Securities Enforcement

Experience

Public Company Accounting and Disclosure.  WMH’s securities enforcement defense lawyers have represented public companies and senior officials in a wide range of SEC investigations.  Drawing upon experience witnessing the evolution of the public company disclosure and governance legal landscape since the early 2000s, they have handled matters spanning the landscape of public company issues such as financial reporting, internal controls, FCPA, disclosure, executive compensation, cybersecurity, and Regulation FD.  They have successfully represented a spectrum of public company officials — board members, C-suite executives including CEOs and CFOs, chief operating officers, chief compliance officers, and key managers.

Investment Adviser.  WMH practitioners have represented a broad array of investment advisers — including hedge fund advisers, quant firms, mutual fund advisers, and real estate fund advisers — in scores of SEC investigations and examinations. In many cases they have defended adviser principles, traders and other key personnel. Their matters have included hot-button investment adviser priority topics such as conflicts of interest, insider trading, material nonpublic information (“MNPI”) policies and procedures, market manipulation including SEC Reg M Rule 105, trading in complex financial products, ESG, off-channel communications, allocation of fees and expenses, compliance procedures, valuation of illiquid instruments, short sales, and disclosure. The Firm’s lawyers have achieved for investment advisers noteworthy, client-favorable settlements and, in many cases, decisions by regulators to drop investigations altogether — including matters where regulators have dropped charges against their clients while continuing to pursue others. They also have experience counseling clients to address issues during SEC examinations so they do not result in full-blown enforcement investigations.

WMH securities enforcement lawyers have particularly deep experience with insider trading matters. That experience ranges from successfully trying insider trading cases on the defense and government sides, and leading the SEC’s successful insider trading case against Martha Stewart, to defending advisers and their personnel in dozens of SEC investigations concerning potential insider trading. They also counsel advisers on MNPI policies and procedures.

Broker-Dealer.  WMH’s securities enforcement practice offers considerable experience representing Wall Street firms and officials, including broker-dealers of varying size and business lines, in SEC and self-regulatory organization (“SRO”) investigations.  That experience includes Regulation SHO, anti-money laundering, trade surveillance, customer protection rule, high-frequency trading, MNPI procedures, identity theft prevention under Regulation S-ID, prospectus delivery, gifts and gratuities, and alternative trading platforms.  One practice member for several years defended an international bank in DOJ, SEC, state and FINRA investigations into the creation and underwriting of RMBS preceding the 2008 financial crisis. Here, as well, the Firm’s defense lawyers have enjoyed noteworthy success avoiding charges against individuals such as senior desk heads and high-level officials.

Crypto.  WMH enforcement lawyers have represented prominent crypto firms in cutting-edge regulatory investigations, including matters focused on registration, whether tokens are securities, and extraterritorial jurisdiction. These matters have been before the SEC as well as other regulators.

Internal Investigations and Monitorships.  Corporate boards, audit committees, and management have turned to WMH’s Securities Enforcement lawyers to conduct sensitive, complex internal investigations — many with an international component. These have involved financial reporting issues such as revenue recognition, internal controls, and related party transactions; disclosure issues such as executive perquisite disclosure; and fiduciary duty. Several of our internal investigations have been for investment advisers, such as matters probing potential misappropriation of client funds, accounting issues, and FCPA concerns.  Our professionals have conducted several investigations for public companies into potential insider trading by executives.

Relatedly, when called upon by law enforcement, we can serve as receivers or monitors.  One member of our team, for instance, served as Monitorship Counsel for Infinity Q (in connection with a Court dissolution of the entity) and U.S. Bank (in connection with settlements between USB and both the SEC and CFTC).

Securities Regulatory Litigation.  WMH enforcement defense lawyers are formidable litigators. From defeating the SEC at trial and on appeal in an important insider trading case, winning emergency relief in a dozen SEC cases while counsel at the SEC, to recently representing underwriters in an SEC litigation against a household-name manufacturer, members of the WMH team back up their defense of investigations with the skills to win in court. When SEC matters proceed in parallel with civil litigation, they employ strategies to turn the interplay of the multiple proceedings to their client’s advantage. Similarly, they skillfully coordinate the defense of securities related criminal cases with related SEC litigation.

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