Practice Areas & Industries: Jones Day


Securities Litigation & SEC Enforcement Return to Practice Areas & Industries

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Jones Day's Securities Litigation & SEC Enforcement Practice has won securities fraud class actions and shareholder derivative cases against all of the major plaintiffs' law firms, and we have successfully defended investigations in every SEC office in the country, as well as at the major SRO's and numerous state regulators.

A core group of 76 lawyers is devoted to defending companies, their directors and officers against claims under federal and state securities laws. We draw upon Jones Day's global reach and resources, including expertise in accounting issues, corporate governance, director indemnification, and liability insurance. Our partners have served in senior positions at the Securities and Exchange Commission and two served as chiefs of the Securities Fraud Unit in the U.S. Attorney's office for the Southern District of New York. Our coordinated approach allows us to manage the disparate risks our clients face, with a single strategic objective – to win.

Articles Authored by Lawyers at this office:

Volcker Rule Highlights and Initial Reactions
, December 27, 2013
On December 10, 2013, five financial regulatory agencies adopted a final rule (the “Volcker Rule” or the “Rule”) to implement the prohibitions on engaging in proprietary trading, and on owning, sponsoring or having certain relationships with hedge funds or private equity...

SEC Lifts Long-Time Ban on Advertising by Hedge Funds, Private Equity Funds, and Other Private Investment Vehicles
, December 10, 2013
On July 10, the U.S. Securities and Exchange Commission ("SEC") adopted final rules under Section 201(a) of the Jumpstart Our Business Startups Act (the "JOBS Act") removing the ban against general solicitation and general advertising in private offerings made in reliance on...

EMIR—Draft RTS on Extraterritorial Application
, November 28, 2013
On November 15, the European Securities and Markets Authority ("ESMA") published its Final Report, "Draft technical standards under EMIR on contracts with a direct substantial and foreseeable effect within the Union and non-evasion" ("RTS"). The RTS set out the...

Application of Dodd-Frank Requirements to Swaps Between Non-U.S. Swap Dealers and Non-U.S. Counterparties
, November 22, 2013
On November 14, the Division of Swap Dealer and Intermediary Oversight (the "DSIO") of the Commodity Futures Trading Commission (the "CFTC") created confusion and consternation in the derivatives world by issuing an advisory indicating that certain requirements will apply to...

"General Solicitation" Now Permitted in Rule 144a Offerings: Are Foreign Private Issuers Free to Talk?
, October 08, 2013
On July 10, the SEC adopted final rules under Section 201(a) of the Jumpstart Our Business Startups Act (the “JOBS Act”) removing the ban against general solicitation and general advertising in private offerings made in reliance on Rule 144A and Rule 506 of Regulation D under the...

California Appeals Court Affirms Dismissal of "Say on Pay" Derivative Lawsuit
, October 07, 2013
The Dodd-Frank Act, enacted by Congress in 2010, contains a "say on pay" provision that requires public companies to submit their executive compensation arrangements to advisory shareholder votes. Even though the statute explicitly states that these votes are nonbinding and do not alter...

The New York State Department of Financial Services: Leading the Charge to Regulate Bitcoin
, October 01, 2013
As we have previously written, the New York Department of Financial Services (“DFS”) is emerging as an aggressive regulator of financial institutions based in New York or doing business in the state. Recent information, including a DFS memorandum and DFS subpoenas issued to key industry...

Class Action Settlement Overturned on Appeal for First Time in Australia
John Emmerig,Michael Legg, September 19, 2013
The Full Federal Court in Australian Securities and Investments Commission v Richards [2013] FCAFC 89 has overturned a 35 percent uplift in recovery for group members who self-financed the cost of prosecuting their class action ("funder's premium"), over those who did not. The uplift was...

PCAOB Proposes Important Changes to Audit Reports
, September 09, 2013
The Public Company Accounting Oversight Board ("PCAOB") recently proposed new auditing standards that, if adopted, would substantially expand the content of audit reports. Under the current model for audit reports, auditors give a "pass/fail" assessment of whether a company's...

PCAOB's Proposed Auditor Reporting Model
Lyle G. Ganske,Jennifer C. Lewis,Robert A. Profusek,Lizanne Thomas, September 09, 2013
Last month, the Public Company Accounting Oversight Board ("PCAOB") proposed new standards for auditor reports that, if adopted, would dramatically change the role and the responsibility of audit firms in the financial reporting process—and not for the better. The proposed standards...

CFTC Implements Substituted Compliance Approach for Commodity Pool Operators of Registered Investment Companies
Michael R. Butowsky,Anthony L. Perricone,Joel S. Telpner,Alice Freida Yurke, August 29, 2013
On August 13, the Commodity Futures Trading Commission ("CFTC") issued a release relating to the harmonization of compliance obligations for registered investment companies ("RICs") required to register as commodity pool operators ("Registered CPOs"). The final rules...

U.S. District Court Upholds SEC's Conflict Minerals Rule
Bradley C. Brasser,Michael J. Solecki,Andrew C. Thomas,Jacob C. Tiedt, July 31, 2013
On July 23, the U.S. District Court for the District of Columbia rejected a challenge to the conflict minerals rule adopted in August 2012 by the SEC pursuant to Section 1502 of Dodd-Frank. The conflict minerals rule imposes disclosure requirements for reporting companies that manufacture or...