Joseph Dever

Member

New York

(212) 453-3916

(917) 521-5875

Joe leads the firm’s Securities Litigation & SEC Enforcement Practice. He is a former enforcement attorney with the U.S. Securities and Exchange Commission (SEC) and has over 25 years of experience in private practice and government service. Joe defends clients in white-collar government and enforcement investigations by the SEC, U.S. Department of Justice (DOJ), Financial Industry Regulatory Authority (FINRA), and state securities regulators. He also litigates securities fraud cases and business disputes in state and federal court, and defends broker-dealer firms in FINRA customer arbitrations. Joe’s clients include middle-market public companies, their officers and directors, investment banks, broker-dealers, investment advisers, and securities industry professionals.

Joe’s practice also includes conducting internal investigations for public company boards, audit committees, and special committees. He has recently led several internal investigations involving NASDAQ public company disclosure issues, financial accounting and restatement issues, and internal controls deficiencies. 

Prior to joining the firm, Joe spent nine years with the SEC’s division of enforcement (2003-2012) where he held several leadership positions with the agency, including senior counsel, branch chief, and assistant regional director in the SEC’s New York Regional Office. As a supervising attorney, Joe oversaw dozens of investigations into a wide range of illegal market conduct, including public company accounting fraud, insider trading, market manipulation, penny stock and “pump and dump” fraud, Ponzi schemes, and violations of the Foreign Corrupt Practices Act (FCPA). He supervised a number of high-profile SEC investigations in coordination with other law enforcement agencies in the New York City area, including the U.S. Attorney’s Offices for the SDNY, EDNY and DNJ, the FBI, the CFTC, the NYAG’s Office, and the Manhattan DA’s Office. 

Joe earned his undergraduate degree from Georgetown University in 1990 and his law degree from Temple University Beasley School of Law, cum laude, in 1995, where he was an articles editor on the Temple Law Review. Following law school, Joe served a two-year federal clerkship with the Hon. Raymond J. Broderick, Senior Judge, U.S. District Court for the Eastern District of Pennsylvania.

Joe has passed the FINRA Series 7 General Securities Exam and is a contributing author for PLI’s SEC Compliance and Enforcement Answer Book.

 

Experience

Government and Enforcement Investigations

  • Represented a municipal bond dealer and an underwriter firm in the SEC’s industry-wide municipal bond “flippers” investigation. Negotiated a favorable settlement for the firm and two bond traders for non-fraud charges. 

  • Represented managing director of Wall Street firm in SEC market manipulation investigation involving firm’s role as underwriter for $1 billion convertible note offering. Filed Wells Submission on client’s behalf convincing SEC to close the investigation without charges.

  • Represented OTC publicly traded company, CEO, and CFO in SEC investigation involving false disclosures in securities registration statement and Form 10-K annual filings. Filed Wells Submission on clients’ behalf convincing SEC to drop fraud charges and officer and director bars. Negotiated favorable settlement for non-fraud charges. 

  • Represented two managing directors of international investment bank in FCPA investigation by SEC and DOJ involving “sons and daughters” referral hiring practices in China and Hong Kong. No charges filed. 


Securities Litigation and FINRA Arbitrations

  • Represented former president and board member of OTC publicly traded renewable energy company in securities fraud case in federal district court (S.D.N.Y.) alleging 10b-5 violations. Obtained complete dismissal of all claims at motion to dismiss stage.
  • Represented a broker-dealer in a FINRA arbitration involving investor claims for unsuitability, breach of fiduciary duty, and misrepresentation in sale of private placement variable annuity products. Obtained a complete defense victory following 14 hearing sessions and obtained court-ordered expungement of the broker’s CRD records.

Internal Investigations

  • Led independent internal investigation on behalf of board special committee for NASDAQ publicly traded medical device company. Investigated and reported to special committee findings and recommendations relating to restatement of financial results, internal controls deficiencies, and whistleblower allegations of false press releases and earnings calls.

  • Led independent internal investigation on behalf of board audit committee for NASDAQ publicly traded biopharmaceutical company. Investigated and reported to audit committee findings and recommendations relating to restatement of financial results and disclosure of internal controls deficiencies for revenue recognition of royalty payments.


