Securities INDUSTRIES

WilmerHale’s securities practice of more than 200 lawyers offers premier enforcement, litigation and regulatory capabilities, and is widely recognized for its experience in all aspects of capital markets, investment management, broker-dealer and financial services regulation.

Recognized for a "superb reputation for securities litigation and ... particularly well regarded for the regulatory and enforcement side” (Legal 500 US 2011), "described as one of the leading enforcement practices in the USA" (Chambers USA 2011), and selected as "Law Firm of the Year” in securities litigation (2011-2012 U.S. News/Best Lawyers Best Law Firms rankings), WilmerHale has played a central role in a number of prominent US federal and state securities investigations and regularly represents companies, directors and senior management in governmental and internal investigations. On behalf of committees of outside directors, we conducted the investigations of Enron, Qwest, and WorldCom, and we represented the Special Committee of the Board of Directors in the Securities and Exchange Commission’s (SEC) UnitedHealth options backdating inquiry. For every high-profile securities investigation we have handled, there are many others in which we represented the company or an officer with no charges made.

Our team has earned a national reputation—based on our defense of major class actions—as a leading defender of individuals and companies named in federal or state court by private litigants. We have handled the full spectrum of securities litigation matters, from cases relating to IPO allocation practices, excessive management fees, mutual fund market timing, insider trading, accounting fraud, market manipulation and insurance sales practices, to challenges to our clients’ business judgment in derivative actions, corporate control contests, proxy fights and other corporate governance disputes.

Our enforcement and litigation capabilities are complemented by our strength in all aspects of securities regulation. Our broker-dealer, financial services and investment management lawyers have navigated some of the most complex regulatory challenges faced by domestic and international market participants, and have played a pivotal role providing regulatory advice to clients—including investment banks, investment advisers and companies, as well as hedge funds and other alternative investment vehicles—in the current financial crisis.

Our clients rely on the valuable insight of a team of seasoned lawyers who have many years of experience working on the most complex securities matters. Among this experienced group, we count a former SEC Director of Enforcement, a former Regional Director of the Pacific Regional Office of the SEC, a former SEC Deputy General Counsel and a former Deputy Director of the Division of Trading and Markets.

WilmerHale’s securities practice of more than 200 lawyers offers premier enforcement, litigation and regulatory capabilities, and is widely recognized for its experience in all aspects of capital markets, investment management, broker-dealer and financial services regulation.

Recognized for a "superb reputation for securities litigation and ... particularly well regarded for the regulatory and enforcement side” (Legal 500 US 2011), "described as one of the leading enforcement practices in the USA" (Chambers USA 2011), and selected as "Law Firm of the Year” in securities litigation (2011-2012 U.S. News/Best Lawyers Best Law Firms rankings), WilmerHale has played a central role in a number of prominent US federal and state securities investigations and regularly represents companies, directors and senior management in governmental and internal investigations. On behalf of committees of outside directors, we conducted the investigations of Enron, Qwest, and WorldCom, and we represented the Special Committee of the Board of Directors in the Securities and Exchange Commission’s (SEC) UnitedHealth options backdating inquiry. For every high-profile securities investigation we have handled, there are many others in which we represented the company or an officer with no charges made.

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Leadership

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McLucas, William R.

William R. McLucas

Chair, Securities Department

+1 202 663 6622 (t)

william.mclucas@wilmerhale.com

Avakian, Stephanie

Stephanie Avakian

Vice Chair, Securities Department

+1 212 230 8845 (t)

stephanie.avakian@wilmerhale.com

Davison_Doug_lo.jpg

Douglas J. Davison

Vice Chair, Securities Department

+1 202 663 6690 (t)

douglas.davison@wilmerhale.com

Robinson, Andrea J.

Andrea J. Robinson

Vice Chair, Securities Department

+1 617 526 6360 (t)

andrea.robinson@wilmerhale.com

Experience

We bring unparalleled breadth and depth of experience to matters involving the securities markets. Our team includes former officials from the Securities and Exchange Commission, Commodity Futures Trading Commission, Department of Justice, Federal Bureau of Investigation, Federal Reserve Board and the Financial Services Authority of the UK.

