Securities Enforcement Defense
- Holland & Knight's Securities Enforcement Defense Team brings together a highly experienced group of attorneys who leverage their extensive government, defense and investigation experience to conduct internal and independent investigations on behalf of companies and boards and to represent individuals and entities in government investigations.
- Our team is led by several attorneys from government and industry, including attorneys who served in senior positions in the Division of Enforcement for the U.S. Securities and Exchange Commission (SEC), including former associate and assistant regional directors.
- The team represents public and private companies, board committees, audit firms and financial services firms, as well as associated officers, directors, management and employees, to handle and defend investigations and enforcement actions brought by the SEC and other key federal and state agencies.
- Clients select Holland & Knight to navigate complex regulatory, compliance and enforcement issues, and to minimize regulatory risk and exposure. Our team's deep understanding of complex financial markets and broad knowledge of securities laws enables us to effectively navigate challenging investigative and regulatory issues and frequently obtain efficient and favorable resolutions for our clients.
- Holland & Knight's SECond Opinions Blog offers analysis covering SEC news, enforcement actions and agency rulemaking.
Holland & Knight's Securities Enforcement Defense Team has substantial experience representing public and privately held companies, broker-dealers, investment banks, accounting firms and other market participants – along with their officers, directors and managers – in the full range of civil and criminal enforcement investigations. This includes advising clients in civil enforcement investigations by the SEC, Commodity Futures Trading Commission (CFTC) and state securities regulators, in self-regulatory proceedings by the Public Company Accounting Oversight Board (PCAOB) and the Financial Industry Regulatory Authority (FINRA), as well as in criminal investigations by the U.S. Department of Justice (DOJ). Our Securities Enforcement Defense Team works collaboratively with other Holland & Knight lawyers who focus on key issues involving capital formation, capital markets, securities offerings, investment management and regulatory compliance issues to deliver a fully informed defense strategy when our clients need it.
We advise clients based on a combination of our extensive legal knowledge and a deep understanding of government enforcement based on first-hand experience. We handle all phases of securities investigation and enforcement matters, including informal and formal investigations and inquiries, interviews, proffers, testimony, Wells submissions, negotiated resolutions, and the full range of administrative, civil and criminal enforcement proceedings through and after trial.
Additionally, our team has extensive experience conducting internal investigations on behalf of public and private companies, board committees, audit firms and financial services firms, as well as representing individual directors, officers, members of management and employees in such investigations. We also provide advice to company boards on establishing and implementing compliance programs and dealing with compliance-related issues.
Whether conducting investigations for our clients or defending a client in the midst of an investigation or inquiry, our lawyers have dealt with nearly every "hot button" issue, including:
- accounting-related conduct, such as revenue recognition concerns and related-party transactions
- auditor-related conduct, including 102(e) proceedings
- broker-dealer conduct
- compliance and internal controls, including accounting, IT, disclosure and financial reporting controls
- cryptocurrency and digital assets
- financial reporting and disclosure issues
- Foreign Corrupt Practices Act (FCPA) matters
- insider trading
- private and public securities offerings
- regulated entity obligations
- special purpose acquisition companies (SPACs)
- trading-related conduct
FINRA Litigation and Arbitration
Our team has extensive experience advising broker-dealers and brokerage firms responding to investigations or involved in arbitration with FINRA. Our attorneys are prepared to navigate clients through a variety of FINRA disputes such as:
- customer complaints that broker-dealers mishandled accounts by investing in products that didn't match the customers' stated risk tolerance, claims of buying and selling of securities to increase commissions ("churning"), or allegations of accounts underperforming compared with outside indexes
- disputes over the appropriate customer contact by departing broker-dealers
- broker-dealers' requests for expungement of negative findings on Form U5 documents
Our team includes former government regulatory officials, FINRA litigators and FINRA arbitrators. We practically advise on how to best handle broker-dealer disputes, investment fraud matters and Form U5 termination issues. Backed by this experience, we conduct efficient investigations and craft realistic strategies to resolve issues. Based on the facts of each matter and the applicable laws, our lawyers mount vigorous defenses before FINRA arbitrators and panels or, when appropriate, negotiate favorable settlements.
