Matthew F. Kluchenek

Enforcement/Investigations.  Mr. Kluchenek represents firms and individuals subject to investigations and enforcement actions by the government and self-regulatory organizations with respect to matters involving disruptive trading practices, wash trades, manipulation, unauthorized trading, block trades, non-competitive trading, supervisory failures and fraud, among others.  He also works with clients to create training programs and conducts on-site training sessions to assist clients in reducing the risk of enforcement actions.  Recent representations include serving as lead counsel for:

• CFTC and CME Group investigations of a major bank and its traders for disruptive trading conduct;
• a high-frequency trader in DOJ and CFTC investigations involving spoofing and manipulation (resolved without adverse action);
• an investigation by CME Group of three brokers of a Swiss branch of a U.S. bank involving the brokers’ activities in connection with customers who allegedly placed disruptive orders (resolved without adverse action);
• a large U.S. precious metals dealer investigated by the CFTC with respect to leveraged retail commodity transactions (resolved without adverse action);
• a Shanghai-based algorithmic trading firm and its founder and two traders in a CME investigation;
• an investigation of a securities trading desk in connection with alleged VIX manipulation activity (resolved without adverse action); and
• four bulge bracket bank traders investigated by a futures exchange with respect to block trades.

Regulation. Mr. Kluchenek assists clients in the U.S., Europe and Asia in navigating their obligations under the Commodity Exchange Act, as amended by the Dodd-Frank Act, and representing clients in discussions with the CFTC, SEC and self-regulatory organizations with respect to novel issues.  Recent representations include:

• advising a foreign government’s investment funds with respect to their obligations under the Commodity Exchange Act;
• obtaining no-action relief from the CFTC with respect to position limits;
• conducting a global internal review of whether the client’s activities trigger swap dealer registration;
• advising several non-U.S. banks with respect to their registration obligations under the Commodity Exchange Act;
• working with a bank to address the retail commodity transaction provision under the Commodity Exchange Act;
• structuring U.S. person policies for non-U.S. financial institutions; and
• assisting various clients in addressing their swap dealer, FCM and IB regulatory obligations.

Transactions. Mr. Kluchenek assists clients in (i) structuring and forming new business entities and addressing related ownership, governance, intellectual property, employment and securities disclosure issues, (ii) negotiating and documenting strategic acquisitions, joint ventures, licensing arrangements, ISDA agreements, trading agreements and employment agreements, and (iii) structuring and forming private investment funds, including master-feeder fund structures.  Recent representations include:

• the structuring and formation of numerous domestic and master-feeder hedge funds for purposes of trading securities, derivatives and/or cryptocurrencies;
• the formation of proprietary trading firms, including the preparation of multi-class operating agreements and trader agreements;
• negotiating and documenting numerous ISDA master agreements for buy-side and sell-side market participants; and
• advising a major agricultural merchandiser on structuring and documenting their suite of product contracts as swaps, options and forwards.

FinTech.  Mr. Kluchenek represents clients in a growing array of fintech matters, with an emphasis on cryptocurrency regulation.  Recent representations include:

• advising an market in the preparation and filing of an application to become registered as a bitcoin derivatives exchange with the CFTC, and ongoing consultations with CFTC staff regarding the application and business model of Bitnomial;
• counseling a large non-U.S. spot cryptocurrency exchange with respect to its activities in the U.S. market;
• assisting a proprietary trading firm in building out its cryptocurrency trading operations;
• forming a hedge fund to trade cryptocurrencies on U.S. and non-U.S. markets; and
• reviewing numerous ICO White Papers and counseling issuers with respect to the implications of offering coins and tokens to U.S. persons.

Georgetown University Law Center, LLM, Securities and Financial Regulation

Chicago-Kent College of Law, Illinois Institute of Technology, JD

Loyola University Chicago, BA

• Illinois

• Former Owner of Mind’s Eye Winery
• Village of Hinsdale - Former Park and Recreation Commission Chairman
• Village of Hinsdale - Former Plan Commission Commissioner
• Futures Industry Association - Member
• International Swaps and Derivatives Association - Member
• American Bar Association - Member
• Chicago Bar Association - Member