payment processing regulations.
• Advised fintech company on equity transaction, including appropriate representations and warranties relating to regulatory compliance with payment processing regulations.
• Advise global consumer products manufacturer and retailer on payment processor regulations relating to its operations between affiliates.
• Advises quantitative investment research firm on corporate governance, data privacy and securities law compliance.
• Advised on Regulation Systems Compliance and Integrity (“Regulation SCI”) compliance for vendors to SCI entities.
• Counseled registered investment advisers and broker-dealers in connection with SEC examinations – focusing on valuation, trade execution, marketing disclosures and compliance with data privacy and security, Regulation S-P, Regulation S-ID and the Business Continuity and Custody Rules – by preparing executives for and representing them during regulatory interviews, supervising document collection and production and guiding clients’ responses to the questions and concerns of the SEC’s Division of Examinations. None of the examinations were referred to the Division of Enforcement.
• Counsels investment advisers on Form ADV and Form CRS disclosures.
• Advised a global investment bank in connection with an SEC examination of its municipal securities business relating to parallel investigations conducted by various federal and state regulators.
• Represented a global investment bank in connection with various FINRA irregular trading inquiries.
• Advises financial services firms on federal and state data privacy and cybersecurity regulations, including revising policies and procedures, drafting incident response plans, conducting tabletop exercises and training, negotiating agreements with service providers and updating disclosures relating to risks and incidents.
• Advised Fortune 50 company on data privacy and cybersecurity compliance in connection with acquisition of regulated business.
• Advises Fortune 50 company on application of late fees to consumer bills.
• Advises insurance companies and other DFS licensees on whether certain incidents constitute Cybersecurity Events for purposes of notifying the Superintendent.
• Obtained expungement of reference to FINRA arbitration proceeding from Central Registration Depository (CRD) records of broker-dealer’s top-performing financial advisors involving successful motion to confirm arbitration award in state court and negotiations with state financial regulator.
• Drafted policies and procedures for registered investment advisers, including with respect to whistleblowers, personal devices (BYOD) and personal trading.
• Advises several prominent global institutions on the minting, distribution and transaction of NFTs, both on exchange platforms and within virtual worlds and metaverses.
• Advises emerging technology businesses on application of federal securities laws, BSA, AML regulations and Financial Action Task Force (FATF) guidance with respect to DApps, smart contracts, counterparty transactions and token creation and distributions.
• Tailors AML programs for emerging technology businesses relating to their use of smart contracts and token generation and distribution.
• Drafted AML policies for cryptocurrency funds and advised on compliance with BSA and AML regulations.
• Drafted political contribution policy for asset manager to comply with federal and state pay-to-play rules.

Internal Investigations

• Conducts incident responses for investment advisers, broker-dealers, public companies, and other regulated businesses that are victims of cyberattacks, including DDoS, phishing, and ransomware attacks, by advising them of their reporting and notification obligations and appropriate remediation steps.
• Conducted an expedited internal investigation of a registered investment adviser involving coordination with law enforcement personnel, its auditor and the SEC, and devising and overseeing the implementation of remedial measures. No investigation was initiated by the SEC, and no charges were brought against the adviser or its senior management.
• Conducted an internal investigation of a global investment bank relating to a private equity offering.
• Advised registered investment adviser conducting internal investigation of a third-party complaint of the conduct of one of its principals and portfolio managers.
• Conducted an internal investigation of a global investment bank relating to alleged misappropriation of trade secrets.

Securities and Commercial Litigation

• Represents directors and senior management defending securities class action and derivative claims brought in federal and state court.
• Obtained an arbitration award for a real estate investment and finance company granting specific performance of a disputed joint venture agreement relating to a portfolio of Manhattan properties with an approximate value of $500 million. After significant motion practice and hearings before the Commercial Division of the Supreme Court of the State of New York and Judicial Arbitration and Mediation Services (JAMS), including temporary restraining order (TRO) proceedings and a five-day trial before JAMS.
• Won summary judgment for a real estate merchant bank dismissing claims relating to a joint venture investment in a Chicago skyscraper. The representation involved significant motion practice and hearings, including TRO proceedings, before the Commercial and Appellate Divisions of the Supreme Court of the State of New York.
• Represented private equity fund in third party discovery in patent litigation involving one of its cybersecurity portfolio companies.
• Represented private equity fund in stockholder dispute with portfolio company.
• Represented SEC registered investment adviser in third party discovery relating to high profile securities class action lawsuit.
• Represented emerging technology company in third party discovery in copyright infringement lawsuit.
• Achieved settlement of parallel proceedings before the U.S. District Court for the Southern District of New York and the Commercial Division of the Supreme Court of the State of New York involving more than $30 million in creditor claims.
• Achieved settlement of misappropriation of trade secrets and other commercial claims against an investment management firm and its principal in the Commercial Division of the Supreme Court of the State of New York for a fraction of the demand amount after winning dismissal of most of the claims, barring most of the damages and staying discovery for over one year.

Memberships

• American Bar Association: Business Law Section
  • White Collar Crime Committee: Vice Chair (2018)
• Securities Industry and Financial Markets Association: Compliance and Legal Society
• National Society of Compliance Professionals

Community

• Humanity in Action
  • Board of Directors
  • Executive Committee of the American Planning Board
  • Senior Fellow
• Anti-Defamation League
  • Lawyers Division
  • Glass Leadership Institute (2017 to 2018)
  • NextGen Board: Lawyers Chair (2018 to 2020)

Pro Bono

• Advised an international nonprofit on trademark, information governance, data privacy, employment and corporate governance.
• Works with the ACLU on exploring impact litigation to achieve public defense reform.
• Defends an unaccompanied child from Honduras in removal and asylum proceedings.
• Defended the City of New York in depositions conducted in connection with a class action gender discrimination case.
• Obtained vacatur and dismissal of a half-million-dollar default judgment erroneously entered against an indigent client.
• Won asylum for a Nepalese democratic student leader who was persecuted by Maoist paramilitary groups.
• Represented indigent criminal defendants before the U.S. District Court for the Southern District of New York, including probation interviews and plea allocution and sentencing hearings.
• Advised the Rwandan government on the transition of cases from the International Criminal Tribunal for Rwanda to the court system in Rwanda.
• Counseled various public interest and municipal groups on federal harboring laws.