Investigation and Enforcement Defense
- Conducted multiple investigations for public companies concerning possible FCPA violations, including representation of Fortune 10 company in connection with parallel SEC and DOJ investigations into possible FCPA violations
- Advised multiple entities in connection with state of Texas and SEC regulation and enforcement actions relating to digital assets
- Advised the audit committee of a publicly traded oil and gas exploration and production company in an internal investigation involving claims of possible accounting irregularity and gender discrimination
- Represented the chief financial officer of a New York Stock Exchange (NYSE)-traded company in connection with an internal investigation
- Advised the audit committee of a Nasdaq-traded consumer goods and financing company in an independent investigation
- Represented the audit committee and demand review committee of publicly traded real estate investment trust (REIT) related to allegations of breach of fiduciary duty, securities fraud (10b-5) and Ponzi scheme activity
- Represented Chicago-based hedge fund in connection with SEC's investigation of multibillion-dollar Ponzi scheme
- Represented a major prime broker and portfolio manager in SEC and New York State Attorney General investigations arising out of allegedly illegal market timing and late trading of mutual funds
- Represented an individual accused of tipping others in an SEC insider trading action
- Represented CEO of Dallas-based oil and gas company in investigation by SEC into alleged $400 million fraud in connection with the sale of limited partnership interests to investors
- Successfully represented the former chief financial officer of a Nasdaq-traded company in an SEC fraud and disclosure investigation in which no claims were asserted against the client
- Represented Dallas-based private equity advisor in investigations by SEC, New York Attorney General and various U.S. Attorney offices in connection with alleged pay-to-play practices to obtain business from public pension funds
- Represented executive of international investment bank in connection with New York Attorney General's auction rate securities fraud investigation
- Represented an individual accused by the SEC of violating the antifraud provisions of the securities laws
- Represented an investor in negotiating the successful resolution of pre-litigation claims involving an unregistered investment advisor
- Advised registered investment adviser (RIA) clients in connection with successfully concluded SEC examinations
- Represented investment advisory firm in federal court against SEC fraud charges
- Conducted internal investigation for Florida-based public company following SEC inquiry
- Represented CEO of Nasdaq-listed company in insider trading investigation
FINRA Litigation and Arbitration
- Successfully defended a broker-dealer in FINRA arbitrations where investors alleged that recommended investments were unsuitable for the investors' risk profiles
- Represented a financial institution in a FINRA injunctive relief proceeding where the client prosecuted claims of trade secret theft and breach of noncompete covenants against a representative attempting to migrate business to a competitor
- Defended a broker-dealer against a terminated registered representative's claims of wrongful termination, defamation and tortious interference with prospective contract claims, and defended brokerage firm in separate expungement hearings on the representative's FINRA Form U5 termination notice, visible on the public BrokerCheck reports
- Arbitrator for FINRA matters involving disputes concerning broker-dealers' Regulation Best Interest violations, broker-dealer versus terminated employees in the alleged theft of customers investing in 1031 Delaware Statutory Trusts, and injunctive relief and related emergency hearings concerning theft of broker-dealer trade secrets
Internal SEC Experience (as Enforcement Attorneys and Supervisors)
- Supervised more than a dozen confidential investigations into public company issuers, executives and their auditors, several of which resulted in SEC enforcement actions for violations of antifraud, internal accounting controls, disclosure controls and procedures (DCP), and internal control over financial reporting (ICFR) provisions of federal securities laws
- Supervised the SEC's three largest actions to date involving misconduct in connection with SPAC transactions, obtaining judgments totaling more than $160 million
- Handled several first-of-their-kind enforcement actions based on misconduct involving cryptocurrencies and digital assets, including the successful prosecution of the SEC's first case involving Bitcoin, the SEC's first-ever emergency appointment of a receiver over crypto-assets and one of the SEC's only actions in the space against an entity for operating an unregistered securities exchange
- Supervised SEC's first enforcement action involving misconduct on the dark web
- Handled an enforcement action based on fraudulent offering and disclosure violations by Nasdaq-traded life settlements company and certain of its executives
- Handled enforcement actions against audit firms and audit professionals for violations relating to auditor independence, partner rotation and failure to adhere to standards imposed by PCAOB
- Investigated and supervised several SEC enforcement actions involving insider trading by corporate insiders
- Supervised several administrative proceedings and confidential investigations into registered investment and municipal advisers, including the SEC's enforcement action against an investment adviser and advisory representative involved in a scheme to bribe several NCAA coaches and student-athletes as well as an enforcement action against investment adviser and others for misappropriating millions from accounts managed for professional athletes
- Supervised multiple SEC enforcement actions against international securities dealers for illegally offering and selling securities-based swaps and their failures to properly register as dealers, with parallel actions by the Commodity Future Trading Commission (CFTC)
- Supervised, investigated and litigated several matters that resulted in the SEC obtaining emergency relief, such as temporary restraining orders, asset freezes and appointments of receivers