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Enforcement: the benefit of experience
We represent clients confronted with examination and investigations, as well as disciplinary and administrative proceedings brought by the SEC, self-regulatory organizations such as the NASD, NYSE, Chicago Board Options Exchange, the NFA and the Municipal Securities Rulemaking Board, as well as state securities commissions.
Our enforcement experience includes:
- failure to supervise
- financial reporting
- fraud
- unsuitable investments
- selling away
- insider trading
- market manipulation
- suspension, revocation or denial of licensure
- Internet "touting"
- mutual fund switching.
Because we are involved in enforcement matters every day, we know the rules and "hot issues" on the minds of the regulators. Our securities group includes lawyers who have held prominent posts in government with both federal and state regulators.
Our experience includes investments such as:
- IPOs
- options
- commodities
- private placements
- variable insurance products
- mutual funds
- derivatives
- stocks
- bonds
- limited partnership interests.
In Atlanta, Washington and New York, our securities group includes lawyers who understand the dynamics within each regulatory agency and the strategies that lead to efficient resolution of the concerns of regulatory staff. In recent matters, we have:
- defended the chief legal and compliance officer of a major brokerage entity in an administrative proceeding brought by the SEC for failure to supervise the activities of a registered principal engaged in mutual fund switching
- represented a broker/dealer affiliated with a life insurance company in an SEC investigation involving an alleged failure to supervise the activities of a registered representative who defrauded dozens of clients of millions of dollars
- represented an investment advisor in an SEC investigation of alleged insider trading based on information the advisor learned from a relative who was the director of a public company
- represented a bank president in a SEC insider trading investigation where it was alleged the president traded in the bank's stock when he was in possession of material non-public information
- defended a municipal bond markup case brought against a broker/dealer by NASDR District 7
- represented auditors from Big 5 accounting firms in SEC and related investigations involving financial reporting, revenue recognition and internal controls
- appealed a NYSE disciplinary sanction to the SEC and obtained a dismissal based on the NYSE's delay in filing charges
- represented a telecommunications company and its officers in connection with an SEC investigation relating to internet fraud, financial fraud and disgorgement
- represented a multi-level marketing organization in investigations by the SEC, the NASDR and state securities regulators regarding sales practices, advertising and suitability.
Arbitrations: industry knowledge
We have represented brokers, broker/dealers and brokerage firms in arbitrations of hundreds of customer claims -- including misrepresentations and omissions, suitability, churning, unauthorized trading and other federal and state securities law claims.
From that experience, we understand the law and the rules and customs of each arbitration body -- but also the preferences and tendencies of the arbitrators. This combination of legal and practical knowledge leads to success in matters such as:
- defending a New York broker/dealer and its California-based representative against a securities fraud claim brought by their customers
- defending the subsidiary of a major financial services company in actions arising from the activities of a Florida-based representative
- representing a broker/dealer accused of fraud in connection with a representative's recommendation of a bond transaction
- representing a New York-based brokerage firm in a series of arbitrations arising from a managed-options program
- defending a representative of a Colorado-based broker/dealer in several customer arbitrations alleging securities fraud.
In other securities-industry arbitrations, we represent broker/dealers, managers and representatives in employment and compensation disputes.
Litigation: the resources to prevail
We defend clients in class actions brought under the 1933 and 1934 Acts and state laws including these examples:
- White v. BDO Seidman: 249 Ga. App. 668 (2001) Our client prevailed on all claims on summary judgment in a class action on behalf of hundreds of purchasers of promissory notes. The trial court's decision was affirmed in an important decision interpreting the reliance element in accounting malpractice cases.
- Yadlosky v. Grant Thornton: 197 F.R.D. 292 (E. D. Mich. 2000) We defended a broker/dealer in class actions alleging securities fraud. The trial court denied class certification.
- In re Musicmaker.com: 00-02018 CAS (MANx) Our lawyers defended an underwriter in a class action alleging material misrepresentations in the prospectus and registration statements. The case was dismissed as to our client.
We have litigated matters involving:
- failure to disclose
- sales practice abuses
- insider trading, market manipulation and penny stock cases
- ERISA violations and proxy contests
- mutual fund switching, soft dollar and directed brokerage
- Internet abuses
- unregistered securities
- proxy issues
- financial fraud
- "Fraud on the market" class actions, "mass actions" and RICO claims.
We also represent broker/dealers and insurance companies in cases brought by individual plaintiffs involving sales practices. For example, we are currently representing American General in a Georgia case brought by individuals who opted out of the settlement of a "vanishing premium" class action.
Advice and strategy: building trust, maintaining credibility
The trend towards increased scrutiny by the SEC, NASD Regulation, Inc., and state agencies makes compliance a major concern for everyone in the industry.
A solid reputation is the key to fair treatment in regulatory matters. Thus our first goal is building trust with regulators -- by helping clients build and maintain a well-documented track record of compliance.
We understand our clients' operations -- which enables us to evaluate procedures and systems, identify deficiencies and anticipate regulators' concerns.
As a first line of defense, we review clients' policies and procedures -- either as mandated by an SEC order or in confidential, voluntary investigations -- to build safeguards in areas such as business acceptance and review, market manipulation and insider trading. And, when matters escalate, we respond immediately to represent clients faced with regulatory examinations and investigations. The results are practical recommendations that are sensitive to the each client's business.
They may include:
- streamlined procedures that efficiently document compliance
- methods that update systems to comply with changing rules, regulations and industry trends.
Our clients include:
- broker/dealers
- brokerage firms
- investment advisors
- mutual funds
- insurance brokers
- insurance companies
- corporate officers and directors
- professionals.
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