Corporate and Securities

• Enforcement of New Reporting Rules Temporarily Halted by Federal Judge

  12/23/2024

  A federal judge in Texas issued a preliminary injunction on December 3, that suspends Treasury’s enforcement of the new reporting requirements under the Corporate Transparency Act.

• Eighteen Warshaw Burstein Lawyers Named Super Lawyers for 2024

  10/24/2024

  Eighteen Warshaw Burstein lawyers have been named 2024 Super Lawyers in their respective practice areas in the New York Metro area.

• Corporate Transparency Act — Year-End Updates and Compliance Deadlines

  09/24/2024

  In this client alert, Warshaw Burstein Managing Partner Fred Cummings and Partner/ Chair of the Tax Law Group Jason Diener provide year-end updates on the Corporate Transparency Act, whose rules requiring disclosure of entity beneficial ownership are set to take effect in January.

• Warshaw Burstein Advises Nexalin Technology on $5.25 Million Secondary Offering

  07/25/2024

  Corporate partners Martin Siegel and Steve Semian, along with tax partner Jason Diener, represented Nexalin Technology, Inc., as securities and general corporate counsel with respect to Nexalin’s public offering of 2,315,000 shares of common stock, which closed on July 1, 2024.

• National Space Society Names Counsel James A. Wolff to Board of Directors as At-Large Member

  07/08/2024

  The National Space Society (NSS), the preeminent citizen's voice on space exploration, development, and settlement, recently completed elections for its Board of Directors. Warshaw Burstein Counsel James A. Wolff has been named an "at-large" member of the board.

• Meta Materials Announces Update on Short Selling Investigation

  07/03/2024

  Warshaw Burstein's client, Meta Materials Inc., an advanced materials and nanotechnology company, recently announced an update on the short selling investigation undertaken in June of 2023.

• James A. Wolff Joins Warshaw Burstein as Counsel in the Corporate Group

  06/14/2024

  Warshaw Burstein, LLP is pleased to announce James A. Wolff has joined the firm as counsel in the Corporate Group.

• Securities Lawsuit Featured in "Who Got The Work" Column on Law.com

  02/07/2024

  The case of Mullen Automotive, Inc. vs. Clear Street Markets LLC, et. al. was featured in the "Who Got the Work" column in Law.com's Radar publication.

• FingerMotion Inc. Retains Additional Company to Investigate Naked Short Selling

  01/18/2024

  Warshaw Burstein's client, FingerMotion Inc., a mobile data and services company, announced it has retained ShareIntel-Shareholder Intelligence Services to work with Warshaw Burstein and Christian Levine Law Group.

• New York Law Journal Covers Significant Recent Win

  12/18/2023

  The New York Law Journal recently covered the firm's victory in a multi-action LLC dispute in New York State Supreme Court.

• Client Mullen Automotive Files Landmark Federal Spoofing Lawsuit to Combat Artificially Deflated Stock Prices

  12/06/2023

  Christian Attar Law Firm in partnership with Warshaw Burstein, LLP, in association with forensic investigators, have concluded the magnitude of the spoofing is unprecedented, resulting in over 5 billion shares being issued at artificially deflated prices since Company’s Nasdaq debut in November 2021.

• New Rules Requiring Entity Beneficial Ownership Disclosure Set to Take Effect January 1, 2024

  11/28/2023

  U.S. Treasury Department's Financial Crimes Enforcement Center unit rules governing the disclosure of beneficial ownership information are currently set to become effective January 1, 2024. The new rules contain ambiguities regarding certain fundamental definitions, and do not definitively resolve issues regarding access to the beneficial owner information reported as well as mechanical aspects of the reporting procedures.

• Client Mullen Automotive Updates on Broker-Dealer Lawsuit

  10/26/2023

  Client Mullen Automotive released an update on the well-publicized lawsuit against TD Ameritrade, Charles Schwab, National Finance Services and others that intends to expose these brokers for manipulating the MULN stock price via allowing naked shorting and other illegal activities.

• Firm Credited with Success for Recent Court Decision in: "Is This the End of Naked Short Selling?"

