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Robert J.A. Zito

Robert J.A. Zito

Partner

Wall Street Office
2 Wall Street
New York, NY 10005
zito@clm.com
phone: 212-238-8768
fax: 212-732-3232 download v-card

Practice Areas

Litigation, Internal Investigations and White-Collar Defense

Practice Description

Litigation (including trials and appeals), arbitration and mediation in federal and state courts, AAA, FINRA and JAMS as well as general counseling in the areas of business disputes and corporate and securities transactions, SEC and SRO enforcement, securities violations, shareholder disputes and freeze-outs, directors, officers and partners fiduciary duties, corporate governance, finance, banking, commercial and corporate transactions, tax shelters, real estate and company valuations, company dissolutions and reorganizations, employment, real estate, unfair competition and trade secrets and white-collar defense. Mr. Zito is the only defense attorney in the United States to have tried to verdict a securities class action brought under Section 14 of the Securities Exchange Act, in the wake of the Private Securities Litigation Reform Act of 1995. Mr. Zito serves on the mediation panel of the Supreme Court of the State of New York, New York County Commercial Division. He often acts as a private mediator to help litigants resolve disputes. Mr. Zito also serves as Chairman of the Corporate Governance Committee of a public company and is active in counseling clients in this area.

Education

  • B.A., 1978 Tulane University
  • J.D., 1981 New York Law School

Admissions

  • 1983 New York
  • 1983 U.S. District Courts, Southern and Eastern Districts of New York
  • 1984 U.S. Tax Court
  • 1988 U.S. Court of Appeals, Second Circuit
  • 1988 U.S. Supreme Court
  • 1991 U.S. District Court, Northern District of New York
  • 2000 U.S. Court of Appeals, Ninth Circuit
  • 2005 U.S. District Court, Eastern District of Michigan

Affiliations

  • Securities Industry and Financial Markets Association
  • American Bar Association (Litigation Section)
  • New York State Bar Association (Professionalism and Securities Regulation Committees)
  • Association of the Bar of the City of New York
  • Federal Bar Council
  • Alumni Admissions Committee for New York City and Westchester County for Tulane University (Chairman, 1984-1986)

Publications Available on this website...

"SOX302 Certifications: What Are They Good For?," New York Law Journal, November 19, 2007; "Finding the Jugular: Using AS5 to Refocus on Risk," Directors Monthly, September 2007

Additional Publications

“The Devil is in the Details: Valuing Partial Interests in Private Business Entities is More Art than Science,” New York Law Journal, April 30, 2007; "Internet & The Law: A Powerful Expert Witness Tool," New York Law Journal, September 25, 2006; "Asset Valuation: So Key, So Complicated, So Dry!," New York Law Journal, April 24, 2006; "It's About the Process: Documentation in a Hostile Environment," The Corporate Secretary & Governance Professional, Summer 2005; "Daubert And The Rise Of The Valuation Expert," New York Law Journal, April 4, 2005; "Have Clients Heard The Knock Of Regulators At Their Door?," New York Law Journal, February 22, 2005.

Presentations

Continuing Legal Education Lecturer in Trial Advocacy and Mediation; “Selective Disclosure and Regulation FD,” Second National Post-SOX Forum on Pharmaceutical Corporate Governance in New York City, October 17, 2006; “SEC Enforcement Trends,” Meeting of the Committee on Securities Regulation, Business Law Section of the New York State Bar Association, December 2005; “Disclosure vs. Process: Self Dealing Transactions in the New Hostile Environment,” Meeting of the American Society of Corporate Secretaries and Governance Professionals (New York Chapter) at JPMorgan Chase, March 2005.

Recognitions

Martindale Hubbel "AV" rating; Who's Who in the World; Who's Who in America; Who's Who in American Law; Who's Who in Business and Finance  (Marquis).

Military

New York Guard, JAG (1991-2001), Lieutenant Colonel (retired).

Directorships

  • Brooklyn Federal Bancorp, Inc.
  • Brooklyn Federal Savings Bank
  • BFS Bancorp.
  • MHC, BFS REIT, Inc.
  • The Holland Lodge Foundation, Inc.
  • The Union Chapel in the Grove, Inc.
  • Soldiers, Sailors, Marines & Airman Club, Inc.

Illustrative Matters

  • Defended Washington Mutual Financial Services in connection with a $10 million clearing broker dispute.
  • Defended Instinet and the Nasdaq Stock Market, Inc. in connection with an SEC enforcement proceeding alleging various violations under Reg. ATS.
  • Defended Bear Stearns & Co. in connection with its liability as a clearing broker for the acts of the employee of an introducing broker who was involved in a criminal “pump and dump.”
  • Defended Bear Stearns & Co. in connection with an investigation by the U.S. Department of Justice, the SEC and the Manhattan District Attorney’s Office relating to its role as clearing broker for introducing brokers involved in illegal activity.
  • Defended National Partnership Investments Corporation for alleged proxy violations under Section 14 of the Securities Exchange Act of 1934 and alleged breaches of fiduciary duty in connection with a $500 million REIT roll-up transaction.
  • Defended the Centronics Corporation in a securities class action for alleged quarterly report violations under Section 10 of the Securities Exchange Act of 1934.
  • Defended Brean Murray Foster Securities against allegations of fraud by an investment adviser and broker-dealer.
  • Defended the investment adviser for the Fundamental Family of Funds in connection with an investigation by the SEC for alleged violations under Section 10 of the Securities Exchange Act of 1934 relating to the duration of various bond mutual funds.
  • Defended an investment adviser in connection with alleged proxy violations under Section 14 of the Securities Exchange Act of 1934 relating to the appointment of an investment adviser by the mutual fund.
  • Defended Tandem Management, Inc. in a SEC civil enforcement proceeding regarding “soft dollar” practices.
  • Defended a group of investment bankers against a claim of unfair competition arising out of the uniqueness of the securitizations of commercialized mortgage obligations.
  • Represented Centaur Partners in various litigated matters in federal and state courts in connection with its attempted hostile takeover of The Pennwalt Corporation.
  • Prosecuted civilly a partnership, accountants and attorneys for violations under the Racketeer Influenced and Corrupt Organizations Act (RICO) and Section 10 of the Securities Exchange Act of 1934 in connection with tax shelter investments resulting in a RICO judgment in excess of $35 million.