Overview

Scott F. Mascianica is an experienced investigative and litigation attorney and a member of Holland & Knight's Securities Enforcement Defense and White Collar Defense and Investigations teams. With more than 15 years of experience in the government and private sectors, Mr. Mascianica has a national practice where he regularly advises businesses and individuals in connection with government and internal investigations, enforcement-related litigation, cybersecurity-related misconduct and regulatory and compliance issues.

Mr. Mascianica has extensive experience in matters facing public company issuers, board and audit committees, auditors and regulated entities. He is highly experienced at identifying potential misconduct and regulatory issues concerning public company disclosures, registered investment adviser obligations, auditing standards, special purpose acquisition companies, digital assets and cryptocurrencies, and cybersecurity obligations.

Mr. Mascianica joined Holland & Knight in 2022 after serving for nearly a decade at the U.S. Securities and Exchange Commission (SEC) in various investigative and litigation roles, most recently serving as Assistant Regional Director for the SEC's Division of Enforcement for the Fort Worth Regional Office. In this role, he supervised a team of experienced enforcement attorneys and accountants on more than 150 confidential investigations and inquiries involving broker-dealers, investment advisers, exchanges, securities offerings, insider trading and a range of public company, auditor and regulated entity issues. While at the SEC, Mr. Mascianica and his team filed more than 30 SEC enforcement actions against entities and individuals that resulted in judgments totaling more than a quarter-billion dollars. As a result, he received several awards from the SEC's Division of Enforcement for his outstanding contributions to the enforcement of federal securities laws. During his government service, Mr. Mascianica also served as a Special Assistant U.S. Attorney for the U.S. Attorney's Office for the District of Colorado, where he prosecuted crimes involving securities-related misconduct.

Prior to his time at the SEC, Mr. Mascianica worked for two AmLaw 100 firms, where his litigation practice focused on internal investigations, white collar defense and high-stakes commercial litigation. He has extensive experience in investigating and identifying possible violations of the Foreign Corrupt Practices Act (FCPA), representing trustees and receivers, and defending entities and individuals in connection with SEC and U.S. Department of Justice (DOJ) investigations. Before practicing as an attorney, Mr. Mascianica worked as a financial forensic consultant at a Big Four accounting firm.

As a result of his broad knowledge and experience, Mr. Mascianica is a sought-after speaker and commentator on various regulatory and government enforcement-related topics, including issues related to Environmental, Social and Governance (ESG), cybersecurity, legal obligations of public companies, auditors and regulated entities, and SEC enforcement trends. Mr. Mascianica also serves as editor of Holland & Knight’s SEC-focused blog, SECond Opinions.

Representative Experience

  • Represent a Nasdaq-traded company in connection with a U.S. Securities and Exchange Commission (SEC) investigation concerning possible market manipulation and public company disclosures
  • Represent a large registered investment adviser in connection with a SEC investigation concerning possible improper trading practices
  • Represent multiple public company executives in connection with SEC investigations concerning possible insider trading
  • Conducted an internal investigation for a local housing authority concerning a possible cybersecurity breach
  • Conducted an internal investigation for a special committee of workforce safety company concerning possible undisclosed related party transactions and potential noncompliance by executives with internal policies and procedures
  • Conducted multiple investigations for public companies concerning possible Foreign Corrupt Practices Act (FCPA) violations, including representation of a Fortune 10 company in connection with parallel SEC and U.S. Department of Justice (DOJ) investigations into possible FCPA violations
  • Conducted an internal investigation for a Texas healthcare company concerning possible violations of the False Claims Act (FCA) and various Texas state healthcare regulations
  • Represented the CEO of a Dallas-based oil and gas company in investigations by the SEC and DOJ into possible misconduct in connection with the sale of limited partnership interests to investors
  • Represented a Dallas-based private equity adviser in investigations by the SEC, New York Attorney General and various U.S. Attorney offices in connection with alleged pay-to-play practices to obtain business from public pension funds
  • Represented an executive of an international investment bank in connection with New York Attorney General's auction rate securities fraud investigation
  • Represented a Chicago-based hedge fund in connection with the SEC's investigation of a multibillion-dollar Ponzi scheme
  • Represented the founder of a bank in a $100 million action by the IRS based on foreign currency swap transactions

