We represent companies and individuals in all phases of civil and criminal investigations by federal and state agencies, including Securities and Exchange Commission (SEC), Department of Justice (DOJ), Consumer Financial Protection Bureau (CFPB), Commodities Futures Trading Commission (CFTC), Financial Industry Regulatory Authority (FINRA), Public Company Accounting Oversight Board (PCAOB), Inspectors General Offices, state Attorneys General offices and state securities regulatory agencies. Our clients consist of Fortune 500, mid-size and small companies, banks, broker-dealers, investment advisers, investment funds and accounting firms, as well as corporate executives, securities and compliance professionals, lawyers, and accountants.
“Some firms sit back and wait to hear from the SEC. You took the lead. Got to the bottom of the problem and solved it.”
— client CEO
We draw on the broad experience of Venable attorneys to assist clients in managing the risk of litigation while at the same time protecting the client’s reputation. Our experience enables us to prevent regulatory inquiries from expanding into criminal or enforcement matters for clients. Our attorneys include former officials in the SEC’s Enforcement Division, former Assistant U.S. Attorneys, former counsel with the CFPB and the Special Inspector General for TARP, former senior federal banking regulatory officials and former state and local prosecutors. Our combined enforcement, litigation, compliance and regulatory experience is unique, and is the reason we are frequently retained to handle parallel civil and criminal investigations and help clients mitigate regulatory risk, assess litigation options, negotiate favorable settlements, conduct internal corporate investigations and develop strong compliance procedures.
Government Investigations and Enforcement Proceedings
We represent clients in criminal and civil government investigations and enforcement proceedings concerning securities, banking, consumer finance, accounting, mortgage and corporate governance issues.
We conduct internal investigations and regularly advise special board committees, audit committees and individual corporate directors on a full range of fiduciary responsibilities, financial reporting obligations and corporate governance matters. For example, we have advised executives and boards on financial restatements, internal/external auditor concerns, whistleblower allegations, shareholder derivative demands and other corporate governance and internal control issues.
We assist clients with the development, audit and testing of compliance policies, procedures and systems. We also develop and conduct client-specific compliance training programs. Our experience includes creating compliance and supervisory procedures and trading desk manuals for broker-dealer firms and investment advisers, drafting insider trading procedures for companies, and advising companies on methods to ensure compliance with the Foreign Corrupt Practices Act (FCPA), anti-bribery statutes and anti-money laundering laws. We also work closely with Venable’s Legislative Group to advise clients with respect to legislation affecting financial institutions.
Our Proactive Approach
We are aggressive in getting straight to the crux of issues. We dig deep to find out what’s behind an investigation. We don’t wait to see where a matter will go. We push to make it go away. You hear from us before you hear again from the government.
“I just wish I had found you guys initially. I think we could have stopped this investigation in its tracks.”
— hedge fund CEO
Financial Fraud and Accounting Cases
- Represented a financial institution and its executives in an SEC investigation involving allegations of accounting fraud.
- Represented a Big Four accounting firm in investigations by the SEC, AICPA and several state accounting regulators involving auditor independence requirements.
- Represented a Chief Financial Officer and Investor Relations Officer in an SEC investigation and SEC federal district court lawsuit alleging false corporate disclosures and accounting improprieties.
- Represented executives of a global corporation in an extensive internal investigation and SEC investigation involving allegations of accounting fraud.
Investment Adviser/Hedge Fund Representation
- Represented a hedge fund in an SEC investigation into front running and improper sharing of trading and portfolio information.
- Represented multiple hedge funds in SEC insider trading investigations.
- Represented a hedge fund in an SEC investigation into trading with respect to public investment in private equity (PIPE) transactions.
- Represented an investment adviser in an SEC investigation into market timing of mutual fund trades and subsequent fraud lawsuit filed by the SEC, which was later dropped after the filing of motions to dismiss.
Broker-Dealer and Financial Services Firm Representation
- Represented major investment banking firms in regulatory investigations and compliance counseling relating to auction rate securities.
- Represented a broker-dealer in SEC and CFTC investigations concerning market timing and late trading.
- Defended insurance company in connection with mutual fund inquiries by a U.S. Attorney, Massachusetts Securities Division, and the New York Attorney General (relating to market timing and late trading), the SEC (regarding directed brokerage and 12b-1 fees) and FINRA (regarding mutual fund sales promotions and market timing).
- Represented a real estate company in connection with an SEC investigation into the sale of unregistered securities.
Representation of Executives, Lawyers and Securities Professionals
- Represented a hedge fund trader in the Galleon insider trading investigation.
- Represented a Chief Executive Officer in an SEC insider trading investigation.
- Represented the General Counsel of an asset management firm in an SEC investigation into compliance practices relating to the allocation of trades between proprietary and client accounts.
- Represented portfolio managers in an SEC investigation alleging the sale of unregistered securities and fraudulent securities transactions.
- Represented a law firm in an SEC investigation and litigation alleging securities fraud and failure to register securities.
- Drafted trading desk manuals and supervisory procedures for major investment banks.
- Advised senior management of a large public technology company in an internal review of potential leaks of confidential earnings information and in the development of procedures for properly protecting such information.
- Drafted and advised on insider trading, codes of ethics and FCPA policies for numerous clients.
- Implemented compliance programs and conducted compliance training and pre-transactional due diligences for multiple public companies.
Foreign Corrupt Practices Act Representation
- Represented an executive of a large multinational insurance corporation before the SEC and Department of Justice on allegations of bribery of officials of a Central American government.
- Represented a senior executive of a multi-national transportation and logistics company in investigations by the SEC and Department of Justice into FCPA violations.
- Represented a target/subject (Brazilian citizen) in SEC and Department of Justice investigations into payments by a Brazilian subsidiary of a U.S. corporation made to government officials in a Far East country in order to secure a portion of a monopoly market in tobacco.
- Conducted an internal investigation and represented a defense contractor before the SEC and Department of Justice regarding allegations of bribing officials of a South American government.
- Conducted internal investigation for a Fortune 500 ammunitions manufacturer into a whistleblower’s criminal/civil antitrust allegations.
- Advised a Special Committee of the Board of Directors of a large multi-national oil company in an investigating into whether the company followed U.S. and international law concerning its dealings with a nation under U.N. sanctions, and whether certain of its directors and officers fulfilled their duties to the company.
- Advised the Special Committee of the Board of Directors on an investment fund and actively participated in the conduct of an internal investigation, including a written report, of the conduct of the company’s advisor and advised the members of the Special Committee on their powers and duties under Maryland law. Thereafter, we successfully defended the Committee’s decision in federal court in New York.
- Advised the General Counsel of a large defense contractor concerning allegations that it breached its contract with the Department of Defense, including assisting with an internal investigation of the facts underlying the alleged breach concerning the overstatement of services performed for the Defense Department.