BEN NAGER has over 25 years of experience in providing regulatory advice to Sidley’s investment banking and fund management clients. Ben is responsible for helping clients navigate through the FINRA Corporate Financing approval process and providing advice with respect to FINRA’s Corporate Financing rules. Ben has helped obtain FINRA approval for hundreds of initial public offerings and secondary offerings by real estate investment trusts (REITs), special purpose acquisition companies (SPACs), banks, corporate entities, commodity ETFs, and commodity pools, including offerings by emerging growth companies and Regulation A offerings. Most of these transactions range in size from hundreds of millions of dollars to several billion dollars in capital raised.
Ben is also responsible for coordinating notice filings with the SEC and the states for Sidley’s hedge fund, commodity pool, and private equity fund clients. Ben oversees the preparation of Form D notice filings with the SEC and applicable state securities regulators, through the EDGAR and EFD filing systems, in respect of private offerings conducted pursuant to Rule 506 under the Securities Act of 1933.
Ben has spearheaded several 50-state remediation projects on behalf of our institutional clients involving registration and exemption issues. These projects have included:
- Large-scale reviews of thousands of trades for exemption availability on behalf of broker-dealers;
- Review of unreported sales on behalf of mutual fund sponsors;
- Review of broker-dealer institutional client exemptions on behalf of broker-dealers;
- Rescission offer coordination under state securities laws;
- Remedial filings across multiple states; and
- Outreach with numerous state securities regulators to resolve these issues.
In addition, Ben routinely provides advice to broker-dealers and investment advisers on registrations, exemptions, and notice filings under state securities and insurance securities laws. Finally, Ben assists our clients with state securities law matters relating to employee benefit plans, municipal securities issuances, insurance company issuances, and many other areas.
Ben is a member of Sidley’s global Securities Enforcement and Regulatory practice, which received the 2019 Chambers USA Award for Financial Services Regulation, and was named the “Law Firm of the Year” for Securities Regulation in 2020 and 2017 by U.S. News – Best Lawyers.