Elaine C. Greenberg

• Representation of several major financial institutions and issuers in connection with the SEC’s Municipalities Continuing Disclosure Cooperation ("MCDC") Initiative.°
• Representation of former CEO and CFO of public company in connection with SEC enforcement action involving financial fraud allegations.°
• Representation of individual in connection with SEC enforcement action involving market manipulation allegations.°
• Representation of major underwriter and broker-dealer in FINRA matter.
• Representation of major financial institution in connection with SEC enforcement action involving compliance policies and procedures related to ETF investments.
• Representation of major financial institution in connection with SEC investigation into the offer and sale of municipal bonds.
• Representation of major financial institution in connection with SEC investigation into practices involving municipal securities.
• Representation of major financial institution in connection with SEC investigation into possible conflicts of interest and pay-to-play activities.
• Representation of major financial institution in connection with SEC investigation involving municipal bond offerings.
• Representation of registered municipal advisory firm in connection with SEC investigation.
• Representation of registered municipal advisory firms in connection with various regulatory compliance issues.
• Representation of Big Four accounting firm in connection with various regulatory compliance issues.
• Representation of major financial institution in connection with various regulatory compliance issues, policies and procedures, and underwriter due diligence training.
• Representation of underwriter in connection with SEC examination of practices involving municipal securities.
• Representation of mutual fund director in SEC investigation.
• Representation of options platform provider in SEC investigation.
• Representation of broker-dealer and associated person in connection with FINRA enforcement matter and subsequent appeals to SEC and U.S. Court of Appeals for D.C. Circuit.
• Representation of major underwriter in connection with FINRA examination of practices involving municipal securities.
• Representation of private companies and officers in connection with SEC investigations involving multiple securities offerings under the EB-5 Immigrant Investor Program.
• Representation of private companies in connection with various SEC matters alleging violations of the registration provisions of the Municipal Advisor Rule.
• Representation as underwriters’ counsel for two major financial institutions in connection with complex municipal securities transaction.
• Representation of public companies, their officers, directors, and other individuals in connection with various SEC investigations, including those pertaining to issues involving insider trading, SEC filings and reports, disclosures, accounting, financial statements, restatements, valuations, internal controls, conflicts of interest, and related party transactions.
• Representation of various companies in connection with SPAC transactions.
• Representation of numerous issuers, underwriters, and dealers of municipal securities in connection with various SEC investigations and regulatory compliance matters involving SEC and MSRB rules and regulations.
• Representation of broker-dealers in connection with FINRA examinations pertaining to compliance with municipal securities regulations.
• Representation of broker-dealer in connection with issues pertaining to municipal advisor registration and regulation.
• Representation of multiple banking institutions serving as municipal bond trustees in connection with various securities law compliance issues.
• Representation of private company in connection with SEC enforcement action alleging nationwide offering fraud and Ponzi scheme.
• Representation of investment fund and adviser in connection with potential market manipulation by third party.
• Representation of U.K.-based investment management company and investment adviser in connection with SEC and DOJ investigations.
• Representation of associated person of registered investment adviser regarding regulatory issues in connection with SEC examination.
• Representation of real estate investment company in connection with SEC investigation.
• Representation of broker-dealers in connection with SEC Regulation SHO matters.
• Representation of U.S.-based public company with main subsidiary in China in connection with PCAOB and auditing compliance issues pertaining to SEC’s enforcement of Holding Foreign Companies Accountable Act.
• Representation of public company in connection with SEC Section 12(j) proceeding.
• Representation as underwriters’ counsel for two major financial institutions in connection with complex municipal securities transaction.
• Representation of joint venture entity in connection with SEC disclosure and compliance issues.
• Conducted due diligence on various matters in connection with M&A transactions.
• Conducted internal investigation on behalf of public company.
• Representation of CEO of public company in connection with internal investigation.

