M. Jacko
Managing Partner and CEO

Michelle L. Jacko, Esq.

Managing Partner and CEO

Michelle L. Jacko, Esq. is the Managing Partner and CEO of Jacko Law Group, PC (“JLG”), which offers securities, corporate, real estate, and employment law counsel to broker-dealers, investment advisers, investment companies, hedge/private funds and financial industry professionals. In addition, Ms. Jacko is the Founder and CEO of Core Compliance & Legal Services, Inc., a compliance consultation firm.

Ms. Jacko specializes in investment adviser, broker-dealer, investment company and private fund regulatory compliance matters, internal control development, regulatory examinations, transition services, and operational risk management. Her consultation practice is focused on the areas of regulatory exams and formal inquiries, investment and merger and acquisition transactions, exit and succession planning, annual reviews, policies and procedures development, testing of compliance programs (including evaluation of internal controls and supervision), mock exams, senior client issues, cybersecurity, Regulation S-P, and much more.

Over the years and through a transformative market, Ms. Jacko has also developed service solutions throughout her practice, focusing on regulatory, compliance, commercial and corporate strategic solutions for the financial industry. Her practice focuses on formations and registration of broker-dealers, investment advisers and funds and platforms associated with each of these business models.  She focuses on transition and succession planning for companies, spearheading Jacko Law Group’s mergers and acquisitions practice area. She aligns her legal team to directly apply experienced legal acumen and business-savvy foresight to assist clients navigate and traverse the breakaway, formation, and growth plan for their corporation’s continued achievement, expansion, and upward trajectory.

Throughout this process, Ms. Jacko uses her 27 years of regulatory compliance experience to provide risk mitigation strategies to businesses.  She provides her clients with risk assessments, annual reviews and gap analysis, and serves as lead attorney for SEC and FINRA enforcement matters, regulatory formal inquiries, and regulatory examinations.  She has developed a practice that successfully helps our clients to be prepared for examinations through meticulous preparations, including mock interviews, compliance program document reviews, and counsel to members of senior management and interfacing with regulators throughout the process.   She frequently provides counsel on Chief Compliance Officer liability issues, assists advisors with regulatory reporting of disciplinary events and customer complaints, provides counsel on various representative onboarding and exit considerations and drafts complex agreements and client disclosure documents.

Utilizing an unparalleled service with a visionary strategy, Ms. Jacko’s counsel contributes to client success. She fosters trust amongst her team and has forged a path for JLG’s growing and multifaceted merger and acquisition practice, general corporate counsel services and regulatory compliance practice areas.

As a frequent presenter at national financial industry conferences, Ms. Jacko delivers insightful and thought-provoking workshops regarding industry hot topics and rising compliance issues. She is a frequent contributor to various industry journals and publications, including Barron’s Advisor, Charles Schwab, Investment Adviser Association’s IAA Today, National Society of Compliance Professionals’ CurrentsLawyer Monthly MagazineThomson Reuters, and more.  She also is a featured author in Modern Compliance, Vol. 1 and 2.

Ms. Jacko served as the former Vice-Chair of Education of the Corporations Committee for the State Bar of California Business Law Section and is a two-time Board member alumn of the National Society of Compliance Professionals. She is the Co-Founder and a member of the Southern California Compliance Group and also is a FINRA Arbitrator. Ms. Jacko is a member of Vistage International and actively participates in her community.

JLG and Ms. Jacko are proud to be members of the National Women Business Owners (NABWO) Corporation.

Throughout her career, Ms. Jacko has established herself as an influential leader, both locally and industry-wide. She has received numerous accolades and recognitions for her contributions, impact, and thought leadership. Since 2019, she has been selected as a finalist for San Diego Business Journal’s (SDBJ) CEO of the Year Award (2019-2022). She has also been selected for inclusion for the SDBJ’s 2022 Women of Influence 50 over 50, 2021 -2022 Women of Influence in Law SDBJ’s 2018-2022 Business Woman of the Year, 2020-2022 San Diego 500 Influential Business Leaders Award, 2020-2022 SD500, and prestigious 2020 Most Admired CEO Awards. Alongside the many awards from the SDBJ, Ms. Jacko  also was selected as a finalist for San Diego Magazine’s 2020–2021 Influential Women: Woman of the Year Award and was honored as a finalist for the 2019 NAWBO Bravo Awards - San Diego. International magazine CEO Today also selected Ms. Jacko as one of the 2019 and 2020 Business Women of the Year Awards. She also received Acquisition International magazine's Global Excellence Awards: Most Influential Woman in Securities Law 2019–2020 - San Diego, and locally was selected by San Diego Metro as one of the 12 Women of Influence in San Diego, CA.

Before starting both companies, Ms. Jacko previously served as Of Counsel at Shustak & Partners, PC. Prior to that, she was Vice President of Compliance and Branch Manager of the Home Office Supervision team at LPL Financial Services, Corporation (Linsco/Private Ledger). She also served as Legal Counsel of Investments and Chief Compliance Officer at First American Trust, FSB and held the position of Compliance Manager at Nicholas-Applegate Capital Management. In addition, Ms. Jacko was with PIM Financial Services, Inc., and Speiser, Krause, Madole & Mendelsohn, Jackson.

Ms. Jacko received her J.D. from St. Mary’s University School of Law and B.A., International Relations, from the University of San Diego. She is admitted to the State Bar of California and United States District Court, Southern District of California. Michelle holds NSCP’s Certified Securities Compliance Professional (CSCP) designation and is a member of the National Association of Women Lawyers (NAWL).

