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Paul S. Maco

Maco, Paul S.


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Susan Milne

Paul Maco practices in the areas of federal securities and commodities law, corporate governance, and public finance. A former senior official at the U.S. Securities and Exchange Commission (SEC), his transactional, regulatory, enforcement and enforcement defense experience brings a comprehensive perspective to the needs of his clients, whom he represents before the SEC, Financial Industry Regulatory Authority (FINRA) and the Municipal Securities Rulemaking Board (MSRB) in enforcement, regulatory, and compliance matters.

Paul advises clients on compliance and corporate governance matters, conducts internal investigations, serves as special disclosure counsel and counsel in municipal securities transactions, and coordinates public finance activities in the firm’s Washington office. His clients include broker-dealers and municipal securities dealers, large and medium sized investment banks, bond counsel, individuals, corporations, state and local governments, foreign securities and commodities regulators, a foreign securities exchange, and an international investment advisor of a sovereign wealth fund.

As a member of the Board of Advisers to the Emirates Securities and Commodities Authority Board of Directors, Paul has advised on the development of the United Arab Emirates (UAE) corporate governance laws as well as securities and commodities regulations. He has experience advising on the revision of sovereign wealth fund governance and organizational structures, as well as the development and implementation of rules and regulations at securities and commodities exchanges outside the United States.

Paul established and served as the first Director of the SEC’s Office of Municipal Securities. As director, he was responsible for leading the effort to modernize regulation of the municipal bond market under former SEC Chairman Arthur Levitt. He advised the Commission on enforcement actions, rulemaking policy, and oversight of the MSRB. In addition to guiding enforcement proceedings over approximately 150 municipal market participants and SEC activities relating to the Orange County, California bankruptcy, Paul oversaw introduction of price and transaction transparency to the municipal market through development and implementation of the MSRB’s real time transaction reporting system. He initiated a program providing technical assistance in developing sub-sovereign debt markets and coordinated SEC efforts to end "pay-to-play" practices in the U.S. municipal securities markets.

Paul began his career as an attorney in the SEC's Division of Enforcement and, after 15 years in private practice in New York and Boston specializing in public and project finance and federal securities law, returned to the SEC as an attorney fellow in the SEC's Office of General Counsel, prior to his role as Director.

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Representative Experience

Domestic – Enforcement and Litigation
Defending a State in formal investigation by SEC Division of Enforcement into pension disclosure.

Defended Chief Accounting Officer of Public Company in SEC enforcement action following Court of Appeals reversal of jury verdict finding of two counts of trading on inside information, fraudulent financial statements, successfully negotiating settlement limited to injunction, without admission or denial, on aiding and abetting reporting violation without further sanction.

Defending U.S. investment bank in SEC and DOJ inquiry into municipal market investment bidding practices

Defended U.S. investment bank in U.S. District Court for the Eastern District of Louisiana litigation brought by issuer-city relating to variable-rate demand obligations; case in administrative closure

Defended U.S. investment bank in Wells response to FINRA enforcement investigation of MSRB rule violations seeking broad multi-million dollar penalties and individual sanctions, successfully negotiating entity-limited resolution with substantially reduced monetary fine and censure.

Defended U.S. public company in SEC investigation of allegedly misleading disclosure in acquisition.

Defended U.S. public company in SEC investigation of risk of loss of listing status.   

Defended U.S. investment bank in SEC proceeding relating to auction rate securities

Defending public company in SEC inquiry into potential acquisition related disclosure violations

Defending individuals in on-going insider trading investigation

Defended individual in SEC administrative proceeding relating to market timing

Defended officer of large global financial institution after Wells notice in FINRA investigations into alleged pay-to-play violations

Defended officer of large global financial institution in FINRA investigation of alleged pay-to-play violations

Domestic - Regulatory
Secured “not a security” no-action letter from Division of Corporation Finance.

