Eden Rohrer is a partner in the Corporate, Financial Services and White Collar and Regulatory Enforcement groups of Crowell & Moring’s New York office. Eden concentrates her practice in broker-dealer regulatory, compliance, enforcement, litigation and arbitration matters.
Eden 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 (formerly, NASD and NYSE), state and foreign regulatory authorities. She regularly prepares and defends witnesses in FINRA on the record interviews and SEC testimony. Enforcement matters have involved issues including market timing and late trading of mutual funds, market manipulation, insider trading, anti-money laundering rules, distribution of unregistered securities, net capital requirements, market making, Rule 15c211, Regulation M, sales practices, supervision, private placements in both privately held and publicly traded securities (PIPEs) and special purpose acquisition companies (SPACs), credit default swaps, and other securities.
In addition, Eden has extensive experience in FINRA and AAA arbitrations and state and federal litigation involving a broad range of securities and corporate issues. She has represented brokerdealers in industry disputes as well as defended variety of customer claims concerning allegations of fraud, forgery, unsuitability, churning, misappropriation, improper use of margin, breach of fiduciary duty, failure to supervise, failure to execute, unauthorized trading, breach of contract, misrepresentations and omissions and violations of state and federal securities laws. Her experience includes cases involving IPOs, stocks, options, bonds, limited partnerships, private placements, annuities, mutual funds and other products.
Eden's practice involves all aspects of broker-dealer regulation, including Self Regulatory Organization (SRO) membership, employment, insider trading, research, soft dollar arrangements, chaperoning of foreign broker-dealers, Regulation M, anti-money laundering rules and market making issues.
Eden regularly addresses questions with respect to what activities require or are exempt from broker-dealer registration. She 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. She also provides regulatory guidance to investment banking clients in connection with securities offerings and related trading issues.
Eden advises firms in the preliminary membership process, including the purchase or sale of an existing broker-dealer. She also assists firms in obtaining approval to participate in new business activities, which often includes regulatory approval and a change to the firm's membership agreement. She assists firms to develop or amend their written supervisory procedures and compliance manuals.
Eden regularly advises financial services clients regarding the development of policies and procedures for the use of social media. She is a frequent speaker at industry conferences on this topic, as well as on anti-money laundering and other regulatory issues.
Selected Client Representation
- Represented broker-dealer in successful motion to dismiss in New York State Court alleging claims of unconscionability, unjust enrichment and unilateral mistake seeking rescission of a securities transaction in which client acted as a market maker.
- Represented broker-dealer and supervisory personnel in FINRA market timing and late trading enforcement action.
- Represented broker in action by investor in private placement alleging fraud, obtaining dismissal of all claims upon conclusion of claimant’s case and obtaining expungement of broker’s CRD record.
- Represented broker-dealer and market making firm claimant in arbitration against respondent clearing firm for fraud and obtained award assessing liability against clearing firm acting on behalf of its customer after five day hearing.
- Represented proprietary trading firm claimant in NYSE (now FINRA) arbitration against its clearing firm alleging breach of contract and obtaining favorable settlement in mediation.
- Represented broker-dealer in claim against former trader for recovery of trading losses in arbitration that included allegations of fraud resulting in award after several days of hearings.