Jeremiah Baba Pagano

Jeremiah Baba Pagano, Esq. LLM


Jeremiah Baba Pagano, Esq., LL.M., CEPA serves as an Attorney at Jacko Law Group, PC (“JLG”) where he supports the critical needs of our clients every day. His knowledge and experience, not only, enhances our ability to provide counsel that aligns with our clients’ transactional needs, but also their overall corporate objectives and strategy for long-term success. Mr. Pagano’s practice was founded on his tax experience, and his ability and foresight to align clients to position their businesses for growth.

As a solutions-led attorney, Mr. Pagano counsels JLG clients on their regulatory, corporate, and tax matters, including analyzing, evaluating, and ensuring compliance processes in the review of all tax and financial documents, analyzing tax consequences for mergers and acquisitions, drafting contracts and agreements, and more. His experience has built the foundation for his passion to strategically advocate for clients and their businesses, to position them to thrive.

Mr. Pagano brings a wealth of experience in investment adviser, broker-dealer, and fund regulatory compliance matters, internal control development, transition services, and operational risk management. His knowledge within the financial services industry allows him to address the needs of his clients, allowing them to mitigate risk and grow to their full potential. Mr. Pagano advises both firms and individuals on their legal and regulatory risks. Counseling his clients on how to mitigate risk while aligning their strategic business practices is a staple in his practice area. Mr. Pagano additionally interfaces with the various state and federal regulatory agencies on behalf of his clients, fiercely advocating for their professional interests. He is also a frequent commentator on securities regulation and investment-related matters.

When developing a Corporate Counsel practice, Mr. Pagano assesses the needs of the business as a genuine trusted partner. Throughout the years, he has provided counsel at various phases of a business, including formation, growth, and final transition and/or sale. Clients leverage his insight when finding methods to enhance their organizations and drafting of corporate documents, including complex shareholder agreements. While serving our clients, the JLG team collaborates with Mr. Pagano when devising plans and strategy – as he has a holistic approach to assessment, including risk mitigation, corporate restructuring, and management transitions.

Mr. Pagano’s clients have also relied on his counsel when navigating the intricacies of Mergers and/or Acquisitions (“M&A”). His continued experience in corporate law allows for strategic planning when it comes to the M&A process. From reviewing sensitive material like NDAs, term sheets, and purchase agreements, Mr. Pagano advocates for JLG’s clients and their best interests. Leveraging his business acumen, Mr. Pagano also assesses the impacts when it comes to his practices, providing ample counsel for transition considerations, such as employment and vendor arrangements. Over time, his ability to steer clients and create their custom timeframe and business strategy is one of many benefits and values he brings to the JLG team.

To complement Mr. Pagano’s M&A experience he also is a Certified Exit Planning Advisor (CEPA), which has proven to be invaluable to JLG clients as they grow their businesses and plan for the future. Understanding the strategy and path necessary for clients’ goals and long-term objectives, from inception, is one of his many talents within his legal practice. With this designation, he continuously advocates for clients' interests in a multitude of phases of their business, including formation, merger, acquisition, transition, and succession. As an exit planning adviser, he strives to effectively engage business owners and help them build more valuable companies, stronger personal financial plans, and align their personal goals. From formation to succession, he has been able to construct specific strategies for achieving 3, 5, and 10 years - and beyond, navigating significant changes when consolidating businesses with confidence and success.

Throughout his career, Mr. Pagano has focused his practice on tax law, managing matters with the Internal Revenue Service, the United States Tax Court, and the California tax authorities. Mr. Pagano uses his tax acumen to strategically plan and advise clients on the tax effects of a variety of corporate transactions, including taxable and tax-free reorganizations, mergers, sales, and acquisitions. He counsels clients on a variety of subjects, including tax-free reorganizations, tax-efficient return of capital to owners, Qualified Small Business Stock, and various state pass-through entity taxes. Mr. Pagano also drafts tax portions of Operating and Shareholder Agreements for businesses in different industries.

Mr. Pagano is also an industry thought leader, as he has been featured in a handful of publications, including Barron’s Advisor and the National Society of Compliance Professional’s (NSCP) Newsletter. By leveraging his knowledge and experience in tax and other service areas, he has been able to leave an impression on numerous industries, including finance and corporate securities.