Our approach is collaborative. Combining our diverse expertise into pragmatic solutions, together we have:

  • Counseled clients in hundreds of matters before the DOJ, SEC, NASD, NYSE, AMEX, state regulators and Congress, in the past five years alone
  • Defended more than 300 separate securities and market conduct class actions in the last decade
  • Established, registered and represented more than 200 open-end and closed-end funds with a wide variety of investment objectives and policies, including the representation of nine closed-end investment companies in initial public offerings in 2003 and 2004 with total proceeds of over $4.6 billion in the last 18 months
  • Served as counsel to over 70 mutual fund groups, over 50 registered investment advisers, over 50 broker-dealers and over 50 hedge fund managers
  • Navigated some of the most complex regulatory issues facing capital market issuers, underwriters, broker-dealers, investment companies and advisers, and other domestic and international market participants

Publications & News

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March 22, 2013

The Consumer Financial Protection Bureau: Enforcement

A presentation delivered by Eric Mogilnicki delivered to The Banking Institute, University of North Carolina School of Law Center for Banking and Finance, on March 22, 2013.

December 7, 2012

Reminder: Compliance Deadline Approaching for ISDA August 2012 Dodd-Frank Protocol

As a reminder, swap market participants, including managers of hedge funds and other pooled investment vehicles as well as corporate end-users, may need to adhere to the ISDA August 2012 Dodd-Frank Protocol (the “Protocol”) in the next few weeks if they have not done so already.

November 5, 2012

CFTC Staff Provides Broad Relief for Market Participants as Swap Effective Date Arrives

The final joint swap definition rules and interpretations issued by the Commodity Futures Trading Commission (CFTC) and Securities and Exchange Commission became effective on October 12, 2012, triggering a series of requirements related, among other things, to swap dealer registration, determination of who is a major swap participant, swap data reporting and recordkeeping, status of eligible contract participants, and registration as a commodity pool operator, commodity trading advisor, introducing broker, floor broker, or floor trader.

October 25, 2012

Massachusetts’ Supreme Judicial Court’s Pro Bono Honor Roll Includes WilmerHale

October 18, 2012

CFTC Heightened Enforcement Activity

On October 5, 2012, the Commodity Futures Trading Commission (Commission or CFTC) announced fiscal year 2012 enforcement statistics and case highlights, and identified for practitioners and market participants the Division of Enforcement’s (Division) likely 2013 priorities.1 In addition to fraud-based actions, the announcement brought attention to cases involving allegations of manipulation, false reporting, wash trades, exceeding position limits, and deficient customer fund safeguards and supervision obligations.

October 17, 2012

WilmerHale’s New York Office Awarded LEED® Gold Certification

October 10, 2012

Former, Current WilmerHale Partners Elected to American Law Institute

October 1, 2012

SEC Adopts the Consolidated Audit Trail Rule

October 1, 2012

Keeping Current with Form 8-K: A Practical Guide 2012

We have prepared this Guide to assist public companies in understanding and complying with the Form 8-K reporting requirements. This Guide describes Form 8-K primarily from the perspective of a U.S. operating company that has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) and that is not a shell company, a smaller reporting company, a foreign private issuer, an asset-backed issuer or an investment company.

September 21, 2012

Conflict Minerals – A Summary of the SEC’s Final Rules

On August 22, 2012, the Securities and Exchange Commission, acting pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, adopted a final rule that will require public companies to make disclosures about the use of “conflict minerals” in the products that they manufacture or contract to manufacture. Congress adopted Section 1502 in order to further the humanitarian goal of ending the violent conflict and rampant human rights abuses in the Democratic Republic of Congo (the “DRC”), which have been partially financed by the exploitation and trade of conflict minerals from the region.

Recognition

  • Chambers USA has consistently ranked WilmerHale in the top tier among firms nationwide for securities regulation work. "WilmerHale well deserves its reputation for having a high-caliber practice,” states the 2012 guide. William McLucas is recognized as a star individual, and cited by clients as "the best securities lawyer in the country” and called “sharp as a tack … his connections are almost unparalleled." In addition, Harry Weiss is cited as a "phenomenal attorney" who "brings a specific skill set you can't get from other people," and Jeffrey Rudman is called out for his "tremendous level of knowledge."
  • The 2012 edition of The Legal 500 United States cites WilmerHale’s "widespread recognition for its preeminent enforcement practice,” and acknowledges the firm’s “market leading niche in SEC enforcement issues.” Our department is recognized by the guide in the alternative/hedge funds, mutual/registered funds and shareholder litigation categories.
  • In the 2012 Best Law Firm rankings by U.S. News Media Group/Best Lawyers, our mutual funds law and private funds/hedge funds law practices are ranked in the first tier nationally and in New York; and our securities capital markets law practice is ranked in the first tier nationally and in Boston and Washington DC. Additionally, our securities regulation practice is ranked in the first tier nationally and in Washington DC, and our securities litigation practice was ranked in the first tier nationally and in Boston and New York. In 2011, WilmerHale was named "law firm of the year" in securities litigation.
  • Fifteen securities lawyers were recognized for their work in their respective fields, and selected by peers for inclusion in the 2013 edition of The Best Lawyers in America. In 2009, the guide named William McLucas "Washington DC Securities Lawyer of the Year."
  • Washingtonian magazine named four WilmerHale lawyers to its “Stars of the Bar” list in 2012, including Yoon-Young Lee, William McLucas, Harry Weiss and Laura Wertheimer.
  • In 2012, Practical Law Company (PLC) recommended WilmerHale nationally in the area of investment funds: registered/mutual funds. In addition, James Anderson was recommended as a "Leading Lawyer.”
  • WilmerHale was named one of five "Securities Defense Firms of the Year” for 2009 by the editors of Law360—one of the nation’s leading publishers of legal news and information.

