Securities

WilmerHale's Securities Department 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 providing "superior levels of service response time, business acumen, securities law expertise, and strength and depth of team" (Legal 500 US), and cited as "a standout performer in the regulatory sphere with impressive depths of quality on both the advisory and enforcement sides" (Chambers USA), 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 Chief Litigation Counsel for the Division of Enforcement of the SEC, a former Director of the Division of Corporation Finance of the SEC, a former Regional Director of the Pacific Regional Office of the SEC, a former SEC General Counsel and SEC Deputy General Counsel and a former Chief Counsel of the Division of Economic Analysis, now the Division of Market Oversight, and a former General Counsel at the Commodity Futures Trading Commission.

WilmerHale's Securities Department 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 providing "superior levels of service response time, business acumen, securities law expertise, and strength and depth of team" (Legal 500 US), and cited as "a standout performer in the regulatory sphere with impressive depths of quality on both the advisory and enforcement sides" (Chambers USA), 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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Contacts

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McLucas, William R.

William R. McLucas

Chair, Securities Department

+1 202 663 6622 (t)

william.mclucas@wilmerhale.com

Davies, Christopher

Christopher Davies

Vice Chair, Securities Department

+1 202 663 6187 (t)

christopher.davies@wilmerhale.com

Hunter Jr., Fraser L.

Fraser L. Hunter, Jr.

Vice Chair, Securities Department

+1 212 230 8882 (t)

fraser.hunter@wilmerhale.com

Robinson, Andrea J.

Andrea J. Robinson

Vice Chair, Securities Department

+1 617 526 6360 (t)

andrea.robinson@wilmerhale.com

Architzel, Paul M.

Paul M. Architzel

Partner

+1 202 663 6240 (t)

paul.architzel@wilmerhale.com

Batter III, John F.

John F. Batter, III

Partner

+1 617 526 6754 (t)

john.batter@wilmerhale.com

Berkovitz, Dan

Dan M. Berkovitz

Partner

+1 202 663 6352 (t)

dan.berkovitz@wilmerhale.com

Berman, Bruce M.

Bruce M. Berman

Partner

+1 202 663 6173 (t)

bruce.berman@wilmerhale.com

Boot, Jeannette K.

Jeannette K. Boot

Partner

+1 212 295 6507 (t)

jeannette.boot@wilmerhale.com

Brown, Lillian

Lillian Brown

Partner

+1 202 663 6743 (t)

lillian.brown@wilmerhale.com

Butts, John J.

John J. Butts

Partner

+1 617 526 6515 (t)

john.butts@wilmerhale.com

Cahn_Mark

Mark D. Cahn

Partner

+1 202 663 6349 (t)

mark.cahn@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 Conduct 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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August 17, 2016

SEC Settlements Put Severance Agreements Under Increased Scrutiny

The US Securities and Exchange Commission (SEC) recently announced settlements with two companies for using severance agreements that allegedly violated Rule 21F-17.

August 15, 2016

WilmerHale Lawyers Named Among the 2017 Best Lawyers in America®, Six Recognized as Lawyers of the Year

Best Lawyers in America®—a respected peer-review publication in the legal industry—recognizes 101 WilmerHale lawyers and names six partners as Lawyers of the Year in its 23rd edition.

August 10, 2016

Civil Penalties Set to Increase Significantly, Many Present Retroactivity Concerns

Over the past several months, many federal agencies have adopted rules significantly increasing the maximum civil monetary penalties (CMPs) they can potentially impose. The increased penalty amounts were adopted in response to recent legislation from Congress requiring that federal agencies make adjustments to “catch up” with inflation.

August 8, 2016

BNA Insights: Statute of Limitations for Disgorgement Claims in SEC and CFPB Enforcement Actions

This article by Matthew Martens, Benjamin Neaderland and Jared Cohen, published by Bloomberg BNA's Securities Law Daily, discusses why a landmark decision by the US Court of Appeals for the Eleventh Circuit could significantly decrease the financial exposure faced by targets of SEC enforcement actions.

July 25, 2016

The Scope of SEC Defendants' Jury Trial Right: Part 4

In the final of a series of four articles published by Law360 examining the scope of the Seventh Amendment jury trial right for civil defendants in US SEC enforcement actions, Matthew Martens, Jaclyn Moyer and Derek Woodman address address why, even with regard to otherwise negligence-based securities law violations, the SEC must prove scienter to the jury in order to obtain a second- or third-tier penalty. 

July 19, 2016

The Scope of SEC Defendants' Jury Trial Right: Part 3

In the third of a series of four articles published by Law360 examining the scope of the Seventh Amendment jury trial right for civil defendants in US SEC enforcement actions, Matthew Martens, Jaclyn Moyer and Derek Woodman address the issues of reliance and loss (or gain) causation in SEC enforcement actions and the jury's role in assessing such.

July 15, 2016

Life and Annuity Series: Class Certified in an ERISA “Unreasonable Compensation” Case

The Colorado federal court concluded last summer, in Teets v. Great-West Life & Ann. Ins. Co., that an insurer could be subject to ERISA liability for receiving unreasonable compensation in connection with a stable value fund, and that the fund was not exempt from ERISA as a “guaranteed benefit policy.”

July 13, 2016

Civil Fines Jump Across Agencies Under Inflation Adjustment Act

Civil fines across federal agencies have recently been increased dramatically under the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015 (2015 Act) (Sec. 701 of Public Law 114-74), with some more than doubling. Companies violating the Hart-Scott-Rodino (HSR) Improvements Act, the Securities and Exchange Act, or the Occupational Safety and Health Act (OSHA), among others, could soon face civil monetary penalties that are up to 150% higher than the existing levels. According to the Congressional Budget Office, the 2015 Act would increase the federal government's revenue by $1.3 billion over the next ten years.

