Steven M. Malina

Financial Services Regulatory

• Represents clients in responding to requests from the SEC in its SolarWinds Compromise cybersecurity investigation.
• 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 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 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.

Class Actions

• Represented an investment advisor and its principal in a state court investor class action alleging various breaches of fiduciary duty and conflicts of interest in connection with investments in a mutual fund. After the defendants removed the case to federal court pursuant to the Securities Litigation Uniform Standards Act and moved to dismiss, one of the named plaintiffs moved to remand the case back to state court. The District Court judge ruled that the action was properly removed under SLUSA, denied the motion to remand and dismissed the action with prejudice.
• Represented a Wisconsin pharmaceutical company and its officers and directors in a putative consolidated class and derivative action pending in the Circuit Court of Cook County, Illinois, alleging breach of fiduciary duty, violations of state law, and NASDAQ rules arising out of a reverse triangular merger. GT filed summary judgment and on July 11, 2019, the Circuit Court of Cook County granted summary judgement in its entirety and dismissed plaintiff’s amended class action complaint.
• 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 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 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.

Internal Investigations

• Represented publicly traded companies, committees, and executive officers in internal investigations, including an investigation for an investment bank into its acquisition of a structured products business and 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.

Other Representative Matters

• 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 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 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 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 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.
• 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 to 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.

• Listed, Thomson Reuters, "Stand-Out Lawyers," 2024
• Listed, Business Today, Top 10 Most Influential Litigation: Securities Attorneys in Illinois, 2023
• Listed, Chambers USA Guide, Litigation: Securities, 2021-2023
• Listed, The Best Lawyers in America, Litigation - Securities, 2023-2024
• Listed, Super Lawyers magazine, Illinois Super Lawyers, 2006, 2012, 2014-2018, 2020-2024
• Listed, Leading Lawyers Network, 2009-2024
• Team Member, U.S. News - Best Lawyers^®, Best Law Firms Edition, "Law Firm of the Year," Banking & Finance - Litigation, 2017

• 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
  • Former Editor, Securities Litigation Committee's Annual Broker-Dealer Litigation Survey
• Member, Chicago Bar Association
• Member, Illinois Bar Association 
• Member, Securities Industry Association Compliance and Legal Division
• Member, National Society of Compliance Professionals