  10/26/2023 | Oil Price.com

  In "Is This the End of Naked Short Selling?" an article originally published in OilPrice.com and picked up by Yahoo Finance and on various social media, Warshaw Burstein is lauded for the recent court decision in favor of their client, Harrington Global Opportunity Fund.

• Warshaw Burstein Advises Seller on Rye Record Sale

  10/24/2023

  Frederick R. Cummings, Jr., Managing Partner, and Jordan Kohn, attorney, advised the seller on the recent sale of the Rye Record, a well-read, long-established local publication in Westchester County, New York. The sale enables this local newspaper to continue publication.

• Scilex Holding Company Retains Warshaw Burstein, LLP and Christian Attar Law to Investigate Potential Naked Short Selling and Various Market Manipulation of Its Stock Price

  10/11/2023 | Yahoo! Finance

  Scilex Holding Company, an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products, has retained Warshaw Burstein, LLP and Christian Attar Law to investigate potential naked short selling activities, short positions, lending program activities and constitute market manipulation of its restricted shares of common stock.

• Broker-Dealers Can Be Held Primarily Liable For Failing To Fulfill Their “Gatekeeping Responsibilities” Of Monitoring Their Clients’ Trading Activities

  10/02/2023

  Warshaw Burstein Prevails Against Formidable Opposition from Major Banks and Brokerage Houses

• Warshaw Burstein Market Manipulation Lawsuit Featured on Fox Business, Bloomberg, Various Media Outlets

  09/15/2023

  Warshaw Burstein recently filed a lawsuit in United States District Court, Southern District of New York, on behalf of its client, Mullen Automotive, an emerging electric vehicle manufacturer, against TD Ameritrade, Charles Schwab, National Finance Services and others, alleging that these broker dealers engaged in a scheme to manipulate the share price of the Company’s securities.

• Warshaw Burstein Files Lawsuit on Behalf of Mullen Automotive Against Large Stock Brokerage Firms, Including TD Ameritrade, Charles Schwab, National Finance Services and Others

  08/29/2023

  Warshaw Burstein, LLP, filed a lawsuit in United States District Court, Southern District of New York, on behalf of its client, Mullen Automotive, an emerging electric vehicle manufacturer, against TD Ameritrade, Charles Schwab, National Finance Services and others, alleging that these broker dealers engaged in a scheme to manipulate the share price of the Company’s securities.

• Care Obligations of Broker-Dealers and Investment Advisers

  08/23/2023

  Earlier this year, the SEC staff issued a bulletin setting forth standards of conduct for broker-dealers and investment advisers with respect to their respective care obligations when providing investment advice and recommendations to retail investors (the “Bulletin”).

• Green Market Report Notes FSD Pharma Has Hired Warshaw Burstein to Investigate Potential Market Manipulation

  07/17/2023

  The Green Market Report article says in part, "FSD Pharma Inc. (Nasdaq: HUGE) (CSE: HUGE) hired Houston-based litigation firm Christian Attar Law, along with Alan M. Pollack of the New York City law firm Warshaw Burstein LLP, to co-lead an investigation of any potential naked short selling or other market manipulation of common shares of FSD Pharma."

• Mullen Automotive, EV Company, Adds Warshaw Burstein to Naked Short Selling Investigation

  07/10/2023

  Mullen Automotive stock opened in the green today after the electric vehicle company announced that it had retained ChristianAttar in partnership with Warshaw Burstein, LLP, as part of its investigation into alleged naked short selling.

• Meta Materials Inc. Adds Warshaw Burstein to Investigate Allegations of Market Manipulation

  06/29/2023

  Meta Materials Inc., an advanced materials and nanotechnology company, announced ChristianAttar, a preeminent law firm specializing in securities litigation, has joined forces with Warshaw Burstein and Partner Alan Pollack to help investigate allegations of naked short selling of Meta Materials’ stock.

• Warshaw Burstein Represents Nexalin in International Joint Venture

  06/07/2023

  Corporate partners Martin Siegel, Steve Semian, and Jason Diener represented Nexalin Technology, Inc. in the creation of a formalized joint venture arrangement with Wider Come Limited.

