Scott F. Mascianica

Listed in Chambers USA, White-Collar Crime & Government Investigations, 2024-2025 Listed in Lawdragon 500 Leading Litigators in America, White-Collar, Government Investigations, Regulatory Enforcement, 2025-2026 Listed in Securities Docket, Enforcement Elite, 2024-2026 SEC Enforcement Director’s Award, Outstanding Contributions to the Enforcement of Federal Securities Laws, 2014, 2016-2018, 2020 Government Investigation Defense Lead counsel for former CFO of a publicly traded (NYSE) financial services company in connection with an SEC investigation into an accounting restatement and related accounting irregularities. Lead counsel for former named executive officer of a publicly traded (Nasdaq) software company in connection with an SEC investigation into an accounting restatement and related accounting irregularities. Lead counsel for former Audit Committee chairman of publicly traded (Nasdaq) pharmaceutical company in connection with an SEC investigation into company representations and disclosures; investigation closed without enforcement action. Lead counsel for chief investment officer of a large SEC-registered investment adviser in connection with an SEC and DOJ short-and-distort investigation; both investigations closed without enforcement action. Lead counsel for investment syndicator in connection with an SEC investigation into potential misconduct related to securities offerings totaling more than $10 million; investigation closed without enforcement action. Lead counsel for former CFO of publicly traded (Nasdaq) nutrition company in connection with an SEC investigation into company accounting disclosures and financial restatement; investigation closed without enforcement action. Lead counsel for publicly traded (NYSE) multinational financial services company in a FINRA investigation regarding suspicious trading by company employees; investigation closed without enforcement action. Lead counsel for large SEC-registered investment adviser in connection with SEC’s first enforcement sweep concerning hypothetical performance disclosures under New Marketing Rule; favorable settlement reached prior to filing. Co-lead counsel for large SEC-registered investment adviser in connection with SEC investigation concerning potential Rule 105/Regulation M noncompliance; investigation closed without enforcement action. Lead counsel for gaming and esports pioneer in an SEC investigation concerning potential touting and promotional activities involving NFTs; investigation closed without enforcement action. Lead counsel for individual day trader in connection with an SEC insider trading investigation; favorable settlement reached prior to filing. Co-lead counsel for publicly traded (Nasdaq) electric vehicle company in an SEC investigation concerning company representations and promotional activities; investigation closed without enforcement action. Represented Fortune 10 company in connection with parallel SEC and U.S. Department of Justice (DOJ) investigations into possible FCPA violations. Represented registered investment adviser in investigations by the SEC, New York attorney general, and various U.S. attorney offices in connection with alleged pay-to-play practices. Internal Investigation Lead counsel of multidisciplinary investigative team for a large SEC-registered investment adviser concerning various misconduct by supervised persons. Lead counsel for publicly traded (Nasdaq) healthcare services company concerning potential employee misconduct involving communications with analysts. Lead counsel for publicly traded (NYSE) multinational financial services company concerning internal investigation of performance-based executive compensation practices. Lead counsel for publicly traded (Nasdaq) digital services company in an internal investigation into possible multi-year accounting irregularities. Lead investigative counsel for publicly traded (NYSE) multinational financial services company into potential employee misconduct and whistleblower concerns. Lead counsel for privately held wine distribution company into potential misuse of company assets. Lead investigative counsel for a large SEC-registered investment adviser concerning possible front-running trades by supervised persons. Co-lead counsel for virtual trading prop firm concerning investigation into potential noncompliance with SEC and CFTC regulations. Co-lead counsel for a state housing authority in an internal investigation concerning possible cybersecurity breach. Co-lead investigative counsel for a special committee of a workforce safety company concerning possible undisclosed related-party transactions and potential noncompliance by executives with internal policies and procedures. Conducted internal investigation for a Texas healthcare company concerning possible violations of the False Claims Act and various Texas state healthcare regulations. Compliance & Advisory Advised M&A broker concerning compliance with Section 15(b)(13) M&A broker exception to SEC registration. Advised several SEC-registered and state-registered investment advisers in connection with examinations by federal and state regulators. Advised a large SEC-registered investment adviser concerning potential regulatory exposure concerning compliance obligations under the Investment Advisers Act of 1940 (custody rule, surprise examination, and annual compliance review). Advised a large SEC-registered investment adviser on effectuating compliance with regulations concerning prevention of misuse of material nonpublic information. Advised a large SEC-registered investment adviser concerning potential implications from ancillary de-SPAC transaction. Advised a large SEC-registered investment adviser concerning compliance with Exchange Rule 21F-17 regarding whistleblower compliance. Advised multiple entities in connection with current and proposed SEC rules concerning environmental, social and governance (ESG), special purpose acquisition company (SPAC), cybersecurity, private fund, disclosure and whistleblower rules. Receivership & Litigation Work Represented a court appointed receiver in connection with an SEC enforcement proceeding in connection with the administration of a Texas-based foreign exchange company. Represented bankruptcy trustee in matter focused on identifying sham transactions executed by board members of a Texas-based entity. Supervised multiple matters while at the SEC involving the appointment of a receiver, including SEC v. Faulkner, et al., 3:16-cv-01735 (N.D. Tex. 2016). SEC & DOJ Matters Supervised the three of the largest SEC enforcement actions to date involving misconduct in connection with SPAC transactions, obtaining judgments totaling more than $160 million. Supervised more than a dozen confidential investigations into public company issuers, executives and their auditors, several of which resulted in SEC enforcement actions for violations of antifraud, internal accounting controls, disclosure controls and procedures (DCP) and internal control over financial reporting (ICFR) provisions of federal securities laws. Supervised a first-of-its-kind enforcement action for the agency involving fraudulent misconduct on the dark web. Supervised several confidential investigations into registered investment and municipal advisers, including the SEC’s enforcement action against an investment adviser and advisory representative involved in a scheme to bribe several NCAA coaches and student-athletes. Supervised several confidential investigations concerning misconduct involving the sale of digital assets, including one of the SEC’s only actions in the space against an entity for operating an unregistered securities exchange. Supervised multiple SEC enforcement actions against international securities dealers for illegally offering and selling securities-based swaps and their failures to properly register as dealers, with parallel actions by the CFTC. Supervised, investigated and litigated several matters that resulted in the SEC obtaining emergency relief, such as temporary restraining orders, asset freezes and appointments of receivers. Served as primary investigative attorney and then litigator on an $80 million fraud perpetrated by a publicly traded energy company and its management. Investigated and later supervised several SEC enforcement actions involving insider trading by corporate insiders. Prosecuted two individuals for their roles in a scheme to defraud investors of a publicly traded company, with the individuals sentenced to multiyear prison terms.