Steven M. Malina

Steven M. Malina

Shareholder

Steven M. Malina, formerly an enforcement attorney with the SEC, focuses his practice on a variety of litigation and regulatory matters with representations of financial services industry clients, as well as hedge fund matters and general commercial litigation. He has represented officers, directors, broker-dealers, investment advisors, commercial banks, investment banks, investment management firms, and public issuers in investigations and disciplinary proceedings initiated by the SEC, CFTC, FINRA, FDIC, NYSE, CBOE, CME, and state regulators. In addition, Steve represents clients in related investor class-action, derivative, and other litigation and arbitration. He has also conducted internal investigations on behalf of publicly traded companies and represented committees and executive officers in internal investigations. Steve has represented brokerage firms and their management in customer-initiated cases, and injunction and arbitration proceedings.

Prior to entering private practice, Steve served as First Vice President and Deputy Regional Counsel for a large financial corporation, and was a Senior Attorney in the Branch of Enforcement of the U.S. Securities and Exchange Commission.

Concentrations

  • Financial services litigation
  • Financial services regulatory
  • Securities class action litigation
  • Corporate internal investigations and compliance
  • Commercial litigation and arbitration
  • Wrongful termination and compensation disputes
  • Anti-money laundering
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Capabilities

Experience

  • Representing a pharmaceutical company and its directors in a putative consolidated class and derivative action pending in the Circuit Court of Cook County alleging breach of fiduciary duty, violations of state law, and NASDAQ rules arising out of a reverse triangular merger.
  • Represented a Wisconsin health products company that acquired a pharmaceutical products company by causing its Delaware subsidiary to merge with the acquired company. The parent company was sued in two class actions filed in Cook County, Illinois. The consolidated class action complaint alleged that the parent’s Board breached its fiduciary duties and violated Wisconsin laws that allegedly require the parent’s shareholders to approve the transaction by a 2/3 supermajority vote.
  • Represented a national broker-dealer in a putative class action in the Northern District of Ohio alleging violations of Section 12(a)(1) of the Securities Act of 1933 as well as blue sky and common law claims arising out of transactions in the common stock of Biozoom Technologies, Inc. The Court granted the defendants’ motion to dismiss the second amended complaint.
  • Represented the former Chief Executive Officer and board member of a NASDAQ-listed health care technology company in a putative consolidated class action and related derivative actions pending in the Northern District of Illinois and the Circuit Court of Cook County alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act, breach of fiduciary duty, and corporate waste. The Court granted the defendants’ motion to dismiss the amended complaint.
  • Represented an investment banker in an action filed in the Circuit Court of Cook County, Illinois, alleging breach of fiduciary duty in connection with the alleged misappropriation of a bank acquisition idea. Directed verdict granted in favor of banker and other defendants after a five-day trial.
  • Represented publicly traded companies, committees, and executive officers in conducting internal investigations, including an investigation for an investment bank into its acquisition of a structured products business and the accounting for fees generated in collateralized debt obligation transactions; represented a Chief Executive Officer in an insider trading investigation, an investigation for a large broker-dealer into compliance and supervisory issues in its largest market group; and an investigation for a grocery food chain into trading activities by senior officers.
  • Represented large financial institutions in internal investigations into company-wide sales and supervision of complex financial instruments and business practices. Investigations involved hundreds of interviews of company personnel, including executive management.
  • Represented a lender/underwriter in a putative class action filed in the Central District of California alleging that defendants financed and underwrote an unlawful subprime mortgage lending scheme. The complaint alleged violations of RICO, Truth in Lending Act, Equal Credit Opportunity Act, and California's Unfair Competition Law (§17200), as well as common law fraud. The Court granted the defendant's motion to dismiss the second amended complaint.
  • Represented officers and directors of a start-up company in an investor mass action alleging violations of the securities laws in connection with investments in the company. Secured the withdrawal and dismissal of all claims against two defendants and settlement on highly favorable terms against another defendant.