• Marketwatch Reports Tingo Group Hired Warshaw Burstein to Investigate Potential Market Manipulation

  06/01/2023

  Earlier this year, Tingo hired Warshaw Burstein and Christian Levine Law to investigate potential market manipulation related to what the company said are 'false and malicious allegations on certain bulletin boards, social media accounts and websites.'

• Jason Diener Joins Warshaw Burstein as Chair of Tax Group and Partner in Corporate and Securities Group

  03/21/2023

  Warshaw Burstein today announced Jason I. Diener has joined the firm as partner and chair of the Tax Group and partner in the Corporate and Securities Group.

• Warshaw Burstein Promotes Corporate Attorney Steve Semian to Equity Partner

  03/06/2023

  Litigator Maxwell Rubin Promoted to Counsel

• Warshaw Burstein Partners Martin Siegel and Brian Daughney Advise Houston-based Nexalin Technology on $9.6 Million IPO

  09/23/2022

  Corporate partners Martin Siegel and Brian Daughney represented Nexalin Technology, Inc. as securities and general corporate counsel with respect to Nexilin’s initial public offering of 2,315,000 units which closed on September 20, 2022.

• SEC Issues Guidance for Resolving Securities Disputes with Broker-Dealers

  06/27/2022

  The SEC’s Office of Investor Education and Advocacy (“OIEA”) recently published an investor bulletin to educate investors on the legal remedies available for resolving disputes with broker-dealers under the Financial Industry Regulatory Authority (“FINRA”).
   

• WHAT’S IN A NAME? SEC Announces Rule Proposal to Address Fund Names

  06/23/2022

  On May 25, 2022, the U.S. Securities and Exchange Commission (“SEC”) released proposed amendments to Rule 35d-1 (the “Names Rule”), under the Investment Company Act of 1940. The SEC believes that the amendments would enhance transparency in the asset management market and ensure that a fund’s name does not misrepresent the fund’s investments and risks.

• Warshaw Burstein Promotes Corporate Attorney and Commercial Litigator Thomas Filardo to Equity Partner

  04/11/2022

  Warshaw Burstein, LLP announced that Thomas Filardo has been promoted to Equity Partner of the firm.

• SEC Proposes Rule Changes for SPACs to Enhance Disclosure and Protect Investors

  03/31/2022

  by Jordan Kohn and Brian Daughney
  
  Big changes may be on the horizon for special purpose acquisition companies (“SPACs”). The Securities and Exchange Commission (SEC) voted on Wednesday, March 30, 2022, to propose new rules for SPACs which, if adopted, would require SPACs to provide increased investor disclosures focused primarily on their ownership and performance forecasts. The proposed rules and amendments are designed to enhance disclosure and investor protection in initial public offerings (IPOs) by SPACs and in business combination transactions involving shell companies, such as SPACs, and private operating companies.

• 2022 Observations of Examinations of Private Fund Advisers

  03/29/2022 | New York Law Journal

  by Meryl E. Wiener
  
  A discussion of the Private Fund Adviser Risk Alert, published on Jan. 27, 2022 by the Division of Examinations of the SEC, which supplemented the compliance deficiencies observed in its earlier (2020) examination of registered investment advisers that manage private funds.

• Tips for Rebuilding Your Business When Your Referral Base Retires

  02/16/2022 | The New York Law Journal

  by Murray Schwartz
  
  Nothing can stop the clock and keep us from getting older. But nothing so stated should force us into retirement. We older folks can rebuild, we can grow, we can flourish and most important, we can continue to make contributions to an improving world.

• Examining SEC's 2021 Examination Priorities

  04/29/2021

  Examination priorities are released annually. The 2021 priorities highlight nine non-exhaustive areas on which DOE intends to focus during the year.

• Thirteen Warshaw Burstein Lawyers Ranked as 2020 Super Lawyers

  10/29/2020 | Super Lawyers

  Thirteen Warshaw Burstein lawyers were ranked as 2020 Super Lawyers in their respective practice areas in the New York Metro area, including four lawyers who were ranked on the Rising Stars list. 

