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Practice/Industry Group Overview
Baker Hostetler represents corporations and SEC regulated entities, as well as their officers, directors and committees, that face complex securities litigation. We handle private securities-related litigation, shareholder class actions, derivative suits, shareholder and partnership disputes, as well as AAA and NASD arbitrations.
Our lawyers achieve favorable trial results and settlements on securities matters involving fraud, insider trading, unauthorized and unsuitable trading, registration violations, breach of fiduciary duty and accounting irregularities. In addition to trial representation, we counsel clients through SRO examinations and investigations and those by the SEC, CFTC, U.S. Attorney's offices, state attorney generals and the various states' securities commissions.
Our team has first-hand knowledge of the securities enforcement process. The team includes a Branch Chief and Senior Counsel with the SEC's Division of Enforcement, Regional Counsel with the NASD and Chief of the Securities and Health Care Fraud Unit for the U.S. Attorney's office.
Members of our team have handled hundreds of securities regulatory investigations for issuers, broker-dealers, investment advisers, mutual funds, hedge funds and their officers and associated persons resulting in no formal public action by these agencies. We are regularly retained to conduct internal investigations of potential accounting fraud, SOX issues and other securities laws violations.
Because of their broad experience, our lawyers have counseled market leaders when first response in high profile matters require sound judgment and quick actions. We know how to organize an effective team experienced to defend against public and regulatory pressure and the ensuing shareholder suits and governmental and quasi governmental investigations.
Our team has first-hand knowledge of the securities enforcement process at the highest levels.
Leadership in Action
Securities Litigation & Regulatory Enforcement: Defending the officers and directors of not-for-profit organization
Client: The officers and directors of a not-for-profit corporation
Type of Matter: Securities class action litigation
Our Client's Challenge: A class action claim was filed on behalf of all public holders of $52 million in bonds issued for the construction and equipping of a life-care facility.
The Goal: Refute the allegations that our client had violated the Securities Act of 1933, and achieve a settlement short of litigation.
Results: The case was settled favorably following four years of discovery involving more than 100 depositions, and the identification and computer control of more than one million documents.
Leadership in Action
Securities Litigation & Regulatory Enforcement: Defending large mutual fund adviser in fast breaking regulatory investigations
Client: Large mutual fund adviser involved in market timing and late trading
Type of Matter: Securities regulatory enforcement investigations
Our Client's Challenge: Extensive media coverage of $40 million Canary Capital settlement with NYS Attorney General where client had dealings with hedge fund Canary.
The Goal: Avoid significant adverse publicity and intense anticipated regulatory scrutiny from announced Canary settlement.
Results: Client received only modest media attention and matter settled with regulators for significantly less than other similarly situated funds and advisers.
Leadership in Action
Securities Litigation & Regulatory Enforcement: Defending the former officers of major financial institution
Client: Two former officers of major governmental financial institution
Type of Matter: SEC investigations and class action litigation
Our Client's Challenge: The company issued restatements of $4.5 billion in 2002 which reversed accounting treatments utilized during their tenure.
The Goal: Convince the SEC that clients had engaged in no impropriety warranting enforcement charges and avoided being named as defendants in class action.
Results: SEC to date has brought no formal charges against either client and only one is named in class action.
Leadership in Action
Securities Litigation & Regulatory Enforcement: Advising and defending Midwestern investment bank in regulatory examinations and investigations
Client: Midwestern investment bank and underwriter
Type of Matter: SEC and NASD investigations
Our Client's Challenge: Client had assisted churches in issuance of over $170 million in bonds and bond funds based on exemptions from registration under federal and state securities laws which were now being examined and questioned by NASD and SEC.
The Goal: Assist client in examinations and investigations expeditiously and cost effectively while minimizing civil and criminal exposure.
Results: Completed investigations and favorable settlement with SEC within three months with no testimony by, or interviews with, senior officers and principals of broker-dealer and related entities.
Securities Litigation & Regulatory Enforcement Experience
- Represented broker's assistant who had lied to the government in coming forward in the ImClone/Martha Stewart investigation resulting in no federal felony charges or jail time.
- Successfully defended a nationwide broker-dealer concerning private placements of securities in federal and state court litigation arising under federal and Texas securities laws.
- Successfully defended before the Philadelphia federal district court and Third Circuit the senior officers of a Navy contractor against fraud claims that SOX retroactively extended the statute of limitations for private securities fraud claims.
- Represented hedge fund in connection with investigations related to late trading and market timing allegations before the SEC, CFTC and Boston U.S. Attorney's Office.
- Defended a health care distribution conglomerate against derivative and class action claims that the company and its directors had violated their fiduciary duties and the federal securities laws.
About Baker Hostetler's Litigation Team
When the stakes are bet-the-company monetary damages, potential criminal sentences, and intense scrutiny in the court of public opinion, the 200-plus litigators of Baker Hostetler are a team to depend on. We have the kind of credentials you expect from a leading national litigation firm and a client base we have protected in and out of court for decades.
What really sets us apart is our practical experience as trial lawyers. The Baker Hostetler team includes former top prosecutors of the U.S. Justice Department (four of whom received the Attorney General's Distinguished Services Award), former prosecutors for major municipalities, veteran civil trial attorneys and enforcement officials from various federal agencies, from the Department of Energy to the SEC and NASD.
About Baker Hostetler
Baker Hostetler lawyers help clients establish, maintain and protect market-leading positions across the United States and around the world. We offer clients the strength of 600+ lawyers in a full range of practices, a unique geographic platform including both the coasts and the center of the country, a deep knowledge of industry issues and a 90-year track record of excellence and achievement.
For more information about our Securities Litigation & Regulatory Enforcement practice:
National Contact
Marc D. Powers
212.589.4216
mpowers@bakerlaw.com
Cincinnati
Robin E. Harvey
513.929.3409
rharvey@bakerlaw.com
Cleveland
Terry M. Brennan
216.861.7485
tbrennan@bakerlaw.com
Columbus
Thomas L. Long
614.462.2626
tlong@bakerlaw.com
Costa Mesa
George Mooradian
714.966.8800
gmooradian@bakerlaw.com
Denver
John B. Moorhead
303.764.4045
jmoorhead@bakerlaw.com
Houston
Paul S. Francis
713.646.1334
pfrancis@bakerlaw.com
Los Angeles
Helen B. Kim
213.975.1611
hkim@bakerlaw.com
New York
Marc D. Powers
212.589.4216
mpowers@bakerlaw.com
Orlando
Jerry R. Linscott
407.649.4024
jlinscott@bakerlaw.com
Washington, DC
Peder A. Garske
202.861.1763
pgarske@bakerlaw.com
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