Securities Enforcement and Compliance

Venable's highly regarded Securities Enforcement and Compliance practice offers clients comprehensive legal advice and representation derived from an experienced team of professionals with in-depth subject matter knowledge. Our attorneys have represented clients before and against all manner of regulatory and law enforcement agencies.

We draw on our decades of combined experience as attorneys at the Securities and Exchange Commission's (SEC) Division of Enforcement, assistant U.S. attorneys in the Department of Justice (DOJ), state and local prosecutors, and in-house counsel at banks and other financial institutions.

Venable attorneys represent companies and individuals in all phases of civil and criminal investigations and enforcement proceedings concerning securities, banking, consumer finance, accounting, mortgage, and corporate governance issues. From bribery and financial fraud allegations to broker-dealer and investment adviser registration and compliance issues, we aggressively get straight to the crux of issues and dig deep to find out what's driving government inquiries and investigations.

We regularly help clients navigate investigations by the SEC, DOJ, Consumer Financial Protection Bureau (CFPB), Commodities Futures Trading Commission (CFTC), Financial Industry Regulatory Authority (FINRA), Public Company Accounting Oversight Board (PCAOB), inspector general offices, state attorney general offices, and state securities regulatory agencies.

Our in-depth knowledge of the applicable laws and familiarity with regulatory processes are invaluable assets we use to persuade regulators to end initial inquiries or investigation before they become criminal or enforcement matters. Fortune 500 companies, mid-size and small businesses, and multinational corporations rely on our broad experience to avoid regulatory pitfalls, manage the risks of litigation, and protect their reputations. We also frequently advise and represent hedge funds, public companies, and individuals, including financial industry professionals, corporate executives, securities and compliance professionals, lawyers, and accountants. Financial institutions, broker-dealers, investment advisers, investment funds, and accounting firms benefit from our knowledge and experience as well.

SEC Investigations and Enforcement Proceedings

We represent clients under investigation for a range of allegedly improper conduct, including accounting fraud, insider trading, securities fraud, registration violations, market manipulation, disclosure misstatements or omissions, Foreign Corrupt Practices Act (FCPA) violations, broker-dealer misconduct, conflicts of interest, data breaches, and crypto matters.

Parallel Investigations and Proceedings

Our combined enforcement, litigation, compliance, and regulatory experience is the reason we are frequently retained to handle parallel civil and criminal investigations, as well as grand jury investigations. We also regularly represent clients in parallel proceedings brought by multiple agencies and criminal authorities. We help clients mitigate risk, assess litigation options, negotiate favorable settlements, and, if necessary, prevail at trial.

Compliance

Our attorneys assist clients with the development, auditing, and testing of compliance policies, procedures, and systems. We also advise clients on best practices regarding records management and develop and conduct client-specific compliance training programs. We have created compliance and supervisory procedures and trading desk manuals for broker-dealer firms and investment advisers, drafted insider trading procedures, and advised companies on methods to ensure compliance with the FCPA, anti-bribery statutes, and anti-money laundering laws. We work closely with Venable's Legislative Group to advise clients with respect to legislation affecting financial institutions.

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, financial reporting obligations, and corporate governance matters. We have advised executives and boards on financial restatements, internal/external auditor concerns, whistleblower allegations, shareholder derivative demands, and other corporate governance and internal control issues.

Experience
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Financial Fraud and Accounting Cases

  • Represented a financial institution and its executives in an SEC investigation involving allegations of accounting fraud
  • Represented a Big Four accounting firm in investigations by the SEC, AICPA, and several state accounting regulators involving auditor independence requirements
  • Represented a chief financial officer and investor relations officer in an SEC investigation and SEC federal district court lawsuit alleging false corporate disclosures and accounting improprieties
  • Represented executives of a global corporation in an extensive internal investigation and SEC investigation involving allegations of accounting fraud

