Landmark legislation has changed the operating landscape of business worldwide. Faced with new disclosure requirements along with enhanced regulatory authority, examination practices and whistleblower provisions, companies and individuals need seasoned counsel on their side now more than ever. We help our clients navigate complex regulatory, compliance, and enforcement matters while minimizing exposure with the government and in the press.
With a team that includes former SEC attorneys and federal prosecutors from the U.S. Department of Justice (DOJ) and many U.S. Attorney’s Offices, we understand the complexities of both the financial products of today’s markets and interfacing with the government. Our enforcement and regulatory attorneys have extensive experience handling the most significant securities and futures enforcement initiatives.
In the last year alone, we represented clients before every SEC office, the DOJ, the Commodities Futures Trading Commission (CFTC), the CME, the Financial Industry Regulatory Authority (FINRA), the IntercontinentalExchange (ICE), the National Futures Association (NFA) and many other self-regulatory organizations. We frequently handle matters involving:
- Auditor matters
- Broker-dealer misconduct
- Complex trading practices, including proprietary futures and derivative products
- Financial reporting, complex accounting and disclosure issues
- Foreign Corrupt Practices Act (FCPA) matters
- Insider trading and expert networks
- Investment advisory fraud
- LIBOR manipulation
- Market manipulation
- Performance reporting and adviser advertising
- Residential mortgage-backed securities (RMBS), swaps, auction rate securities (ARS), collateralized debt obligations (CDOs) and other complex instruments
- Stock option grant practices and allegations of back dating
- Subprime, commodity-backed mortgage and credit, and commodity default swap exposure
- Whistleblower matters
With leading practices in private equity, investment management and hedge funds, Ropes & Gray’s securities and futures enforcement attorneys represent high-profile financial institutions and individuals in the most complex and extensive enforcement and regulatory matters in the country and globally. Recent highlights include representation of:
- A global clothing retailer in negotiating the first nonprosecution agreement with the SEC since the announcement of a new cooperation initiative in 2010. We represented the audit committee of the retailer in connection with a massive internal investigation into accounting fraud issues that resulted in a five-year restatement of financials, the resignation of the company’s president, and an extensive self-report of issues to the staff of the SEC and U.S. Attorney’s office.
- One of the world’s largest institutional money managers in investigations by the SEC and Massachusetts regulators focusing on alleged material omissions of information provided to investors regarding the funds’ exposure to the subprime mortgage market, selective disclosure to key client groups, and the use of leverage and derivative funds. The eventual settlement with the SEC and the state regulators was completed on a neither admit nor deny basis, and we were able to convince the SEC staff to drop its demand for a scienter-based claim and settle for a negligence-based charge.
- A large provider of behavioral health care in conducting a rapid internal investigation into misconduct by a former business unit controller that allowed this public company to quickly issue its restated financial statements just ahead of a 60-day debt default deadline, thereby avoiding the acceleration of $400 million in outstanding debt.
- A large investment bank/broker-dealer in SEC and CFTC investigations into its proprietary and customer trading accounts, including accounts in its foreign affiliates, as well as FINRA, CME, CBOE, ICE, and OCX investigations concerning automated trading systems, positions limits exemptions and violations, block trading execution, alleged wash trades, and other areas.
- A closed end mutual fund in the first-ever case related to manipulation of an auction for ATP stock by its issuer. We took over the representation from another firm once the SEC staff indicated that they intended to serve the company and its officers with a Wells Notice and overcame the initial demand by the SEC for a high-dollar, fraud-based settlement, achieving a settlement in principal on non-scienter based charges with little monetary impact on the fund.
- An international financial services firm in an SEC investigation into the sale of certain structured products to retail customers.
- A life sciences-focused investment bank in an insider trading matter related to a former junior banker being prosecuted by the SEC’s Chicago office. We have represented the firm for the last 18 months as the SEC built an insider trading case against the former junior banker, who was recently sued and is alleged to have tipped a college friend as to two transactions that the bank was handling.