R. Daniel O'Connor
Dan, a former SEC trial attorney, co-leads the Securities & Futures Enforcement practice at Ropes & Gray. Dan works with public companies and investment advisers, as well as senior individuals at these firms involved in civil and criminal government enforcement matters before the SEC, DOJ, and other state and foreign regulators.
Dan’s practice focuses on three areas: public company accounting and disclosure matters, as well as insider trading issues at public companies; investment advisers dealing with issues related to the exercise of their fiduciary duties, conflicts of interest, trading and other technical regulatory matters; and matters relating to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other related anti-corruption laws. Dan has particular expertise in assisting management and directors in running internal investigations, addressing sensitive governance issues, and establishing and evaluating regulatory compliance programs.
Prior to re-joining Ropes & Gray in 2008, Dan was Senior Trial Counsel at the SEC where he handled prosecutions and investigations of corporate entities and individuals for civil and criminal violations of federal securities laws, including: various accounting and reporting fraud schemes, fraud by hedge funds and other investment advisers, FCPA issues, market manipulation, and broker-dealer fraud and failure to supervise. Dan’s work at the SEC was recognized through a Director’s Award and several Special Act Awards. Before law school, Dan served as a watch officer and assistant engineer aboard the nuclear powered, ballistic missile submarine, the USS George Bancroft, SSBN 643.
Public Company Matters
- Keurig Green Mountain: Co-led team that conducted an extensive internal inquiry on behalf of the Audit Committee of the Board of Directors and successfully represented the company in a five year inquiry by the SEC into various accounting and disclosure matters; including issues related to revenue recognition, inventory controls and reserves, and acquisition accounting. The investigation was conducted against the backdrop of a constant drumbeat of spurious allegations of misdeeds by motivated short sellers, including the well-known David Einhorn. After a far-reaching inquiry lasting over four years, convinced the staff to close the matter without action.
- Orphan Drug Pharmaceutical Company: Co-led team that conducted an internal inquiry on behalf of the Audit Committee of the Board of Directors and represented the Company in a joint investigation by SEC and DOJ concerning disclosures by senior management in investor calls, as well as disclosures in SEC filings related to the sales and marketing of an orphan drug, and general accounting issues. The thorough investigation and transparent cooperation that we demonstrated with the government put the company in a position to negotiate preliminary settlement agreements with the DOJ and the SEC on an expedited basis, providing the company with the finality it needed to enter into an important strategic transaction and maintain its viability.
- Technology Company: Led the extensive internal investigation on behalf of a Special Committee of the Board of Directors and represented the company in the multipronged regulatory inquiry into the events leading up to the company’s unexpected bankruptcy filing related to its failed billion dollar joint venture, in which over $1 billion dollars of market cap was unexpectedly wiped out. The SEC, DOJ and two state regulators started their investigations in the aftermath of this unexpected bankruptcy filing, looking into whether investors had been misled by management in the months leading up to the filing.
- Fortune 500 Technology Company: Led a fast moving internal inquiry on behalf of the company’s Audit Committee of the Board of Directors into certain accounting irregularities pertaining to an international facility. We were brought into the case late in the company’s SEC reporting cycle and worked rapidly with teams of lawyers and accountants in the U.S., Mexico and Europe to quantify an issue at a plant in Mexico, rule out similar issues at plants around the world, and assist the company with completing a restatement and self-report to the SEC. Our quick work allowed the company to avoid unnecessary harm to its investors due to the uncertainty associated with an open inquiry, which appeared to have helped the company avoid class action lawsuits that typically accompany these matters.
- Carter’s Inc.: Lead counsel representing a large public company clothing retailer in DOJ and SEC investigations related to the company’s reporting of margin support payments to wholesale customers in allegedly incorrect financial periods. Negotiated the first ever Non-Prosecution Agreement with SEC wherein no enforcement action was taken against the company in light of its cooperation with regulators.
- Deputy Controller of Fortune 50 Public Company: Lead counsel of a team that successfully convinced SEC staff to withdraw a Wells Notice and recommendation of an enforcement action related to revenue recognition issues associated with capital equipment sales.
- Private Equity Enforcement Matters: Lead and co-lead teams representing several private equity firms in ongoing enforcement inquires related to fiduciary duty issues arising out of their receipt of fees and payment of certain expenses, as well as disclosures related to conflicts of interests. Matters include the Fenway Partners and WL Ross & Co. cases wherein our representation led to successful negotiations for resolutions on favorable terms.
- Insider Trading: Represented hedge funds and private equity managers in aggressive SEC/DOJ inquiries into potential illegal insider trading around a public company merger and positive financial disclosures.
- State Street Global Advisors: Lead counsel representing unregistered and registered investment advisers in SEC and state regulator investigations related to the use and disclosure of complex subprime asset backed securities in fixed income funds.
