Paul A. Lieberman, Esq.

• Partner and Co-Chair of Regulatory and Securities Law and Chair of CyberSecurity Law Practices combining three decades of financial services regulatory compliance, litigation and commercial transaction expertise utilizing a client-centric problem solution orientation. Accomplished litigator representing public and private entities in all phases of administrative, state, and federal litigation, and alternate dispute resolution.
• Counsels BD’s, RIAs, Hedge and Mutual Funds, Family Offices, Banks, Insurance Companies/agencies, Captive Insurance entities, public and private companies, non-profits and educational institutions. Maintains effective ‘partnership’ with client senior management, in-house counsels, and all levels of staff.
• Originated established book of clients having diverse legal requirements and capable of expanding with interdisciplinary practice approach to exceed client expectations and grow revenues.

Practice Areas

• Financial Services, Securities/Derivatives and Alternative Investments, Banking, and Insurance
• Transaction Management – Capital Markets Financing and Commercial Contracts
• Litigation, ADR, Regulatory Compliance, Corporate Investigations, White Collar Defense
• Cybersecurity and Data Privacy, Incident Response Analysis
• Employment and Labor, Corporate Governance, Ethics Representative Matters
• Defended international guitar manufacturer and parts supplier in AAA international commercial arbitration asserted by premier competitor for alleged breach of contract, misrepresentation, and fraud.
• Defended software company owner in dispute involving investment banking fees and performance failures.
• Defense of BD’s, RIA’s, officers, and registered/unregistered firm personnel involving DOJ, SEC, CFTC, MSRB, FINRA, CFP Board, state securities and insurance department investigations, enforcement proceedings and appeals.
• Led NJ-based international company’s efforts assessing risks/costs leading to successful creation/registration of Delaware captive insurer.
• Counsel to educational institution and foundation revision of endowment/spending policies, and selection of investment advisor, Board governance, conflicts, ethics issues, cyber incident response.
• Represented BD, RIA and Hedge Fund clients in all phases of formation, regulatory compliance, capital markets/products and business, regulatory and legislative developments, commercial matters and litigation.
• Led Business Line Assurance Review for global bank’s Trust & Fiduciary Division, creating regulatory risk/function matrix, staff training, interviews of business unit stakeholders, on site documentation review, compliance with OTS/OCC/FDIC audit requirements, pre-audit planning. Recommended enhancements to client’s internal audit/examination processes, and training program.
• Counsel to senior management on legal/regulatory developments involving ITSFEA, Glass-Steagall, FIRREA, CERCLA, BSA, AML, FCPA and RICO; participated in defense of Serious Frauds Office investigation.
• Advised Latin America Private Banking group and U.K. Group Compliance re: internal reviews, FSA, EC-92 matters, Companies Act, Insider Trading, Chinese Walls/Confidentiality/Personal Trading and conflicts issues for investment banking groups.
• Transaction management of: corporate/sovereign debt issuances (sole, co-agented and syndicate) of domestic/foreign corporate and sovereign issuers including registered and privately placed MTN’s, FRN’s, capital notes, deposit notes, ESOP debt, preferred stock (auction and remarketed) and CP; equity, and municipal offerings, dealer/selling group/underwriting/placement agent agreements, prospectus/offering circular and supplement/PPM disclosures, negotiated PSA Master Repo/Reverse Repo and Tri-Party agreements, ISDA Master, currency/interest rate swaps, including credit agreements, annexes, confirms and guarantees.
• Counseled global trading desk on regulatory compliance, IT/OMS technology, primary/secondary debt issuance, including Rule 415 shelf registrations, Reg. S/Rule144A/4(2) private placements; liaison with issuer and co-agent’s counsel on event risk disclosures and due diligence matters; developed compliance policies for branch development, supervision, sales/marketing/research departments, and institutional/retail trading desks and support areas.
• Advised financial industry clients on best practices/industry trends re: compliance/regulatory strategic planning, risk management, policies/procedures, AML/KYC/CIP, SARS filings, SARBOX, FCPA, Federal Reserve Act and FRB regulations, code of ethics, business continuity/disaster recovery plans, surveillance and supervision, enterprise contract management, vendor analysis and technology Integration.
• Coordinated BD/IA/Fund regulatory filings, trading surveillance and compliance procedures, including: best execution, Reg SK, Reg S-P, campaign finance, Reg NMS, Reg FD, Reg SHO, IPO Allocations, Prohibited Conduct SEC Guidance, Research Analyst Rules, NASD Rule 3010/3012/3013, conflicts of interest, soft-dollar arrangements.
• As Member of Supervisory Review and Compliance Committee, coordinated IA compliance and managed due diligence/performance reviews per AIMR/GIPS performance standards, and marketing strategies/materials, enhancement of firm’s supervisory procedures, sales practices, surveillance and audit functions, Federal/ SRO/State regulatory matters and litigation defenses.
• Oversight of portfolio management including ERISA, PTE, and QPAM matters, marketing disclosures, asset allocation software tools, holdings disclosure, consistency of fundamental/nonfundamental policies, turnover, style drift, directed brokerage and soft dollar arrangements.
• Assured compliance with client investment guidelines, trading/operational issues including: Rule 206(4)-7, Rule 2a-7 Fund and Rule 38a-1 policies/procedures, advertising/marketing rules, website, email and wireless devices, storage/retrieval matters.
• Coordinated RIA/Fee-based/wrap-fee advisory account compliance, product development and transaction management, including: solicitor/consultant agreements, soft dollar arrangements, principal and agency cross transaction surveillance; lift outs, quarterly performance, audit checklists, compliance reports; annual reviews.
• Prepared NYSE Rule 98 Affiliated Specialist Firm Application.
• Involved in all phases of major civil and “White Collar” criminal defense litigation, including internal investigations, defense of DOJ “red lining” action, securities class actions and Qui Tam claim.
• Interpreted NYSE Floor/Specialist rules and regulations, primary and secondary distributions, private placements, off-board trading, block positioning, arbitrage, installment sales and issuer repurchases.
• As Member of PSA Drafting Committee, responsible for MSRB Rule G-37.
• Rule 144A and Reg. S comment letter Task Force member.
• Marketing efforts, client/association presentations, client alerts.