Regulatory Examinations

  • Represented registered broker-dealer in SEC and FINRA examinations, and prepared the firm’s responses to examinations findings.

  • Represented registered investment adviser/private equity firm in SEC examinations, and prepared the firm’s responses to examinations findings.

Others

  • Represented managing principal of venture capital fund in SEC investigation involving Investment Advisers Act pay-to-play rule. Filed Wells Submission on client’s behalf convincing SEC to close the investigation without charges.

  • Represented micro-cap stock research firm and its analyst in SEC investigation into “scalping” and “touting” trading activity. Filed Wells Submission on clients’ behalf convincing SEC to drop scienter fraud charges and officer and director bar. Negotiated favorable settlement for negligence violations.

  • Represented a NASDAQ publicly traded medical device company in an SEC whistleblower investigation. No charges filed. 

  • Represented former CFO of China subsidiary of Fortune 100 publicly traded company in FCPA investigation by SEC and DOJ into company’s China business practices. No charges filed. 

  • Represented a retired Big Four audit partner in an SEC investigation into Reg. S-X auditor independence compliance. No charges filed.

  • Represented the CEO of NASDAQ publicly traded energy company in SEC revenue recognition accounting fraud investigation. No charges filed.

  • Represented managing director of Wall Street firm in SEC investigation into 12b-1 fees and mutual fund share class practices. No charges filed. 

  • Represented several former employees of a major Wall Street financial firm in NYAG investigation into Residential Mortgage Backed Securities (RMBS) practices. No charges filed.

  • Represented managing director of Wall Street firm in FINRA investigation into Section 5 micro-cap stock sales and compliance with AML policies and procedures. No charges filed.

  • Represented a municipal advisor firm in SEC investigation involving pooled municipal financing deals. No charges filed.

  • Represented bond counsel in SEC and DOJ investigation into municipal bond offerings. No charges filed.

  • Represented several municipal securities issuers in connection with SEC’s Municipalities Continuing Disclosure Cooperation (MCDC) Initiative. No charges filed.

  • Represented a hedge fund and its principal in a New Jersey State Bureau of Securities investigation involving misappropriation of customer funds.

  • Represented principals of broker-dealer firm in FINRA investigation into unauthorized outside business activities (OBA), private securities transactions, and “selling away.” Convinced FINRA to close the investigation without filing formal disciplinary charges and resolved matter with cautionary letters.

  • Represented biotech hedge fund in federal district court (E.D. Pa.) shareholder derivative action alleging breach of fiduciary duty and corporate waste under Delaware law. Obtained complete dismissal of all claims at motion to dismiss stage.

  • Represented broker-dealer in FINRA arbitration involving claims for unsuitability and misrepresentation in sale of interests in business development companies (BDCs) alternative investment products. Negotiated settlement where client paid no money, received full release of all claims filed against it, and recovered portion of its attorney’s fees.

 

News

Ripple XRP is ‘unregistered security’ and here’s our suit: SEC

December 23, 2020

Joseph Dever was quoted in an article published by CoinGeek titled, "Ripple XRP is ‘unregistered security’ and here’s our suit: SEC."

Super Lawyers Recognizes 21 Cozen O’Connor Attorneys in New York

September 29, 2020

Super Lawyers has named 21 Cozen O’Connor attorneys to its 2020 New York Super Lawyers and Rising Stars list.

17 Cozen O’Connor Attorneys Recognized as New York Super Lawyers and Rising Stars

September 27, 2019

Super Lawyers has named 17 Cozen O'Connor attorneys to its 2019 New York Super Lawyers and Rising Stars list.

Share Class Settlements won’t Kill 12b-1 Fees but Resuscitation Comes Through Disclosure

March 21, 2019

Joe Dever was quoted in Regulatory Compliance Watch's article about the state of advisers receiving 12b-1 fees for placing clients in certain mutual fund share classes.

Joseph Dever Discusses the SEC's Policing of the Municipal Debt Market in The Wall Street Journal

December 19, 2014

In an article titled “SEC Tightens Policing of Municipal Debt Market,” Joseph Dever, a member of Cozen O’Connor’s Commercial Litigation Department, discusses the Securities and Exchange Commission’s oversight of the municipal debt market and its new initiative that encourages municipalities as well as their bankers to come forward with instances in which they included misleading information in their bond-offering documents. The terms of the program entail favorable settlements for the municipalities and banks, but not for individuals who may be banned from the market for their involvement in the alleged fraud.

