Jay co-leads the firm’s Securities Investigations + Enforcement Practice Group. He focuses his practice on complex business litigation, with a special emphasis on defending against shareholder derivative and securities class action litigation. He also represents clients involved in investigations by the U.S. Securities and Exchange Commission (SEC), the Pennsylvania Department of Banking and Securities, and various self-regulatory organizations, including the Financial Industry Regulatory Authority, Inc. (FINRA). He also conducts internal investigations on behalf of clients. Such investigations have included allegations involving the Foreign Corrupt Practices Act (FCPA), whistle blower claims, financial fraud, and civil and criminal violations of various federal and state laws.

Jay also counsels cannabis and CBD industry clients on corporate and regulatory issues, as well as the potential risks both for cannabis-focused companies and non-industry participants doing business with cannabis companies.

Jay previously worked at a public credit card company as senior vice president, general counsel, and chief administrative officer. He began his career as a staff attorney and then branch chief in the Division of Enforcement of the SEC in Washington, D.C.

SEC and Regulatory Investigations

• Represented several issuers in connection with SEC Regulation FD investigations.
• Representing a bank in an SEC investigation related to municipal finance issues.
• Represented a registered investment advisor in connection with an artificial intelligence (AI) washing investigation. Negotiated a favorable settlement on behalf of our client.
• Represented a registered investment advisor in connection with compliance issues. Negotiated a favorable settlement on behalf of our client.
• Represented a hybrid electrical system power source company in connection with an SEC investigation relating to disclosure issues. Also represented the company in a DESPAC investigation, and negotiated a favorable settlement on behalf of our client.
• Represented a grocery company in SEC litigation in the Eastern District of New York concerning to alleged undisclosed related party transactions, internal controls, and disclosures related thereto.
• Represented a software company in SEC investigation relating to disclosures and disclosure controls in connection with a cybersecurity breach. Negotiated a favorable settlement on behalf of our client.
• Representing an accounting consulting firm in a few SEC investigations relating to SPACs.
• Represented a biosciences company in an SEC investigation concerning a restatement and impairment of certain asset; no action taken.
• Represented a pharmaceutical company in an SEC investigation relating to revenue recognition and sales practices; no action taken.
• Represented a Canadian broker-dealer in an SEC investigation relating to certain sales practices and in an unrelated FINRA investigation relating to sales of securities in the U.S.
• Representing a nonprofit organization in an SEC investigation relating to a third party posting messages on its website and causing the stock price of certain pharmaceutical companies to be impacted.
• Represented a cryptocurrency mining company in an SEC investigation.
• Represented a foreign drone manufacturer in connection with an SEC investigation relating to certain public statements regarding sales.
• Represented a foreign biotech company in connection with an SEC investigation relating to disclosures relating to a potential treatment for COVID-19.
• Represented a company selling investments in real estate projects in SEC investigation relating to disclosure and registration issues. The investigation closed with no action taken.
• Represented a biosciences company in connection with an SEC investigation relating to a whistleblower complaint concerning its method of seeking reimbursement for its products. The investigation closed with no action taken.
