We represent corporations and individuals confronted with inquiries from regulatory and law enforcement agencies.  Our clients are Fortune 500, mid-size and small companies as well as corporate executives in all phases of civil and criminal investigations by federal and state agencies, including the United States Securities and Exchange Commission, the United States Commodities Futures Trading Commission, the Financial Industry Regulatory Authority (FINRA), the Department of Justice, state Attorneys General offices and state securities regulatory agencies.  We also have extensive experience in private securities litigation.  

Our Team

We draw on the expertise of Venable attorneys whose prior experience as prosecutors and government regulators assist clients in managing the risk of litigation while at the same time protecting the client’s reputation.  Our experience enables us often to prevent regulatory inquiries from expanding into criminal or enforcement matters.  Our attorneys include former senior officials in the Enforcement Division of the U. S. Securities and Exchange Commission, former Assistant U.S. Attorneys and former state and local prosecutors.  Our combined compliance, enforcement and litigation experience is unique, and we are frequently retained to help clients mitigate regulatory risk, assess litigation options, negotiate favorable settlements or defend governmental enforcement actions.  

Our Expertise

Government Investigations and Enforcement Proceedings
We represent clients in government investigations and enforcement proceedings, both criminal and civil, brought by the SEC, DOJ, state securities regulators and state AGs.  Our experience includes representing clients in investigation and enforcement proceedings concerning the following issues:

• Accounting, Revenue Recognition, and other Financial Fraud Matters
• Financial Disclosure Issues
• Trading Improprieties Such as Late Trading, Market Timing and Front Running
• Executive Compensation and Conduct
• Related Party Transactions
• Foreign Corrupt Practices Act
• Insider Trading
• Internal Controls and Books and Records Requirements
• Investment Advisor and Investment Company Issues   
• Board Special Committee and Director/Officer Representation
• Credit Reporting Agencies

We also represent clients in connection with FINRA matters, including investigations, enforcement proceedings, listing qualifications, and delisting proceedings. 

Compliance
In addition to representing clients in government investigations and enforcement actions, we assist clients with front-end compliance and the development and audit of policies and procedures.  We also work hand-in-hand with Venable’s Legislative Group to help clients influence securities and financial law policy and legislation. 

Internal Investigations
We conduct internal investigations and regularly advise special board committees, audit committees and individual corporate directors on a full range of fiduciary responsibilities and financial reporting obligations.  We advise clients on all types of corporate issues, including restatements, internal/external auditor concerns, FCPA matters, whistleblower allegations, shareholder derivative demands and other corporate governance and internal control issues.

Private Securities Litigation
We have experience in private securities litigation, having handled a variety of securities fraud and shareholder derivative cases in federal and state courts. 

Our Approach

We are aggressive in getting right 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.

“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

“I just wish I had found you guys initially. I think we could have stopped this investigation in its tracks.”
 — hedge fund CEO

REPRESENTATIVE EXPERIENCE

Financial Fraud Cases

• Represented a publicly traded corporation in looting, accounting fraud, and insider trading investigation by the U.S. Attorney's Office in the Eastern District of New York and by the SEC.  Former senior executives of the company were indicted and found guilty or pled to accounting fraud, looting charges and insider trading.  The Company has not been charged with any criminal violations.
• Currently represent former controller of publicly traded Latin American internet advertising company in an SEC enforcement action alleging violations of the securities laws stemming from purported accounting improprieties brought in the Southern District of New York.
• Represented the third largest information security company in the world in SEC investigation and subsequently settled action regarding options backdating.
• Represented former CFO of billion-dollar publicly traded company in SEC investigation into allegations of accounting improprieties and earnings management.  Successfully convinced SEC enforcement staff to recommend that no enforcement proceedings be brought against our client or the company for which he worked.
• Conducted an internal investigation for the audit committee of a publicly traded national homebuilder in connection with an SEC financial fraud investigation and presented our findings to the SEC.

Investment Adviser/Hedge Fund Representation

• Represented a hedge fund in a wide-ranging SEC investigation relating to valuation of securities and potential manipulative trading.  The SEC staff closed the investigation without bringing any charges.
• Represented a leading provider of investment advice and portfolio management to government and not-for-profit organizations in connection with SEC investigation of possible violations of Municipal Securities Rulemaking Board's conflict of interest rules.
• Represented investment adviser in SEC investigation into market timing of mutual fund and subsequent fraud action brought by the SEC in the Southern District of New York.  Enforcement action brought but later dropped after filing of motions to dismiss.
• Represented investment advisors in SEC investigation into conflict of interest violations in pension investments.  No enforcement action taken by the SEC against our clients.

Broker-Dealer Representation

• Represented securities trader in SEC insider trading investigation and litigation involving the use and dissemination of pre-merger information.   Action settled on favorable terms.
• Represented officer of publicly traded company in SEC investigation concerning the accounting and recording of the impairment of certain assets under SAS 144.  No enforcement action taken by SEC against our client.
• Provided legal advice on registration issues to broker-dealer that included requirements to register with SEC and SROs.
• Provided legal advice to broker-dealer clients on clearing arrangement and agreements.

Compliance

• Drafted and advised on insider trading, codes of ethics, and FCPA policies for numerous clients.
• Drafted insider trading training program for a foreign based global healthcare company.

Foreign Corrupt Practices Act

• 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 target/subject in an SEC and Department of Justice investigation (a Brazilian citizen) 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.
• Represented an individual in an SEC and Department of Justice investigation into allegations that our client facilitated bribery payments to officials of a Central American government.

Credit Reporting Agency Issues

• Represented a credit reporting agency and its founder before the SEC in first ever action brought by SEC against credit-reporting agency for misstatements made in a federal rating agency registration application and conflict-of-interest waiver request.  Venable negotiated a favorable settlement that included a civil money penalty of $20,000.