As an advocate for and counselor to issuers, financial intermediaries, the analyst community and other financial market participants for more than 35 years, Bob brings a unique skill set to bear in representing clients faced with the challenge of navigating market regulatory structures and dealing with the always evolving scope of market-related liabilities. As a litigator, he represents clients in civil cases in state and federal courts, arbitration forums, in administrative proceedings before federal and state regulatory agencies and in matters before securities and futures industry self-regulatory organizations.

His representative multi-dimensional experience includes serving as counsel to the court-appointed Receiver in multiple matters arising out of a $50 million Ponzi Scheme involving, among other things, the manipulation of the market for a publicly traded stock, and the recovery of substantial assets for the benefit of victimized investors while at the same time counseling the Receiver on matters of SEC compliance, valuation, corporate governance and other matters associated with the Receiver’s position as the second-largest shareholder of a public company.  In securities litigation, Bob’s work has repeatedly earned him recognition as an Ohio Super Lawyer.

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Bob also regularly counsels market participants, particularly financial intermediaries such as broker-dealers, investment advisers and investment managers, on regulatory compliance and licensing matters, and he assists issuers of securities on the regulatory aspects of fund formation and the offer and sale of securities in exempt transactions under state and federal securities laws.

Bob previously served as a member of the NASD Legal Advisory Board, and currently is a member of the Market Operations Review Committee for the NASDAQ Stock Market LLC, NASDAQ OMX-BX (the former Boston Stock Exchange and NASDAQ OMX-PHLX (the former Philadelphia Stock Exchange). A noted author and teacher in the area of law, theory and practice in financial markets, Bob is Adjunct Professor of Law at the Case Western Reserve University School of Law.

He is the author of Blue Sky Regulation, a comprehensive four-volume treatise on state securities regulation in the United States. He is a contributing author to other treatises dealing with the federal Securities Act of 1933, and New York’s Martin Act, and he has published numerous articles and papers appearing in law journals, online expert commentaries and other electronic media. His work has been cited in courts throughout the United States, including the U.S. Supreme Court.

Bob began his tenure with Calfee in 1975, and became a partner in 1980.

Academic Appointments

  • Case Western Reserve University School of Law, Cleveland, Ohio
    • Adjunct Professor of Law (1995 - Present) (Law, Theory and Practice in Financial Markets).
  • Cornell Law School, Ithaca, New York
    • Distinguished Practitioner-In-Residence (1993). Research and teaching (Law, Theory and Practice in Financial Markets).
  • Cleveland State University, Cleveland Marshall College of Law, Cleveland, Ohio
    • Lecturer 1976 - 1982 (Securities Regulation).


Regulatory

  • NASD (now FINRA): Legal Advisory Board (Public Member) 1992 - 1996
    • The Legal Advisory Board advised the NASD Board of Governors on legal and policy issues relating to member firm activities and self-regulation. Chair: Mark-up/Mark-down Subcommittee. Member: Punitive Damages in Arbitration Subcommittee.
  • Nasdaq Stock Market: Market Operations Review Committee (Public Member) 1996 - 2006, 2009 - Present
    • The Market Operations Review Committee hears and decides appeals by Nasdaq Market Makers from intra-day staff decisions regarding erroneous transactions, withdrawals from market-making and related issues.
  • Nasdaq OMX PHLX - Market Operations Review Committee, 2011 - Present.
  • Nasdaq OMX BX - Market Operations Review Committee, 2011 - Present.
  • Ohio Division of Securities: Enforcement Advisory Committee (Public Member) 1996 - Present
    • Public Chairperson: 1996, 2000.

Publications: Law Treatises

  • Author, Blue Sky Regulation (2d Ed., Matthew Bender/LexisNexis). A definitive four-volume treatise on state regulation of securities in the United States.
  • Contributing Author, Federal Securities Act of 1933 (Securities Regulation Series, Matthew Bender LexisNexis), Chapter 2 (“Applicability of the Act: ‘Security’ and ‘Sale’ ”); Chapter 3 (“Exempt Securities under Section 3 of the Securities Act”); Chapter 4 (“Exempt Transactions under Section 4 of the Securities Act”); and Chapter 5 (“Small Issue Exemptions under Sections 3(b) and 3(c) of the Securities Act”).
  • Contributing Author, White, New York Business Entities (14th ed., LexisNexis),
    Chapter 10 -- “State Securities Regulation: The Martin Act.”

