Jeremiah Williams
Partner
Jeremiah Williams is a partner in Ropes & Gray’s litigation and enforcement practice group, focusing on securities enforcement as well as civil litigation where valuation is a key issue. In his capacity as a litigator and former government enforcement attorney, Jeremiah has represented and prosecuted individuals and organizations—particularly in the financial services industry—in both the private and public sectors. Jeremiah also has deep expertise with valuation matters, and regularly advises public companies on merger and appraisal litigation actions in the Delaware Court of Chancery, as well as pre-litigation appraisal demands.
Prior to joining Ropes & Gray, Jeremiah was Senior Counsel in the Division of Enforcement at the U.S. Securities and Exchange Commission. While at the SEC, he was a member of the Asset Management Unit, a specialized group investigating potential misconduct involving registered investment companies and private funds, with a particular focus on the Investment Advisers Act and Investment Company Act. He also previously spent six years in the financial industry, where he worked with derivatives and developed quantitative models used for valuing and hedging complex financial instruments. Jeremiah holds the Chartered Financial Analyst (CFA) designation.
Experience
Valuation Litigation
- Representing Shari Redstone and National Amusements, Inc. against parallel actions in the Delaware Court of Chancery brought by former stockholders of Viacom and former stockholders of CBS challenging the multi-billion dollar merger of Viacom and CBS in 2019. Plaintiffs allege that defendants breached their fiduciary duties to both companies in connection with the merger.
- Successfully defended a large hotel company in an appraisal litigation resulting in no additional consideration for dissenting shareholder.
- Represented a private equity sponsor in expedited Delaware merger litigation concerning the application of a “material adverse event” clause in light of a public company’s performance during the COVID pandemic.
- Represented Medivation, a Pfizer subsidiary, in a Delaware appraisal case with approximately $360 million in shares seeking appraisal arising out of Pfizer’s acquisition of Medivation for $14 billion. Settled the case on very favorable terms.
Government Enforcement
- Representing a mutual fund adviser in an SEC investigation dealing with the Section 15(c) process and management fees.
- Representing a public company in an SEC accounting investigation involving allegations of earnings manipulation.
- Represented a founder and CEO in DOJ and SEC investigations regarding alleged accounting fraud and insider trading. Also represented same individual in civil litigation arising from the alleged insider trading activity, including claims for breaches of fiduciary duty and contract.
- Defended numerous life sciences and medical devices companies in SEC insider trading investigations.
- Represented a technology company in an SEC insider trading investigation stemming from trading activity around an acquisition.
- Successfully defended a venture capital fund adviser in connection with an SEC pay-to-play investigation, resulting in a very favorable settlement.
- Represented an investment adviser in connection with an SEC inquiry into the valuation of mortgage-backed securities.
- Defended one of the world’s largest asset managers in connection with an investigation stemming from the SEC’s ongoing review of fee and expenses taken by private equity and real estate funds.
- Managed complex SEC investigation involving risk disclosures of registered fund heavily invested in credit default swaps.*
- Obtained $267 million settlement against global wealth management firm in landmark conflicts of interest case.*
- Investigated major investment banking and financial services advisory firm for deficient policies and procedures regarding principal trading practices.*
- Led novel auditor independence case involving subsidiary of Big 4 accounting firm that lobbied Congress on behalf of audit clients.*
Matters completed prior to joining Ropes & Gray.*
Publications
- Quoted, “SEC Enforcement Remedies Under Microscope Amid Aggressive Push,” Bloomberg Law (September 29, 2022)
- Quoted, “SEC Argues for Ability to Obtain Penalty Beyond Defendant’s Gain,” Securities Law (September 21, 2022)
- Quoted, “A Legal Challenge from The Right on Boardroom Transparency,” The New York Times’ Dealbook (August 30, 2022)
- Quoted, “Auditor Independence Standards Need Tightening: SEC Chair,” Ignites (August 8, 2022)
- Quoted, “Pension Funds Push for More Disclosure Rules for Private-Equity, Hedge Funds,” The Wall Street Journal (June 6, 2022)
- Quoted, “Gensler’s SEC Expected to Lay Out Crypto Guidelines,” BoardIQ (April 6, 2021)
- Quoted, “Climate Change Emerges as a Compliance Focus for SEC,” The Wall Street Journal (March 3, 2021)