• Founder of Telehealth Company Highlights Importance of Business Acumen in Legal Counsel for Success

  10/28/2020

  Warshaw Burstein's client Newell Crane credits the legal and significant business experience of partner Murray D. Schwartz as a critical reason why his nascent telehealth company e-Virtual Care was prepared as the COVID-19 pandemic catalyzed a surge in virtual mental health care needs across the country. Learn more about how Murray helped e-Virtual Care in this client testimonial. 

• View a Replay of Our Webinar on Back to Business: Navigating the New Normal

  06/05/2020

  We would like to extend our sincerest appreciation to anyone who attended yesterday's webinar, Back to Business: Navigating the New Normal with Felicia Ennis, Chair of our Employment Law practice, and Frederick Cummings, Jr., Chair of our Corporate Law practice and our Managing Partner. We hope that you found the webinar informative and that it provided a jumping-off point for your own reopening plan. If you should have any questions, please do not hesitate to reach out to us.  
  
  View a replay of the webinar.  

• The New DOL Fiduciary Rule - by Meryl E. Wiener

  07/27/2017

• Thoughts on Valuing Your Business in Connection with a Prospective Sale, Investment or Financing - by Lori Anne Czepiel, Steve Semian and Murray D. Schwartz

  07/21/2017

• Our partner, Fred Cummings, was quoted in an Inc. magazine article dated June 13, 2017 entitled: 40 Simple Daily Rituals for Getting Ahead in Business and Life. The article quoted Fred and other high achieving executives who provided insights into things they do every day that have helped them succeed.

  06/14/2017 | Inc. Magazine

• Supreme Court Applies 5-Year Statute of Limitation to SEC Disgorgement - by Meryl E. Wiener

  06/14/2017

• DOL Fiduciary Rule: 60-Day Delay - by Meryl E. Wiener

  04/28/2017

• SEC Adopts T+2 Settlement Cycle for Securities Transactions - by Meryl E. Wiener

  04/07/2017

• Our partner, Murray Schwartz, was quoted in the March 2017 publication Mergers & Acquisitions. Mr. Schwartz provided insight as to availability of financing to middle-market investors and companies if banks get back into the specialty loan business. Click here to read the article in its entirety.

  03/28/2017 | Mergers and Acquisitions

• Presidential Actions Direct Reconsideration of DOL Fiduciary Rule and The Dodd-Frank Act - by Meryl E. Wiener
   

  02/23/2017

• Warshaw Burstein Partner Scott E. Wortman was interviewed and featured in a Bank Innovation article on the subject of Dodd-Frank and what a regulatory shift may mean for fintechs and lenders at large.

  02/02/2017 | Bank Innovation

• SEC Announces 2017 Exam Priorities - by Meryl E. Wiener

  01/30/2017

• Our partner, Marilyn Selby Okoshi, was quoted in the January 26 publication The Hedge Fund Law Report, in an article entitled "Best Practices for Fund Managers When Entering Into ISDAs: Negotiating Collateral Arrangements."  Ms. Okoshi provided insight on the effect of CFTC rules that impose minimum margin requirements on swap dealers, major swap participants and other regulated institutions with respect to trading certain uncleared swaps.  Click here to read the full article.  

  01/26/2017 | The Hedge Fund Law Report

• Supreme Court Upholds Insider Trading Conviction Involving Family and Friends - by Meryl E. Wiener

  12/21/2016

• 5 Things Every Company Must Do When Seeking Capital - by Murray D. Schwartz

  11/30/2016 | Small Biz Daily

• What Would the Financial CHOICE Act Mean for Fintech? Scott E. Wortman interviewed about what the future holds for the Financial CHOICE Act and the Consumer Financial Protection Bureau.

  11/21/2016 | Bank Innovation

• Our partner Marilyn Selby Okoshi recently presented a two-hour webinar entitled Strategies to Deal with the CFTC's Proposed New Regulations for Algorithmic Trading. Ms. Okoshi was one of two panelists presenting the topic for The Knowledge Group. Click here to read more

  10/26/2016

• Is the CFPB Ruling Important for the Future of Fintechs?

