White Collar Defense and Investigations: Securities Enforcement / Financial Regulatory Enforcement
Our firm has one of the largest and most geographically diverse securities enforcement practices of any law firm.
Our securities enforcement lawyers include more than a dozen former staffers from the Securities and Exchange Commission (SEC), including some former senior officials, a number of former prosecutors from the Department of Justice (DOJ), the Financial Industry Regulatory Authority (FINRA), and the Commodity Futures Trading Commission (CFTC), as well as former heads of state securities regulators and former staff members from the offices of state attorneys general. In the United Kingdom, our lawyers represent clients before the Financial Conduct Authority (and its predecessor, the Financial Services Authority), the London Stock Exchange, and the Serious Fraud Office. Our lawyers have also represented clients before securities regulators in Germany, France, and Hong Kong.
Our securities enforcement team represents public companies, broker-dealers, investment advisers, investment companies, private funds, accounting firms, law firms, officers, and boards of directors. We have been involved in nearly every significant enforcement initiative during the past 40 years. We have represented clients involved in investigations or proceedings related to Enron, WorldCom, insider trading, the recent spate of public corruption matters in Washington, D.C., mutual fund market timing or late trading, analyst research conflicts, options backdating, auction rate securities, the “junk bond” crisis, conflicts of interests, subprime lending, corporate reporting, mortgage foreclosures, Madoff-related matters, and investigations concerning municipal finance and the marketing or trading of municipal securities and other public debt, among other issues.
Public and Private Companies
We represent public companies in connection with securities enforcement investigations or proceedings, as well as internal investigations of corporate governance matters or employee conduct. We also counsel individual officers or directors, including senior in-house legal or accounting personnel and boards of directors or board committees regarding these matters.
Our lawyers have extensive experience addressing regulatory inquiries or internal issues related to such issues as:
- Options backdating
- Corporate disclosures or alleged failures to disclose material information
- Accounting irregularities and restated financial statements
- Corporate governance and internal controls
- Alleged merger or takeover abuses
Our diverse experience with respect to these and other issues affecting public companies allows our lawyers to guide public companies and their senior management from the moment they receive an initial inquiry or subpoena from the SEC or another regulator. We understand the financial and reputational stakes involved and the imperative that public companies respond credibly and thoughtfully to potential problems.
Our lawyers also represent private companies, such as private equity and venture capital funds and other investors. These clients benefit from our wide experience with minority and control investment transactions, including seed stage financing, later stage funding, bridge financing, private investments in public equity, leveraged buyouts, restructurings, and recapitalizations. Our lawyers routinely represent hedge funds and their investment advisers with respect to regulatory investigations or proceedings, including inquiries involving mismanagement, disclosure, and valuation.
Investment Management and Investment Companies
Our firm has one of the largest investment management and investment company practices in the United States. Our government enforcement lawyers have handled all manner of regulatory investigations and proceedings involving investment advisers and investment companies and their personnel, including mutual fund directors or trustees, and have extensive experience defending against enforcement actions arising under the Securities Exchange Act and the Investment Advisers Act.
Our government enforcement lawyers regularly advise international, national, and regional broker-dealer firms as well as broker-dealer affiliates of banks, hedge funds, insurance companies, and investment advisers. Many of our team members served in senior positions in the industry or with state and federal regulators and are experienced in assisting clients with regulatory inquiries, from routine or "for cause" examinations to subject-matter regulatory sweeps to stand-alone enforcement investigations or proceedings. We also routinely counsel clients on a wide variety of regulatory compliance issues including the development of procedures for anti-money laundering and information barriers. Our team also performs internal audits and assists with enhancements to supervisory systems, conducts due diligence in connection with mergers and acquisitions, establishes and registers broker-dealers, and represents clients before self-regulatory organizations in continuing membership proceedings involving material changes in business or changes of control.
Derivatives and Structured Products
Our lawyers have an extensive practice representing clients in regulatory inspections, audits, and enforcement investigations and actions pursued by the SEC, CFTC, FINRA, National Futures Association, and other federal and state regulatory agencies. Our practice also has included representation of hedge funds, registered investment companies, investment advisers, commodity trading advisors, energy companies, traders, and others in regulatory inspections and investigations with respect to the creation, investment in, sale of, and trading of both over-the-counter and exchange-traded derivatives. We regularly perform confidential, internal compliance reviews and internal investigations in these areas and provide in-house training on legal standards governing the sale and trading of derivatives.
Our government enforcement team includes lawyers with deep and historic involvement in matters related to variable insurance products, including variable annuities, variable life, corporate-owned life insurance, bank-owned life insurance, and private placement products. We have represented broker-dealer affiliates of major insurance companies, independent broker-dealers, and associated persons in a wide variety of enforcement actions involving alleged supervisory deficiencies and suitability issues related to the sale of variable annuities. Our lawyers also work closely with clients in the development of best practice compliance and supervisory policies and procedures, including appropriate suitability guidelines and "sales to seniors" compliance initiatives.
Insider trading is one of the highest priorities for the SEC, DOJ, and other regulators. Our lawyers have handled all manner of insider trading investigations and proceedings, including cases involving executive compensation, mergers and acquisitions, trading relative to periodic financial reporting or other corporate disclosures, and matters involving remote topics. Similarly, our UK lawyers advise on disclosure, listing, and insider trading rules applicable to companies listed on the London Stock Exchange and the Alternative Investment Market as well as UK securities laws and Financial Services and Markets Act implications of stock incentive plans.
Federal anti-money laundering laws vastly expanded with the signing of the USA Patriot Act on October 26, 2001. United States financial institutions, including banks, investment companies, and broker-dealers, now have enhanced requirements that include documenting the identification of beneficial owners and due diligence policies designed to detect money laundering. In application, these money laundering laws are no longer limited to organized crime and narcotics trafficking but prominently include investments and funds transfers arising from securities, defense procurement and health care frauds, federal false claim cases, and institutional funds used or intended to be used in support of terrorism. Our lawyers have successfully resolved multiple federal grand jury investigations into money laundering suspicions and successfully defended accusations of overt money laundering crimes.