  • Advised a large registered investment adviser concerning a potential regulatory exposure regarding private placement memoranda and limited partnership agreement terms
  • Advised a large registered investment adviser concerning potential implications from ancillary de-SPAC transaction
  • Advised a publicly traded green energy company concerning compliance with public company disclosure and governance obligations
  • Advised multiple registered investment advisers in connection with examinations by the U.S. Securities and Exchange Commission's (SEC) Divisions of Examinations
  • Advised multiple entities in connection with current and proposed SEC rules concerning Environmental, Social and Governance (ESG), special purpose acquisition company (SPAC), cybersecurity, private fund, disclosure and whistleblower rules
  • Advised a privately held company concerning Delaware law compliance and regulatory exposure in connection with the acquisition of a competitor subsidiary
  • Advised a Nasdaq-listed company concerning corporate governance protocols and establishment of a special committee in connection with a government investigation
  • Advised a large registered investment adviser concerning compliance with Exchange Rule 21F-17 regarding whistleblower compliance
  • Advised a registered investment adviser concerning ongoing registration thresholds and exempt reporting requirements under the Investment Advisers Act of 1940
  • Advised multiple entities and individuals concerning compliance with the federal securities laws regarding digital asset securities and non-fungible tokens (NFTs)

  • Supervised the U.S. Securities and Exchange Commission's (SEC) three largest actions to date involving misconduct in connection with special purpose acquisition companies (SPAC) transactions, obtaining judgments totaling more than $160 million
  • Supervised more than a dozen confidential investigations into public company issuers, executives and their auditors, several of which resulted in SEC enforcement actions for violations of antifraud, internal accounting controls, disclosure controls and procedures (DCP), and internal control over financial reporting (ICFR) provisions of federal securities laws
  • Supervised a first-of-its-kind enforcement action for the agency involving fraudulent misconduct on the dark web
  • Supervised several confidential investigations into registered investment and municipal advisers, including the SEC's enforcement action against an investment adviser and advisory representative involved in a scheme to bribe several NCAA coaches and student-athletes
  • Supervised several confidential investigations concerning misconduct involving the sale of digital assets, including one of the SEC's only actions in the space against an entity for operating an unregistered securities exchange
  • Supervised multiple SEC enforcement actions against international securities dealers for illegally offering and selling securities-based swaps and their failures to properly register as dealers, with parallel actions by the Commodity Future Trading Commission (CFTC)
  • Supervised, investigated and litigated several matters that resulted in the SEC obtaining emergency relief, such as temporary restraining orders, asset freezes and appointments of receivers
  • Served as primary investigative attorney, then litigator on an $80 million fraud perpetrated by a publicly traded energy company and its management
  • Investigated and later supervised several SEC enforcement actions involving insider trading by corporate insiders
  • Prosecuted two individuals for their roles in a scheme to defraud investors of a publicly traded company, with the individuals sentenced to multiyear prison terms

  • Represented a registered investment adviser in connection with deceptive trade practices by a vendor
  • Represented a U.S. Securities and Exchange Commission (SEC) receiver in connection with the administration of a Texas-based foreign exchange company
  • Represented a trustee in a bankruptcy matter focused on identifying sham transactions executed by board members of a Texas-based entity
  • Represented an international investment bank in litigation related to its duties as a hedge fund administrator
  • Represented an investment bank in various multimillion-dollar litigation matters related to a golf resort foreclosure
  • Represented a hedge fund in litigation related to a joint venture investment with a major motion picture company for the production of dozens of major films
  • Represented a gold bullion distributor in litigation concerning interpretation of contract terms, obtaining summary judgment as plaintiff

Credentials

Education
  • Loyola University Chicago School of Law, J.D., cum laude
  • University of Michigan, B.B.A., Finance and Accounting, with distinction
Bar Admissions/Licenses
  • Colorado
  • Texas
Court Admissions
  • U.S. District Court for the Northern District of Texas
  • U.S. District Court for the Northern District of Illinois
  • U.S. District Court for the Central District of Illinois

Publications

Speaking Engagements

News