Companies and individuals are often faced with complicated securities matters involving federal and state civil and criminal investigations, enforcement actions, and other regulatory inquiries. Ropes & Gray understands the complexities of representing clients in matters involving the government, and we regularly appear before federal and state regulators—both elements are crucial to achieving the best possible outcome for our clients.

What We Do

Enforcement Actions
We represent clients before the Securities & Exchange Commission (SEC), U.S. Attorneys' Offices, the Department of Justice (DOJ), the Public Company Accounting Oversight Board (PCAOB), state attorneys general, state securities divisions, the Financial Industry Regulatory Authority (FINRA), the Commodities Futures Trading Commission (CFTC), and other self-regulatory organizations. These clients are faced with administrative, civil, and criminal investigations and enforcement matters, as well as parallel federal and state court actions. Our representations cover a broad range of subject matters encompassing:

• Financial reporting, complex accounting and disclosure issues
• Foreign Corrupt Practices Act (FCPA) matters
• Securities fraud
• Subprime, commodity-backed mortgage and credit, and commodity default swap exposure
• Insider trading
• Investment advisor/company matters
• Broker-dealer issues
• Auditor matters
• Whistleblower matters
• Stock option grant practices and allegations of back-dating
• Market-timing, late-trading and revenue-sharing

Internal Investigations
When assisting management and boards of directors in conducting internal investigations, we advise on all forms of corporate crises, including restatements, allegations of employee fraud, ombudsman, internal/external auditor concerns, FCPA matters, whistleblower allegations, shareholder derivative demands and other corporate governance and internal control issues. We also serve as special counsel to board committees, and help clients address the unique issues presented when such counsel are retained.

Risk Management/Compliance
Managing risk by instituting compliance programs before issues arise presents a strategic opportunity for companies. We regularly advise clients on preventative measures and, when necessary, on remedial steps to address identified weaknesses.

Broad Industry Experience
Beyond representing businesses, auditors and individuals in securities-related investigations and proceedings, we provide advice in all areas of white collar enforcement. Our culture of collaboration, spanning Ropes & Gray's nationally prominent practice groups, translates into top-notch representation across the board for our clients. We represent mutual funds, hedge funds, broker-dealers, other financial services firms, and public and private companies in the high-tech, life sciences, health care, and manufacturing industries, among others; and we represent directors, officers and employees involved in these entities as well.

Who We Are
Credibility is key. Many of our attorneys have held senior positions at the SEC, including in its Division of Enforcement, and have served as federal prosecutors in the Department of Justice and in many federal districts. Some of these positions include:

• Senior Associate Regional Administrator of SEC's New York Regional Office
• Counsel to a Commissioner of the SEC and Assistant General Counsel for Investment Management and Investment Advisor Regulation in D.C.
• Branch Chief in SEC Division of Enforcement, Chicago Regional Office
• Senior Trial Counsel in SEC's Boston Regional Office
• Head of Criminal Division in a U.S. Attorney's Office
• Assistant U.S. Attorneys from the Southern District of New York, Eastern District of New York, District of Massachusetts, Northern District of California, and Criminal Division of the Department of Justice
• State Assistant Attorney General
• Chief of the White Collar Crimes Section, U.S. Attorney's Office, Northern District of California

Proven Track Record
Together with the Government Enforcement Group and the Securities Litigation Group, we frequently handle concurrent criminal, civil enforcement and congressional investigations, together with shareholder and derivative litigation.

We represent clients from the U.S. and around the world in matters of all sizes. Intimately familiar with the laws and regulatory issues of local, state and federal jurisdictions, and administrative agencies in the U.S., we ensure that cases are handled in the right venue, with the right representation.

We have successfully defended public and private companies, and their officers, directors, independent advisors, and trustees, and outside auditors in a host of securities investigations and enforcement matters—often involving complicated and cutting-edge securities enforcement issues. Many of our victories are quiet ones as we strive to minimize our clients’ exposure with the SEC, other government agencies, and the press.

Recent representative engagements:

• Representing an internationally known, publicly traded money manager in connection with numerous state and federal regulatory inquiries—including the SEC and Department of Labor. These inquiries involved potential wrongdoing associated with investments in subprime mortgage-based securities for customers with active fixed income accounts.
• Representing a major multi-national biomedical device developer in a worldwide FCPA compliance review and internal investigation at locations in Brazil, Argentina, Germany, Poland, Turkey, Italy, Greece, Spain, The Czech Republic, the Netherlands, and China.
• Conducting an internal investigation for a major financial institution and then representing the company after it received a Wells notice threatening its ability to close a planned $4.5 billion swap transaction on the eve of the closing.
• Representing two major international pharmaceutical companies and their joint venture in connection with securities and consumer fraud inquiries. The inquiries involved various state regulators and the Department of Justice arising out of alleged improper disclosures in conjunction with a post-approval sponsored clinical trial.
• Representing a publicly traded, international software company in a multi-year SEC inquiry into an alleged revenue recognition scheme.
• Representing a former Enron executive at a 13-week trial on multiple charges, including criminal securities fraud and insider trading. Jury acquitted on securities fraud, conspiracy and wire fraud counts but failed to reach a verdict on insider trading counts. Case is now pending before the U.S. Supreme Court on issue of whether the jury's acquittals bar reprosecution of the insider trading charges.
• Representing an investment adviser in connection with a state securities regulator’s inquiry into potential improper subprime mortgage-backed securities investments made on behalf of municipal clients.
• Representing a hedge fund management company and its principal in an investigation by the SEC relating to market timing practices.
• Representing the investment adviser to a well-known family of mutual funds and its affiliated brokerage firm in connection with an SEC inquiry into alleged illegal practices arising out of the fees charged to the funds for the provision of brokerage services.
• Representing various public companies and/or their officers and directors in numerous civil and criminal proceedings and/or internal investigations related to stock option grant practices.
• Representing the former number three accountant at a Fortune 50 multinational conglomerate in connection with an SEC inquiry into alleged accounting and disclosure fraud. The allegations are  associated with numerous revenue recognition issues arising from bill and hold transactions and various other complex commercial arrangements.
  

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