Corporate leaders operate in a business environment under the constant scrutiny of governmental regulators and shareholders, each poised to take legal action if suspicions of securities violations surface. Even in the absence of legitimate bases, securities litigation is common under any circumstances where there is the prospect of a lucrative settlement. Public allegations can result in immeasurable damage to a company and its management, and are an extremely costly and time consuming business distraction.
That is why issuers, officers, directors, broker-dealers, investment advisors, accountants, law firms and others all rely on Proskauer Rose LLP: We provide sophisticated legal advice to prepare our clients to do business in the heavily policed securities industry, conduct internal investigations, and when they arise defend investigations, prosecutions, class actions and derivative actions.
Because many of our lawyers have served in senior positions within the United States' Department of Justice, the Securities and Exchange Commission and various United States Attorneys' offices, we understand how to effectively defend against government and private actions. Our litigators include a former U.S. Attorney for New Jersey and the Southern District of Illinois, chiefs of the Criminal and Civil Divisions of the U.S. Attorney's office in Manhattan, several Assistant U.S. Attorneys, former high-level SEC enforcement officials, and other federal and state prosecutors. Our lawyers also include a former Attorney General of Massachusetts and Deputy Attorney General of New York.
We have lawyers from our Securities Litigation and Enforcement Group located strategically in our New York, Boston, Los Angeles and Washington, D.C. offices, where they work across disciplines such as corporate civil and criminal defense, broker-dealer, SEC enforcement and internal investigations in the pursuit of one goal: to hone insightful defense strategies that address all facets of this highly regulated field. Our multidisciplinary approach to securities litigation and enforcement matters also allows us to draw on the regulatory experience of lawyers in our corporate department, who offer assistance with complex tax and accounting matters, corporate securities, hedge funds and private investment funds, and sophisticated scientific and technological issues.
SEC, SRO and State Enforcement
We are experienced in the defense of SEC investigations and enforcement proceedings brought under federal securities laws and are well known for actively defending companies, their boards of directors, senior executive officers, lawyers and others in high-profile SEC matters. The issues our litigators address include every aspect of securities regulation. Currently these matters include options backdating, financial fraud, hedge fund trading, related party transactions, bond trading, performance fees of money managers, soft dollar issues, insider trading, stock manipulation and cash settled swap agreements.
We also are experienced in litigation brought by the Commodities Future Trading Commission against commodity pool operators and commodity trading advisors, as well as their lawyers. We also represent regulated entities and individuals before self-regulatory organizations including the New York Stock Exchange and the National Association of Securities Dealers, and we routinely handle multiple investigations or "parallel proceedings" undertaken at the same time by the SEC, DOJ and the NASD. We also represent clients in connection with high-profile state regulatory and enforcement matters brought by entities including the office of the New York State Attorney General and state regulatory bodies around the country.
Our group has represented clients in congressional inquiries into sensitive securities industry issues and corporate scandal cases. On behalf of international clients in various industries, we are experienced in SEC and DOJ investigations of Foreign Corrupt Practices Act violations, both for foreign payments and violations of internal accounting controls.
Defense of Class Actions and Derivative Suits
We have decades of experience representing clients in shareholder class actions and derivative actions, contested tender offers, contests for corporate control, and "going-private" and proxy fight litigation. We are represent issuers and corporate executives in class actions and derivative actions alleging securities fraud and illegal options backdating, including one of the few major Rule 10b-5 cases to have gone to verdict. The substantial trial experience of our securities litigators gives our clients a strategic advantage, whether in the courtroom or at the negotiating table.
Our team is highly skilled in handling accounting and auditing issues. A number of our securities litigators are recognized practitioners who also lecture, teach and write in the field of forensic accounting and auditing.
Internal Investigations for Securities Issues
When potential misconduct is alleged or suspected, clients call upon us to conduct swift, thorough internal investigations as part of the first steps in defending an SEC or DOJ investigation. In handling these investigations, our lawyers are ever mindful of potential collateral consequences. We counsel clients on handling sensitive information and develop joint defense arrangements with other related parties to resolve issues discreetly, and we work with clients to provide closure with any involved government regulators.
For example, in one current internal investigation, our client is a large, multinational company where activities are under review that could potentially violate the Foreign Corrupt Practices Act. The investigation involves numerous prosecutorial and regulatory agencies and reaches around the globe - to Central America, Asia, Europe, Africa, and the United States. We have interviewed over 100 witnesses, including the client's key officers and critical personnel, and we have examined millions of pages of documents and electronic materials.
White-Collar Criminal Defense of Securities Matters
Our lawyers are experienced in the defense of criminal securities-related charges brought by the DOJ and state criminal authorities. If the case should go to trial, clients can count on the experience of many of our group's members, who have tried highly complex criminal securities cases as well as argued numerous cases on appeal.
Recent representations have included defending clients charged with federal securities fraud charges relating to a stock form bank conversion and stock manipulation.
Securities Industry Back Office Defense
Through our leading practice in defending back office matters, we leverage a deep understanding of the clearance, settlement and transfer processes. Our nationally recognized work includes matters involving major Wall Street introducing and clearing firms, as well as The Depository Trust & Clearing Corporation and its subsidiaries, which are responsible for clearing and settling the nation's securities transactions.
For example, recently we successfully defended DTCC in litigation around the United States against claims that its systems facilitate naked short selling. Cases have been dismissed on grounds of federal preemption and otherwise withdrawn in the face of our motions to dismiss. Appeals are pending in the U.S. Court of Appeals for the Ninth Circuit and the Supreme Court of Nevada.
Financial Services
Our litigators work closely with our Financial Services Group to assist broker-dealers and other industry participants with litigation surrounding securities matters, internal and regulatory investigations, civil enforcement proceedings, criminal prosecutions, arbitrations and complex litigations. We represent a broad spectrum of financial institutions, including full-service and boutique brokerage firms, domestic and foreign investment banks, investment advisers, investment companies, business development companies, hedge funds, private investment funds and banks.
Our group's industry experience includes service as regulators, general counsels and chief compliance officers for investment banks and mutual fund complexes, and as professors of securities law. With a global focus, we represent not only many New York-based institutions but also major foreign financial institutions headquartered in countries such as Australia, France, Japan, Mexico, the United Kingdom, Venezuela and Antigua.
As an example of our work for major institutions in the financial services industry, we represent a major prime brokerage firm in multiparty antitrust litigation concerning short selling allegations. We are vigorously defending against allegations that prime brokers have failed to fulfill their obligations to locate and deliver borrowed shares when their customers are selling short. We also currently represent investment banks in over 300 IPO allocation class actions brought in the Southern District of New York, and we recently successfully defended the compliance director at a major investment bank in connection with an SEC investigation into alleged frontrunning and record keeping violations.
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