Ralph V. De Martino

Partner

For more than 40 years, Ralph has represented a wide range of clients – including public and private companies, the officers and directors who serve them, financial institutions, broker-dealers and their associated persons, and accounting firms and their affiliates – before the various U.S. securities regulatory authorities.

Ralph De Martino Portrait

He is distinguished among his peers in matters involving public and private company capital formation, securities offerings, regulatory inquiries and enforcement proceedings, internal investigations, securities litigation, and corporate finance and governance matters. Ralph has particular experience helping clients form Special Purpose Acquisition Companies (SPACs) or “blank check companies.”

He regularly appears before the U.S. Securities and Exchange Commission (SEC), FINRA, the NYSE, Nasdaq and other securities exchanges on behalf of issuers, broker-dealers, underwriters and placement agents, representing them in capital market transactions, regulatory matters, listing qualification and de-listing proceedings, regulatory investigations and enforcement proceedings, class action and derivative litigation. 

Ralph represents special litigation and audit committees, corporations and individuals involved in control contests, SEC, FINRA and stock exchange investigations and enforcement proceedings, securities class action and derivative litigation. He routinely represents issuers in complex recapitalizations, reorganizations, and capital formation transactions, both private and public, and he has substantial experience in the representation of multinational corporations in the United States. 

Ralph brings his many years of experience and a broad depth of practice in corporate and securities law to help his clients resolve complex problems and realize substantial opportunities.

Previous Experience

Prior to joining ArentFox Schiff, Ralph served as chair of the global securities practice group in the Washington, D.C., office of an international law firm.

Client Work

Capital Formation

  • Routinely represents issuers, underwriters/placement agent in underwritten public offerings of securities, securities listings, private placements, Special Purpose Acquisition Companies (SPACs), Public into Private offerings (PIPES), “shelf takedowns” and confidentially marketed public offerings (CMPOS).

Public Company Representation

  • Represents numerous public companies with operations here and abroad before the SEC, the securities exchanges, and other federal and state governmental authorities, and he advises them with respect to the full panoply of issues that confront public companies.

Securities Regulatory & Enforcement

  • Represented a broker-dealer in a FINRA securities investigation and enforcement proceeding involving allegations of conversion of customer funds. The matter was disposed of without any adverse action taken.
  • Represented a U.S. issuer in an investigation by the SEC alleging that the issuer sold its debt on the basis of misleading sales material. The SEC staff was convinced to terminate the investigation without taking any adverse action against the company.
  • Represented a foreign company listed in the United States in connection with a trading halt and notice of delisting arising out of disputes with its independent auditor, and in the ensuing Nasdaq investigation. The investigation was terminated with no action taken and the securities halt was lifted.
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Class Action & Derivative Litigation

  • Managed the defense of class action litigation against two underwriters alleging that the registration statement and prospectus relating to the public offering of securities that they underwrote contained material misrepresentations of fact. Convinced the plaintiffs to withdraw all claims against his clients without any concession or payment on their part.
  • Managed the defense of class action litigation against three underwriters alleging that the registration statement relating to the public offering of securities that they underwrote contained material misrepresentations of fact. Upon motion filed by Schiff Hardin the complaint was dismissed with prejudice.
  • Managed the defense of securities class action and derivative litigation arising from allegations of financial fraud by a multinational public company. The cases were settled well within policy limits for the cost of defense.

Special Litigation Committees

  • Managed the Special Committee investigation of a telecommunications company listed on the Nasdaq Stock Market, investigating allegations set forth in derivative and class action litigation, including allegations that the Company was being managed by an alleged organized crime figure. In the related litigation, Judge Robert Sweet, a federal judge in the Southern District of New York, found Ralph to be a top corporate lawyer and found his testimony to be above reproach.
  • Managed the Special Committee investigation for a NYSE-listed company that originated unrated automobile financings, investigating claims asserted by the Securities and Exchange Commission and private party litigants that its financial statements were materially misleading as well as allegations of undisclosed related-party transactions and tax fraud.
  • Managed a far-reaching Special Committee investigation of a Fortune 100 NYSE listed company. The engagement was triggered by allegations by the SEC (and in related class action and derivative litigation) that the company’s financial statements were misleading; by allegations by state utility authorities that state laws had been violated in connection with the company’s maintenance of the company’s electricity distribution system; by allegations by the Nuclear Regulatory Commission that federal law had been violated in connection with the operation, shutdown and maintenance of one of the company’s nuclear electricity generation facilities; and by circumstances leading to a major power outage that spanned from Toronto west to Pittsburg and south to Philadelphia.
  • Managed a Special Committee investigation of alleged financial fraud at a company listed on Nasdaq and operating in China.

Publications, Presentations & Recognitions

Publications

  • “Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association Takes Aim at SEC Proposed SPAC Rules,” The National Law Review (Jun. 21, 2022)
  • “SEC Recommends Major Changes in Municipal Securities Market,” (co-author) Cozen O’Connor Alert: News Concerning Recent Securities Issues (Oct. 1, 2012)
  • “GAO Publishes Report on Factors That May Affect Trends in Regulation A Offerings,” (co-author) Cozen O’Connor Alert: News Concerning Recent Securities Issues (Jul. 19, 2012)
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Presentations

  • “Uplist Boot Camp Panel,” (panelist) 5th Annual Dawson James Small Cap Growth Conference, Jupiter, Fla. (Oct. 28, 2019)
  • (panelist) Dealflow Media Reverse Merger Conference, Toronto, Canada (2010)
  • “SEC’s Rule 506(c): What Lies Ahead in 2015 and Beyond?” (speaker) The Knowledge Group Webinar (Sep. 8, 2015)
  • “Malta – A New European Jurisdiction for Investment and Financial Business,” (panelist) AmCham Malta and FinanceMalta Roundtable Event, New York, NY (Sep. 24, 2009)

Recognitions

  • Peer Reviewed AV® Preeminent™, Martindale-Hubbell (Since 1990)

Boards, Memberships & Certifications

  • American Bar Association
  • District of Columbia Bar Association
  • Virginia Bar Association
  • U.S. Holocaust Memorial Museum, Washington Lawyers Committee

Insights