• In the Matter of The City of Harrisburg, Exchange Act Rel. No. 69515 (2013). First-ever SEC enforcement action charging a municipality with fraud for misleading statements made outside of its securities disclosure documents.°
• In the Matter of State of Illinois, Securities Act Rel. No. 9389 (2013). Second-ever enforcement action brought by SEC against a State, charging it with misleading investors about its pension funding obligations.°
• In the Matter of State of New Jersey, Securities Act Rel. No. 9135 (2010). First-ever enforcement action brought by SEC against a State, charging it with fraudulent misrepresentations and omissions regarding its underfunding of its pension plans.°
• In the Matter of Banc of America Securities, Exchange Act Rel. No. 63451 (December 7, 2010); SEC v. UBS Financial Services Inc., Lit. Rel. No. 21956 (May 4, 2011); SEC v. J.P. Morgan Securities LLC, Lit. Rel. No 22031 (July 7, 2011); SEC v. Wachovia Bank, N.A., Lit. Rel. No. 22183 (Dec. 8, 2011); and SEC v. GE Funding Capital Market Services, Inc., Lit. Rel. No. 22210 (2011). Unprecedented settled enforcement actions against five major financial institutions for their roles in a series of complex, wide-ranging bid-rigging schemes.°
• In the Matter of Goldman, Sachs & Co., Exchange Act Rel. No. 67934 (2012). First-ever "pay-to-play" enforcement action involving undisclosed "in-kind" non-cash campaign contributions.°
• In the Matter of Wells Fargo Brokerage Services, LLC, et al., Securities Act Rel. No. 9349 (2012). Enforcement action involving improper sale of complex products to municipalities.°
• SEC v. Kwame M. Kilpatrick, et al., Lit. Rel. No. 22362 (2012). Enforcement action against former mayor of Detroit and others for "pay-to-play" scheme involving public pension funds investment process.°
• SEC v. Stifel, Nicolaus & Co., Inc., et al., Lit. Rel. No. 22064 (Aug. 10, 2011).  Enforcement action involving sale of unsuitably risky investments to school districts. °
• In the Matter of RBC Capital Markets, LLC, Securities Act Rel. No. 9262 (2011). Action against firm for its role in sale of unsuitable investments to school districts.°

• SEC v. BP p.l.c., Lit. Rel. No. 22531 (2012). Seminal enforcement action against global oil and gas company, charging it with fraudulently misleading investors.°
• SEC v. Timothy S. Durham, James F. Cochran, and Rick D. Snow, Lit. Rel. No. 21888 (2011). Action charging former CEO, Chairman, and CFO of Akron, Ohio-based Fair Finance Company, with orchestrating a $230 million scheme that defrauded 5,200 investors.°
• SEC v. Joseph M. Braas and Michael J. Schlager, Lit. Rel. No. 21797 (2011). Financial fraud action against two senior officers of commercial lending company.°
• SEC v. Richard E. McDonald, et al., Lit. Rel. No. 21350 (2009). Financial fraud case against CEO, president, controller and outside securities counsel.°
• SEC v. Black Box Corporation, et al., Lit Rel. No. 21323 (2009). Settled action against public company, its former CEO and former CFO in connection with stock-options backdating scheme.°
• SEC v. Steven R. Garfinkel and Michael O’Hanlon, Lit. Rel. No. 21106 (2009). Financial fraud case against former CFO and former CEO.°
• SEC v. Tasty Fries, Inc., et al., Lit. Rel. No. 20194 (2007). Financial fraud case against public company, its CEO, and its counsel.°
• In the Matter of Allegheny Health, Education and Research Foundation, Exchange Act Rel.No. 42992 (2000); In the Matter of Albert Adamczak, Exchange Act Rel. No. 42743 (2000); In the Matter of Stephen H. Spargo, Exchange Act Rel. No. 42742 (2000); and SEC v. David W. McConnell and Charles P. Morrison, Lit. Rel. No. 16534 (2000). Financial fraud action against largest Pennsylvania nonprofit health care organization and four of its officers.°

• SEC v. William Buettner, Mark D. Kirstein, and Amy S. Frazier, Lit. Rel. No. 17083 (2001). First SEC enforcement action charging audit engagement partner and managers of major CPA firm with antifraud violations for audit reports that falsely stated that audit and financial statements were prepared in accordance with GAAS and GAAP in connection with financial fraud at largest Pennsylvania nonprofit healthcare organization.°

• SEC v. John Lazorchak, et al., Lit. Rel. No. 22535 (2012). Enforcement action against three health care company employees and four others in an insider trading ring.°
• SEC v. Timothy J. McGee, et al., Lit. Rel. No. 22288 (2012). Insider trading action involving novel application of the misappropriation theory in context of Alcoholics Anonymous relationship.°
• SEC v. Douglas V. DeCinces, Joseph J. Donohue, Fred Scott Jackson and Roger A. Wittenbach, Lit. Rel. No. 22062 (2011); and SEC v. James V. Mazzo, David L. Parker and Eddie C. Murray, Lit. Rel. No. 22451 (2012). Insider trading actions charging former Major League Baseball players and others.°
• SEC v. Matthew H. Kluger and Garrett D. Bauer, Lit. Rel. No. 21917 (2011); and SEC v. Kenneth T. Robinson, Lit. Rel. No. 22345 (2012). Actions charging a corporate attorney, a Wall Street trader, and their middleman, with one of the longest-running insider trading schemes ever. Parallel criminal action by U.S. Attorney's Office for District of New Jersey resulted in precedent-setting prison sentence of 12 years for Kluger, which was the longest sentence in U.S. history for insider trading.°
• SEC v. Nicos Achilleas Stephanou, et al., Lit. Rel. No. 20884 (2009). Insider trading action against Wall Street professionals.°
• SEC v. Jennifer Xujia Wang and Ruben Chen, Lit. Rel. No. 20112 (2007). Emergency insider trading case against two securities professionals.°
• SEC v. Friedman, Billings, Ramsey & Co, Inc., Emanuel J. Friedman et al., Lit. Rel. No. 19950 (2006). Precedent-setting case against registered broker-dealer, its CEO, Chief Compliance Officer, and Head Trader for insider trading, registration, and Exchange Act Section 15(f) policies and procedures violations in connection with short selling securities.°

