Securities Enforcement: Companies and their Officers and Directors, and Individuals

Core to our practice is representing public companies, and their officers and directors, and others, in United States Securities and Enforcement Division of Enforcement investigations and actions alleging violations of the federal securities laws, including allegations of fraud, material misstatements, omissions to disclose material facts, corporate books and records and internal controls, insider trading, stock manipulation, offering fraud, securities registration violations (sale of securities without proper exemption), broker-dealer fraud and recordkeeping, transfer agent recordkeeping and compliance, NRSRO representations and recordkeeping, defective audit procedures and practices by audit firms and auditors in public company audits, sales practices violations and fraud by registered representatives and broker-dealers, kickbacks and undisclosed compensation to broker-dealers and their associated persons, sales practices and fraud by registered investment advisors, and material misrepresentations and omission by fund portfolio managers:

• Persuaded the SEC not to bring an enforcement action against the CEO and CFO of a New York Stock Exchange listed company with a billion dollar market cap in a financial fraud investigation.

• Convinced the SEC staff to end its investigation without bringing any charges against a public company or its officers in an investigation of alleged financial fraud.

• Represented CFO of NASDAQ-listed health care company in revenue recognition, financial statements representations, and auditor representations investigation, in matter that produced no civil or criminal charges against the CFO.

• Represented micro-cap company CEO accused of securities fraud, stock manipulation, false Sarbanes-Oxley certifications representations, false corporate filings and insider trading, and negotiated successful settlement with SEC in parallel criminal investigation.

• Represented hedge fund portfolio manager in connection with fund disclosures and portfolio manager duties and representations.

• Represented CEO and Chairman of oil and gas drilling and production company in federal and state investigations alleging sales of unregistered securities, operating as unregistered broker-dealer and fraud in the offer and sale of securities, and successfully negotiated settlement with SEC with no admission of liability and closing without action all related state investigations.

In addition to these representative federal cases, we have represented successfully corporations, registered representatives, associated persons, investment advisors and others, including insurance agents, in investigations by state securities and insurance regulators throughout the country, and by FINRA, frequently bringing to closure the investigations without any enforcement action.