Publications: Law Journals

  • “Misapplication of the Federal Extraterritoriality Principle in Limiting the Scope of Civil Remedies for Fraud under State Blue Sky Laws,” 63 Securities Regulation Law Journal 288 (Winter 2011).
  • “The Manifest Disregard Standard for Vacatur : Is Hall Street One Way?” The Mayhew-Hite Report on Dispute Resolution and the Courts (Ohio State University Journal on Dispute Resolution, Nov. 2010).
  • “Proportionate Liability of Controlling Persons? The Problematic Integration of the Private Securities Litigation Reform Act and Securities Exchange Act §20(a),” 37 Securities Regulation Law Journal 93, Summer 2009.
  • “Testing the Limits of NSMIA Preemption: State Authority to Determine the Validity of Covered Securities and to Regulate Disclosure,” with Fritz Berckmueller, 63 The Business Lawyer 809, May 2008.
  • “Business Lawyers and the New Ohio Rules of Conduct,” with Fritz Berckmueller, Ohio Lawyer 13, July/August 2007.
  • “Sarbanes-Oxley and SEC Standards of Professional Conduct,” 57 Case Western Reserve Law Review 365, Winter 2007, from “Lawyers in the Crosshairs,” 2006 Leet Symposium presentation, Case Western Reserve University School of Law, October 2006.
  • “Rethinking Risky Investments for that Little Old Lady: A Realistic Role for Modern Portfolio Theory in Assessing the Suitability Obligations of Stockbrokers,” 24 Ohio Northern University Law Review 189, 1998, republished in 1999 Securities Law Review, D. Langevoort, ed., West Group 1999.
  • “Corporate Governance and Constituencies” (with Michael T. Bond and Brian Hershizer), 12 Midwest Law Review 94 (Spring 1994).
  • “The Proper Role of Securities Act Section 12(2) as an Aftermarket Remedy for Disclosure Violations,” 47 The Business Lawyer, February 1992 (U.S Supreme Court Cited: Gustafson v. Alloyd Co., 513 U.S. 561, 1995).
  • “Rule 10b-5 and Fraud on the Market -- Heavy Seas Meet Tranquil Shores,” 39 Washington and Lee Law Review 861, 1982, republished in 15 Securities Law Review 285, E. Folk, ed. 1983.
  • “Federal Securities Law Should Protect Some Purchasers of All or Substantially All of a Corporation’s Stock,” 32 Case Western Reserve Law Review 595, 1982.
  • “The Role of Promotional Characteristics in Determining the Existence of a Security,” 9 Securities Regulation Law Journal 26, Spring 1981.
  • “The Interface between Securities Act §3(a)(10) and Ohio Revised Code §1707.04: Utilitarian Considerations for Ohio Mergers and Corporate Reorganization Transactions,” 27 Cleveland State Law Review 1, 1978.
  • “Fridrich v. Bradford and the Scope of Insider Trading Liability under SEC Rule 10b-5,” 38 Ohio State Law Journal 67, 1977.
  • “Expanded Liability under Section 12 of the Securities Act: When Is a Seller Not a Seller?” 27 Case Western Reserve Law Review 445, 1977, U.S. Supreme Court Cited: Pinter v. Dahl, 486 U.S. 622, 1988.
  • “An Implied Private Right of Action under Section 16(a) of the Securities Exchange Act of 1934,” 23 Case Western Reserve Law Review 155, 1971, republished in 4 Securities Law Review 159 E. Folk, ed. 1972.

Working Papers

  • “Plausible Cause: Exploring the Limits of Loss Causation in Pleading and Proving Market Fraud Claims under Securities Exchange Act Section 10(b) and SEC Rule 10b-5 (Jan. 3, 2014) Available at SSRN: http//ssrn.com/abstract=2374378 and The Selected Works of Robert N. Rapp: http//works.bepress.com/robert_rapp/6
  • “A ‘New’ Fiduciary Duty for Stockbrokers? Keeping the Dodd-Frank Rule Debate in
    Perspective,” Available at: The Selected Works of Robert N. Rapp:
    http://works.bepress.com/robert_rapp/3


