Natalie A. Napierala

Natalie Napierala represents investment advisers, broker-dealers, executives, and public companies in formal orders of investigations, Wells Notices, and enforcement actions brought in federal court by the U.S. Securities and Exchange Commission (SEC). She also defends clients in Financial Industry Regulatory Authority (FINRA) investigations, enforcement actions, and appeals to the SEC. Over the past several years, she has managed more than 80 productions to these regulators. On behalf of her clients, the SEC and FINRA have issued numerous disposition or termination letters. She also handles state regulatory inquiries and investigations including matters before the New York State Department of Financial Services and the Texas State Securities Board.

Natalie also advises broker-dealers and associated persons on compliance and disclosure issues, including Form U4 and U5 matters, BrokerCheck disputes, and regulators’ investigations into the use of off-channel communications.

A trusted resource to clients and colleagues, Natalie frequently advises on complex issues involving the attorney-client privilege, the work product doctrine, and privilege issues arising under Kovel agreements. She has extensive experience responding to requests under 17 C.F.R. § 200.83 and the Freedom of Information Act (FOIA), 5 U.S.C. § 552, including matters concerning the potential release of deposition transcripts and exhibits.

Her practice also extends to representing financial institutions in complex cross-border disputes. She has particular experience under the Foreign Sovereign Immunities Act (FSIA), including questions of immunity in federal litigation and turnover proceedings. Natalie successfully defended the New York branch of an Indian bank in a $350 million RICO action — one of the rare cases in which a foreign sovereign doing business in the United States prevailed on immunity grounds over a “commercial activity exception” argument involving wire transfers.

In addition to her litigation and regulatory work, Natalie has served as outside general counsel to a publicly traded company, advising senior executives, the board, and its committees on litigation strategy, corporate governance, executive compensation, fiduciary duties, and disclosure obligations under the federal securities laws.

Clients value Natalie’s clarity of advice, strategic insight, and ability to chart a practical course from investigation to resolution. A shareholder in the firm’s New York office — which she founded in 2012 — she earned her MBA from Columbia Business School and her LL.M. from Georgetown Law. In 2017, she was selected to the prestigious Fulbright Specialist Roster for a four-year term, later extended through 2022.

Natalie has been recognized by Crain’s New York Business list of "Notable Women in Law," Lawyers of Distinction, the National Association of Distinguished Counsel, and New York Metro Super Lawyers, including its list of “Top Women Attorneys in the New York Metro.”

Committed to pro bono service and criminal justice reform, Natalie co-chairs the firm’s Pro Bono Committee and serves as secretary of the New York City Bar Association’s Criminal Advocacy Committee. A classically trained pianist, she finds inspiration in New York’s many cultural institutions, as well as international travel — most recently to the Black Sea, the Persian Gulf, and the Strait of Malacca.

Securities Enforcement and Government Investigations

• Represents registered investment advisers, publicly traded companies, and individuals in formal orders of investigations brought by the SEC.
• Represented witness in SIGTARP and Department of Justice investigation of securities fraud in relation to public-private investment program involving residential mortgage-backed securities.
• Represented witness in Department of Justice's criminal complaint against lawyer who allegedly stole money from law firms.
• Represented witness in a New York attorney general's criminal investigation.
• Represented broker-dealer in cross-border regulatory investigation.
• Represented senior proprietary investigation trader, and a financial officer, respectively, in the CFTC’s investigation and the trustee’s investigation of MF Global holding company bankruptcy case, as well as consolidated civil suits against MF Global's officers.
• Represented former Kmart officer in SEC and criminal investigations.
• Represented former Sunbeam Corp. officer in SEC investigation, responding to Wells notice, and defending against enforcement action (settled on day of trial).
• Represented individual taxpayers in IRS investigations of offshore bank accounts.
• Represented witnesses in investigation and enforcement action brought by SEC alleging that defendant fabricated and disseminated false financial information about an investment fund. 
• Represented New York City councilman charged with falsifying records submitted to New York City Campaign Finance Board.

Regulatory Professional Liability

• Represented associated persons and FINRA member firms in FINRA regulatory investigations.
• Represented associated person in SEC and criminal investigations.
• Advised associated persons on BrokerCheck dispute process, including Form U4/U5 matters.
• Represented associated person in seven-day industry FINRA arbitration.
• Represented publicly traded company in Nasdaq delisting proceeding.
• Represented senior trader in bank’s investigation of foreign exchange trading.
• Represented accountant as witness in criminal investigations of offshore bank accounts.
• Represented physician in disciplinary proceeding before the New York State Department of Health, Office of Professional Medical Conduct.