  10/17/2016 | Bank Innovation

  Scott E. Wortman interviewed about whether a federal appeals court decision regarding the constitutionality of the CFPB is important for the future of fintechs—specifically online lenders, which in particular have been subjected to scrutiny by the CFPB.

• SEC Adopts Amendments to Form ADV and Books and Records Rule - by Meryl E. Wiener 

  09/21/2016

• Warshaw Burstein client Fizzics to be featured on Shark Tank
   

  09/15/2016

• Proposed Treasury Regulations Will Limit Valuation Discounts For Family-Controlled Entities - by Peter L. Lese and Robert P. Wittes

  08/30/2016

• Maxwell Breed, Bruce Wiener and Slava Hazin’s successful defeat of an LLC dissolution petition in Goldstein v. Pikus has once again received coverage in the New York Law Journal—this time in an August 8, 2016 article entitled “Business Divorces in LLCs Happen, Business Prenups Should Too”

  08/08/2016 | New York Law Journal

• SEC Increases Dollar Amount Threshold Test for "Qualified Clients" by Meryl E. Wiener

  07/27/2016

• A Savvy Interview with Meryl E. Wiener

  07/19/2016 | Retirement Savvy

• Tax Benefits of Operating Through an LLC Instead of a Corporation for Home-Based Businesses - by Barry Klingman

  06/23/2016 | Home Business Magazine

• Final Department of Labor Fiduciary Rules - by Meryl E. Wiener

  04/29/2016

• Warshaw Burstein Partner Scott E. Wortman was interviewed by S&P Global Market Intelligence for their SNL Financial exclusive story - Civil lawsuit against LendingClub renews concerns about issuing bank model.

  04/22/2016 | S&P Global Market Intelligence

• SEC Announces 2016 Exam Priorities - by Meryl E. Wiener

  02/03/2016

• Decisions in two Warshaw Burstein cases, including Maxwell Breed and Bruce Wiener’s success in defeating an LLC dissolution petitioner in Goldstein v. Pikus, recently received coverage in the January 16, 2016 New York Law Journal in an article entitled LLCs Dominate Business Divorce Cases of 2015.

  01/16/2016

• A Balancing Act: Sec Adopts Final Crowdfunding Rule - by Meryl E. Wiener

  12/17/2015 | Westlaw Journal: Derivatives

• SEC Adopts Final Crowdfunding Rules - by Meryl E. Wiener

  11/24/2015

• On November 5, 2015, Warshaw Burstein Partner Peter Lese, was interviewed by Fox Business News regarding the importance and intricacies of Estate Planning

  11/05/2015

• To Be (Dissolved) or Not to Be (Dissolved) - That Is the Question To Be Addressed by an LLC Operating Agreement - by Slava Hazin and Maxwell Breed

  10/08/2015

• SEC Announces Additional Guidance on 2015 Cybersecurity Examination Initiative - by Meryl E. Wiener

  10/05/2015

• SEC Proposes Amendments to Form ADV and Certain Investment Adviser Act Rules - by Meryl E. Wiener

  07/21/2015

• The EB-5 Program - by Michael Zukerman

  06/05/2015

• SEC Releases New Guidance on Cybersecurity for Investment Managers and Investment Advisers - by Meryl E. Wiener

  05/19/2015

• The SEC Speaks in 2015 - by Meryl E. Wiener

  03/11/2015

• Second Circuit Clarifies Requirements of Insider Trading Liability for Tippees - by Meryl E. Wiener

  01/15/2015

• Clicking Away Your Right to Privacy Agreeing To Certain Terms in an ISP Terms of Service May Waive Your Right to Privacy - By Marc A. Lavaia

  01/09/2015

• SEC Charges Insiders for Failure to Report Stock Holdings - by Meryl E. Wiener

  10/09/2014

• Delaware Chancery Court Upholds Validity of a Bylaw Selecting Out-of-State Forum for Litigating Intra-Corporate Disputes - by Meryl E. Wiener