• Represented an investment advisor in connection with an SEC investigation relating to the calculation of its management fee. A favorable settlement was reached for our client.
• Represented an investment advisor in connection with an SEC investigation relating to payments made to prospective clients. A favorable settlement was reached for our client.
• Representing an issuer in connection with an investigation by the Pennsylvania Department of Banking and Securities relating to securities sales.
• Represented biotechnology company in connection with an SEC investigation relating to an announcement that the company was selling COVID-19 test kits; no action taken.
• Represented an underwriter in connection with litigation brought by Pennsylvania state governmental entities relating to municipal securities issuances; favorable settlement reached.
• Represented a fund manager and principal in connection with a CFTC reparations program claim by alleged investor; favorable settlement reached.
• Represented an investment company in connection with an investigation by the Pennsylvania Department of Banking and Securities; settlement reached.
• Represented a sporting goods manufacturer in connection with an investigation by the Pennsylvania Department of Banking and Securities relating to sales of securities.
• Represented a cloud computing company in an SEC investigation; no action taken against company.
• Represented a nonprofit educational institution in an SEC investigation; no action taken against institution.
• Represented a senior officer of a financial services institution in connection with an SEC investigation relating to loan loss reserve levels; no action taken against client, other parties settled.
• Represented an issuer and principal in SEC investigation of Internet Coin Offering.
• Represented a senior officer of a financial services institution in connection with an SEC investigation of alleged violations of the Investment Advisers Act; after Wells Notice and response, the SEC did not pursue action; other parties settled.
• Represented an oil drilling company in an SEC investigation relating to accounting issues and disclosures to investors; no action taken.
• Represented a Cyprus-based binary options dealer in connection with investigations by the SEC and CFTC.
• Represented a Lebanese financial institution in an SEC enforcement action relating to trading by a customer of the institution; after the SEC had the Southern District of New York freeze the institution’s omnibus account, had account released from the freeze order.
• Represented a pharmaceutical company in connection with an SEC investigation relating to its internal controls; no action taken.
• Represented a financial services institution in connection with an SEC investigation concerning whistleblower retaliation; no action taken.
• Represented a public REIT in connection with an investigation by the Department of Labor; no action taken.
• Represented a health care institution in connection with an investigation by New Jersey law enforcement concerning a patient.
• Represented numerous individuals and issuers in connection with insider trading investigations by the SEC and FINRA.
• Represented a state department of education in connection with an investigation of school districts for cheating on standardized tests; several employees disciplined.
• Represented a client in connection with a federal election law investigation by the DOJ.
• Represented a pharmaceutical company in connection with an SEC investigation of disclosures relating to study results; no action taken.
• Advised a foreign corporation regarding OFAC and FCPA regulations.
• Advised numerous registered investment advisers in connection with OCIE examinations and responses to deficiency letters.