• In the Matter of Morgan Stanley DW, Inc., Securities Act Rel. No. 8339 (2003). First-ever SEC action charging a broker-dealer with antifraud violations arising from undisclosed conflicts of interest in connection with revenue sharing or "shelf space" arrangements.°
• In the Matter of Massachusetts Financial Services Company, Investment Advisers Act Rel. No. 2224 (2004). First-ever SEC action charging an investment adviser to a mutual fund complex with antifraud violations arising from undisclosed conflicts of interest in connection with revenue sharing or "shelf space" arrangements with broker-dealers.°
• In the Matter of PA Fund Management LLC, PEA Capital LLC, and PA Distributors LLC, Investment Advisers Act Rel. No. 2295 (2004). First ever SEC revenue sharing case in which investment adviser, subadviser and distributor for the PIMCO mutual funds were charged with violations of Investment Company Act.°
• In the Matter of Citigroup Global Markets, Inc., Securities Act Rel. No. 8557 (2005). First-ever SEC case involving broker-dealer's fraudulent sale of Class B mutual fund shares to set the threshold for the violative conduct at US$50,000 in aggregate purchases by customer rather than single purchases of US$100,000; also charged with revenue sharing violations.°
• In the Matter of Putnam Investment Management, LLC, Investment Advisers Act Rel. No. 2370 (2005). Settled action charging fraud in connection with revenue sharing arrangements.°

• In the Matter of Scottrade, Inc., Exchange Act Rel. No. 58012 (2008). Precedent-setting best execution case charging broker-dealer with fraud in connection with its failure to conduct a regular and rigorous review of its customers' Nasdaq pre-open orders.°
• In the Matter of Morgan Stanley & Co. Incorporated, Exchange Act Rel. No. 55726 (2007). Settled action charging fraud for best execution failures.°
• In the Matter of Folger Nolan Fleming Douglas Capital Management, Inc., et al., Advisers Act Rel. No. 2639 (2007). Action charging investment adviser for best execution violations.°

• SEC v. Marek Leszczynski, et al., 12-CIV-7488 USDC SDNY (2012). Action charging brokers with fraudulent markups and markdowns.°
• In the Matter of Janney Montgomery Scott, Exchange Act Rel. No. 64855 (2011). Settled action against broker-dealer for violations of Section 15(g) (formerly 15(f)) of the Exchange Act.°
• In re Bearcat, Inc., et al., Exchange Act Rel. No. 56630 (2007). Action involving unauthorized trading scheme.°
• SEC v. Welco Securities, Inc., et al., Lit. Rel. No. 16253 (1999). Action involving sale of US$60 million of unsuitable investments to customers.°

• SEC v. Deutsche Bank Securities Inc., Lit. Rel. No. 21066 (2009). Settled action against broker-dealer that misled investors about the liquidity risks associated with auction rate securities.°

• In the Matter of Goldman Sachs Execution & Clearing, L.P., Exchange Act Rel. No. 62025 (2010). Settled action involving violations of emergency Rule 204T of Regulation SHO.°

• In the Matter of Foxhall Capital Management, Inc., et al., Investment Advisers Act Rel. No. 3590 (2013). Settled action against investment adviser and its CEO for failing to adopt and implement written compliance policies and procedures.°
• SEC v. Sam Otto Folin, Benchmark Asset Managers LLC, and Harvest Managers LLC, Lit. Rel. No. 22036 (2011). Settled action against investment adviser, its CCO and others for fraud.°
• SEC v. Donald Anthony Walker Young, et al., Lit. Rel. No. 21006 (2009). Emergency action against investment adviser to stop ongoing fraud.°
• SEC v. Mark D. Lay and MDL Capital Management, Inc., Lit. Rel. No. 20713 (2008). Action against investment adviser for defrauding Ohio Bureau of Workers Compensation.°
• In the Matter of Yanni Partners, Inc. and Theresa Scotti, Investment Advisers Act Rel. No. 2642 (2007). Settled conflict of interest action against investment adviser and pension consultant and its president, whose institutional clients had more than US$21 billion in assets.°

