KEVIN GALBRAITH

Recent Engagements

• • Our firm was recently engaged by a nationally recognized practice-management firm, Focus Partners, to facilitate an asset purchase agreement under which they were acquired by FLX Networks, “the technology platform dedicated to modernizing, simplifying, and revolutionizing engagement between asset managers, wealth management firms, and financial advisors.” Under their agreement, Focus Partners and FLX Networks will join forces to continue to serve financial advisors in their professional endeavors.
    
    “As a compound company, this acquisition represents a natural vertical integration of an existing partner on the FLX Solutions Exchange. Additionally, it provides a valuable and scalable resource to the wealth management firms and their financial advisors joining FLX Networks,” said Brian Moran, FLX founder & CEO.
    
    “We couldn’t be more excited to join FLX Networks,” said Michael Silver and Eric Sheikowitz, co-founders of Focus Partners. “Practice Management, coaching, and value-added content have never been more important in our industry than they are today. With the power of FLX Networks, we will be able to bring industry-leading solutions to a much broader audience and user base.”
    
    “We see demand and utilization growing further, with engagements at enterprise, branch, and team levels,” said Mark Spina, FLX President and CRO. “Focus Partners has proven themselves one of the best in the business. We are pleased to add this to our solution set for our members in traditional live settings and more modernized on-demand offerings. Overall, Focus Partners will advance FLX’s position as a modern network of investment and business solutions.”
    
    It was our firm’s pleasure and privilege to work with Focus Partners and FLX Networks to complete this deal, working from the Letter of Intent stage through the consummation of the transaction, and we will look forward to their continued mutual success.

 

• • A retired investor has engaged our firm to file a FINRA arbitration against a national FINRA-member broker-dealer. The brokerage firm assured our client that it would invest his retirement assets in a safe portfolio with a focus on fixed income to generate income to fund his living expenses. Instead, it transformed his portfolio into a small group of individual stocks, subjecting him to the extreme market volatility that has characterized the U.S. equities markets for the past several years. When our client reiterated his investment objectives and risk tolerance, explaining that these were the assets he was counting on going forward and he could not risk their loss, the firm’s financial advisor insisted that he should “hold” the investments and just wait for the market to regain its earlier levels. Predictably, the unsuitable portfolio suffered even more severe losses due to the misconduct of the broker and his firm. We will ask the arbitrators to award our client sufficient damages to make him whole for the losses he suffered as a result of his broker’s unsuitable recommendations.

 

• • We recently advised senior executives of a Registered Investment Advisor concerning their legal rights under their employment agreements, including the ramifications of certain restrictive covenants contained in those agreements, ensuring that their next professional steps are permissible and reducing litigation risk.

 

• • We recently secured an award of expungement for a financial advisor whose Form U5 unfairly reflected the circumstances of his separation from his prior FINRA-member broker-dealer. We presented evidence to a FINRA arbitrator to demonstrate that he engaged in no wrongdoing and that any technical violation that may have occurred within his back office only occurred due to the staff’s effort to assist elderly clients during the height of the COVID pandemic. The arbitrator concluded that expungement posed no risk to the investing public, the U5 mark did not serve any investor-protection or regulatory purpose and that equity dictated that the mark be expunged. Now, we will work with local counsel in Texas to have the FINRA arbitration award confirmed by a district court.

 

• • We recently represented a Registered Investment Advisor in dealing with a state securities regulator concerning registration requirements. We were able to negotiate a fair settlement on behalf of our client, making clear that its dealings in the state were undertaken in good faith and with full transparency. As a result, despite the finding of a relatively minor registration violation, our client will be permitted to continue serving its clients in the state with the same level of professionalism and service on which it has built its excellent reputation.

 

• • Secured a six-figure FINRA arbitration award on behalf of a financial advisor who was fraudulently induced to join a brokerage firm.

 

• • Representing a financial advisor in navigating an internal investigation and a FINRA investigation

 

• • Defending a financial advisor who was named as a Respondent in a FINRA arbitration

 

• • Representing individuals exploring the private sale of cryptocurrency, including performing due diligence on the purchasers and negotiating the purchase and sale agreements

 

• • Representing three financial advisors seeking expungement of a false and erroneous customer complaints

 

• • Representing a public company in responding to investigations being conducted by the SEC and a state securities regulator concerning a proposed corporate acquisition and the sale of shares to public investors

 

• • Advising a Registered Investment Adviser as it launches and puts in place appropriate legal and compliance framework

 

• • Advising an insurance company in structuring its business to ensure legal compliance and handling regulatory inquiries

 

• • Acting as “outside general counsel” to a Registered Investment Adviser as it navigates a variety of matters, including responding to threatened litigation, reorganization of the business, drafting and implementing new Investment Management Agreements and structuring compensation arrangements with personnel

 

• • Representing a former private-equity senior executive in civil litigations, administrative proceedings, SEC investigation and DOJ investigation

 

• • Counseling a registered representative upon departure from his employer, including advising on Form U5 language, negotiation of promissory note resolution and advising on potential regulatory and other legal exposure concerning loan from Small Business Administration

 

• • Counseling a registered representative upon departure from her employer, including advising on Form U5 language and negotiating a severance package

 

• • Counseling a registered representative concerning a heightened supervision protocol and potential regulatory exposure stemming from sales practices around “structured notes”

