Samuel E. Cohen, General Attorney in Philadelphia, Pennsylvania

As Chair of the Securities & Investments Professional Liability Practice Group, Sam represents broker-dealers, registered representatives and registered investment advisors in state and federal court and in Financial Industry Regulatory Authority (FINRA) arbitration proceedings. Sam also represents broker-dealers, registered representatives and registered investment advisors before state and federal regulatory authorities as well as in FINRA investigations, examinations, inquiries and enforcement matters. As well, Sam represents registered representatives in FINRA expungement proceedings. Sam's practice also includes the defense of life insurance agents and brokers, real estate agents and title agents.

From 1996 through 1997, Sam served as a law clerk to the Honorable G. Craig Lord in the Court of Common Pleas of Philadelphia County. Sam graduated from Temple University in 1993 where he received a Bachelor of Business Administration and subsequently his juris doctor in 1996 from Temple University School of Law. At Temple Law School, Sam served as the vice president of his graduating class.

In 2019 Sam was appointed to serve on the Special Olympics PA-Philadelphia Executive Advisory Board. The Executive Advisory Board assists Special Olympics PA-Philadelphia by opening doors to key community and corporate contacts, raising funding for the program, providing high-level support of its strategic objectives and in general, advocating on behalf of its athletes and mission.

Honors & Awards

•AV Preeminent by Martindale-Hubbell
•Pennsylvania Super Lawyers Rising Star (2005-2008)

Classes/Seminars Taught

•Best Interest Reviews: Decoding FINRA Rule 2330 (Variable Annuities), Financial Services Institute OneVoice Conference, January 28, 2025
•Outside Business Activities: Overview and Best Practices for Broker-Dealers, 7th Annual CNA Life Agent and Broker-Dealer Conference, October 5, 2023
•Educational and Technology Tools that May Save You in the Long Run if You Are Named in an Arbitration/Lawsuit, IBDC (Independent Broker Dealer Consortium) Annual Risk Management Conference, May 8, 2023
•Hiring with Caution: How One Bad Apple Can Spoil Your Business, Alternative & Direct Investment Securities Association (ADISA) Annual Conference and Trade Show, October 11, 2022
•Claims Involving Life Insurance Impacting Life Agents and Broker-Dealers, Independent Broker Dealer Consortium (IBDC) Annual Conference, September 2021
•Current Issues Facing Broker-Dealers, Registered Investment Advisors and Their E&O Carriers, Client seminar, June 22, 2021
•Reconciling SEC and FINRA Examinations in Complex Products and Business Practices. Independent Broker Dealer Consortium 10th Annual Risk Management Conference in Amelia Island, Florida, October 2018.
•Department of Labor Fiduciary Rule, Delaware County Estate Planning Council, September 2017
•Reducing Regulatory Exposure: Properly Preparing for FINRA and SEC Regulatory Examination, Independent Broker-Dealer Consortium Annual Conference, September 2017
•Protecting Seniors, A Priority for FINRA, State and Federal Legislators, and Arbitration Panels, 2016 Cadaret, Grant Advisor Forum, October 21, 2016
•Legislative Update on Issues of Concern to Financial Advisors and Independent Broker Dealers, Financial Services Institute, April 2010

Published Works

•'DOL's Retirement Security Rule Imposes New Fiduciary Standards on Financial Services, Insurance Industries,' The Legal Intelligencer, May 10, 2024
•'FINRA Proposal Creates Urgency for Brokers Seeking Expungement of Customer Complaints,' The Legal Intelligencer, May 4, 2023
•'FINRA, the SEC and Congress Aim to Safeguard Senior Investors,' The Legal Intelligencer, May 12, 2022
•'FINRA Proposes Rule to Streamline Broker/Dealers’ Oversight of Outside Business Activities', Aon Advisor Solutions, Summer 2018 Newsletter
•“Protecting Seniors: A Priority for FINRA, Federal and State Legislators, and Arbitration Panels,” Defense Digest, Vol. 22, No. 3, September 2016
•'Protecting Seniors: A Priority for FINRA, Federal and State Legislators, and Arbitration Panels,' Financial Services Institute newsletter, July 2016
•Legal Updates for Securities, regular contributor, 2015-present
•'Bum Rap? Wrap Fee Programs Under Scrutiny,' Westlaw Journal: Securities Regulation & Litigation, October 2014
•Case Law Alerts, regular contributor, 2012-present
•'FINRA Requests Comment On Brokercheck Enhancements,' Defense Digest, Vol. 18, No. 2, June 2012
•'Covenants Not To Compete: Why You May Not Be Able To Work For Your Employer's Competitors,' co-author, AgentsofAmerica.org, January 13, 2009
•'FINRA Moves to Limit Dispositive Motions In Arbitration,' PLUS Journal, Volume XXI, Number 1, January 2008
•'NASD Approves Merger With The New York Stock Exchange,' Defense Digest, Vol. 13, No. 2, June 2007
•'Injured Plaintiff Has No Direct Action Against Tortfeasor's Insurer for Bad Faith,' Pittsburgh Legal Journal
•'Customer Account Statements Must Include Reminder To Customers To Report Inaccuracies In Their Accounts In Writing,' Defense Digest, Vol. 13, No. 2, June 2007
•'529 Plans: Tax Free Withdrawals Now Permanent, But Regulatory Concerns Remain,' Defense Digest, Vol. 13, No. 1, March 2007
•'U.S. Supreme Court Continues Its Strong Support Of Arbitration,' Defense Digest, Vol. 12, No. 2, June 2006
•'Agreements To Arbitrate Upheld By Pennsylvania State And Eastern District Court Despite Alleged Confidential Relationship Between Plaintiff Investors And Defendant Stockbrokers,' Defense Digest, Vol. 11, No. 3, September 2005
•'Judge Reversed On Order Compelling Court Action To Arbitration,' Defense Digest, Vol. 10, No. 1, March 2004
•'NASD Reminds Firm Of Their Discovery Obligations,' Defense Digest, Vol. 10, No. 1, March 2004
•'NASD Members Are Warned To Give Investors Their Required Breaks,' PLUS Journal, September 2003, Vol. XVI, No. 9 and Defense Digest, Vol. 9, No. 2, June 2003
•'Injured Plaintiff Has No Direct Action Against Tortfeasor's Insurer For 'Bad Faith',' Pittsburgh Legal Journal, June 9, 1998
•'No Assignment -- No Excess Garnishment,' Defense Digest, Vol. 4, No. 3, June 1998