- Hedge Fund Marketing & Trading: Represented hedge funds in SEC investigations into issues associated with performance and risk disclosures in marketing materials and trading practices involving alleged market manipulation, Rule 105 short sale issues, and insider trading.
- Expert Networks: Successfully represented expert network and associated investment adviser in an SEC inquiry into operations of industry specific expert network and potential insider trading issues.
- Mutual Funds: Represented fixed income and equity mutual fund advisers in connection with SEC enforcement inquiries into a variety of issues, including: potential cross trades, valuation issues, and failure to comply with disclosed industry concentration and leverage limits.
- FCPA & OFAC Compliance: Evaluated and designed FCPA & OFAC compliance programs and related professional training programs for public companies, investment advisers, private equity firms, and private companies to address overseas investments, operations, and marketing activities.
- FCPA Enforcement: Represent public companies in an ongoing SEC sweep inquiry related to relationships between issuers and sovereign wealth fund investors and associated third party intermediaries, as well as FCPA policies, procedures and associated compliance matters.
- Internal Investigations into Whistleblower Allegations: Led investigations for public company clients in the financial services, healthcare and technology sectors into potential bribery situations in Africa, South America, and Asia.
- Quoted, “Intel CEO’s Stock Sale Called Unusual by Private Securities Specialists,” The Wall Street Journal (January 8, 2018)
- Quoted, “SEC Ratifies ALJs To Conform With Appointments Clause,” Law360 (November 30, 2017)
- Quoted, “The Morning Risk Report: SEC Reveals Priorities Amid Limited Enforcement Resources,” The Wall Street Journal (November 21, 2017)
- Quoted, “U.S. Pursues Alleged Chinese-Africa Bribery Through Finance Ties,” The Wall Street Journal (November 20, 2017)
- Co-author, “Supreme Court Applies Five Year Statute of Limitations To SEC Disgorgement Claims in Kokesh v. SEC,” Bloomberg BNA’s The United States Law Week (June 22, 2017)
- Quoted, “The Morning Risk Report: Supreme Court Limits SEC’s Disgorgement Power,” The Wall Street Journal’s Risk & Compliance Journal (June 8, 2017)
- Quoted, “Supreme Court Ruling Could Impact SEC Investigations,” Ignites (June 6, 2017)
- Quoted, “Justices’ Ruling Will Limit SEC Settlement Clout, Lawyers Say,” Bloomberg BNA’s Securities Law Daily (June 5, 2017)
- Quoted, “Appeals Court Questions Impact of SEC Forum Challenge,” Bloomberg BNA’s Securities Law Daily (May 25, 2017)
- Co-author, “10th Circuit Ruling on SEC’s Use of Administrative Law Judges Creates Circuit Split,” Westlaw Journal Securities Litigation & Regulation (April 27, 2017)
- Quoted, “High Court Ruling Could Have Big Impact on SEC Remedy, Lawyers Say,” Bloomberg BNA Securities Law Daily (April 19, 2017)
- Co-author, “SEC Enforcement Trends: Minor Accounting and Disclosure Infractions Attracting Major Scrutiny,” Bloomberg BNA Tax and Accounting Center (April 13, 2017)
- Co-author, “SEC Enforcement Landscape Post-Gabelli,” Bloomberg BNA Securities Regulation & Law Report (March 13, 2017)
- Co-author, “Takeaways From SEC Action Against Lincolnshire,” Private Equity and Securities Law360 (September 26, 2014)
- Co-author, “SEC Broadens Corporate Officer Liability Exposure By Adding Teeth to Internal Controls Certification and Disclosure Requirements,” Bloomberg BNA Corporate Law & Accountability Report (September 26, 2014)
- Co-author, “Smith & Wesson Settlement Raises FCPA Concerns for U.S. Businesses,” Bloomberg BNA Corporate Law & Accountability Report (August 22, 2014)
- Quoted, “SEC’s FCPA Crackdown Looms Over Small-Cap Cos.,” Law360 (July 31, 2014)
- R. Daniel O’Connor, Kim Nemirow, Geoff Atkins and Lisa Rachlin, "The Implications of the ‘‘Big Four’’ Suspension Ruling," Bloomberg BNA Corporate Law & Accountability Report (March 14, 2014)
- Quoted, “China Auditors May Avoid U.S. Ban Following Data Accord,” Bloomberg News (January 17, 2014)
- Quoted, “SEC's FCPA Unit Still A Work In Progress,” Law360 (January 14, 2014)