Professional Experience

• NJ and NY Based 70 Attorney Law Firm: Partner, Practice Group Chair, member and former Chair of Strategic Planning Committee, member of Marketing Committee
• Eaton & Van Winkle, LLP: Partner, member of Strategic Planning Committee (merger with current Law Firm not completed)
• Stark & Stark: Partner
• EMC/Business Edge Solutions: Project Manager and Subject Matter Expert
• Utendahl Capital Partners: General Counsel
• First Montauk Securities Corporation: General Counsel
• Tucker Anthony/Sutro/John Hancock Freedom Securities: Assistant General Counsel; General Counsel to Gabriele, Hueglin & Cashman (bond affiliate)
• Citigroup Office of General Counsel: Assistant General Counsel/VP-Global Corporate Compliance Department, NAFG Compliance Officer, seconded Counsel for Citicorp Aircraft Leasing Division.
• Merrill Lynch & Co (MLPF&S Inc.): Office of General Counsel, VP/Assistant General Counsel; SVP/Assistant General Counsel, Global Debt Financing Division
• NYSE: Office of General Counsel, AVP-SVP, Manager of Member Trading & Surveillance Department
• Perito Duerk & Carlson, P.C. (Washington, D.C): Associate/Sr Associate Attorney
• U.S. Securities & Exchange Commission, Division of Enforcement (Washington, D.C.): Staff Attorney
• U.S. Small Business Administration: OGC, Student Intern

Education

• Washington College of Law, American University, J.D.
• The City College of New York, B.A. Philosophy

Admissions

• New Jersey Supreme Court
• U.S. District Court of New Jersey
• New York Supreme Court
• U.S. District Court of New York, SDNY, EDNY
• U.S. Court of Appeals, Second Circuit, D.C. Circuit
• U.S. Customs Court
• Admitted PHV: California, Florida, Georgia, Illinois, Louisiana, Pennsylvania

Professional Affiliations

• NJ Bar Association, Corporate and Business Law Section
• NY Bar Association, Sections of Banking and Securities Law
• DC Bar Association, Section of Securities, Corporate, Administrative Law and Litigation
• American Bar Association, Sections of Corporation, Banking and Business Law, and Litigation
• Corporate Counsel Association
• Blue and White Mutual Fund Director/Trustee
• Independent Firm Subcommittee Member; developed member firm questionnaire for SEC report on supervisory practices.
• Public Securities Association: G-37 Task Force member; Primary Drafter of G37/G38 Industry Guide.
• Securities Industry Association: member; Anti-money Laundering Strategic Planning Sub-committee; Federal Regulation Committee (’33 Reform Act matters); Panel Speaker/Moderator at various regional and law-compliance SIA sponsored programs.
• U.S. Securities & Exchange Commission Alumni (USSECA)

Round Table Presentation 2024