  09/18/2014

• Tax Aspects Of Purchases And Sales Of Partnership Interests, The Basics - by Barry A. Klingman

  08/01/2014

• SEC Guidance on Investment Adviser Use Of Social Media and Advertising - by Meryl E. Wiener

  05/29/2014

• SEC to Examine Cybersecurity Risks of Broker Dealers and Investment Advisers - by Meryl E. Wiener

  05/14/2014

• 2014 SEC SPEAKS EVENT (Washington, D.C. February 21-22, 2014). Click on this link to read Paul A. Lieberman's summary of the key points addressed at the conference

  03/05/2014

• SEC Proposes Crowdfunding Rules - by Meryl E. Wiener

  11/14/2013

• SEC Lifts Solicitation Ban - by Meryl E. Wiener

  07/23/2013

• Forum Selection Bylaws - by Meryl E. Wiener

  07/08/2013

• Using Social Media To Disclose Information - by Meryl E. Wiener

  04/12/2013

• Find Funding in Lean Times - by Michael Zukerman

  03/01/2013 | Scotsman Guide

• Unlocking Multifamily Bond Financing  - by Michael Zukerman

  07/01/2012 | Scotsman Guide

• Taking Credit Where It’s Affordable - by Michael Zukerman

  04/01/2012 | Scotsman Guide

• Don’t Miss Out on Government Financing - by Michael Zukerman

  03/01/2012 | Scotsman Guide

• SEC and MSRB Withdraw Municipal Advisor Proposals, Advisories - by Meryl E. Wiener

  10/05/2011

• Guide To Investment Adviser Registration, Advisories - by Meryl E. Wiener

  09/12/2011

• Buying Debt to Save a Project - by Michael Zukerman

  08/01/2011 | Scotsman Guide

• Summary and Analysis of Dodd-Frank Rules for Investment Advisers, Advisories - by Meryl E. Wiener

  07/28/2011

• SEC Adopts Rules Implementing Core Provisions of Dodd-Frank That Apply to Investment Advisers,Advisories - by Meryl E. Wiener

  06/23/2011

• SEC Expected to Consider Extending Adviser Registration and Deregistration Deadlines, Advisories - by Meryl E. Wiener

  04/14/2011

• SEC Issues Proposed Rules Requiring Registration of Municipal Advisors, Advisories - by Meryl E. Wiener

  02/24/2011

• Comments Due January 24 on SEC’s Proposals to Implement $100 Million Asset Threshold, Other Dodd-Frank Changes for Investment Advisers, Advisories - by Meryl E. Wiener

  01/18/2011

• Comments Due January 24 on SEC’s Proposed Exemptions from Investment Adviser Registration Mandated by Dodd-Frank, Advisories - by Meryl E. Wiener

  01/18/2011

• SEC Extends Compliance Date for Certain Advisers to Provide Clients with Brochure Supplements, Advisories - by Meryl E. Wiener

  01/06/2011

• SEC Adopts Amendments that Overhaul Form ADV Part 2, Advisories  - by Meryl E. Wiener

  08/25/2010

• Financial Reform Bill Reshapes Investment Adviser Regulation, Advisories  - by Meryl E. Wiener

  07/29/2010

• SEC Adopts Custody Rule Changes for Investment Advisers, Advisories, (January 11, 2010 – updated June 2010) - by Meryl E. Wiener

  01/11/2010

• Insider Trading : A Primer, Advisories  - by Meryl E. Wiener

  10/26/2009

• Effects of the Cuban Decision on the Misappropriation Theory of Insider Trading, Advisories  - by Meryl E. Wiener

  08/05/2009

• SEC’s Proposed Amendments to Custody Rule Would Require Surprise Exams and Internal Control Reports, Advisories  - by Meryl E. Wiener

  06/24/2009

• SEC May Contact Clients for Confirmation of Assets and Transactions, Advisories - by Meryl E. Wiener

  04/06/2009

• Second “Compliance Alert” Cites Common Deficiencies, Effective Practices of Advisers, Funds and Brokers, Advisories - by Meryl E. Wiener

  08/01/2008