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Maco, Paul S.
Paul S. Maco
P: +1.202.828.5821
F: +1.800.404.3970
M: +1.202.607.7300

Susan Milne


Paul Maco practices in the areas of federal securities and commodities law, public finance, and corporate governance. A former senior official at the U.S. Securities and Exchange Commission (SEC), Paul’s government enforcement, regulatory, and policy experience combined with his private sector enforcement defense and transactional experience, provides clients with a comprehensive perspective in enforcement, regulatory, and compliance matters before the SEC, Department of Justice (DOJ), Financial Industry Regulatory Authority (FINRA), the Municipal Securities Rulemaking Board (MSRB) and states Attorneys General. Paul represents organizations and individuals, including rating agencies (NRSROs), states, local governments, and their officials, brokers, dealers, municipal securities dealers, municipal advisors, and their officers and employees in federal and state government investigations. He advises clients on compliance with SEC and MSRB regulations 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.

Currently, Paul represents  a local government and an investment bank in separate SEC enforcement formal investigations. He recently represented several state and local government issuers and underwriters in the SEC’s MCDC enforcement initiative, including three recently settled proceedings with underwriters. Other current engagements include representation of a financial services entity in parallel SEC and DOJ investigations and representation of a state fund and officials in government inquiries. He recently successfully defended a rating agency in an SEC enforcement investigation, as well as the State of Rhode Island in the SEC’s formal investigation into the State’s pension disclosure.

Internationally, Paul served as a member of the Board of Advisers to the Emirates Securities and Commodities Authority Board of Directors from February 2007 until November 1, 2016.  He headed the team preparing the new United Arab Emirates (UAE) corporate bond regulations and over the past decade prepared revisions of the commodities regulations and other aspects of the securities and commodities laws of the UAE. He has also advised on the revision of sovereign wealth fund governance and organizational structure, as well as the development and implementation of rules and regulations at securities and commodities exchanges of several countries outside the United States.

Paul began his career as an attorney in the SEC's Division of Enforcement in the New York Regional Office. After private practice in New York and Boston, he returned to the SEC to work for Chairman Levitt and establish and serve as first Director of the SEC’s Office of Municipal Securities.  In addition to participating in drafting continuing disclosure amendments to Rule 15c2-12, advising the Commission in enforcement proceedings against approximately 150 municipal market participants,  SEC activities relating to the Orange County, California bankruptcy, and MSRB rulemaking, Paul accompanied and advised the Chairman in Congressional testimony and testified himself before Congress, He coordinated SEC efforts to end "pay-to-play" practices in the U.S. municipal securities markets and initiated a program providing technical assistance in developing sub-sovereign debt markets. 

Representative Experience

Domestic – Enforcement and Litigation
Defended the State of Rhode Island in the formal investigation by SEC into pension disclosure successfully concluding with a closing letter without recommendation of further action from the Division of Enforcement.

Advising a State and local issuers regarding the MCDC.

Defended several securities firms in the MCDC.

Defended a securities firm and employee in pre-MCDC SEC investigation of disclosure and compliance with Rule 15c2-12.

Defended a securities firm and employees in SEC formal investigation of Build America Bonds offerings.

Defended a securities firm in investigations by the U.S. Attorney for the Southern District of New York and the SEC of a municipal government’s securities offerings.

Defended a securities firm in the investigation by the Attorney General for the Commonwealth of Massachusetts of potential violations of state false claims and consumer protection statutes relating to Build America Bonds.

Defended a securities firm in the investigation by the Attorney General for the Commonwealth of Massachusetts of potential violations of state false claims and consumer protection statutes relating to alleged pay-to-play activities.

Defended a securities firm in the investigation by the Attorney General for the State of New York of potential violations of state securities laws.   

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 and dropping all sanctions.

Defended U.S. securities firm 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.

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 exchange listing status.

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

Defended individuals in SEC insider trading investigations, successfully concluding with no charges against the individuals.

Defended individual in SEC insider trading investigation resulting in consent to entry of injunction, without admitting or denying allegations, in federal district court.

Defended individual in SEC administrative proceeding relating to market timing, resulting in consent to Cease and Desist Order.

Defended officer of large global financial institution after Wells notice in FINRA investigations into alleged pay-to-play violations, successfully concluding with  no charges against the individual.

Defended officer of large global financial institution in FINRA investigation of alleged pay-to-play violations, successfully concluding with no charges against the individual.

Domestic – Disclosure Counsel
Disclosure Counsel to State of Kansas.

Special Disclosure Counsel to the “Big Dig” and Massachusetts Turnpike Authority in largest-to-date U.S. public infrastructure project following launch of SEC enforcement investigation. 2001-2008

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

Counsel to multi-national corporation on Municipal Advisor registration and regulation.

Counsel to securities firms and financial advisors on Municipal Advisor registration and regulation.

Counsel to State Authorities and local governments on Municipal Advisor regulation.

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. 2007-2016

Prepared advisory memoranda on Basel III 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, commodities market regulations and internal procedures for administration, review and drafting of UAE companies law, in drafting electronic trading regulations.

Worked extensively with an international financial advisor and national Attorney General 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

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

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

"Building a Strong Subnational Debt Market," 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.

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.
President, Parish Council 2014-2015, Holy Trinity Catholic Church Washington D.C.


Euromoney PLC, Benchmark Litigation, District of Columbia Local Litigation Star, 2013-2015
Woodward/White, Inc., Best Lawyers, 2005-2017
Thomson Reuters, Washington, D.C. Super Lawyers, 2007-2016
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