Publications: Miscellaneous

  • “SEC Guidance on Private Company Mergers & Acquisition Unregistered ‘Broker’ Activity
    Sheds New Light on the Scope of Permissible Intermediary Roles,” Calfee FirstAlert (Feb. 10,
    2014) (with John Jenkins)
  • “U.S. Supreme Court to Hear Arguments on Fundamental Presumption Underlying Securities
    Market Class Actions,” Calfee FirstAlert (Jan. 24, 2014) (with Mitchell Blair).
  • “AAA Shakes Up ADR with New Rules to Permit Appeals of Arbitration Awards,” Calfee
    FirstAlert (Nov. 6, 2013).
  • “Blue Sky Regulation: A Primer for Accredited Investors,” AI Markets (October 2013).
  • “SEC Regulation FD Enforcement Action for Selective Disclosure of Company Information by Former V.P. for Investor Relations Sends an Important Message,” Calfee FirstAlert (Sept. 12, 2013).
  • “New Federal Legislation Would Scale Federal Securities Regulation of Mergers and Acquisitions Intermediaries in Smaller Private Company Transactions,” Calfee FirstAlert (June 25, 2013), republished in the VCExperts' Encyclopedia of Private Equity and Venture Capital. (October 2013)
  • “Ohio Securities Regulator Speaks Out on Unlicensed Compensated Finders in Private Offerings,” Calfee FirstAlert (May 9, 2013).
  • “A New Private Trading Platform for Restricted Securities Liquidity for Accredited Investors at What Price,? Accredited Investor Markets (AIMkts) (May 8, 2013).
  • Lexis Practice Adviser - Securities, Various Blue Sky Law topics (Online 2013):The Application of Blue Sky Laws to Offerings after NSMIA
  • “Limited Offering” Alternatives under Blue Sky Laws
    • Securities and Transaction Exemptions under Blue Sky Laws
    • State Intermediary Licensing Requirements for Participation in Offerings
    • Preparation and Use of the Blue Sky Memorandum
  • “U.S. Supreme Court Tightens Requirement for Proof of Class-Wide Damages as a Condition to Class Action Certification,” Calfee FirstAlert (Apr. 1, 2013).
  • “FINRA May Not Block Class Action Waivers in Broker-Customer Agreements,” 18 Westlaw Journal: Securities Litigation & Regulation, Issue 23, at 3 (Mar. 19, 2013).
  • “BATS Exchange Glitch Highlights Complexity Concerns for U.S. Equity Markets Structure,”
    Calfee First Alert (Jan. 23, 2013)
  • “Opening the Door to SEC Reform of Money Market Funds,” Calfee First Alert (Dec. 10, 2012).
  • “Federal Court to Rule on Challenge to Use of Former Officer’s Interview Statements in
    Corporate Investigation,” Calfee First Alert (Nov. 2, 2012).
  • “Curbing Stock Market Volatility,” 4 Financial Fraud Law Report 726 (Sept. 2012).
  • “SEC Staff Drops Support for Near Term Adoption of International Financial Reporting Standards (IFRS”), Calfee First Alert (July 25, 2012) (with Eric Zell).
  • “NYSE Program Approved to Permit Sub-Penny Stock Prices to Benefit Retail Investors,” Calfee First Alert (July 17, 2012).
  • “New Rules Heighten Stockbroker “Suitability” Obligation,” Calfee First Alert (July 9, 2012).
  • “Limit Up - Limit Down Mechanism Designed to Curb Market Volatility,” Calfee First Alert (June 20, 2012).
  • “The Jumpstart Our Business Startups (JOBS) Act” Broadly Impacts Capital Formation and Private Company Status,” Calfee First Alert (March 30, 2012).
  • “Securities Regulators Will Aggressively Address ‘Senior Specific’ Marketing of Financial Services and Investment Products,” Cleveland Bar Journal (December 2009).
  • “Conflict Preemption of State Law in the Operation of National Market Mechanisms,” (with Matthew Kucharson) Insights -The Corporate and Securities Law Advisor, Wolters Kluwer Law & Business, August 2009.
  • “On the Road to IFRS In the United States,” (with Eric Zell) 28 Banking and Financial Services Policy Report No. 2, 1, February 2009.
  • “Managing Expectations for U.S. Adoption of IFRS,” (with Scott Matasar) Securities Law 360 October 24, 2008.
  • “Risk Modeling Implications for Potential Rating Agency Liability to Purchasers of Subprime Mortgage-Backed Securities,” (with Scott Matasar) LexisNexis Expert Commentary LexisNexis Total Solutions, September 2008.
  • “International Securities Regulators Endorse Historic Cooperation Pact to Battle Global Money Laundering and Market Misconduct,” 2002:3 Ohio Securities Bulletin 1, Fall 2002.
  • “Community Bank Securities Activities after GLBA” with Barry Daley, 14 Regulatory Report 12, America’s Community Bankers, January 2001.

Online Publications: LexisNexis Expert Commentaries

  • “Rapp on Blue Flame Energy Corp. v. Ohio Dept. of Commerce [State court rejection of NSMIA covered security status].
  • “Robert N. Rapp on Scienter as a Necessary Element for Civil Aiding and Abetting under State Blue Sky Laws” [Sterling Trust v. Adderly].
  • “Robert N. Rapp on the Definition of ‘Willfully’ Used for the Imposition of Civil Penalties under State Blue Sky Laws” [Cox v. Garvin].
  • “Robert N. Rapp on ‘Good Faith Belief’ in an Exemption as a Defense against Criminal Culpability under Blue Sky Laws for the Unlawful Sale of Unregistered Securities”
    [People v. Salas].
  • “Robert N. Rapp on State Court Determination of NSMIA ‘Covered Security’ Status”
    [Buist v. Time Domain Corp.].