Prior to joining JLG, Mr. Pagano served as an Attorney Advisor for the U.S. Small Business Administration, where he coordinated numerous efforts and community works, such as the $16 Billion Shuttered Venue Operators Grant (SVOG) emergency relief program. Similarly, Mr. Pagano has served as in-house counsel to a 501(c)(3) public charity. Before that, Mr. Pagano gained valuable experience with a number of firms and organizations, such as the University of San Diego Federal Tax Clinic, Eaker Pérez Law, and Higgs, Fletcher, & Mack LLP. Prior to law school, Mr. Pagano followed his entrepreneurial spirit, founding and running his own business in the telecommunications industry. This specific background allows Mr. Pagano to connect with his clients on a deeper level than many other legal professionals. Ultimately, his professional background helped develop his legal acumen, nimble approach to service, and determination, further attesting to his talent and how strong of an asset he is to the JLG team.

In his free time, Mr. Pagano prefers to use his talents to give back to the community. Currently, he volunteers as a Helpline Volunteer with Savvy Ladies, a 501(c)(3) non-profit organization that brings financial planning education to women. The goal of Savvy Ladies is to ensure that women have a trusted and reliable resource to get educated about their financial lives and encourage women to build and preserve economic security. The intended outcome is to decrease the number of women who fall prey to financial abuse and exploitation and increase the number of women who understand the importance of educating themselves.

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Practices :
Tax LawDrafting & Execution of Contracts & AgreementsBusiness FormationCorporate & Securities Law
Ways to Leverage Outsourced General Counsel with Your Family Office
Blog Outsourced-General Corporate Counsel
May 13, 2022

Being a compliance officer for a family office has never been more challenging. Last year’s implosion of a New York-based hedge fund structured as a family office, has legislators and regulators seeking new ways to protect investors.

The fund was forced to sell $20 billion in securities at a huge loss when it borrowed money from banks and invested in publicly traded companies. Instead of holding the stocks it invested in, the fund used a financial instrument called total return swaps where the banks held the securities to conceal highly leveraged bets the fund made in its portfolio.

A sudden drop in the value of the fund’s investments triggered a domino effect. The banks that held its securities had to liquidate billions of dollars’ worth of stocks when the fund failed to meet a margin call. The end result was $20 billion in losses and regulatory concern for family offices.

The Investment Adviser Exemption

The Dodd-Frank Act granted the SEC broad rule-making authority to exempt family offices from the Investment Advisers Act of 1940. Under SEC Rule 202, a family office is excluded from the investment adviser definition if it: (1) manages the wealth and other affairs of a single family, (2) provides investment advice only to family clients, (3) is wholly owned by family clients and exclusively controlled by family members and/or certain family entities, and (4) does not hold itself out to the public as an investment adviser.

Total assets under management and the number of family members participating are not disqualifying factors for the exemption. It’s too early to know how compliance for family offices will change. The regulatory definition of family office could tighten to eliminate the other possible risks. 

Current rules for family offices have three requirements:

  • Investment advice about securities can only be provided to family clients.
  • The office must be wholly owned and exclusively controlled by family members and their entities.
  • The office cannot present itself to the public as an investment adviser.


Family offices with less than $750 million in assets under management may still be required to register with the SEC if they “determine the family office is highly leveraged or engaged in high-risk activity that the commission determines warrants inclusions, as appropriate in the public interest or for the protection of investors.”

Risk Management

A recent study by Boston Private identified a shift in mindset for family offices and the need to reexamine today’s evolving risks. The firm cited three underlying issues that inhibit proper risk management: 

  • Underestimating and overlooking threats
  • Frustration and perplexity concerning effective protective measures
  • Having a reactionary mindset


In these changing times, a proactive step a family office can take is to work with outside counsel to create and maintain an effective compliance program. They can add value by reviewing your current policies and procedures instead of an employee whose familiar daily routine could miss a vulnerable area of risk. 

Outside counsel can help financial advisors successfully manage risk by making a comprehensive assessment and then developing and implementing programs to mitigate those risks. Risk factors to monitor include the likelihood or impact of a negative event and your firm’s preparedness to respond to one.

Counsel can suggest many strategies to mitigate risk by reviewing policies, procedures, and processes and educating employees on appropriate safeguards. High-risk areas of focus include cybersecurity and reliance on third-party service providers. 

Outside counsel can help draft and design policies and procedures that address critical questions you can expect regulatory bodies to ask. Executives and employees should be trained on how to handle day-to-day situations with compliance top of mind.

Advisory contracts can be the focal point of any regulatory examination because it’s at the forefront of what you’re doing for clients and what they can expect from your firm in terms of fees. The disclosure your firm uses must accurately reflect your business model. 

It’s easy for family offices to overlook or underestimate new and complicated threats. Excessive risk can lead to greater scrutiny and more regulation.

Given the complexities of this rapidly changing regulatory environment, family offices should make it a priority to consult with outside counsel specializing in risk management. They can develop policies and procedures to protect assets. 

For more information or to discuss your company’s strategy, contact our legal team here or at 619.298.2880.

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