Joseph Dever and Linda Riefberg Discuss the Burden of FINRA and SEC Exams in Bloomberg Brief

September 26, 2014

In an article titled ''Regulatory Exams May Push Small Firms to Deregister or Restructure, Attorneys Say,'' Linda Riefberg and Joseph Dever, members of Cozen O’Connor’s Commercial Litigation Department, discuss the burden of FINRA and SEC exams and the impact of the SEC’s ''broken window'' policy on smaller firms. They told Bloomberg’s Melissa Karsh that the cost to comply with longer and more extensive enforcement exams by U.S. regulators could drive smaller firms out of the market.

Joseph Dever Discusses the SEC's Broken Window Policy in Law360

September 10, 2014

In an article titled, "SEC's 'Broken Windows' Gambit Leaves No Room For Error," Joseph Dever, a member of Cozen O'Connor's Commercial Litigation Department, discusses the SEC's broken window policy, which is based on the premise that no securities law violation is too small to prosecute and that minor enforcement actions lead to greater overall compliance. "You see press releases now touting enforcement actions that involve either no or negligible investor harm, low dollar amounts for insider trading, and these are cases that the SEC a couple of years ago certainly would not have touted in a press release," observed Joseph.

Cozen O’Connor Team Secures FINRA Arbitration Win

May 12, 2014

Cozen O’Connor litigators Fred Jacoby and Joseph Dever recently obtained a complete victory in a $2 million FINRA securities arbitration in New York.

Law360 Conducts Q&A With Joseph Dever

June 07, 2013

Joseph Dever, a member of Cozen O'Connor's ​Commercial Litigation Department, was interviewed by Law360 regarding both his current practice as well as his experience with the SEC.

Cozen O’Connor Cybersecurity Conference Highlighted in The Wall Street Journal

May 09, 2013

In an article titled, "FBI: Delete Passwords of Ex-Employees," The Wall Street Journal highlights the firm's Cybersecurity Conference, held on Wednesday, May 8, at the W Hotel. Trevor Cloak, Joe Dever, Greg Fliszar, Brian Gillam, Steven Haas, Mike Schmidt, Stuart Shorenstein, Matthew Siegel, Ahren Tryon and Dave Walton presented during the seminar, along with Richard Aborn, President, Citizens Crime Commission of New York City and Austin P. Berglas, Assistant Special Agent in Charge for Cyber, FBI New York Field Office. To read the WSJ article, click here.

Joseph Dever Quoted in DJ Compliance Watch

July 10, 2012

In an article titled, ''New Risks in Pitching Ideas to Prospects,'' Joseph Dever, a member of Cozen O'Connor's Commercial Litigation Department, discusses the Financial Industry Regulatory Authority’s suitability rule, particularly its interpretation among brokers.

Joseph Dever Interviewed by Bloomberg Brief Financial Regulation

June 29, 2012

Joseph Dever, a member of Cozen O’Connor’s Commercial Litigation Group and a former assistant regional director in the SEC’s New York office, anticipates that the SEC will file up to a dozen significant enforcement actions in the next 18 months – before the statute of limitations runs out on cases that were at the heart of the financial crisis – in an article titled, ''SEC Scrambles to Wrap Up Cases Key to Financial Crisis as Statute of Limitations Runs Out.''

Joseph Dever Quoted in Bloomberg

May 24, 2012

Joseph Dever, a member of Cozen Connor’s Commercial Litigation Department, discusses the conclusion of the SEC’s investigation into potential fraud at Lehman Brothers in a Bloomberg article entitled ''SEC Staff Ends Probe of Lehman Without Finding Fraud.''

Joseph Dever Discusses JP Morgan Chase & Co.'s Recent Trading Loss

May 11, 2012

Joseph Dever, a member of Cozen O’Connor’s Commercial Litigation Department, discusses the SEC’s investigation into JP Morgan Chase & Co.’s recent $2 billion trading loss in a Law360 article entitled, ''Timing will be everything for JP Morgan as probes begin.''