Unpublished Works

  • “Law, Theory and Practice in the Financial Markets” (Compilation), Course Materials, Vols. One and Two (loose leaf).

Appearances/Presentations

  • Podcast, Crowdfunding, Evolution Capital Partners (Jan. 13, 2014).
  • Faculty, “Regulation D Offerings and Private Placements,” 30th Annual Advanced ALI
  • Course of Study, March 14-17, 2013, Scottsdale, Arizona (Blue Sky Practice, Federal and State
    Enforcement and Civil Liability Issues, Ethical and Legal Responsibilities of Counsel, Due
    Diligence, and Regulation D in Practice).
  • Podcast, The Extraterritorial Application of Remedies under State Securities Laws, produced by Lexis/Nexis, and distributed via the Lexis/Nexis Web Community and I-Tunes
    (December 2011).
  • Faculty, “Regulation D Offerings and Private Placements,” 30th Annual Advanced ALI-ABA. Course of Study, March 15-17, 2012, Scottsdale, Arizona (Blue Sky Practice, Federal and State Enforcement and Civil Liability Issues, Ethical and Legal Responsibilities of Counsel, Due Diligence, and Regulation D in Practice).
  • Faculty, “Regulation D Offerings and Private Placements,” 29th Annual Advanced ALI-ABA. Course of Study, March 17-19, 2011, Coronado, California (Blue Sky Practice, Federal and State Enforcement and Civil Liability Issues, Ethical and Legal Responsibilities of Counsel, Due Diligence, and Regulation D in Practice).
  • KPMG Audit Committee Institute, “Assessing the Implications of the Dodd-Frank Act for Audit Committees,” Cleveland, Ohio, December 10, 2010.
  • “Effective and Economical Approaches to Securities Arbitration,” Cleveland Metropolitan Bar Association (Preparing Yourself and Your Client for Mediation and Arbitration), Cleveland, Ohio, November 9, 2010.
  • “Navigating the Due Diligence Minefield,” ALI-ABA Webinar, June 15 2010 (Due diligence efforts for SEC Regulation D Rule 506 offerings in the wake of market turmoil, the Dodd-Frank Act, and heightened enforcement action by the SEC and FINRA dealing with abuses in the private offering market).

Alternative Dispute Resolution

  • Arbitrator, Financial Industry Regulatory Authority
  • Arbitrator, National Futures Association
  • Private Mediator

Professional Activities

  • American Bar Association
    • Section of Business Law
      • Committee on Federal Regulation of Securities
      • Subcommittee on Broker-Dealer Regulation
    • Section of Litigation
      • Committee on Securities Litigation
  • Ohio State Bar Association
    • Corporation Law Committee
  • Cleveland Metropolitan Bar Association

 Education

  • Case Western Reserve University
    • Juris Doctor, 1972, Case Western Reserve University
      • Articles Editor, Case Western Reserve Law Review
      • National Moot Court Team
      • Dunmore Writing Prize
  • Case Western Reserve University
    • Bachelor of Arts, 1969
  • Cleveland State University
    • Master of Business Administration, 1989

Community

  • Recovery Resources, Cleveland, Ohio
    • Board of Directors (2000-2009, 2012-present)
    • Chair, Development Committee (2005-2009)

Recovery Resources is a leading provider of alcohol, drug and other addiction services in Northeast Ohio.

Awards and Nominations

  • Marquis “Who’s Who in America”
  • Marquis, “Who’s Who in American Law”
  • Ohio Super Lawyer Securities Litigation, (2007-present)
  • Martindale Hubbell AV Preeminent; Highest possible peer review rating in legal ability and ethical standards.
Rated by Super Lawyers 

Contact Bob

Practice Areas

Education

  • Case Western Reserve University School of Law, J.D., 1972
  • Cleveland State University School of Business, M.B.A., 1989
  • Case Western Reserve University, B.A., 1969

Admissions

  • State of Ohio
  • U.S. District Courts (Northern and Southern Districts of Ohio; Western District of Pennsylvania)
  • U.S. Court of Appeals for the Sixth Circuit
  • U.S. Supreme Court

Contact Bob

  • rrapp@calfee.com
  • 216.622.8288
  • vCard

Practice Areas

  • Capital Markets/Securities Transactions
  • Securities Litigation
  • Entrepreneurial Finance

Education

  • Case Western Reserve University School of Law, J.D., 1972
  • Cleveland State University School of Business, M.B.A., 1989
  • Case Western Reserve University, B.A., 1969

Admissions

  • State of Ohio
  • U.S. District Courts (Northern and Southern Districts of Ohio; Western District of Pennsylvania)
  • U.S. Court of Appeals for the Sixth Circuit
  • U.S. Supreme Court