July 12, 2016

WilmerHale Attorneys Fend Off SEC Claims in Fraud Trial

The Recorder discusses the first SEC defeat in 2016, detailing the case led by Heather Tewksbury and Randall Lee.

July 11, 2016

The Scope of SEC Defendants' Jury Trial Right: Part 2

In the second of a series of four articles published by Law360 examining the scope of the Seventh Amendment jury trial right for civil defendants in US SEC enforcement actions, Matthew Martens, Jaclyn Moyer and Derek Woodman consider how this Seventh Amendment right applies to the determination of the number of violations a defendant committed and thus the number of violations for which the defendant may be liable. 

Recognition

  • Chambers USA: America's Leading Lawyers for Business consistently ranks WilmerHale highly among firms nationwide for securities regulation and enforcement, securities litigation, and broker-dealer compliance and regulation.
    • Securities regulation and enforcement. The 2016 guide cites the firm as "very strong in regulatory enforcement” and “really top-notch.” Individually, Bill McLucas is recognized as a star individual and a “leading attorney for the most complex and high-stakes SEC investigations and enforcement actions, regularly acting on behalf of the cream of the financial services, accounting and corporate worlds;” Harry Weiss is noted as "a go-to attorney when you need someone with gravitas with the SEC" and "an excellent lawyer with a fantastically light touch;" Meredith Cross is commended for her experience in the securities compliance and corporate governance space and “very good about being thoughtful about the various issues public companies are facing;” and Doug Davison's clients appreciate his "expert guidance and measured approach to handling securities enforcement matters as well as a range of regulatory compliance issues.
    • Securities litigation. In the 2016 guide, clients say: “They're fantastic – a great, very positive experience. They're incredibly through and professional.” Several attorneys are recognized individually, calling out in Massachusetts: Andrea Robinson for her “smart practical approach and sound business judgment” and Bill Paine as “an excellent public companies and securities lawyer;” in New York: Fraser Hunter for his “experience and wisdom” and Lori Martin as having a “penetrating intellect and no-nonsense approach;” and nationally, Christopher Davies is noted as “a fantastic litigator: really, really experienced, thoughtful, and a quick study."
    • Broker dealer compliance and regulation. The 2016 edition notes our “exceptionally strong broker-dealer practice,” with sources calling our attorneys “responsive, detailed and careful” and “by far the most knowledgeable when it comes to the regulatory requirements for regulated firms.” Individually, Yoon-Young Lee is recognized for having “developed a great reputation” for her work advising broker-dealers in connection with regulatory compliance and enforcement matters, Bruce Newman is praised as “very pragmatic and practical with excellent judgment,” Andre Owens is commended for his “broad base of clients and market knowledge" and “very thoughtful and accurate work,” and Stephanie Nicolas is singled out for her "tremendous client service skills and deep understanding of regulatory issues confronting broker-dealer clients."
  • The 2015 edition of The Legal 500 United States recognized our group in the alternative/hedge funds, mutual/funds and securities: shareholder litigation categories. The guide states that our practices is "one of the best" with lawyers that are "extremely knowledgeable and responsive, providing advice that is spot on and obtaining truly remarkable results.” Individually, the guide recommends Bill McLucasChristopher DaviesMatthew MartensMichael BongiornoFraser HunterLori MartinAndrea Robinson and Timothy Perla.
  • In the 2015 "Best Law Firm" rankings by U.S. News and Best Lawyers, several of WilmerHale's securities practices are ranked in the first tier nationally, as well as in Boston, New York and Washington DC. These practices include derivatives and futures law, mutual funds law, private funds/hedge funds law, securities/capital markets law, securities litigation and securities regulation. In 2011, WilmerHale was named "Law Firm of the Year" in securities litigation.
  • In the 2014 and 2015 "Best Law Firm" rankings by U.S. News and Best Lawyers, several of WilmerHale's securities practices are ranked in the first tier nationally, as well as in Boston, New York and Washington DC. Practices ranked include derivatives and futures law, mutual funds law, private funds/hedge funds law, securities/capital markets law, securities litigation and securities regulation. 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 2015 edition of Best Lawyers in America. William McLucas was named a 2009 Washington DC Securities Law "Lawyer of the Year."
  • The 2013 edition of The Legal 500 United States recognized our group in the alternative/hedge funds, mutual/funds and securities: shareholder litigation categories. The guide cites WilmerHale's "superior levels of service response time, business acumen, securities law expertise, and strength and depth of team,” and acknowledges the firm's “broad clientele,” individually recommending Bill McLucas, John Valentine and Andy Weissman.
  • Our group was recognized with the Corporate INTL Magazine  Global Award as Securities Litigation Law Firm of the Year in California in 2013.  
  •  Daily Journal named Michael Mugmon to its prestigious "Top 20 Under 40" list, featuring California lawyers under the age of 40, selected for his service to clients and impact on the legal industry.
  • 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.
  • 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.

Volcker Rule Resources

On December 10, 2013, the Federal Banking Agencies, together with the SEC and CFTC, adopted a Final Rule to implement Section 13 of the Bank Holding Company Act (the Volcker Rule), which was added by Section 619 of the Dodd-Frank Act.

Our Securities and Financial Institutions teams have compiled for you these relevant resources to help reinforce your understanding of the Volcker Rule.

WilmerHale Publications and Presentations

Statutory and Rule Text

Agency Statements

Federal Reserve Statements on the Volcker Rule, December 10, 2013

FDIC Statements on the Volcker Rule, December 10, 2013

OCC Statement on the Volcker Rule, December 10, 2013

SEC Statements on the Volcker Rule, December 10, 2103

CFTC Statements on the Volcker Rule, December 10, 2103