Justin B. Ettelson

Justin Ettelson focuses his practice on corporate and securities transactions, including securities law and compliance, general corporate matters and broker-dealer and investment adviser regulation. As a member of the Securities Transactions and Regulations, Mergers and Acquisitions, and White Collar and Government Litigation practices, Justin writes frequently on matters related to securities law.

Prior to joining Saul Ewing, Justin was Supervisor of Examiners in the Philadelphia District Office of the Financial Industry Regulatory Authority (FINRA). In this position, he co-managed District operations and developed and executed the District's broker-dealer examination program, including supervising the conduct of examinations for compliance with federal securities laws and FINRA and Municipal Securities Rulemaking Board (MSRB) rules and regulations. He assisted regional attorneys in the prosecution of enforcement actions and counseled FINRA member firms on regulatory and technology issues. Justin also routinely interacted with other self-regulatory organizations and federal and state securities agencies.

Prior to joining FINRA, Justin was a manager in the Examinations Department of the Philadelphia Stock Exchange where he supervised examinations of the Exchange’s market makers, floor brokers and specialists.

Securities Matters

Justin counsels public and private companies regarding compliance with the Securities Act of 1933, the Securities Exchange Act of 1934, and related rules and regulations. He also counsels public companies on maintaining compliance with NASDAQ and New York Stock Exchange listing standards and Over-The-Counter Bulletin Board (OTCBB) eligibility requirements. Specifically, Justin counsel clients with respect to:

  • Registration and listing of securities
  • Periodic reporting on Forms 10-K, 10-Q and 8-K
  • Confidential treatment requests pertaining to SEC filings
  • Proxy statements for annual and special shareholder meetings
  • Section 16 Reporting
  • Private placement of securities in compliance with federal and state registration exemptions • Executive compensation disclosure issues
  • Compliance with Rule 144
  • Director and Officer Questionnaires
  • Director independence and related party transactions

Broker-Dealer and Investment Adviser Regulation

Justin counsels broker-dealers and investment advisers in all aspects of compliance with federal and state registration requirements, the Investment Advisers Act of 1940, and compliance with SEC, FINRA and MSRB rules and regulations. He also advises clients on the design and implementation of compliance programs and systems.

Mergers and Acquisitions

Justin represent both buyers and sellers in a variety of industries in merger and asset transactions, strategic acquisitions and stock sales.

Asset Securitization

Justin also has experience in asset-backed securitizations, most recently, drafting and reviewing, on behalf of investors and issuers, structured settlement securitizations.

Experience

Securities Matters

  • Representation of a NASDAQ-listed biotechnology company focusing on the development of medicines for neurology and psychiatry patients in a $50 million follow-on offering of common stock
  • Representation of a NASDAQ-listed biotechnology company focusing on the development of medicines for neurology and psychiatry patients in a $90 million Rule 144A offering of 7.50% convertible senior subordinated notes
  • Representation of a NASDAQ-listed biotechnology company focusing on the development of medicines for cancer and diabetes/obesity patients in a $200 million Rule 144A offering of 3% convertible senior subordinated notes
  • Representation of a medical device company in a Series A Preferred Stock offering
  • Representation of real estate funds in the private placement of limited partnership interests
  • Representation of issuers in all manner of private placements under Regulation D involving compliance with the Securities Act of 1933 and state securities laws

Broker-Dealer and Investment Adviser Regulation

  • Ongoing consultation regarding compliance with federal and state registration and regulatory requirements
  • Negotiation of broker-dealer branch office affiliation agreements
  • Performance of internal reviews of broker-dealer and investment adviser compliance programs and systems
  • Representation of broker-dealers and investment advisers in connection with FINRA and SEC examinations and investigations
  • Representation of a FINRA registered broker-dealer in the company's merger with a separately registered broker-dealer entity

Mergers and Acquisitions

  • Representation of a NASDAQ-listed specialty chemical company in the acquisition of several nutritional ingredient suppliers
  • Representation of a long-term care operator in its ongoing strategic acquisition of additional facilities totaling in excess of $115 million
  • Representation of the Taiwan-based buyer - one of the world's top 10 solar cell manufacturers - of a solar module manufacturing business and acquisition of a license of related intellectual property
  • Representation of a company that provides business process outsourcing for Medicare, Medicaid and group retiree health plans in connection with the company's sale to a third party buyer for $170 million

Asset Securitization

  • Representation of PartnerRe Capital Markets, Inc., the investment arm of Greenwich, CT and Bermuda-based Partner Reinsurance Group, with respect to many of their ongoing investments, which have amounted to over $400 million in privately-placed notes secured by structured settlement receivables
  • Representation of a structured settlement originator in the merger of eight special purpose entities

News

Resources