  • Represented registered and unregistered individuals and entities in a substantial number of SEC investigations into potential violations of the anti-fraud, registration, and other provisions of the federal securities laws. Sample representations include former CEOs of medical device and technology companies in SEC investigations of insider trading in their company’s stock.
  • Represented CFO of an investment management company in an SEC investigation concerning alleged violations of the Investment Advisors and Investment Company Acts of 1940.
  • Represented a national bank and a broker-dealer in a state court action alleging statutory and common law claims arising from the sale of interest rate swap agreements. Secured dismissal of all claims by trial court. Trial court judgment affirmed on appeal.
  • Represented a large broker-dealer in a FINRA arbitration alleging, among other things, financial elder abuse under California law. After an eight-day hearing, the panel entered an award dismissing all claims, awarding the respondent its requested attorneys’ fees, and assessing most of the forum fees to the Claimant.
  • Represented an investment bank in a consolidated securities class action concerning the restructuring and subsequent bankruptcy of a bank holding company filed in the U.S. District Court for the District of Delaware. The complaint alleged material misstatements in a proxy statement. The Court granted the defendant's motion for summary judgment.
  • Represented a broker-dealer in a FINRA arbitration alleging breach of fiduciary duty and gross negligence in connection with the company's decision to shut down a client's naked put trading strategy. Client claimed damages of approximately $20 million. After 10 days of hearing, the panel dismissed all claims.
  • Represented a broker-dealer in a contested FINRA disciplinary proceeding alleging complaint reporting violations and a registered representative in a contested FINRA disciplinary proceeding alleging outside business activity violations. Negotiated Letters of Acceptance, Waiver, and Consent in FINRA investigations involving sales of mutual fund Class B/C shares, selling away and outside business activities, and supervision matters.
  • Represented two Chicago Board Options Exchange member firms, their principals and several floor traders in a consolidated disciplinary proceeding instituted by the CBOE Business Conduct Committee. The charges alleged numerous violations of CBOE rules, the Securities Exchange Act of 1934, and the regulations of the Federal Reserve Board. After a contested hearing lasting three days, the Business Conduct Committee dismissed all charges.
  • Represented an investment bank, its former CEO, and others in a derivative action filed in the Circuit Court of Cook County, Illinois, alleging a conspiracy to misappropriate stock option trade routing software. The Court granted the defendants' summary judgment motion, and the Illinois Appellate Court affirmed the trial court decision.
  • Represented broker-dealers, supervisors, and registered representatives in numerous SEC, FINRA, state securities regulator, and exchange investigations into such matters as pay-to-play, micro-cap stock transactions, anti-money laundering, supervision, market manipulation, insider trading, suitability, misrepresentation, and reporting issues. In connection with many of these investigations, Wells submissions were prepared and filed.
  • Represented a large financial institution and its financial advisors in Department of Labor investigations into investment management consulting services provided to Taft-Hartley plans.
  • Represented introducing broker and futures commission merchant in an action filed before the Commodity Futures Trading Commission alleging wrongful account liquidation. The Administrative Law Judge dismissed the complaint after a contested evidentiary hearing.
  • Defended a broker-dealer in a $1.25 million wrongful termination claim brought by a Vice President. After five days of hearing, the panel dismissed all claims.
  • Represented a travel company concern in a declaratory judgment action regarding the bonus payment due the former Chief Executive Officer of a subsidiary under an employment agreement; also retained by the company to defend an action alleging violations of a stock purchase agreement payout provision.

Recognition & Leadership

  • Listed, Super Lawyers magazine, Illinois Super Lawyers, 2006-2018
  • Listed, Leading Lawyers Network, 2009-2019
  • Team Member, U.S. News - Best Lawyers®, Best Law Firms Edition, "Law Firm of the Year," Banking & Finance - Litigation, 2017
  • Listed, The Legal 500 United States
    • Dispute Resolution - Securities Litigation - Defense, 2016
    • Litigation - Securities - Shareholder Litigation, 2013-2015
  • Member, Midwest Chapter of the Association of Securities and Exchange Commission Alumni
    • Regional Co-Chair, 2015-2017
    • Co-Chair, 2008-2009
  • Member, American Bar Association
  • Member, Chicago Bar Association
  • Member, Illinois Bar Association 
  • Member, Securities Industry Association Compliance and Legal Division
  • Member, National Society of Compliance Professionals

Credentials

Education
  • J.D., University of Illinois College of Law, 1987
  • M.B.A., University of Chicago, 1993
  • A.B., University of Michigan, 1983
Admissions
  • Illinois