Foreign Sovereign Immunities Act

• Defended New York branch of an Indian bank in $350 million RICO claim involving complex factual and procedural RICO, statute of limitations, and Foreign Sovereign Immunities Act issues; one of the few decisions in which a foreign sovereign doing business in the United States has prevailed on FSIA immunity grounds over a “commercial activity exception” argument involving wire transfers.
• Provides counsel to financial institutions on their possible immunity under the Foreign Sovereign Immunities Act, including removal issues related to foreign sovereigns.
• Responds to writs of attachments and subpoenas and the potential for jurisdiction over foreign branches and their assets.
• Represented a foreign sovereign bank, as garnishee, in various turnover proceedings venued in the federal district courts involving blocked funds related to the Islamic Republic of Iran and the Republic of Sudan, and their agencies or instrumentalities, pursuant to the rules and regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury.
• Represents foreign banks in complex commercial litigation.

• Bhattacharya v. State Bank of India, No. 1:20-cv-03361, 2022 WL 4482764 (N.D. Ill. Sept. 27, 2022), aff’d, 70 F.4th 941 (7th Cir. 2023), cert. denied, 2024 WL 156479 (2024); Goel v. Am. Digital Univ., Inc., Nos. 7:14-cv-02053, 1:14-cv-01895, 2017 WL 1082458 (S.D.N.Y. Mar. 21, 2017); Batra v. State Bank of India, No. 1:15-cv-02678, 2016 WL 3029957 (S.D.N.Y. May 25, 2016); Leibovitch v. Syrian Arab Republic, 25 F. Supp. 3d 1071 (N.D. Ill. 2014); Eitzen Bulk A/S v. Bank of India, 827 F. Supp. 2d 234 (S.D.N.Y. 2011).

Receiverships

• Served as receiver’s counsel in three receiverships venued in the U.S. District Court for the Southern District of New York wherein the U.S. Commodity Futures Trading Commission alleged that multiple defendant individuals and entities engaged in fraud regarding the sale and trade of foreign exchange futures contracts. Each case involved losses in the millions of dollars, and two involved parallel criminal proceedings.
• Serve as receivers’ counsel in six cases under "Operation Wooden Nickel.”
• CFTC v. Richmond Global Associates, LLC
• CFTC v. International Financial Services (New York) LLC

Advancement and Indemnification

• Represents individuals in obtaining advancement and/or indemnification of defense fees and costs pursuant to company bylaws or other corporate documents.
• Conversant in D&O policy language and analyzing the availability of coverage under D&O policies.
• Advises companies on how to better tailor their D&O coverage to meet their coverage needs.

Labor and Employment

• Advises employers on discharge decisions and earn-out disputes, and counsels executives in connection with employment and separation agreements.
• Drafts and negotiates employment, severance, noncompetition, and nonsolicitation covenants.
• Defends companies in arbitral forums, e.g., AAA and JAMS.

• Notable Women in Law, Crain's New York Business (2026)
• Fulbright Specialist Roster (2017–2022)
• Lawyers of Distinction (2018–2021, 2023–2026)
• Top Women Attorneys in New York Metro, Super Lawyers Magazine (2015)
• New York Metro Super Lawyers, Super Lawyers Magazine (2014–2015, 2025–2026)
• National Association of Distinguished Counsel (2015)

• Geeks Rule
  • Board Member
• Art for Refugees in Transition
  • Founding Advisory Member
• Citizens Crime Commission of New York City Lawyers Council
• New York City Bar Association
  • Appointed to Criminal Advocacy Committee (2016–present)
    • Secretary (2017–present)
  • Appointed to Securities Litigation Committee (2013–2016)
• Federal Bar Council
• Georgetown University Law Center
  • Alumni Admissions Program
• Desmond Law Society of Canisius College

• "Controlling Employee Communications," 5th IFSEA International Conference on Executive & Founder Issues, London, UK (June 25, 2024)
• "Investigations and Attorney-Client Privilege," Carlton Fields (February 7, 2020)

• Co-Chair, Carlton Fields Pro Bono Committee (2018–present)
• Team Leader, Clemency Project 2014