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Mark Dzarnoski

Senior Counsel
fax +1 702.862.8400

Mark Dzarnoski blends white collar criminal defense work with extensive business litigation and planning including commercial and business claims, defending class actions cases, and resolving contract disputes, unfair trade practices, governmental investigations and shareholder rights issues.

Mark has three decades experience representing clients on issues arising out of commercial and business-related activities and relationships. His clients run the gamut from large multi-national, publicly traded companies involved in complex litigation and/or government investigations to individuals involved with small, closely held business entities who are facing internal disputes or external threats to their financial well-being.

Mark defends clients in connection with state and federal criminal cases focusing on allegations of fraud and regulatory compliance as well as administrative proceedings and enforcement actions by the SEC, FTC and/or comparable state regulatory authorities. He also represents clients during uniquely state investigations, as for instance, by State Fire Marshals investigating compliance with various state and municipal statutes, regulations and/or ordinances.

With respect to private litigation, Mark represents plaintiffs and defendants in complex litigation, class actions, securities compliance, contract disputes, shareholder rights, fraud, and deceptive/unfair trade practices.

Mark’s ability to understand, relate to and communicate with clients, business entrepreneurs, opposing parties and governmental authorities is enhanced by his own personal history as a stock broker, part-owner of a branch office of a regional investment banking company, vice-president of business development for an early e-commerce provider, Nevada securities regulator and managing shareholder overseeing the wind down of a major regional Nevada-based law firm. This unique background enables him to analyze an issue or problem from multiple different and often competing perspectives: i.e. the underlying business interest advanced by certain operational decisions and the importance of such operations to profitability versus the government’s perceived need to regulate such operations to advance the public interest.

Industries

Education

B.A., University of California, Los Angeles, Los Angeles, California
J.D., State University of New York, Buffalo, New York

Recognitions

Named among Best Lawyers in America© for Criminal Defense: White-Collar by Best Lawyers (2021-2025)

Memberships

National Association of Criminal Defense Lawyers, Member

Clark County Bar Association

State Bar Licenses

Nevada

Court Admissions

U.S. District Ct., District of Nevada
U.S. Court of Appeals, 9th Circuit
U.S. Court of Appeals, 11th Circuit
Nevada State Courts
Texas State Courts

Experience:

  • Successfully represented stock transfer agent in SEC enforcement action culminating with the Ninth Circuit Court of Appeals overturning a summary judgment granted in favor of the SEC thus limiting the application of the necessary and substantial participant doctrine in connection with allegations of Section 5 liability for unregistered offers and sales of securities under the Securities Act of 1933. S.E.C. v. CMKM Diamonds, Inc. et al, 729 F.3d 1248 (9th Cir. 2013).
  • Defeated class certification and prevailed on summary judgment in case against nationally known loan servicing companies in connection with a complaint asserting class liability for use of robo-signing techniques in non-judicial residential foreclosure actions. Profant v. Option One Mortgage et al, Case No.: CV10-01987, Second Judicial District Court, Washoe County, Nevada.
  • Successfully represented EB-5 promoter and associated persons in challenging United States Citizenship and Immigration Services (“USCIS”) action which revoked conditional residency petitions (I-526 petitions) for Chinese immigrants which previously were approved by the agency.
  • Represented Fire Protection Products & Systems division of internationally known conglomerate in connection with investigation of Nevada State Fire Marshall resulting in favorable resolution to the client.
  • Represented principals of Nevada based Qualified Intermediary in complex litigation arising out of alleged fraud in connection with 1031 tax deferred exchanges. In re: Receivership of Southwest Exchange, Inc. and Consolidated Litigation, Case No.: 07-A- 535439-B, Eighth Judicial District Court, Clark County, Nevada; In Re: Internal Revenue Service § 1031 Tax Deferred Exchange Litigation, MDL Docket No. 1878, Case No. 2:07-cv-01394-RCJ-(LRL), United States District Court for the District of Nevada.
  • Represented an American Indian reservation-based high interest lender in administrative hearing brought by State of Nevada, Department of Business & Industry, Financial Institutions Division resulting in favorable resolution to client.
  • Represented client in connection with civil forfeiture action brought by United States Attorney alleging unlawful financial structuring resulting in favorable settlement for client.
  • Represented numerous majority and minority interest holders in connection with shareholder/director disputes, deadlocks and derivative actions.

Representative Clients

  • Siemen’s Building Technologies, Inc.
  • LSI Title Agency, Inc.
  • Southwest Exchange, Inc.
  • Metropolitan Escrow Company
  • 1st Global Stock Transfer Company

The Clark Hill approach is equally pragmatic and growth-minded, which is why we understand our clients’ toughest business challenges. Our multidisciplinary, global team of advisors focuses on smart legal solutions, delivered simply.

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