• In the Matter of INTECH Investment Management LLC and David F. Hurley, Investment Advisers Act Rel. No. 2872 (2009). First-ever enforcement action against investment adviser and its COO for violations of the proxy voting rule 206(4)-6 under the Advisers Act.°

• SEC v. Gregg M.S. Berger, et al., Lit. Rel. No. 21833 (2011). Action against 11 individuals and entities for international pump-and-dump scheme involving eight stocks.°
• SEC v. George Georgiou, Lit. Rel. No. 20899 (2009). Action involving market manipulation of four stocks.°
• SEC v. National Lampoon, Inc., et al.; SEC v. Advatech Corporation, et al.; SEC v. Alex Kanakaris, et al., Lit. Rel. No. 20828 (2008). Cases against seven individuals and two corporations for market manipulation schemes.°

• SEC v. Westinghouse Air Brake Technologies Corporation, Lit. Rel. No. 20457 (2008); and In the Matter of Westinghouse Air Brake Technologies Corporation, Securities Act Rel. No. 57333 (2008). Settled action charging public company with violating the anti-bribery, books and records, and internal controls provisions of the FCPA.°

• SEC v. Robert Stinson, Jr., et al., Lit. Rel. No. 21584 (2010). Emergency action to stop ongoing $17 million Ponzi scheme by securities law recidivist.°
• SEC v. Joseph Forte, et al., Lit. Rel. No. 20847 (2009). Emergency action to stop ongoing $75 million Ponzi scheme.°
• SEC v. Ralph Gregory Gibbs, Lit. Rel. No. 20503 (2008). Nationwide $21 million offering fraud and Ponzi scheme.°
• SEC v. CBT-Ohio, Ltd., Andrew P. Bodnar, et al., Lit. Rel. No. 16109 (1999). Offering fraud involving Prime bank scheme.°
• SEC v. The Infinity Group Company, et al., Lit. Rel. No. 15462 (1997). Emergency action against promoters of massive Prime Bank scheme where almost $30 million was raised from more than 10,000 investors nationwide in less than a year; able to recover $9 million from offshore accounts.°

• SEC v Petr Murmylyuk, Lit. Rel. No. 22333 (2012). Fraudulent account intrusion scheme involving unauthorized options trading.°
• SEC v. Anatoly Russ, Lit. Rel. No. 20430 (2008). Novel account intrusion case against Russian citizen who engaged in fraudulent scheme to control the prices at which he purchased and sold options on a bond Exchange Traded Fund (ETF).°

• SEC v. Wilmington Trust Company, Lit. Rel. No. 18759 (2004); and In the Matter of Wilmington Trust Company, Exchange Act Rel. No. 49904 (2004). Action against bank transfer agent for recordkeeping and reporting violations.°

• In the Matter of Senetek PLC, Exchange Act Rel. No. 50400 (Sept. 16, 2004). Settled action against company for violating Section 13(a) of the Exchange Act and Regulation FD.°

• In the Matter of Taglich Brothers, Inc. and Richard C. Oh, Securities Act Rel. No. 8489 (2004). Settled action charging violations of Section 17(b) of the Securities Act for failure to disclose fees paid by public company issuers for the firm's dissemination of research to investors.°
• In the Matter of Martin P. Joswick, Securities Act Rel. No. 8133 (2002). Settled action charging Section 17(b) violations.°

°The above representations were handled by Ms. Greenberg prior to joining Greenberg Traurig, LLP.

• Listed, Best Lawyers in America, Litigation - Securities, 2020-2024
• Team Member, National Law Journal, “Washington, D.C. Litigation Department of the Year - White Collar Defense & Special Investigations,” 2022
• Listed, Global Investigations Review 100, 2018-2019
• Listed, The Legal 500 United States, Securities Litigation - Defense, 2015-2018
• SEC Historical Society Oral History, 2014
• SEC Chairman’s Award for Excellence, 2010
• U.S. Attorney’s Office for the Southern District of New York Award in Recognition of Dedication, Investigative Work, and Significant Contributions in connection with Successful Prosecution of Illegal Trading Scheme, 2010
• FBI New York Squad C35 Securities Fraud Award in Recognition of Outstanding Performance and Dedication in Successful Investigation of Illegal Trading Case, 2010

• Member, American Bar Association
• Member, SIFMA Compliance & Legal Society
• Member, National Association of Bond Lawyers
• Member, International Bar Association
• Member, Association of SEC Alumni
• Member, Women’s White Collar Defense Association
• Member, National Association of Women Lawyers