Defense of companies, boards, and officers when the securities laws are in play, covering regulatory inquiries, internal investigations, and shareholder and securities-fraud disputes, with the regulatory track and the litigation track handled in one view.
A Wells notice is the staff's word that it intends to recommend charges, and the submission it invites is the one chance to argue the case before the case exists. The chance has an edge: the submission may be used against its author in any proceeding that follows and can be discovered by third parties, so it is written the way testimony is given rather than the way a brief is argued.
The clocks differ by track. The government has five years to seek a civil penalty and, since 2021, ten to seek disgorgement for fraud that requires scienter. A private plaintiff has two years from discovery of a Rule 10b-5 claim and five from the violation, and the Private Securities Litigation Reform Act stays discovery in that suit while a motion to dismiss is pending.
We act for companies, for boards and for officers whose interests may part from the company's, and we have represented clients in matters before the SEC. The inquiry and the shareholder suit run from one file, because a sentence offered to the staff will be read back at a deposition.
Representation in investigations and inquiries by regulators such as the SEC and FINRA. We respond to subpoenas, document requests, and Wells notices and prepare witnesses for testimony, with locally admitted or specialist counsel where a matter requires it.
Confidential internal investigations for boards, audit committees, and management that establish the facts, preserve privilege where it applies, and give the company a clear-eyed view of its exposure before a regulator forms one.
Defense of securities-fraud claims, shareholder disputes, and related derivative and disclosure litigation in state and federal courts, coordinated with any parallel regulatory inquiry arising from the same facts.
Counsel on disputes over disclosure, reporting, and the accuracy of public statements. What was said, when, and to whom are the questions most securities matters turn on.
Representation of individual officers and directors whose conduct is under scrutiny, with attention to indemnification, D&O coverage, and the points where individual and company interests can diverge.
Negotiated resolution of enforcement matters and private claims, settlement strategy, and the compliance remediation that often accompanies a resolution, so the matter closes and does not recur.
An informal inquiry runs on voluntary production; a formal order of investigation gives the staff subpoena power, and anyone compelled to testify is entitled to see that order on request. Form 1662, handed to every witness, says the testimony may be shared with the Department of Justice. It is read before the first answer.
Once a securities class action is filed, the Reform Act freezes discovery until the motion to dismiss is decided. The SEC's subpoenas are not stayed, and every document produced to the staff is a document the plaintiffs will seek the day the stay lifts. Productions are scoped with that second reader in mind.
An internal investigation report handed to the SEC staff to earn cooperation credit is, in nearly every circuit, a report the class plaintiffs can read too; the courts have rejected waiver for one audience only. The findings are therefore delivered orally, or in a form the company can afford to produce.
Since December 2023 every listed company has had to keep a Rule 10D-1 policy recovering incentive pay awarded on numbers later restated, reaching back three fiscal years and requiring no finding of misconduct. Add Sarbanes-Oxley's fault-based reimbursement for the chief executive and chief financial officer, and the officers' interests part from the company's early.
The Commission's 2001 Seaboard framework weighs self-policing, self-reporting and remediation, with cooperation itself, when it decides whether to charge and what to seek. The credit is real and so is the cost: facts volunteered to the staff are not privileged and are waiting for the plaintiffs' bar. We make the call with both ledgers open.
A settled antifraud order can make the company an ineligible issuer for three years, costing it automatic shelf registration and the safe harbor for forward-looking statements, and can disqualify it from Rule 506 private placements as a bad actor. Waivers exist. They are requested alongside the settlement, not after it.
A subpoena, a FINRA 8210 letter, or a preservation demand lands. Within hours we issue the litigation hold, decide who speaks to the staff, and take a first read of exposure, all before anyone answers a single question.
A privileged internal investigation establishes the facts faster than the regulator can: who knew what, when it was disclosed, and where the record is weak. The board hears the truth from its own counsel first.
When the staff signals charges, the Wells submission becomes the one chance to argue the case before it exists. Any shareholder suit born of the same facts is defended in lockstep, so no position taken in one forum arms the other.
Settlement terms, undertakings, and officer-and-director carve-outs are negotiated against the alternative of trial. Remediation is built into the resolution so the matter closes once and does not come back.
The regulator gets one version of the facts. Make sure you knew it first.
It is three proceedings that share one set of facts. The SEC investigates under a formal order and brings civil claims, in federal court or before its own administrative law judges, though since the Supreme Court's 2024 decision in Jarkesy a fraud penalty must be sought before a jury. FINRA disciplines the broker-dealers and registered persons it regulates under its own rules, with Rule 8210 requests that cannot be refused without risking a bar. And private plaintiffs bring class and derivative claims under the Exchange Act and state law. The same email surfaces in all three, usually in that order.
Yes. We have represented clients in matters before the SEC, and we advise companies, boards, and individuals responding to FINRA inquiries; we do not speak for the agencies, only for the parties in front of them. We respond to subpoenas, document requests, and Wells notices, prepare witnesses for testimony, and work to resolve a matter before it becomes a contested enforcement action where that path is available.
Issue the litigation hold the same day and switch off auto-deletion everywhere it runs, including on messaging apps; destroying a record in contemplation of a federal matter is its own felony. Ask whether a formal order exists and request it, read Form 1662 so the company knows the testimony can travel to the Department of Justice, and give notice under the D&O policy, since many policies treat a subpoena as a claim only if notice is timely. Then negotiate scope and a rolling production schedule with the staff before anyone sits for testimony. Employees are told whom counsel represents before they are interviewed.
Yes. A securities class action begins with a published notice within 20 days of filing, a lead-plaintiff contest decided within 90 days, and a complaint that must plead facts giving rise to a strong inference of scienter, with all discovery stayed while the motion to dismiss is argued. Derivative claims add a demand-futility fight, and in Delaware a books-and-records demand under Section 220 usually precedes the complaint. We defend these suits alongside any regulatory inquiry arising from the same facts, so a position taken in one forum is not contradicted in the other.
The regulator's file becomes the plaintiffs' complaint. A settled SEC order is entered without admitting or denying the findings, but Commission policy forbids the company from denying them afterward, so the order's recitals are quoted back in the class action and the company cannot answer them in public. Documents produced to the staff are requested by plaintiffs the day the stay lifts, a Wells submission is discoverable, and privilege waived for the government is waived for everyone in nearly every circuit. Each production to the staff is therefore reviewed as if the plaintiffs were already copied.
Civil penalties are set in three tiers per violation, adjusted for inflation each year, with the top tier reserved for fraud that caused substantial losses. Disgorgement is limited, since the Supreme Court's 2020 decision in Liu, to net profits returned for the benefit of victims, with prejudgment interest on top. Individuals face officer-and-director bars, and chief executives and chief financial officers face reimbursement of a year's bonuses and stock profits after a restatement caused by misconduct. Behind the order sit the collateral terms: ineligible-issuer status, bad-actor disqualification, and undertakings that bring in an independent consultant.
Trial advocacy in state and federal courts for complex business disputes, contract breaches, and commercial conflicts, from early case assessment through judgment and appeal.
Explore →Representation in futures and commodities disputes, including unauthorized trading, account losses, matters involving brokers and trading violations, and matters before the CFTC.
Explore →Protection and enforcement of intellectual property rights, trade secrets, and proprietary information through litigation and dispute resolution.
Explore →Arbitration, mediation, and other alternative dispute resolution, run to resolve the conflict without losing the business relationship.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
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