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William Mack

William B. Mack is a co-chair of the Financial Regulatory & 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.

William advises firms in the FINRA new membership (NMA) and the continuing membership (CMA) processes. William assists firms to develop or amend their written supervisory procedures and compliance manuals.

William routinely represents clients who are negotiating placement agent agreements, foreign finders agreements, clearing agreements, agreements with registered representatives and expense-sharing agreements.

William assists broker-dealers and their associated persons to respond to regulatory examinations and inquiries and provides effective representation in a range of enforcement proceedings with the SEC, FINRA, NYSE, state and foreign regulatory authorities. He regularly prepares and defends witnesses in FINRA on-the-record interviews and SEC testimony. Enforcement matters have involved issues including market manipulation, supervision, customer defalcations, insider trading, anti-money laundering, distribution of unregistered securities, direct market access, market making, soft dollar arrangements, cross border trading, electronic intrusion and customer impersonation, sales practices, supervision, private placements, ETFs, indexes, and other securities products.

William regularly addresses questions with respect to what activities require or are exempt from broker-dealer registration. William assists firms in obtaining guidance, interpretive letters, and no-action relief from FINRA and the SEC with respect to novel securities issues and the creation of new products and services. William also advises clients on cryptocurrency, tokenization, NFTs, DeFi structures, and digital asset exchanges and trading.

Prior to joining the firm, William was a Principal Counsel for Enforcement at FINRA. Before FINRA, he was the Director of the Executive Secretariat in the Office of the U.S. Trade Representative. William also served as a Deputy Associate Counsel at the White House, advising primarily on appointments and investigations. Before the White House, he practiced at large firms in New York. William clerked for Judge Robert L. Carter in the Southern District of New York.

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Use of EB-5 as part of the capital stack for an EB-5 project is a highly complicated prospect. Identifying the right Regional Center or forming a Regional Center and structuring the project so that it is compliant with the myriad of USCIS/DHS rules is a daunting endeavor.

The other very real concern for these projects is how to actually find the investors and fill the EB-5 raise. Most of the EB-5 investors come from China, but other countries are beginning to also see their citizens apply for the U.S. EB-5 program.

How does a project successfully source EB-5 investors? This is something that really needs to be considered before diving into the EB-5 world and has been the topic of numerous articles and blogs (visit Greenberg Traurig’s EB-5 insights blog). Businesses need to beware of resorting to “finders” to help locate investors. Except in very limited circumstances, paying a commission or “success fee” to a finder that is not registered as a broker-dealer violates federal and state securities laws. A company that hires a finder, as well as the company’s directors, officers, and owners, can be liable to investors and sanctioned by regulators for such violations.

This article focuses on the potential pitfalls in sourcing investors from immigration and other attorneys or consultants that are not properly registered.Continue Reading Who Can Source Investors For EB-5 Projects: The World of Finders, Consultants, Attorneys, and Broker Dealers

Section 15(b) of the Securities Exchange Act of 1934 (the Act) requires registration of any broker-dealer effecting securities transactions by means of interstate commerce unless an appropriate exemption is available. In order to register as a broker-dealer in the United States, an application for registration—called Form BD—must be made to the SEC and a self-regulatory organization (SRO), which, in most instances, will be the Financial Industry Regulatory Authority (FINRA).

Form BD asks questions about the background of the broker-dealer and its principals, controlling persons, employees, affiliates, parent entities and subsidiaries. The broker-dealer must meet the statutory requirements to engage in a business that involves high professional standards, and quite often includes the more rigorous responsibilities of a fiduciary. Form BD is filed on FINRA’s Central Registration Database, an online system designed by FINRA and the state regulators to centralize broker-dealer registration. Once filed, the SEC has 45 days to issue an order granting registration or institute a proceeding to determine whether registration should be denied. The SEC does not charge a fee for filing Form BD.Continue Reading Steps to Becoming a Broker Dealer

The Financial Industry Regulatory Authority, Inc. (FINRA) regulates member brokerage firms and exchange markets in the United States.

FINRA is a not-for-profit non-governmental organization that acts as a self-regulatory organization (SRO). SROs were created by the Securities Exchange Act of 1934 to enforce certain industry standards and requirements related to securities trading and brokerage. FINRA is subject to the oversight of the Securities and Exchange Commission (SEC).

FINRA licenses individuals and admits firms to the industry, writes rules to govern their behavior, examines them for regulatory compliance, and disciplines registered representatives and member firms that fail to comply with federal securities laws and FINRA’s rules and regulations. FINRA maintains the Central Registration Depository, a database of all registered individuals and firms. In addition, FINRA provides education and qualification examinations for securities industry professionals.Continue Reading What is FINRA?