In addition to her many accomplishments, Ms. Jacko is also dedicated to giving back to her community and charitable organizations. Throughout the years she has dedicated her time and efforts to numerous organizations, including the Autism Tree Project, Wounded Warriors Project, the ASCPA, the San Diego Food Bank, School of the Madeleine and more. She also supports whenever she can the military community.  It is her dedication to her team, her practice and her community that has laid the foundation for JLG’s impact and continued growth and success.

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Practices :
Mergers & AcquisttionsPrivate Equity & Private Fund ServicesSEC/State: Regulatory Compliance Services
Gabelli V. SEC – Us Supreme Court Decision Defines SEC Enforcement Time Table
Legal Risk Management Tips Regulatory Examinations & Enforcement Counsel
February 1, 2014

With its decision in Gabelli v. SEC, The United States Supreme Court significantly compressed the ability of the Securities and Exchange Commission (“SEC”) to bring enforcement actions for violations of the Investment Advisers Act.

The Investment Advisers Act makes it illegal for investment advisers to defraud their clients, and authorizes the SEC to seek civil penalties, but as per the general statute of limitations for civil penalty actions, the SEC has only five years to seek such penalties.

In Gabelli v. SEC, the court decided the statute of limitations for the SEC to seek civil penalties begins when the violation takes place, not when the violation was or should have been discovered.

While the court decision appears to be a win for Investment Advisers and Mutual Funds, the end result may be a more determined SEC bent on “beating the clock” of enforcement.

The heart of the SEC’s argument in the case was the application of the “Discovery Rule,” a common law doctrine that suggests that the statute of limitations begins, not at the time of the unlawful event, but rather from the time that the suing party became aware of the breech.

In its decision, the Supreme Court:

  • Declines to extend the Discovery Rule to government civil penalty enforcement actions
  • Asserts the discovery rule applies only to victims of the fraud itself, not government regulators seeking civil penalties; and
  • Asserts regulatory agencies are subject to the standard rule, which initiates the standard of limitations upon the perpetration of the fraud.

The original case brought by the SEC against defendants Mark Gabelli, then portfolio manager for the Gabelli Global Growth Fund (” GGGF”) and Bruce Alpert, then Chief Operating Officer of Gabelli Funds involved “Time Zone Arbitrage,” a practice that takes advantage of the time difference between domestic markets and those abroad but that may harm overseas investors. The SEC alleged that Gabelli allowed an investor in the mutual fund they managed to engage in this type of market timing. The Commission alleged that Gabelli committed securities fraud by allowing such a practice while simultaneously representing to the mutual fund board of directors that market timing would not be tolerated.

On April 24, 2008, the SEC sued the defendants and alleged that Gabelli and Alpert knew of the investor’s market timing but deliberately mislead GGGF’s Board and shareholders in violation of the Securities and Exchange Act of 1934.

On August 17, 2010, the District Court dismissed the SEC’s claims for failure to bring the suit within the five-year statute of limitations, and the SEC appealed.

On August 1, 2011, the Second Circuit reversed the District Court ruling accepting the SEC’s argument that because the underlying violations involved fraud, the Discovery Rule applied, meaning that the statute of limitations did not begin until the SEC discovered the fraud.

On Feb 27, 2013, on appeal, the United States Supreme Court reversed the lower court and noted that it had never applied the Discovery Rule in a matter where the plaintiff is the government bringing an enforcement action for civil penalties.

One possible implication of this decision is the SEC is likely to seek “Tolling Agreements” from potential defendants or respondents to an enforcement action. A Tolling Agreement is an agreement to waive a right to claim that litigation should be dismissed due to the expiration of a statute of limitations.

The SEC’s Enforcement Manual States:

“If the assigned staff investigating potential violations of the federal securities laws believes that any of the relevant conduct may be outside the five-year limitations period before the SEC would be able to file or institute an enforcement action, the staff may ask the potential defendant or respondent to sign a “tolling agreement.” Such requests are occasionally made in the course of settlement negotiations to allow time for sharing of information in furtherance of reaching a settlement. By signing a tolling agreement, the potential defendant or respondent agrees not to assert a statute of limitations defense in the enforcement action for a specified time period. A tolling agreement must be signed by staff at the Assistant Director level or above. Tolling agreements may not be entered without the approval of the Director of Enforcement.”

It may turn out respondents are more willing to sign such an agreement rather than face an aggressive SEC up against the clock set by this court decision. However, some firms may place themselves at risk when signing these agreements as some forms of liability insurance may be voided if such an agreement is signed.

The timing of this decision is impactful; five years have already passed since the financial collapse of 2008, leaving the SEC potentially unable to pursue enforcement actions that led to the collapse. Clearly, the full impact of this court decision is not fully known. It is likely, however, that the end result could be a more aggressive investigation of potential violations by the SEC.

For more information on these and other considerations, please contact us at info@jackolg.com, or (619) 298-2880. Also, please visit our website at www.jackolg.com.

Authors: Michelle L. Jacko, Esq., Managing Partner, Jacko Law Group, PC. JLG works extensively with investment advisers, broker-dealers, investment companies, hedge funds and banks on legal and regulatory compliance matters.

This article is for information purposes and does not contain or convey legal advice. The information herein should not be relied upon in regard to any particular facts or circumstances without first consulting with a lawyer.

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