 

• • Representing a registered representative in an expungement proceeding to rid his CRD of an inaccurate, meritless and damaging mark

 

• • Negotiated favorable settlements on behalf of multiple public investors who were victims of selling away, failure to supervise and other misconduct by a FINRA-member broker-dealer

 

• • Negotiated favorable settlement on behalf of registered representative who was fraudulently induced to join a FINRA-member broker-dealer

 

• • Representing trust beneficiary in effort to remedy misconduct by trustee

 

• • Representing a corporate client in the entertainment field to recover seven-figure losses that were suffered in a financing fraud

 

• • Represented multiple investors in a tenant-in-common (“TIC”) real estate investment where the investment sponsor and manager usurped a corporate opportunity for itself and inflicted severe financial damage on the investors. After mediation, the defendants paid our clients a seven-figure settlement.

 

• • Represented a financial advisor whose public record was unfairly and inaccurately marked with several customer complaints that were the result of his brokerage firm’s failure to conduct due diligence, rather than any misconduct by our client. After a hearing at FINRA, the arbitrator found in our favor and recommended all the marks be expunged from his record. We then petitioned a court to confirm the arbitration award, and succeeded in that effort. Now, FINRA will remove the marks and our client will be able to continue his career without this inaccurate and harmful information affecting his efforts.

 

• • Representing multiple high-performing research analysts to recover unpaid compensation after they worked an entire calendar year but were denied any bonus compensation, despite a years-long practice—and industry expectation—that good performance will result in substantial bonus awards.

 

• • Represented online advertising platform to recover losses it suffered when a customer failed to pay substantial outstanding bills and misled our client about its plans to satisfy its obligations. Negotiated a favorable settlement.

 

• • Representing a corporate client in litigation to recover damages suffered when former business associates diverted accounts receivable and misled our client’s customers to steal their business.

 

• • Providing ongoing advice to senior municipal bond salesman with institutional clientele regarding FINRA and SEC licensing requirements to ensure regulatory compliance.

 

• • Representing senior financial advisor relating to multiple FINRA Enforcement investigations concerning outside business activities.

 

• • Representing family of investors whose trustee and money manager misled them about investment performance, leading to substantial underperformance and losses.

 

• • Providing ongoing advice to CFO of publicly traded company regarding compliance with company’s insider trading policy and federal securities laws.

 

• • Represented an investor in a FINRA arbitration against her former brokerage firm, a large nationally known firm. The claim was for unauthorized transfers, forgery and failure to supervise. After a six-day hearing, the panel awarded substantial damages in favor of the investor. In ancillary litigation, a New York State trial court confirmed the arbitration award and denied other relief sought by the firm.

 

• • Represented a group of investors in a FINRA arbitration against a hedge fund portfolio manager and the brokerage firms that housed the hedge fund. The claim was for fraud, misrepresentation and failure to supervise. After a five-day hearing, the panel found misconduct and awarded damages.

 

• • Representing an elderly, retired investor in a FINRA arbitration against his former brokerage firm, a large nationally known firm. The claim was for unsuitable recommendations, over-concentration and failure to supervise.

 

• • Representing an investor in a FINRA arbitration against a large regional brokerage firm that sold him an unsuitable tenants-in-common or “TIC” investment, the value of which predictably collapsed and caused substantial damages to our client.

 

• • Representing an elderly, retired investor in a FINRA arbitration against a large national brokerage firm. The claims are for recommending an unsuitable and over-concentrated portfolio of oil- and gas-related “master limited partnership” investments, for negligence and for failure to supervise the recommendations of the firm’s broker for this retirement account.

 

• • Represented an investor in a FINRA arbitration against a large national online brokerage firm. The claim was for negligence and failure to supervise in connection with allowing an identity thief to steal our client’s assets. We were able to secure a substantial six-figure settlement to resolve the matter.

 

• • Representing a hedge fund and its principal in a state-court litigation with the issuer of bonds. Our claims are for failure to honor the terms of the bonds’ offering documents and for damages to business reputation.

 

• • Representing a large regional bank in a FINRA arbitration against its brokerage firm. The claims are for the unsuitable recommendation of a complex derivative instrument, failure to disclose the central risks of the investment and failure to supervise the broker in charge of the account.

 

• • Represented a brokerage firm, a hedge fund and a number of individuals in a FINRA arbitration concerning the alleged entitlement to a $20-million “finder’s fee.”

 

• • Represented a financial advisor who was terminated by a large nationally known brokerage firm. We were able to secure accurate and favorable language to be included on the client’s Form U5, and to ensure that the ensuing FINRA investigation properly resulted in no action being taken against the client.

 

• • Representing a trader in a FINRA arbitration against a national brokerage firm the wrongly terminated his employment, coercively threatened to place a negative mark on his Form U5 and failed to honor firm and industry standards with regard to severance pay.

 

• • Representing two concert-promotion companies and their principal in a federal court litigation concerning alleged losses suffered by investors in the companies. In reality, the losses suffered were simply the result of a failed business venture rather than any misconduct by our clients.
 
• Representing the client of an accounting firm in a state-court litigation. The claims are for breach of contract, negligence and aiding and abetting fraud in connection with the wrongful taking of our client’s assets by a mutual client of the accounting firm.