Our financial services practice provides a full range of litigation, regulatory and transactional assistance to businesses in the financial sectors.
The Nature of the Practice
On the transactional and regulatory side, our lawyers represent and advise commercial banks, insurance companies, investment bankers, financial service companies, broker-dealers, investment advisors, hedge funds, all types of CFTC registrants, and investors and traders in securities and commodities. Our lawyers assist in structuring and documenting transactions of all types and sizes and help clients comply with federal and state securities laws, the commodities laws, self-regulatory organizations’ rules and regulations, tax rules, and disclosure requirements. Our lawyers also represent clients — individuals and business entities — against whom disciplinary measures are sought or who have come to the attention of regulatory authorities for various reasons.
On the litigation front, our lawyers handle diverse matters typical to financial services firms. These range from advice with respect to the departure of individual employees to representation in multi-million dollar class action securities litigation. The firm’s lawyers regularly handle matters in state and federal courts throughout the nation and have thorough familiarity with arbitration in a variety of forums, including the Financial Industry Reulatory Authority, National Futures Association, and the American Arbitration Association.
Representative transactional and regulatory matters include the following:
- Forming on-shore and off-shore securities and commodities investment funds and advisory firms;
- Continuously assisting broker-dealers and other clients in their formation, registration, and in ongoing regulatory compliance;
- Analyzing margin and trading rules of futures and options exchanges worldwide, and making recommendations to the DTB, the
- German electronic financial futures exchange;
- Counseling clients in governmental enforcement actions arising from regulatory and compliance matters, including margin and net capital requirements, insider trading, arbitrage, clearing arrangements, and customer protection rules;
- Serving as special counsel to a number of futures exchanges, including acting as special counsel to a principal commodities exchange in its investigation of the financial collapse of an important member firm;
- Obtaining relief from the prohibition on over-the-counter agricultural options to permit a futures commission merchant to offer an innovative options product;
- Obtaining relief on behalf of a client with foreign branch offices from certain duplicative disclosure and other regulatory requirements;
- Assisting with the acquisition of an investment banking firm by a bank holding company, focusing on the federal banking laws and their effect on the transaction and the regulatory approvals necessary to effect the transaction;
Representative litigation matters include the following:
- Handling a Truth In Lending Act class action against our client, a large national bank, relating to a mortgage company. The plaintiffs alleged that our client aided and abetted in the mortgage company’s Truth In Lending Act violations by funding its business and securitizing its loans (i.e. vicarious liability against an investment bank). Ungaretti & Harris attorneys obtained a dismissal for our client on a Rule 12(b)(6) based on statute of limitations and other issues;
- Successfully obtaining dismissal of a Truth In Lending Act claim brought by a lender in trial court and obtaining a landmark decision excepting assignees from liability Truth In Lending Act on Appeal before the United States Court of Appeals for the Seventh Circuit;
- Achieving the dismissal or favorable settlement of a number of other class and derivative actions brought throughout the nation arising out of other limited partnership and investment trust offerings by an international real estate development and investment company, a Dallas real estate developer, a large independent aircraft leasing company, and a real estate development and financing company.
- Representing a national brokerage firm in vigorously enforcing class action judgments against various class members who have sought to contest (in arbitration or in other forums) issues including: the validity and scope of the release; the adequacy of the notice procedure; or the jurisdiction of the district court to enjoin state law claims that seek additional damages by attempting to make “end runs” around the settlement;
- Advising clients and litigating the design, regulation, and sale of derivative products;
- Litigating hundreds of injunctive proceedings for regional and national securities firms involving violations of non-compete agreements and raiding cases by employees;
- Frequently representing clients before the AAA, FINRA, and other self-regulatory organizations, including claims seeking millions of dollars in damages;
- Defending a client in more than 750 expedited arbitrations involving numerous limited partnerships brought in connection with a court-established arbitration process involving potential liability in excess of $60 million;
- Defending a Texas state court action brought by a county that claimed certain CMO derivative securities were unsuitable and misrepresented. The case was settled for a nominal amount;
- Prosecuting securities law and RICO claims of a controlling stockholder against management and professionals of a $50 million privately-held company;
- Defending the CEO of a regional broker-dealer in SEC and SRO enforcement proceedings for failure-to-supervise and financial reporting violations;
- Defending the Chief Financial Officer of an issuer in a federal criminal investigation and a shareholder class action alleging fraud in an initial public offering;
- Defending Chicago Board of Trade T-bond traders in an exchange investigation and a CFTC enforcement action alleging unlawful “Ginzy” trading; and
- Achieving dismissal of federal securities fraud claims arising from purchase of stock by an ESOP in a hostile takeover attempt.
Ungaretti & Harris has the business counseling and legal skills necessary for clients seeking to establish operations, invest, or do business in the United States, and for international clients involved in multi-jurisdictional foreign transactions.
Working with foreign law firms and other international professional, consulting, and financial organizations, Ungaretti & Harris can provide professional assistance on a broad range of domestic and international transactions, including public and private offerings, the formation, acquisition and disposition of businesses, transnational joint ventures and other cooperative arrangements, financings, and a wide variety of other matters.
We offer our clients more than legal skills — we provide business and political counseling to help them fully understand the nuances of doing business in the United States and elsewhere, including ensuring that they are aware of, and in compliance with, the countless laws, rules, and regulations that govern their businesses and transactions.