On March 28, 2022, the Securities Exchange Commission (SEC) issued a press release regarding two proposed rules, Rules 3a5-4 and 3a44-2 under the Securities Exchange Act of 1934 (the Act). These proposed rules intend to further define the phrase “as part of a regular business” to identify certain activities that would cause a firm to be considered a “dealer” or a “government securities dealer.”

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Photo of Tracy L. Gerber Tracy L. Gerber

Tracy L. Gerber is Co-Managing Shareholder of the West Palm Beach office and Co-Chair of the firm’s Broker-Dealer Securities Litigation Practice. She is also a member of the firm’s Labor & Employment Practice. Tracy regularly defends major Wall Street brokerage firms, registered investment

Tracy L. Gerber is Co-Managing Shareholder of the West Palm Beach office and Co-Chair of the firm’s Broker-Dealer Securities Litigation Practice. She is also a member of the firm’s Labor & Employment Practice. Tracy regularly defends major Wall Street brokerage firms, registered investment advisers and other financial institutions in a wide variety of employment disputes in arbitration, before administrative agencies, and in state and federal courts nationwide. Tracy has substantial cross-over experience in the regulatory and sales practice arena, having handled numerous SEC, FINRA and state regulatory inquiries, investigations and enforcement proceedings, as well as customer arbitrations. Tracy regularly assists clients in identifying the collateral risks that are often inherent in employment disputes and customer cases involving unique employment related issues. She routinely works with clients on defending parallel employment, regulatory and customer matters to ensure that strategies in each are coordinated, thoughtful and complimentary.

During her career, Tracy has tried more than 50 arbitrations to final award. Tracy is skilled in defending employment claims that implicate unique reputational risk, such as claims brought by current employees, SOX and Dodd-Frank whistleblower claims, U5 defamation claims, gender discrimination and hostile work environment claims, and claims arising out of internal investigations, regulatory inquiries and product controversies. Tracy also assists clients with employment matters at their earliest stages, including pre-dispute mediations and charges and complaints brought before the EEOC, OSHA, and similar state agencies.

Tracy developed the firm’s national arbitrator database, which contains background information and awards history for more than 3,500 arbitrators throughout the United States. Tracy has broad experience in arbitrator selection strategy and causal challenges of arbitrators, having consulted in the selection strategy for more than 1,000 arbitration panels. Tracy serves as an arbitrator for FINRA, and is a frequent speaker on the subject of securities arbitration. Tracy also serves on the faculty of the prestigious Securities Industry Institute at the Wharton School of the University of Pennsylvania.

Photo of William Mack William Mack

William B. Mack is a co-chair of the Financial Regulatory and Compliance Practice. He is experienced in advising companies on regulatory and compliance matters relating to the Securities and Exchange Commission regulations, the Exchange Act, Anti-Money Laundering laws and Financial Industry Regulatory Authority

William B. Mack is a co-chair of the Financial Regulatory and Compliance Practice. He is experienced in advising companies on regulatory and compliance matters relating to the Securities and Exchange Commission regulations, the Exchange Act, Anti-Money Laundering laws and Financial Industry Regulatory Authority (FINRA) rules.

William’s practice involves all aspects of broker-dealer regulation, including Self-Regulatory Organization (SRO) membership, supervision, employment, research, soft dollar arrangements, chaperoning of foreign broker-dealers, social media, use of foreign finders, anti-money laundering rules, alternative trading systems (ATS), exchanges, and market making issues. He also provides regulatory guidance to investment banking clients in connection with securities offerings and related trading issues.

Photo of John D. Owens, III John D. Owens, III

John D. Owens, III focuses his practice on four key areas: (1) representing investors that finance and/or acquire growth stage and emerging companies, including venture capital firms, family offices, private equity firms and other corporate investors, (2) assisting entrepreneurs, early stage businesses, and

John D. Owens, III focuses his practice on four key areas: (1) representing investors that finance and/or acquire growth stage and emerging companies, including venture capital firms, family offices, private equity firms and other corporate investors, (2) assisting entrepreneurs, early stage businesses, and emerging businesses in assessing, strategically planning, and managing their overall legal needs as they progress through critical periods of growth and challenge, (3) representing hedge funds, family offices, and other alternative investment funds in their direct capital market transactions with public companies, and (4) providing general counsel regarding compliance with federal securities laws.

John also provides guidance and transactional support to entrepreneurs, executive management and boards of privately held and public companies in relation to corporate governance practices, including public disclosure requirements, as well as conducting securities offerings and raising capital, national exchange uplistings, and negotiating and documenting corporate and commercial transactions. His experience includes seed and venture capital financings, mergers and acquisitions, joint ventures, divestitures, public offerings, and transactional work in various industries, including FinTech, medical technology, media, international shipping and parcel delivery, e-sports, e-commerce, financial services, health care, manufacturing, retail, agriculture, beverages, opportunity zones, hospitality, sports, music, reality television, and entertainment.

He enjoys building long standing relationships with investors and companies beginning at their earliest stages and assisting them through the development process. John also advises on cross-border transactions, including assisting foreign companies investing in ventures and conducting business in the U.S., and representing domestic clients planning to engage in business abroad, particularly in emerging markets in Africa, Asia and Latin America.

Photo of Taylor N. Patton Taylor N. Patton

Taylor N. Patton is a member of the Litigation Practice in Greenberg Traurig’s West Palm Beach office.