Special Disclosure Counsel to largest-to-date U.S. public infrastructure project following launch of SEC enforcement investigation

Counsel to leading global financial institution in negotiating unique long term distribution agreement for municipal bonds with a second leading global financial institution

Counsel to leading municipal securities investor communications and disclosure dissemination services provider

Counsel to U.S. investment banks on pay-to-play and other municipal securities compliance issues

Counsel to northwestern U.S. bond issuer advising on governance and disclosure practices and procedures

Provide securities regulatory and compliance advice to numerous state and local governments and officials

International - Regulatory
Member of Advisory Board to Board of Directors of the Emirates Securities and Commodities Authority

Prepared advisory memoranda for an internal government policy group of an Emirate  

Provided regulatory counsel to the Dubai International Financial Exchange (now NASDAQ Dubai), an international securities exchange

Provided regulatory counsel to international commodities exchange

Advised the Emirates Securities and Commodities Authority in drafting regulations relating to Initial Public Offerings

Advised the Emirates Securities and Commodities Authority in drafting commodities market regulations and internal procedures for administration

Advised the Emirates Securities and Commodities Authority in connection with the review and drafting of UAE companies law, and setting the policies and procedures for the trading of commodities

Advised the Emirates Securities and Commodities Authority in drafting electronic trading regulations

Worked extensively with an international financial advisor in developing and drafting extensive revisions to governing law to implement international best practices in governance, oversight and administration for MENA sovereign wealth fund

Worked with an international development agency advising a S.E. Asian government on secondary bond market regulation and assisting bond dealer association in developing model bond dealer code as part of post crisis restoration of  liquidity to the national debt market

Advised Eastern European regulators on revisions to revenue bond law and regulation

Publications and Speeches

“A New Safe Haven,” International Financial Law Review, December 2011-January 2012, with Charles Almond.

"Building a Strong Subnational Debt Market," was translated to Chinese and included as a chapter in the World Bank book Subnational Debt Finance and Risk Management: International Experience, published 2011.

“Public Finance Challenges and Opportunities for Resolution,” Municipal Finance Journal, (with Jane L. Vris and William L. Wallander) Vol. 31, No. 2, Summer 2010.

"Muni Dealer Rules Tightened to Improve Issuer Disclosure," Securities Regulation and Law Report, 42 SRLF 1296, July 5, 2010 (co-author).

"A Gift Not To Be Overlooked," 2010 U.A.E. Securities and Regulatory Authorities Summit, Abu Dhabi, UAE, February 15, 2010, republished in Financial Fraud Law Report, Vol. 2. No. 5, May 2010.

“Tougher Rules Ahead for Muni Securities Dealers,” BNA Securities Regulation and Law Report: Analysis, August 17, 2009.

The Handbook of Municipal Bonds, Chapters 22, The Municipal Securities Rulemaking Board  (with Jennifer Taffe), 23, The Role of the Securities and Exchange Commission (with Cristy Edwards), and 24, Sarbanes-Oxley and the Securities and Exchange Commission, The Frank J. Fabozzi Series, John Wiley & Sons, Inc. (2008)

"Do Muni Accounting Rules Contain a 'Disclosure Trap?'" Securities Regulation & Law Report, Vol. 39, No. 30, July 30, 2007.

"Federal Securities Law," a quarterly column in The Bond Lawyer, the journal of the National Association of Bond Lawyers, 2001 – present.

Disclosure Roles of Counsel in Municipal Securities Transactions, American Bar Association, 3d ed. 2009 (co-reporter and co-author), 2d ed. 1994 (co-reporter and co-author), 1987 ed. (co-editor and co-author)

Federal Securities Laws of Municipal Bonds Deskbook, National Association of Bond Lawyers (Editor).

"Building a Strong Subnational Debt Market," Richmond Journal of Global Law and Business, Vol. 2, No. I, Winter/Spring 2001; excerpt published in Markham and Hazen, Corporate Finance 2d. (West, 2008)


J.D., New York University School of Law, 1977
B.A., Lehigh University, 1974

Bar Admissions

District of Columbia
New York

Court Admissions

U.S. Supreme Court


Adviser, Emirates Securities and Commodities Authority Board of Directors
Adjunct Associate Professor of Law, Federal Securities Markets, American University Washington College of Law (1997-1999)
Instructor, Federal Securities Law and International Securities Transactions, Morin Center for Banking Law Studies, Boston University School of Law (1992-1996 and 1999-2003)
Editorial Board, Municipal Finance Journal
American Bar Association, Committee on Federal Regulation of Securities, Section on International Law, and State and Local Government Section
Director, National Association of Bond Lawyers, 1989-1992
American College of Bond Counsel
Association of the Bar of the City of New York


Benchmark Litigation, The Guide to America's Leading Litigation Firms and Attorneys, 2011-2013
U.S. News & World Report, Best Lawyers, 2005-2015
Thomson Reuters, Washington, D.C. Super Lawyers, 2007-2014
Chairman's Award for Excellence, Securities and Exchange Commission
National Federation of Municipal Analysts Industry Contribution Award, 2001
The Carlson Prize, National Association of Bond Lawyers, 2009