Justin B. Ettelson

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Justin B. Ettelson

Counsel

Contact Info

Phone: (215) 972-7106
Fax: (215) 972-7725
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Primary Office

Philadelphia
Centre Square West
1500 Market Street, 38th Floor
Philadelphia, PA 19102-2186

Justin B. Ettelson

Counsel

Justin B. Ettelson

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Services

Services: 
Corporate
Corporate Governance
General Corporate
Mergers and Acquisitions
Litigation
White Collar and Government Enforcement
Resources, Access and Mentoring Program (RAMP)
Securities Transactions and Regulations
Fund Formation

Justin Ettelson focuses his practice on corporate and securities transactions, including securities law and compliance, general corporate matters and broker-dealer and investment adviser regulation. As a member of the Securities Transactions and Regulations, Mergers and Acquisitions, and White Collar and Government Litigation practices, Justin writes frequently on matters related to securities law.

Prior to joining Saul Ewing Arnstein & Lehr, Justin was Supervisor of Examiners in the Philadelphia District Office of the Financial Industry Regulatory Authority (FINRA). In this position, he co-managed District operations and developed and executed the District's broker-dealer examination program, including supervising the conduct of examinations for compliance with federal securities laws and FINRA and Municipal Securities Rulemaking Board (MSRB) rules and regulations. He assisted regional attorneys in the prosecution of enforcement actions and counseled FINRA member firms on regulatory and technology issues. Justin also routinely interacted with other self-regulatory organizations and federal and state securities agencies.

Prior to joining FINRA, Justin was a manager in the Examinations Department of the Philadelphia Stock Exchange where he supervised examinations of the Exchange's market makers, floor brokers and specialists.

Securities Matters

Justin counsels public and private companies regarding compliance with the Securities Act of 1933, the Securities Exchange Act of 1934, and related rules and regulations. He also counsels public companies on maintaining compliance with NASDAQ and New York Stock Exchange listing standards and Over-The-Counter Bulletin Board (OTCBB) eligibility requirements. Specifically, Justin counsel clients with respect to:

  • Registration and listing of securities
  • Periodic reporting on Forms 10-K, 10-Q and 8-K
  • Confidential treatment requests pertaining to SEC filings
  • Proxy statements for annual and special shareholder meetings
  • Section 16 Reporting
  • Private placement of securities in compliance with federal and state registration exemptions
  • Executive compensation disclosure issues
  • Compliance with Rule 144
  • Director and Officer Questionnaires
  • Director independence and related party transactions

Broker-Dealer and Investment Adviser Regulation

Justin counsels broker-dealers and investment advisers in all aspects of compliance with federal and state registration requirements, the Investment Advisers Act of 1940, and compliance with SEC, FINRA and MSRB rules and regulations. He also advises clients on the design and implementation of compliance programs and systems.

Mergers and Acquisitions

Justin represent both buyers and sellers in a variety of industries in merger and asset transactions, strategic acquisitions and stock sales.

Asset Securitization

Justin also has experience in asset-backed securitizations, most recently, drafting and reviewing, on behalf of investors and issuers, structured settlement securitizations.

Experience

Securities Matters

  • Representation of a NASDAQ-listed biotechnology company focusing on the development of medicines for neurology and psychiatry patients in a $50 million follow-on offering of common stock
  • Representation of a NASDAQ-listed biotechnology company focusing on the development of medicines for neurology and psychiatry patients in a $90 million Rule 144A offering of 7.50% convertible senior subordinated notes
  • Representation of a NASDAQ-listed biotechnology company focusing on the development of medicines for cancer and diabetes/obesity patients in a $200 million Rule 144A offering of 3% convertible senior subordinated notes
  • Representation of a medical device company in a Series A Preferred Stock offering
  • Representation of real estate funds in the private placement of limited partnership interests
  • Representation of issuers in all manner of private placements under Regulation D involving compliance with the Securities Act of 1933 and state securities laws

Broker-Dealer and Investment Adviser Regulation

  • Ongoing consultation regarding compliance with federal and state registration and regulatory requirements
  • Negotiation of broker-dealer branch office affiliation agreements
  • Performance of internal reviews of broker-dealer and investment adviser compliance programs and systems
  • Representation of broker-dealers and investment advisers in connection with FINRA and SEC examinations and investigations
  • Representation of a FINRA registered broker-dealer in the company's merger with a separately registered broker-dealer entity

Mergers and Acquisitions

  • Representation of a NASDAQ-listed specialty chemical company in the acquisition of several nutritional ingredient suppliers
  • Representation of a long-term care operator in its ongoing strategic acquisition of additional facilities totaling in excess of $115 million
  • Representation of the Taiwan-based buyer - one of the world's top 10 solar cell manufacturers - of a solar module manufacturing business and acquisition of a license of related intellectual property
  • Representation of a company that provides business process outsourcing for Medicare, Medicaid and group retiree health plans in connection with the company's sale to a third party buyer for $170 million

