Jonathan A. Forman

He | Him | His

Partner

New York
T +1.212.847.2855
F +1.212.589.4201

Overview

Jonno Forman is an experienced litigator and compliance attorney who guides financial services and emerging technology clients through ever-changing federal and state regulations relating to securities, payment and money transmission, data privacy, cybersecurity and information security. As co-leader of the firm’s Financial Services Regulatory and Compliance team, Jonno advises clients at the intersection of technology and financial services, focusing on new investment, payment and blockchain products and services, including cryptocurrencies, digital assets, non-fungible tokens (NFTs), utility tokens, decentralized autonomous organizations (DAOs) and Web 3.0 decentralized applications (DApps and DeFi).

Over the years, Jonno has worked with hedge fund and private equity fund managers, investment advisers, multi-family offices, broker-dealers, banks, trust companies, insurance companies, money services businesses (MSB), payment processors and other financial services, financial technology (fintech) and emerging technology companies and their management to respond to regulatory examinations and government investigations, as well as to resolve complex disputes. Jonno has successfully guided companies and individuals through investigations by the Securities and Exchange Commission (SEC), the Department of Justice (DOJ), the Financial Industry Regulatory Authority (FINRA), the New York State Department of Financial Services (DFS) and various state attorneys general offices and financial regulators, resolving many without charges ever being brought against them.

Jonno also routinely advises clients with respect to their regulatory compliance programs and transactional due diligence relating to litigation, bribery, money laundering, market manipulation, data privacy, information security, cybersecurity, business continuity, and other legal and reputational risks, including compliance with DFS’s Bitlicense and Cybersecurity Regulation, the Bank Secrecy Act (BSA), FinCEN’s anti-money laundering (AML) regulations and OFAC's sanctions programs.

Jonno writes and speaks on the topic of securities and financial regulation and enforcement, highlighting significant developments for legal and compliance personnel, including insider trading, data privacy, information security, cybersecurity, big data, artificial intelligence, blockchain applications, virtual currency, and other regulatory priorities and trends. He is the author of the data privacy chapters of the Practising Law Institute’s investment adviser and fintech treatises, and also has been published and/or quoted by:

  • American Bar Association's Business Law Today
  • BlockTribune
  • Bloomberg BNA's Privacy & Data Security Resource Center
  • Bloomberg BNA's Securities Regulation & Law Report
  • Bloomberg Law
  • Columbia Law School's Blue Sky blog
  • Compliance Reporter
  • Corporate Counsel
  • Corporate Governance Advisor
  • FT Ignites
  • Georgetown University's Advanced eDiscovery Institute
  • Global Banking & Finance Review
  • Global Data Review
  • Hedge Fund Legal & Compliance Digest
  • HFM Global
  • HFM Week
  • The Hedge Fund Law Report
  • Law360
  • Legaltech News
  • New York Law Journal
  • NSCP Currents
  • The Practising Law Institute
  • ThinkAdvisor
  • Wall Street Lawyer
  • Wolters Kluwer Federal Securities Law Reports
  • Wolters Kluwer Insights
  • Wolters Kluwer Securities Regulation Daily

Select 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.

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.

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.
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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.

Recognitions and Memberships

Recognitions

  • New York Metro Super Lawyers "Rising Star" (2014 to 2017)

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

Publications

Alerts

Articles

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.

Prior Positions

  • United Nations International Criminal Tribunal for the Former Yugoslavia, Office of the Prosecutor: Intern
  • U.S. Court of International Trade, Chief Judge Donald Pogue: Intern

Admissions

  • U.S. Court of Appeals, Fourth Circuit, 2023
  • U.S. District Court, Eastern District of New York, 2009
  • U.S. District Court, Southern District of New York, 2009
  • New York, 2007

Education

  • J.D., American University Washington College of Law, 2006, cum laude, American University Law Review, American University Mediation Services, Legal Rhetoric Dean's Fellow
  • B.A., Emory University, 2003, IBM T.J. Watson Scholar

Blog

In The Blogs

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Blockchain Monitor
US Crypto Exchange Consents to $100M DFS Settlement for AML Compliance Failures
By Jonathan A. Forman, Teresa Goody Guillén, Christopher W. Lamb, Keith R. Murphy, Robert A. Musiala Jr., Veronica Reynolds, Joanna F. Wasick
January 23, 2023
On January 4, 2023, the New York State Department of Financial Services (“DFS”) announced that Coinbase, Inc., a major U.S. cryptocurrency exchange, will pay a $50 million penalty and invest an additional $50 million in its compliance...
Read More ->
Blockchain Monitor
Major U.S. Crypto Exchange Consents to $29 Million Penalty for Historic BSA and OFAC Violations Body
By Jonathan A. Forman, Teresa Goody Guillén, Keith R. Murphy, Robert A. Musiala Jr., Veronica Reynolds, Joanna F. Wasick
October 27, 2022
On October 11, 2022, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) and Office of Foreign Assets Control (OFAC) announced a $29 million civil monetary penalty against Bittrex, a major U.S...
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Blockchain Monitor
Treasury Plans Significant Actions to Curb Illicit Digital Asset Financing
By Jonathan A. Forman, Christina O. Gotsis, Robert A. Musiala Jr.
October 19, 2022
As part of a coordinated effort with the U.S. Secretary of State, Attorney General, Secretary of Commerce, Secretary of Homeland Security, Director of the Office of Management and Budget, Director of National Intelligence, and heads of...
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Blockchain Monitor
White House Outlines Key Action Items Based on EO Reports Addressing Digital Assets - Blog
By Kevin R. Edgar, Jonathan A. Forman, Adam D. Gale, Robert A. Musiala Jr.
September 29, 2022
On Sept. 16, 2022, the White House released a Fact Sheet providing key findings and action items arising from the nine reports addressing digital assets that have been submitted to the president to date consistent with the EO. The Fact...
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Blockchain Monitor
SEC Chair Stands Firm: ‘Vast Majority' of Cryptocurrency Tokens Are Securities
By Kevin R. Edgar, Jonathan A. Forman, Teresa Goody Guillén, Robert A. Musiala Jr., Veronica Reynolds, Michelle N. Tanney, Joanna F. Wasick
September 9, 2022
In prepared remarks delivered at the Practising Law Institute’s “SEC Speaks” program on Sept. 8, Chair Gensler emphasized and reiterated his long-standing position that the vast majority of cryptocurrency tokens are securities, and he...
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