Investment Adviser/Hedge Fund Representation

  • Represented a hedge fund in an SEC investigation into front running and improper sharing of trading and portfolio information
  • Represented multiple hedge funds in SEC insider trading investigations
  • Represented a hedge fund in an SEC investigation into trading with respect to public investment in private equity (PIPE) transactions
  • Represented an investment adviser in an SEC investigation into market timing of mutual fund trades and subsequent fraud lawsuit filed by the SEC, which was later dropped after the filing of motions to dismiss

Broker-Dealer and Financial Services Firm Representation

  • Represented major investment banking firms in regulatory investigations and compliance counseling relating to auction rate securities
  • Represented a broker-dealer in SEC and CFTC investigations concerning market timing and late trading
  • Defended an insurance company in connection with mutual fund inquiries by a U.S. attorney, Massachusetts Securities Division, and the New York attorney general (relating to market timing and late trading), the SEC (regarding directed brokerage and 12b-1 fees), and FINRA (regarding mutual fund sales promotions and market timing)
  • Represented a real estate company in connection with an SEC investigation into the sale of unregistered securities

Crypto and Cyber Industry Representation

  • Represented a cryptocurrency company and a founder in an SEC investigation into the sale of unregistered securities

Representation of Executives, Lawyers, and Securities Professionals

  • Represented a hedge fund trader in the Galleon insider trading investigation
  • Represented a chief executive officer in an SEC insider trading investigation
  • Represented the general counsel of an asset management firm in an SEC investigation into compliance practices relating to the allocation of trades between proprietary and client accounts
  • Represented portfolio managers in an SEC investigation alleging the sale of unregistered securities and fraudulent securities transactions
  • Represented a law firm in an SEC investigation and litigation alleging securities fraud and failure to register securities

Compliance Counseling

  • Drafted trading desk manuals and supervisory procedures for major investment banks
  • Advised senior management of a large public technology company in an internal review of potential leaks of confidential earnings information and in the development of procedures for properly protecting such information
  • Drafted and advised on insider trading, codes of ethics, and FCPA policies for numerous clients
  • Implemented compliance programs and conducted compliance training and pre-transactional due diligence for multiple public companies

Foreign Corrupt Practices Act Representation

  • 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 senior executive of a multinational transportation and logistics company in investigations by the SEC and Department of Justice into FCPA violations
  • Represented a target/subject (Brazilian citizen) in SEC and Department of Justice investigations into payments by a Brazilian subsidiary of a U.S. corporation made to government officials in an East Asian 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

Internal Investigations

  • Conducted an internal investigation for a Fortune 500 ammunition manufacturer into a whistleblower's criminal/civil antitrust allegations
  • Advised a special committee of the board of directors of a large multinational oil company in an investigation into whether the company followed U.S. and international law concerning its dealings with a nation under U.N. sanctions, and whether certain of its directors and officers fulfilled their duties to the company
  • Advised the special committee of the board of directors of an investment fund and actively participated in the conduct of an internal investigation, including a written report, of the conduct of the company's advisor and advised the members of the special committee on their powers and duties under Maryland law. Thereafter, we successfully defended the committee's decision in federal court in New York
  • Advised the general counsel of a large defense contractor concerning allegations that it had breached its contract with the Department of Defense, including assisting with an internal investigation of the facts underlying the alleged breach concerning the overstatement of services performed for the Defense Department
  • Conducted an independent investigation for the audit committee of the board of directors into whistleblower's allegations of improper conduct by a company officer

Government Experience
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More than 30 attorneys, including attorneys who formerly served as

  • Officials of the SEC's Division of Enforcement
  • Assistant U.S. attorneys
  • Officials of the FDIC and Office of the Comptroller of the Currency
  • Chief counsel of the Senate Banking Committee
  • Counsel at CFPB

Recognition
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  • U.S. News – Best Lawyers, Best Law Firms, Securities / Capital Markets Law, 2017 – 2023
  • The Best Lawyers in America, 2006 – 2022 (Venable attorneys selected for inclusion)