Jonathan A. Forman

Counsel

New York
T +1.212.847.2855
F +1.212.589.4201

Overview

Jonno Forman works with hedge fund and private equity fund managers, investment advisers, broker-dealers, and other financial services 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) and the Financial Industry Regulatory Authority (FINRA), resolving many without charges ever being brought against them. Jonno also advises clients with respect to their compliance programs and transactional due diligence relating to litigation, bribery, money laundering, data privacy, and other legal and reputational risks, including compliance with the Cybersecurity Regulation of the New York Department of Financial Services (NYDFS).

Jonno writes and speaks on the topic of securities and financial regulation and enforcement, highlighting significant developments for legal and compliance personnel, including data privacy and cybersecurity and other regulatory priorities and trends. He 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
  • 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
  • Hedge Fund Legal & Compliance Digest
  • HFM Global
  • HFM Week
  • The Hedge Fund Law Report
  • 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
  • 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.
Regulatory Counseling
  • 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.
  • Counseled registered investment advisers and broker-dealers in connection with SEC examinations – focusing on valuation, trade execution, and compliance with 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 Office of Compliance Inspections and Examinations (OCIE). None of the examinations were referred to the Division of Enforcement.
Internal Investigations
  • 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.
More »

Experience

Government Investigations and Enforcement Proceedings
  • 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.
  • Represents individual in parallel criminal and civil proceedings involving insider trading and false statement charges.
  • Represents individual in parallel DOJ and SEC investigations of suspected market manipulation.
Regulatory Counseling
  • 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.
  • Counseled registered investment advisers and broker-dealers in connection with SEC examinations – focusing on valuation, trade execution, and compliance with 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 Office of Compliance Inspections and Examinations (OCIE). None of the examinations were referred to the Division of Enforcement.
  • 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, and negotiating agreements with service providers.
  • Advised Fortune 50 company on data privacy and cybersecurity compliance in connection with acquisition of regulated business.
  • Advises NYDFS 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 emerging businesses on application of federal securities laws, Bank Secrecy Act (BSA), and anti-money laundering (AML) regulations.
  • Drafted AML policies for cryptocurrency funds and advised on compliance with BSA and other AML laws and regulations.
  • Drafted political contribution policy for asset manager to comply with federal and state pay-to-play rules.
Internal Investigations
  • 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.
  • Conducted an internal investigation of a global investment bank relating to alleged misappropriation of trade secrets.
Commercial Litigation
  • 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.
  • 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

News

News

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 present)

Pro Bono

  • 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.
  • Advised an international nonprofit on trademark, information governance, data privacy, employment, and corporate governance.
  • Counseled various public interest and municipal groups on federal harboring laws.

Industries

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. District Court, Southern District of New York, 2009
  • U.S. District Court, Eastern 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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Data Privacy Monitor
SEC Updates Data Privacy and Cybersecurity Guidance for Registered Firms
By Jonathan A. Forman, Matthew B. Friedman
April 22, 2019
On April 16, 2019, the Office of Compliance Inspections and Examinations (OCIE) of the Securities and Exchange Commission (SEC) issued a risk alert, “Investment Adviser and Broker-Dealer Compliance Issues Relating to Regulation S-P –...
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Data Privacy Monitor
Beware the Ides of March – Is Your NYDFS Cybersecurity Compliance in Order?
By Jonathan A. Forman, Eulonda G. Skyles
March 6, 2019
March is now here and with it the Cybersecurity Regulation of the New York Department of Financial Services (NYDFS) is now in full force and effect, including requirements relating to Third Party Service Providers[1] (e.g., vendors...
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Data Privacy Monitor
NFA's Amended Cybersecurity Guidance Includes New Incident Reporting Requirement
By Jonathan A. Forman
January 17, 2019
Following other regulators, the National Futures Association (NFA) recently amended its cybersecurity guidance to, among other things, impose a new cybersecurity incident reporting requirement on members. Cybersecurity Incident Reporting...
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Blockchain Monitor
Blockchain Developments: Food Supply Chain, Bitcoin ETPs, ICOs and Tech Adoption
By Jonathan A. Forman, Robert A. Musiala Jr.
August 3, 2018
In this issue: • Multiple Pilots Drive Momentum for Leveraging Blockchain in the Food Supply Chain • SEC Rejects Winklevoss Bitcoin Trust, Commissioner Dissents • New Reports Detail ICO Scrutiny and Seek to Provide Clarity • Blockchain...
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Blockchain Monitor
ICOs Avoiding US Citizens Not Immune To Lawsuits In US
By Jonathan A. Forman, Tiffany A. Miao, Marc D. Powers
June 6, 2018
Last summer, the Securities and Exchange Commission (SEC) issued its 21(a) report concluding that, according to the U.S. Supreme Court decision in SEC v. W.J. Howey Co., the DAO token qualified as a “security” under the federal securities...
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