Representing a client in a securities enforcement matter presents challenges and requires strategies different from those adequate to handle an ordinary civil or commercial dispute. The mere initiation of an enforcement action by a securities regulator can cause extensive harm to a client’s reputation or business prospects. It is critical for attorneys to be in prompt and proactive communication with the regulators at the earliest stage of the process to try to advance their clients’ interests.
Career practitioners whose enforcement work has earned the respect of the SEC staff, our team members include lawyers who have held senior positions with the SEC’s Division of Enforcement, Office of General Counsel and Division of Market Regulation (now Trading & Markets); the Commodity Futures Trading Commission; FINRA; the New York Stock Exchange; the Boston Stock Exchange; numerous state regulatory agencies; and the North American Securities Administrators Association. Our group also includes the former director of enforcement at the NYSE and FINRA. It is a mature team that understands the regulatory mindset, with depth and experience across the U.S. and a significant presence in our New York and D.C. offices. That strength carries through to the U.K., where our enforcement team members in London are former senior regulators at the Financial Services Authority.
Team attorneys have represented clients in numerous formal and informal enforcement investigations and proceedings initiated by the SEC, FINRA and other securities industry self-regulatory organizations, state securities regulators and other entities with securities jurisdiction as well as securities regulators in the U.K. and Japan. We are experienced at defending clients at every stage of these matters — from the informal inquiry, through the investigation and “Wells” process, at trial or hearing, and on appeal. We defend individual and institutional clients in parallel investigations by state and federal criminal authorities and coordinate national responses for our clients when necessary. When the matter requires coordination with state attorneys general offices, we often work closely with our affiliate, Bingham Consulting Group, which helps businesses craft national approaches for their state issues.
Our familiarity with both regulatory processes and personnel allows us to assist clients in developing effective and coordinated enforcement defense strategies in one or multiple jurisdictions. With our leading Trading & Markets and Investment Management practices at their disposal, Bingham enforcement attorneys have an in-house interpretive resource that can help with case development and planning. We have assisted brokerage firms and their staff in the defense of a wide variety of charges or potential charges. We are also experienced in negotiating appropriate resolutions of regulatory matters, when that is the desired approach. Subjects we have defended for our clients include, among many others:
- Inadequate disclosure
- Failure to supervise
- Improper sales practices
- Product structures
- Underwriting practices
- Trading issues
- Market manipulation
- Insider trading
- Regulatory reporting
- Advertising violations
- Blue sky issues
- Research issues
- Accounting and financial reporting fraud
We have also assisted brokerage firms as well as investment advisers, investment companies and their staff in issues related to the investment management industry, including those concerning:
- Market timing/late trading
- Directed brokerage
- Soft dollars
- Research
- Advertising
- Allocation issues
- Fiduciary obligations
Internal Investigations
Our attorneys draw on the experience gained over more than 25 years and through thousands of matters to assist clients in planning and executing internal investigations related to potential violations of securities, banking and other laws, as well as breaches of fiduciary duty. We offer clients the combination of seasoned investigatory capacity with deep knowledge of industry practices and relevant governing statutes, rules and regulations.
Our clients’ goals in these cases are usually to assess and fix suspected problems, and, if warranted, to make appropriate disclosures to regulators. As many of our attorneys have extensive regulatory experience, we are well positioned to help our clients address these issues proactively and in a manner acceptable to regulators. We have conducted investigations for major full-service and discount brokerage firms, investment advisers, boards of directors, audit committees, special litigation committees, corporate management and internal auditors, coordinating closely with general counsel and corporate management in these matters.
As agencies with securities industry jurisdiction are more and more willing to use their criminal enforcement tools, our attorneys with criminal defense background can provide reassurance and wise counsel to clients in need of these services. If necessary, the trial experience of our seasoned federal and state criminal practitioners, including a number of former senior prosecutors, can be brought to bear.
Securities enforcement clients include, in addition to broker-dealers, issuers, underwriters, investment banks, accounting firms, stock and options exchanges, mutual fund companies, investment advisers, hedge funds and officers and directors.