Results

Defense Verdict Secured in FINRA Arbitration Matter

We obtained a defense verdict in a FINRA arbitration where the claimant donated approximately $600,000 to a donor advised fund in 2012 and took a tax deduction. The claimant alleged that the donor advised fund was mismanaged and lost approximately $140,000 in value in 2022. We defended the fund’s managers in the case based upon the claimant’s lack of standing once the funds were donated. Further, we presented evidence through the respondent’s testimony that the account was managed in accordance with the goals and objectives set for the account. In addition, we presented evidence that the account was overall profitable and performed better than the S&P 500 index during the relevant time period.

Secured Defense Verdict In Richmond FINRA Arbitration

Defense award obtained on behalf of our client, a registered investment advisor, in a FINRA arbitration involving alleged mismanagement and lack of transparency concerning a Donor Advised Fund. The arbitration panel denied the claims in their entirety and recommended expungement of the claim from our client's registration records.

Thought Leadership

DOL's Retirement Security Rule Imposes New Fiduciary Standards on Financial Services, Insurance Industries

May 10, 2024

Like many recent DOL rules related to retirement investing, the retirement security rule is polarizing and is sure to face significant legal challenges, including from the insurance industry to whom the rule applies a new, heightened duty.

Legal Updates for Securities and Investments

FINRA Announces Effective Date for New Procedures for Expungement Requests

August 16, 2023

On August 11, 2023, FINRA published Regulatory Notice 23-12, which offers guidance on recent rule amendments to FINRA Rules 12800 and 12805 related to the expungement of customer dispute information from BrokerCheck. The below rule amendments become effective on October 16, 2023. Straight-in requests (an expungement where a broker files an arbitration case against their current or former brokerage firm requesting the expungement of a client complaint) be decided by a three-person panel that is randomly selected from a roster of experienced public arbitrators with enhanced expungement training (Special Arbitrator Roster);Prohibit parties to a straight-in request from agreeing to fewer than three arbitrators to consider their expungement requests, striking any of the selected arbitrators, stipulating to an arbitrator’s removal, or stipulating to the use of pre-selected arbitrators;Provide notifications to state securities regulators of all requests to expunge customer dispute information and a mechanism for state securities regulators to attend and participate in expungement hearings in straight-in requests;Impose strict time limits on the filing of straight-in requests;Specify procedures for requesting expungement of customer dispute information during simplified customer arbitrations;Codify and update the best practices in the Notice to Arbitrators and Parties on Expanded Expungement Guidance (Guidance) applicable to all expungement hearings, which include establishing additional requirements for expungement hearings, facilitating customer attendance and participation in all aspects of the expungement hearings and codifying the panel’s ability to request any evidence relevant to the expungement request;Require the unanimous agreement of the panel to issue an award containing expungement relief; andEstablish procedural requirements for filing expungement requests, which include on-behalf-of requests.Brokers with old or dated customer disputes on their BrokerCheck report which are not part of an existing arbitration claim should consider filing an expungement before October 16, 2023, to avoid the forthcoming onerous expungement proceeding requirements. Legal Update for Securities Litigation - August 16, 2023, has been prepared for our readers by Marshall Dennehey. It is solely intended to provide information on recent legal developments, and is not intended to provide legal advice for a specific situation or to create an attorney-client relationship. We welcome the opportunity to provide such legal assistance as you require on this and other subjects. If you receive the alerts in error, please send a note to tamontemuro@mdwcg.com. ATTORNEY ADVERTISING pursuant to New York RPC 7.1. 2023 Marshall Dennehey. All Rights Reserved.