- Co-author, “Outlook For Digital Assets May Improve In 2021,” Law360 (December 3, 2020)
- Co-author, “Mitigating Accounting Fraud Risk During the Pandemic: Regulators’ Concerns and Prospective Solutions,” Harvard Law School Forum on Corporate Governance (June 7, 2020)
- Quoted, “Behind Eni’s $24.5M FCPA Settlement for Actions of Minority-Owned Subsidiary,” The Anti-Corruption Report (April 29, 2020)
- Quoted, “SEC Staffers Outline Cybersecurity Expectations For Firms,” Law360 (January 27, 2020)
- Quoted, “Crypto And Data Use Remain SEC Examination Targets In 2020,” Law360 (January 7, 2020)
- Quoted, “Washington Offers Companies Facing Enforcement a Package Deal,” The Wall Street Journal (July 3, 2019)
- Quoted, “SEC Gag Rule Under Attack Again. Are Its Days Numbered?,” The AmLaw Litigation Daily (May 7, 2019)
- Quoted, “Compliance Hot Spots: SEC Gag Order Faces Challenge | Quinn Emanuel's Big New Hire | Law Firm Perspective on the Shutdown | Plus: Who Got the Work & More,” Law.com (January 15, 2019)
- Quoted, “SEC fines NYSE for systems failures,” Commercial Dispute Resolution (March 14, 2018)
- Co-author, “Management Optimism Versus Market Skepticism in Delaware Appraisal Litigation: A Dell Case Study,” Insights: The Corporate & Securities Law Advisor (February 2018)
- Quoted, “SEC to Target Fund Liquidity, Custom Indexes in 2018 Exams,” Ignites (February 8, 2018)
- Co-author, “Delaware Supreme Court reverses Court of Chancery's Dell appraisal decision,” International Law Office (January 17, 2018)
- Quoted, “PF Manager Settles Charges Involving Conflicts, Disclosure and Exam Findings,” ACA Insight (January 8, 2018)
- Co-author, “Management Projections in Delaware Appraisal Litigation: Anecdotal Evidence,” Insights: The Corporate & Securities Law Advisor (October 2017)
- Quoted, “Failure to Provide Counsel with Key Information Likely Won’t Pass SEC Muster,” ACA Insight (October 16, 2017)
- Quoted, “Pay-to-Play Fears Prompt Some Managers to Ban Political Donations,” FundFire (September 15, 2017)
- Quoted, “Trade Allocation Not Consistent with Client Disclosure is Enforcement Red Flag,” ACA Insight (May 15, 2017)
- Quoted, “SEC Announces 2017 Exam Priorities, Adds Robo-Advisers to List,” Investment News (January 12, 2016)
- Video Interview, “Managers Face Enforcement, DOL Pressures: Reg Experts,” FundFire (October 2016)
- Quoted, “Absorb lessons from enforcement case and keep disclosure current and robust,” IA Watch (August 18, 2016)
- Quoted, “Trade allocation policies being scrutinized by SEC,” Pensions & Investments (May 30, 2016)
- Currency Double Barrier Knock-Out Options, Laboratory for Financial Engineering, Massachusetts Institute of Technology (Working Paper No. P95F-1), October 1995
Presentations
- Panelist, “Taking an Accountant's Liability Matter to Trial,” American Law Institute Continuing Legal Education – Accountants’ Liability (June 9, 2022)
- Panelist, “Hot Topics for Credit Fund Managers: Trading Loans While in Possession of Potential MNPI,” Ropes & Gray Webinar (March 9, 2022)
- Panelist, “Ethics for Advisers: Compliance with Fiduciary Duty Standards,” IAA Investment Adviser Compliance Conference (March 4, 2022)
- Panelist, “Regulatory Review and Litigation Update: Private Funds,” Stout Summit: Investment Fund and Portfolio Valuation (October 27, 2021)
- Panelist, “Regulator update — special purpose acquisition companies (SPACs),” EY Webcast (June 21, 2021)
- Panelist, “Two Persistent Compliance Challenges: Insider Trading and Advisory Contracts,” NRS Investment Adviser Core Compliance Program Symposium (June 9, 2021)
- Speaker, SIFMA C&L Society Boston Regional Seminar (May 21, 2019)
- Panelist, “Litigating Securities Fraud Cases Against the SEC and DOJ,” Securities Enforcement Forum (November 1, 2018)
- Panelist, “Recent Banking and Securities Enforcement Actions and Litigation,” Financial Markets Association Legal and Legislative Issues Conference (October 18, 2018)
- Presenter, “How to Survive Your Next SEC Audit” (February 27, 2018)
- Panelist, “New Rules, Same Game - What to Expect from the New SEC” (November 15, 2017)
- Presenter, “Preparing For and Managing a Stock Drop” (April 10, 2017)
- Panelist, “Balancing Business Objectives with Risk and Compliance Obligations,” 2017 Hiperos Financial Services Regulatory Knowledge Forum (March 16, 2017)
- Panelist, “Discussing the SEC Transition: The Departure of Mary Jo White” (November 17, 2016)
- Panelist, “Financial Firm Spotlight – Asset Management, Private Equity, Hedge Funds and More,” Securities Enforcement Forum (October 13, 2016)
Education
- JD, cum laude, Harvard Law School, 2006
- MBA, MIT Sloan School of Management, 1996
- BA, Yale University, 1994
Admissions / Qualifications
Qualifications
- District of Columbia, 2007
- California, 2006
Awards
- Three-time recipient of the Director’s Award in recognition of outstanding contributions to the SEC Division of Enforcement