Joseph Dever Discusses the Promotion of George S. Canellos to SEC's Deputy Director of the Enforcement Division

April 30, 2012

Joseph Dever, a member of Cozen O'Connor's Commercial Litigation Department, was quoted in Law360 discussing the promotion of George S. Canellos from head of the SEC's New York office to Deputy Director of the Enforcement Division.

Joseph Dever Discusses Goldman Sachs Settlement with the SEC in The Wall Street Journal - Marketwatch

April 12, 2012

Joseph Dever was quoted in The Wall Street Journal - MarketWatch article entitled ''Goldman Sachs fined $22 million over ‘huddles’'' regarding Goldman’s settlement with the SEC over allegations that the bank had no policies in place to prevent analysts from sharing nonpublic information with the firm’s traders.

Publications

SEC Suspends Trading in 15 Public Companies for Suspicious Social Media & Trading Activity [Alert]

March 04, 2021

Joe Dever and Luke La Rocca discuss the SEC's February 26, 2021 order that suspended the trading of securities in 15 OTC public companies due to questionable trading activity and social media promotions that the SEC suspects to have been part of a coordinated attempt to artificially inflate stock prices.

SEC Compliance and Enforcement Answer Book, Practicing Law Institute (2021 ed.)

January 15, 2021

Joe Dever, a member of Cozen O'Connor's Securities Litigation & SEC Enforcement practice groups, co-authored Chapter 16: “SEC Market Manipulation Investigations” of the 2021 edition of SEC Compliance and Enforcement Answer Book, published by Practicing Law Institute and edited by Cravath, Swaine & Moore LLP.

SEC Proposed Exemption Offers Regulatory Clarity For Unregistered Finders [Alert]

October 13, 2020

Seth Popick, Lindsey Stillwell, and Joe Dever discuss the SEC's proposed exemption to allow unregistered natural persons, referred to as finders, to engage in certain limited activities to assist issuers in raising capital from accredited investors.

Public Company COVID-19 Disclosures and Mitigating Securities Litigation Risks [Alert]

March 16, 2020

Joseph Dever, Linda Regis-Hallinan, and Andrew Punzo discuss the SEC's announcement regarding public disclosures in a company's periodic report in light of COVID-19.

Supreme Court Appears Unlikely to Further Curtail SEC Disgorgement Authority

March 06, 2020

Linda Regis-Hallinan and Joseph Dever discuss the Supreme Court case Liu v. SEC and the questions that the Justices asked that may point to which way the Court will rule.

SEC Compliance and Enforcement Answer Book, Practicing Law Institute (2020 ed.)

October 02, 2019

Joseph Dever, co-authored, Chapter 15: "SEC Market Manipulation Investigations," SEC Compliance and Enforcement Answer Book, Practicing Law Institute (2020 ed.)

A Rare Statute-Of-Limitations Victory Against The SEC [Law360]

July 30, 2018

Joseph Dever, a member in the firm's Commercial Litigation Department, and Matthew Elkin, an associate in the firm's Commercial Litigation Department, co-authored, "A Rare Statute-Of-Limitations Victory Against The SEC' for Law360.

A Series Of SEC Enforcement Cases Against Microcap Attys [Law360]

May 31, 2018

Joseph Dever, a member, and William Lesser, an associate, in Cozen O'Connor's Commercial Litigation Department, co-authored this article highlighting the SEC Chairman Jay Clayton's warning shot across the bow of practicing securities attorneys.

NJ Case Bolsters The Limitations Defense Against SEC

January 02, 2018

Joseph Dever and Matthew Elkin, of Cozen O'Connor's Commercial Litigation Practice, co-authored, " NJ Case Bolsters The Limitations Defense Against SEC," for Law360.

SEC Compliance and Enforcement Answer Book 2017 [Practising Law Institute]

May 31, 2017

Joseph Dever co-authored the chapter on “Market Manipulation Investigations” (Chapter 14) in Practising Law Institute's “SEC Compliance and Enforcement Answer Book 2017.”

SEC Charges 71 Issuers under its Municipalities Continuing Disclosure Cooperation Initiative

August 29, 2016

Joseph Dever and Gregory M. Tears discuss the 71 municipal issuers and other obligated persons charged by the SEC for selling municipal bonds with offering documents that contained materially false statements or omissions about compliance with continuing disclosure obligations.