2012 Highlights

Our Securities Department continued to work with our clients to respond to some of the most sensitive and high-stakes government investigations into the banking and financial services industry. We assisted in the successful resolution of a number of multi-year enforcement investigations, with no charges filed, and fielded sophisticated cross-disciplinary teams to address ongoing matters spanning multiple continents, and involving multiple government agencies and regulatory bodies. Among many other significant matters, we secured the dismissal of a number of securities class action lawsuits; successfully defended clients in lawsuits seeking to enjoin merger transactions; and continued our pro bono representation of a Washington DC–based children’s charity that lost half of its endowment to a Ponzi scheme in the wake of the global financial crisis. Below is a selection of our 2012 highlights:

  • We represented the Audit Committee of Best Buy in an internal investigation into allegations of inappropriate conduct by the company’s then-CEO Brian Dunn. We have continued to provide the board with counsel on a variety of corporate governance, disclosure, transactional, employment law and securities matters in the aftermath of the investigation.
  • The Royal Bank of Scotland Group PLC and various officers and directors of the bank turned to us for representation in two securities class actions brought under the Securities Act and Securities Exchange Act alleging false or misleading statements in connection with structured asset holdings and valuations, capital adequacy, risk controls, and the acquisition and integration of a European bank. We obtained decisive victories when the Southern District of New York dismissed the complaints against our client, with prejudice.
  • We achieved a significant win for PwC Canada when the US District Court for the Southern District of New York granted our motion to dismiss, without leave to replead, in a long-running litigation involving allegations of accounting fraud at Fairfax Financial.
  • We continued our representation of venerated Washington DC–based social services organization Hillcrest Children’s Center, which in 2009 became the victim of a Ponzi scheme in which it lost about one half of its endowment. The firm filed suit in federal court in DC in 2011, and the SEC followed with its own suit against the principal malefactors. In 2012, Hillcrest reached a settlement with five defendants, including the law firm and attorney that represented the entity that orchestrated the Ponzi scheme. In addition, Hillcrest secured a default judgment against Garfield Taylor and the Gibraltar entities for the entire amount of Hillcrest’s losses.
  • We successfully closed a more-than-10-year-old SEC securities fraud investigation and subsequent federal court enforcement action against our client, the former general counsel and executive vice president of business development at Cabletron Systems, later known as Enterasys—at the time, a more than $1 billion computer networking company. We litigated and won all of the SEC's fraud and primary securities claims against our client, and the SEC settled the rest without any payment by or sanction against our client.
  • We achieved another in a string of victories for DryShips, a shipping company based in Athens, Greece, and incorporated in the Marshall Islands, when the US District Court for the Eastern District of Missouri dismissed a securities fraud class action suit against the company, its board, and senior management. This result follows the November 2011 dismissal of a shareholder derivative suit against the company in the Republic of the Marshall Islands, a judgment that was subsequently affirmed by the Supreme Court of the Marshall Islands.
  • Our lawyers secured a notable victory for home health care service provider Almost Family when the Western District of Kentucky dismissed a class action lawsuit alleging a scheme to defraud Medicare, finding that the plaintiffs had failed to sufficiently plead material misrepresentation or loss causation. We continue to represent Almost Family in the related SEC investigation and a derivative action in state court.
  • We achieved a major success for Berkshire Hills Bancorp in Connecticut Superior Court when, after a one-day trial, a judge denied a motion for preliminary injunction to enjoin our client’s acquisition of The Connecticut Bank and Trust Company, and dismissed all of the plaintiffs’ claims against Berkshire.
  • We successfully defended Central Bancorp and its directors in a putative stockholder class action lawsuit seeking to enjoin a proposed merger with Independent Bank Corp.
  • We helped Sonus Networks complete its successful acquisition of Network Equipment Technologies, thwarting a challenge to the merger and enabling the deal to close with minor additional disclosure and settlement.