Corporations and corporate employees increasingly are scrutinized by the U.S. Securities and Exchange Commission, self-regulatory organizations such as the Financial Industry Regulatory Authority, Inc. (FINRA), the U.S. Department of Justice and state agencies.
Pepper Hamilton LLP is experienced in counseling and defending clients at every stage of these matters from the informal inquiry stage, through the investigation and the "Wells" process, at trial or hearing, and on appeal.
Our team includes veterans of the SEC, FINRA, DOJ and other agencies, as well as trial lawyers with many years of experience in civil securities litigation.
Pepper lawyers guide clients through investigations and litigation involving a wide variety of allegations, including failure to comply with FINRA rules, conflicts of interest, pay-to-play, insider trading, improper revenue recognition and other types of financial fraud, market manipulation, mutual fund market timing and late trading, improper sales practices, excessive markups and advisory fees, inadequate supervision of securities professionals and accounting irregularities by corporate executives.
Our clients include broker-dealers, investment advisers, investment companies, publicly and privately held companies, corporate and mutual fund boards (including audit committees and independent directors), banks, insurance companies (including affiliated broker-dealers), and corporate officers and directors, among others.
Representing a client in a securities enforcement investigation presents challenges and requires strategies different from those involved in representing a client in civil litigation or a commercial dispute. Because the mere initiation of an enforcement action by a securities regulator can cause irreparable harm to a client’s reputation and business prospects, our attorneys recognize the importance of being proactive and communicating with regulators at the earliest stage of the process.
In some instances, early communications can result in convincing the regulator that an enforcement action is not appropriate. If enforcement action cannot be avoided, Pepper lawyers are well-prepared to litigate against the SEC, FINRA, DOJ, state agencies and other securities regulators in administrative proceedings and court actions.
In today’s enforcement environment, companies often face simultaneous scrutiny from multiple regulatory and law enforcement agencies, which -- sometimes regardless of the outcome of the investigations –- often is followed by civil litigation. Pepper is well-equipped to counsel and defend clients in these parallel proceedings.
We are particularly focused on the concerns of entities, such as broker-dealers and investment advisers, that are subject to continuous regulation and oversight by the SEC or the self-regulatory organizations. We assist clients in understanding and weighing their options, including whether a particular matter should be resolved short of litigation or if the specific circumstances call for principled push-back, including litigation and trial. We also represent broker-dealers and their associated persons in arbitration proceedings brought by individual clients and in industry disputes with other entities.
Pepper lawyers also have represented public companies, including investment companies (such as mutual funds) and their advisers, in class actions alleging violations of the anti-fraud provisions of the federal securities laws.
Pepper’s securities enforcement and litigation clients also gain access to the firm’s depth and strength in the investment management industry and corporate and securities matters.
Pepper’s Investment Management Practice Group includes seasoned veterans of the SEC’s Investment Management Division and private industry, who counsel registered investment companies, registered investment advisers and other clients about their obligations under the Investment Company Act of 1940, the Investment Advisers Act of 1940, and related laws and regulations.
Similarly, our 100-lawyer Corporate and Securities Practice Group includes lawyers with SEC experience and knowledge in guiding clients on reporting and disclosure issues, corporate governance, public offerings, mergers and acquisitions, proxy solicitations and other transactions, and all other corporate and securities matters.
Our securities enforcement and litigation lawyers team with their peers in these and other practice areas as needed to serve clients most effectively.