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SEC Enforcement and Securities Matters

A sample of representative matters includes:

·                     Defended national brokerage firm in SEC and DOJ investigations and in private antitrust class action litigation regarding alleged NASDAQ market-making activities.  In re NASDAQ Market-Makers Litigation.

·                     Defended National Steel and its officers in SEC investigation and related shareholder class action alleging managed earnings through use of reserve accounts. 

·                     Defended a former WMX officer in two SEC investigations and related proceedings, derivative and purchaser class actions, and DOJ criminal prosecution related to allegedly misleading forecasts (In the matter of Waste Management Inc.) and trading by tipees in possession of material inside information (In the matter of Trading in the Securities of American Waste Services and Other Securities).

·                     Defended telemarketing and software services firm’s former CFO in SEC investigation and related civil injunctive action involving charges of improper revenue recognition.  SEC v. Ronald R. Charnock, et al.

·                     Represented founder of internet check cashing company in multi-district SEC and grand jury investigations pertaining to various fund-raising activities. 

·                     Represented mutual fund’s Chief Investment Officer and portfolio manager in SEC market timing investigation.

·                     Represented controller of publicly-traded energy company in SEC investigation of round-trip trading and revenue recognition.  SEC v. Terry Woolley.

·                     Represented two senior accounting executives in connection with proffers and testimony relating to grand jury investigation of Peregrine Systems securities fraud.

·                     Represented a Belgian insurance company in connection with securities lawsuits regarding accounting practices at Lernout & Hauspie.

·                     Represented former CEO in securities fraud class action lawsuit relating to revenue recognition issues and alleged material non-disclosures.

·                     Represented financial and operations officer in prosecution arising from alleged revenue recognition frauds pertaining to operation of Golden Bear golf course development company.

·                     Represented public company in SEC investigation into restatement of financials based upon revenue recognition issues.

·                     Investigated revenue recognition allegations of publicly held computer software company on behalf of Audit Committee.

·                     Represented investor in major hedge fund investigation of alleged insider trading.

·                     Represented principal of real estate development firm charged with securities and mail fraud offenses.

·                     Represented individual broker in government’s “Bermuda Shorts” securities fraud prosecutions. 

·                     Represented insurance company executive in parallel DOJ and SEC investigations.

·                     Represented ACLN in connection with SEC investigation of alleged fraudulent accounting and other practices.

·                     Represented former principal of cancer treatment facility charged with criminal violations relating to fund raising activities.

·                     Defended investment advisor regarding alleged fraud in managing accounts of high net worth investors.

·                     Defended (at trial) SEC lawsuit against eight defendants for alleged violations of the registration and anti-fraud provisions in connection with the offer and sale of oil and gas partnership interests.  SEC v. Kinlaw Securities Corporation, et al.

·                     Represented broker-dealer and certain principals in SEC action for market timing activities.

·                     Represented vice president of transfer agent in SEC investigation of purported aiding and abetting violations. 

·                     Represented public company in SEC investigation related to potential stock price manipulation and stock ownership reporting issues.

·                     Represented former CEO of public company in connection with alleged violations of the Sarbanes-Oxley executive loan prohibition.

·                     Represented issuer of oil and gas partnership interests in successful defense of administrative proceeding commenced by Colorado Securities Division alleging violations of the registration and anti-fraud provisions of the Colorado Securities Act.

·                     Represented issuer of oil and gas partnership interests in successful defense of administrative proceeding commenced by Alabama Securities Division alleging violations of the registration and anti-fraud provisions of the Alabama Securities Act.

·                     Represented multiple respondents, including Mexican and Panamanian corporations, in an SEC investigation and various administrative proceedings commenced by various State Securities Agencies related to alleged securities registration and anti-fraud violations.

·                     Represented a variety of individuals and companies in defending various Texas State Securities Board investigations relating to purported registration and anti-fraud violations.