- Zachary Brez, R. Daniel O’Connor and Michael Casey “Takeaways From Weatherford Corruption Settlements,” Law360 (December 5, 2013)
- R. Daniel O’Connor, Maria Carboni and Gina Riccio, “SEC Enforcement Focusing on Rule 105 of Regulation M,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (November 2, 2013)
- Co-author, “Regulatory: Public company financial statements face increased scrutiny from the SEC,” Inside Counsel (September 18, 2013)
- R. Daniel O’Connor, Steven Goldschmidt and Daniel McCaughey, “Admitting Guilt: the SEC’s New Settlement Policy,” Fund Director Intelligence (September 2013)
- Quoted, "Nepotism: Is It a Crime? SEC Probe into J.P. Morgan's Hiring in China Shows Risks of Giving Jobs to the Well Connected," The Wall Street Journal (August 19, 2013)
- Quoted, "Don't Delay Tackling Problems, CCO's Told," Compliance Reporter (May 14, 2013)
- R. Daniel O’Connor, Kim B. Nemirow and Paul W. Boltz, Jr., "SEC’s Charges Against Chinese Affiliates Of U.S.-Based Accounting Firms Have Broad Implications," Bloomberg BNA Securities Regulation & Law Report (April 2013)
- R. Daniel O’Connor and Daniel V. McCaughey, "Standard Chartered and Anti-Money Laundering: Trends to Watch," BankDirector.com (November 2012)
- R. Daniel O'Connor, Asheesh Goel, Amanda Raad and Jessica Richheimer, "The Latest FCPA Target: Private Fund Advisers," Law360 (May 11, 2012)
- R. Daniel O'Connor, Richard D. Marshall, George B. Raine and Jacob E. Comer, "A Proactive And Analytical Approach To Enforcement," Law360 (December 2011)
- New Rules: Sovereign Fund Probe Awakens Financial Firms To Corruption Risk.; WSJ.com, (July 11, 2011)
- R. Daniel O’Connor, Zachary Brez, and Kelly O’Connell, “Dodd-Frank, Aiding-and-Abetting Scienter, and Principles of Fairness: Why the SEC Should Not be Allowed to Apply Section 20(e) Retroactively” BNA Securities Regulation & Law Report (July 2011)
- R. Daniel O’Connor, Richard Marshall, and Daniel McCaughey, “Khuzami on the ‘Epidemic of Perjury’,” Law360 (June 2011)
- R. Daniel O’Connor, Zachary Brez, and Joseph Cleemann, “Control Person Liability,” Bloomberg Law Reports – Securities Law (April 2011)
- R. Daniel O’Connor and Annmarie A. Tenn, “Officer & Director Bars in the Current Financial Crisis,” National Association of Corporate Director – Directors Monthly (February 12, 2009)
- R. Daniel O’Connor and Annmarie A. Tenn, “Bifurcated Settlements: A New Approach To O&D Bars,” Law360 (September 2008)
- Speaker, “SEC/DOJ Priorities and Practices as a New Administration Unfolds,” Boston Bar Association Event (April 2017)
- Speaker, “An Anatomy of Recent SEC Enforcement Settlements,” 18th Annual IBA Conference on Private Investment Funds (March 2017)
- Panelist, “Protecting Your Corporation Against FCPA Enforcement,” Breakfast Briefing Event with Thomson Reuters (April 2015)
- Speaker, “Insider Trading After the 2nd Circuit Decision in Newman: Is it Back to the Future?” Boston Bar Association Event (March 2015)
- Speaker, “Meet the Regulators: A Conversation with Senior SEC Enforcement Officials,” Boston Bar Association Event (December 2014)
- Presenter, “FCPA in 2014 & Beyond,” Knowledge Congress Webinar (September 2014)
- Panelist, “Regulatory Update,” ACS Financial Accounting & Reporting Update Conference (June 2012)
- Presenter, “Navigating the FCPA “Resource Guide”: Enforcement Trends and Compliance Tips,” Ropes & Gray webinar (November 2012)
- Presenter, "What Every China-Based U.S.-Listed Company Needs to Know About U.S. SEC Enforcement Actions," Ropes & Gray webinar (June 2012)
- Panelist, “Securities Fraud 2012: Recent Developments in Enforcement and How SEC Administrative Trials May Alter the Landscape,” Boston Bar Association CLE Presentation (May 2012)
- Panelist, 7th Annual GAIM Ops Cayman Program (April 2012)
- Panelist, “Growing Role of Risk Management,” Thomson Reuters Conference (April 2012)
- Panelist, California Lawyer’s Biannual Roundtable: White Collar Defense (January 2012)
- Presenter, “SEC Enforcement Trends for Public Company CFOs/Controllers”, Accounting Conferences and Seminars (June 2011)
- Presenter, “Responding to Government Subpoenas”, ABA Business Law Section's National Meeting (April 2011)
- Presenter, “Establishing Information Walls at Multifaceted Investment Firms”, Private Equity International's Compliance Conference (April 2011)