SEC and FINRA Announce 2015 Exam Priorities [Securities Litigation & Enforcement Alert]

January 15, 2015

The U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) recently announced their 2015 exam priorities for their respective examination programs. Both the SEC and FINRA have prioritized review of certain investment-related issues affecting the growing senior population. This regulatory focus echoes increasing national concern about the financial security of the retirement-aged baby boomer generation. It means continued attention to issues affecting senior investors, including suitability matters and broker communications with seniors. Both regulators also plan to focus much of their attention on the municipal securities market, a sector that has seen a robust uptick in regulatory and enforcement activity over the past year.

SEC Quietly Seeks Industry Bars Against Muni Officials [The Bond Buyer]

December 17, 2014

In an article titled “SEC Quietly Seeks Industry Bars Against Muni Officials,” Joseph Dever, a member of Cozen O’Connor’s Commercial Litigation Department, reviews several recent Securities and Exchange Commission muni enforcement cases and explains that the agency is quietly seeking a new sanction: "industry bars" against municipal officials. Industry bars are court orders that prohibit municipal officials from participating in future offerings of municipal securities. The significance of this new SEC enforcement strategy should not be overlooked, as an industry bar can essentially serve as a career-ending sanction for an individual working in the municipal finance sector.

Compliance Officers Beware: A Firm's Failure Can Get Personal [New York Law Journal]

August 18, 2014

In an article titled, ‘’Compliance Officers Beware: A Firm’s Failure Can Get Personal,” Linda Riefberg and Joseph Dever, members of Cozen O’Connor’s Commercial Litigation Department, discuss the different approaches taken by the U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) with respect to individuals acting as Anti-Money Laundering, Legal and Compliance Officers (hereinafter jointly referred to as CCO). The SEC requires as a threshold matter that the CCO had supervisory responsibility over other individuals. FINRA, on the other hand, is satisfied if the individual has supervisory responsibilities over businesses or program areas that had failures even if the person was not an actual supervisor.

FINRA's New Suitability Rule 2111: Documenting Compliance and Mitigating Litigation Risk [The Legal Intelligencer]

July 24, 2012

The Financial Industry Regulatory Authority (FINRA) recently implemented a new securities industry rule governing the obligation of broker-dealers and their registered representatives (brokers) to make "suitable" investment recommendations to customers. FINRA Rule 2111, which went into effect on July 9, broadens the scope of the predecessor suitability rule, NASD Rule 2310, in a number of important respects.

SEC's First Free Pass Under Cooperation Program...But Don't Expect a Trend [New York Law Journal]

June 12, 2012

The U.S. Securities and Exchange Commission (SEC) announced on March 19, 2012 that it was giving the proverbial "free pass" to an alleged securities law violator who cooperated in an SEC Investigation.

SEC Proposed Exemption Provides Regulatory Clarity For Unregistered Finders

January 01, 1900

Joe Dever, Seth Popick, and Lindsey Stillwell contributed an article to Temple's Business Law Magazine discussing the SEC's decision to provide much-needed clarity to the regulatory status of so-called "finders" who assist small businesses in raising capital.

Education

  • Temple University School of Law, J.D., cum laude, 1995
  • Georgetown University, B.A., 1990

Awards & Honors

SEC Chairman’s Supervisory Excellence Award (2009)

SEC Enforcement Division Director’s Award (2007 & 2009) 

Future Star, Benchmark Litigation

New York Super Lawyer 2019, 2020

  • New Jersey
  • New York
  • Pennsylvania
  • U.S. District Court -- Southern District of New York
  • U.S. District Court -- Eastern District of New York
  • U.S. District Court -- Eastern District of Pennsylvania
  • U.S. District Court -- New Jersey
  • U.S. District Court -- Western District of Michigan
  • U.S. Court of Appeals for the Third Circuit

Honorable Raymond J. Broderick, U.S. District Court -- Eastern District of Pennsylvania (1995-1997) 

Member, SIFMA Compliance & Legal Society

Member, Assoc. of SEC Alumni (ASECA)

Member, Irish American Bar Assoc. of New York (IABANY)