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.