Joseph Dever

Chair, Securities Litigation & SEC Enforcement

New York

(212) 453-3916

(917) 521-5875

Recent News:

Cozen O’Connor Secures FINRA Arbitration Win for Investment Bank

Cozen O’Connor securities litigators Joe Dever, Calli Padilla, and Harper Seldin recently obtained a complete defense victory in a $2.4 million FINRA securities arbitration.

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.
  • Secured a victory, following a two-week FINRA arbitration hearing, for a boutique investment bank that works with companies raising funding by issuing “private placement” securities investments. A group of high net-worth investors sued the bank after investing in a Colorado start-up company that constructed and leased large-scale greenhouses to cannabis growers which ultimately filed for bankruptcy. A three-member arbitration panel denied the investors’ claims that the bank mislead them by failing to disclose disciplinary action by the NASD and state securities regulators against the company's CEO 25 years previously.

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

Cozen O’Connor Secures FINRA Arbitration Win for Investment Bank

March 30, 2022

Cozen O’Connor securities litigators Joe Dever, Calli Padilla, and Harper Seldin recently obtained a complete defense victory in a $2.4 million FINRA securities arbitration.

In Corporate Crackdown, U.S. SEC Takes Aim at Executive Pay

October 22, 2021

Joseph Dever was quoted in an article published by Reuters that discusses how the SEC said it would revive a rule left unfinished from the 2007-09 financial crisis that would require U.S. listed companies to implement a plan to recoup executive compensation in the event they have to correct financial statements due to compliance failures.

Super Lawyers Recognizes 17 Cozen O’Connor Attorneys in New York

October 04, 2021

Super Lawyers has named 17 Cozen O’Connor attorneys to its 2021 New York Super Lawyers and Rising Stars list.

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.

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.

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 Proposed Exemption Provides Regulatory Clarity For Unregistered Finders

January 25, 2021

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.

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 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.

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 2019-2021. This award is conferred by Super Lawyers. A description of the selection methodology can be found here. No aspect of this advertisement has been approved by the Supreme Court of New Jersey.

  • 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)