Securities Litigation

• Represented a commercial vehicle electrification solutions provider in a securities class action filed in federal court in the Southern District of New York relating to a de-SPAC merger. Successfully resolved the class action and related SEC enforcement action and shareholder derivative actions in the District of Massachusetts.
• Representing a Canadian electric vehicle manufacturer in a Delaware Chancery Court securities class action in the Southern District of New York in connection with a de-SPAC merger transaction.
• Representing a compliance consultant in litigation against a former hedge fund client in the District of New Jersey.
• Representing a pharmaceutical company in connection with mootness fee demands relating to acquisition of another pharmaceutical company.
• Representing an electric vehicle manufacturer that went public through a merger with a SPAC in a securities class action litigation in the Central District of California and in a related class action case in Delaware Chancery Court, as well as derivative litigation in the Central District of California and the District of Delaware
• Represented a pharmaceutical company in a securities class action litigation in the Eastern District of Pennsylvania involving alleged disclosures made in connection with the company’s efforts to gain FDA approval of a COVID-19 vaccine, and related derivative litigation.  Obtained a complete dismissal with prejudice, which was affirmed by the U.S. Court of Appeals for the Third Circuit.
• Representing an Am Law 200 law firm in a purported RICO class action suit in the District of Delaware relating to claims in connection with sales of securities by the firm’s clients.
• Representing an Am Law 200 law firm in a purported class action suit in the Southern District of Florida relating to claims in connection with sales of securities by the firm’s clients.
• Representing investment advisor in AAA arbitration bought by its former clients alleging misconduct in connection with the management of their portfolio.
• Representing board members of a nontraded REIT in connection with a securities class action litigation pending in New York state court.
• Representing a merchant lender in connection with allegations of violations of Arkansas securities laws in Arkansas state court.
• Representing a public service provider company to nursing homes and its officers in connection with securities class action litigation in the Eastern District of Pennsylvania.
• Representing a public pharmaceutical company and its officers in securities class action litigation in the Eastern District of Pennsylvania.
• Represented a public retail company in connection with a derivative suit in connection with an acquisition by the company in Delaware Chancery Court; settlement reached.
• Represented hedge fund in Chester County Court of Common Pleas in connection with litigation relating to disputes with a public company in which it invested, relating to misconduct by the public company’s directors; after settlement the hedge fund’s slate of directors consisted of a majority of the board.
• Represented a public pet food company and its officers and directors in connection with a securities class action litigation in the District of New Jersey; settlement reached.
• Represented a public pet food company and director in connection with derivative litigation alleging breach of fiduciary duties in the District of New Jersey; settlement reached.
• Represented a purchaser of a retail company in derivative litigation in Bucks County, PA relating to a transaction; case dismissed on the pleadings.
• Represented a seller of a retail company in derivative litigation in Delaware Chancery Court; settlement reached.
• Represented a public retail company in connection with derivative litigation involving its proxy statement; settlement reached.
• Represented a public payday lender and its directors in connection with derivative litigation relating to a merger transaction in Delaware Chancery Court; settlement reached.
• Represented a public payday lender and its officers and directors in a securities class action case in the Eastern District of Pennsylvania; settlement reached.
• Represented a public weight management company in connection with derivative litigation relating to its bylaws in Delaware Chancery Court; settlement reached.
• Represented a public weight management company in connection with derivative litigation in the Montgomery County, PA Court of Common Pleas and the Eastern District of Pennsylvania, alleging that certain executives were excessively compensated; settlement reached.
• Represented the special committee of a non-traded REIT that was acquired in connection with derivative litigation in New York state court; obtained dismissal of all claims.
• Represented the special committee of a non-traded REIT in connection with a merger transaction in the District of Maryland; obtained dismissal of all claims which was upheld by the United States Court of Appeals for the Fourth Circuit.
• Represented a public medical device company and its directors in connection with a derivative suit in the Philadelphia Court of Common Pleas involving claims of breaches of fiduciary duties; obtained dismissal of all claims.
• Represented a public chemical company in connection with allegations of an alleged misleading proxy statement; settlement reached.
• Represented registered representatives in connection with disputes with former broker dealer employers regarding U4 disclosure.
• Represented the former founders of a medical software company in obtaining advancement of legal fees, including 75 percent of fees on fees from Delaware Chancery Court.

Internal Investigations

• Conducted an internal investigation for an Indian Tribe in connection with allegations of wrongdoing by the chairman’s construction company; litigation followed resulting in trial in tribal court and a favorable outcome.
• Conducted an internal investigation of a REIT in connection with allegations regarding valuation of assets.
• Conducted an internal investigation of an international engineering and design company regarding allegations of wrongdoing.
• Conducted an internal investigation of a public REIT in connection with allegations relating to board member conduct.
• Conducted an internal investigation of a public retail company in connection with allegations of employee theft.
• Conducted an internal investigation of a major transportation industry supplier in connection with allegations of fraud.
• Conducted an internal investigation of a sports team in connection with allegations of hazing.
• Conducted an internal investigation in connection with due diligence for a merger transaction relating to potential corrupt payments in China.
• Conducted an internal investigation of a pharmaceutical company in connection with allegations by a whistleblower relating to clinical study results.

• Super Lawyers: Securities Litigation (2025)
• Best Lawyers in America®: Philadelphia Litigation – Securities “Lawyer of the Year” (2026)
• Best Lawyers in America®: Corporate Compliance Law (2026), Criminal Defense: White Collar (2024-2026), Litigation – Securities (2024-2026), Securities / Capital Markets Law (2025-2026)
• Honoree, Securities Enforcement Elite 2024, Securities Docket (2024)
• Chambers USA: Litigation: Securities, Pennsylvania (2021-2025)