Asset Securitization

  • Representation of PartnerRe Capital Markets, Inc., the investment arm of Greenwich, CT and Bermuda-based Partner Reinsurance Group, with respect to many of their ongoing investments, which have amounted to over $400 million in privately-placed notes secured by structured settlement receivables
  • Representation of a structured settlement originator in the merger of eight special purpose entities

Thought Leadership

News Press Releases Alerts & Newsletters Articles Blogs Events Media
May 23, 2019
Firm’s Involvement in NASCAR Acquisition Highlighted in Law360
January 23, 2017
Saul Ewing LLP Elects Nine Attorneys to Partnership
December 7, 2020
SEC Updates and Amends Private Offering Framework
March 27, 2020
Securities and Exchange Commission Updates COVID-19 Guidance
March 28, 2014
Fourth Circuit decision tolling False Claims Act statute of limitations leaves government contractors vulnerable to whistleblower claims
January 3, 2014
SEC’s Dodd-Frank Whistleblower Program Report shows best practices make for an effective compliance and ethics program
July 25, 2013
Factors in Forfeiture: Eleventh Circuit Rules in Seizure of Rothstein Ponzi Assets
01/29/2021
2021 SEC Reporting Rules Books
01/01/2020
2020 SEC Reporting Rules Books
09/30/2019
2019 SEC Reporting Rules Books
03/26/2011
Finder's Fees in Securities Transactions Present Pitfalls for the Unwary
12/31/2010
National Practitioner Data Bank - and Your Career

No results.

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May 4, 2018
20th Annual Angel Venture Fair
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May 3, 2018
Saul Ewing Arnstein & Lehr Sponsors Technical.ly Philly
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May 5, 2017
19th Annual Angel Venture Fair
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May 3, 2017
Saul Ewing Sponsors Philly Startup Leaders (PSL)
Sponsored Event
April 28, 2017
Saul Ewing Sponsors Technical.ly Philly

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Credentials and Accolades

Honors and Awards

Rutgers University Pro Bono Publico Award

Memberships and Affiliations

Investment Adviser Legal & Regulatory Subcommittee

National Society of Compliance Professionals Business Law Section

American Bar Association State Regulation of Securities Committee

American Bar Association Securities Regulation Section

Philadelphia Bar Association

Drexel University Executive MBA Alumni Advisory Board

Education

J.D., Rutgers University School of Law - Camden, 2007

  • Associate Articles Editor, Rutgers Journal of Law and Religion

M.B.A., Drexel University, 2001

  • Member, Beta Gamma Sigma, Business Honor Society

B.A., Brandeis University, 1990

Bar Admissions

New Jersey
Pennsylvania

Justin Ettelson focuses his practice on corporate and securities transactions, including securities law and compliance, general corporate matters and broker-dealer and investment adviser regulation. As a member of the Securities Transactions and Regulations, Mergers and Acquisitions, and White Collar and Government Litigation practices, Justin writes frequently on matters related to securities law.

Prior to joining Saul Ewing Arnstein & Lehr, Justin was Supervisor of Examiners in the Philadelphia District Office of the Financial Industry Regulatory Authority (FINRA). In this position, he co-managed District operations and developed and executed the District's broker-dealer examination program, including supervising the conduct of examinations for compliance with federal securities laws and FINRA and Municipal Securities Rulemaking Board (MSRB) rules and regulations. He assisted regional attorneys in the prosecution of enforcement actions and counseled FINRA member firms on regulatory and technology issues. Justin also routinely interacted with other self-regulatory organizations and federal and state securities agencies.

Prior to joining FINRA, Justin was a manager in the Examinations Department of the Philadelphia Stock Exchange where he supervised examinations of the Exchange's market makers, floor brokers and specialists.

Securities Matters

Justin counsels public and private companies regarding compliance with the Securities Act of 1933, the Securities Exchange Act of 1934, and related rules and regulations. He also counsels public companies on maintaining compliance with NASDAQ and New York Stock Exchange listing standards and Over-The-Counter Bulletin Board (OTCBB) eligibility requirements. Specifically, Justin counsel clients with respect to:

  • Registration and listing of securities
  • Periodic reporting on Forms 10-K, 10-Q and 8-K
  • Confidential treatment requests pertaining to SEC filings
  • Proxy statements for annual and special shareholder meetings
  • Section 16 Reporting
  • Private placement of securities in compliance with federal and state registration exemptions
  • Executive compensation disclosure issues
  • Compliance with Rule 144
  • Director and Officer Questionnaires
  • Director independence and related party transactions

Broker-Dealer and Investment Adviser Regulation

Justin counsels broker-dealers and investment advisers in all aspects of compliance with federal and state registration requirements, the Investment Advisers Act of 1940, and compliance with SEC, FINRA and MSRB rules and regulations. He also advises clients on the design and implementation of compliance programs and systems.

Mergers and Acquisitions

Justin represent both buyers and sellers in a variety of industries in merger and asset transactions, strategic acquisitions and stock sales.

Asset Securitization

Justin also has experience in asset-backed securitizations, most recently, drafting and reviewing, on behalf of investors and issuers, structured settlement securitizations.