Litigation and Enforcement SECURITIES

For decades, sophisticated market participants, corporate clients and individuals have placed their trust in WilmerHale's experienced lawyers to navigate the complex universe of securities laws and rules of corporate governance actively enforced and litigated by government agencies, regulatory bodies and private litigants.

  • Enforcement
  • Financial Services Litigation
  • Class Actions and Corporate Litigation
  • Industry Experience

For more about our litigation services, please also see our Litigation Department pages.

Weiss, Harry J.

Harry J. Weiss

Chair, Securities Litigation and Enforcement Practice Group

+1 202 663 6993 (t)

harry.weiss@wilmerhale.com

Batter III, John F.

John F. Batter, III

Partner

+1 617 526 6754 (t)

john.batter@wilmerhale.com

Berman, Bruce M.

Bruce M. Berman

Partner

+1 202 663 6173 (t)

bruce.berman@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

eckert_paul.jpg

Paul R. Eckert

Partner

+1 202 663 6537 (t)

paul.eckert@wilmerhale.com

Finizio, Steven P.

Steven P. Finizio

Partner

+44 (0)20 7872 1073 (t)

steven.finizio@wilmerhale.com

Enforcement

The Legal 500 United States 2011 recognized WilmerHale for a “superb reputation for securities litigation” and for being “particularly well regarded for the regulatory and enforcement side” of our Securities practice. Chambers Global: The World's Leading Lawyers for Business recognized the firm as a leader in Corporate Crime & Investigations in the United States in their 2015 edition. We have also been “described as one of the leading enforcement practices in the USA” (Chambers USA 2010)," and selected as “Law Firm of the Year” in securities litigation (2011-2012) and in 2015 ranked in the first tier nationally and in Boston and New York by U.S. News/Best Lawyers Best Law Firms rankings. WilmerHale represents a broad array of clients, including issuers, private companies, accounting firms, financial services companies, hedge funds, broker-dealers, and other market participants, together with their managers, officers and directors. WilmerHale has counseled and advocated for these clients in the full range of proceedings initiated by the Securities and Exchange Commission (SEC), the Department of Justice, the Financial Industry Regulatory Authority (FINRA), the Financial Conduct Authority of the UK, Congress, state securities regulators and attorneys general, state insurance regulators and other governmental agencies. These proceedings can vary from informal inquiries and formal investigations to administrative and judicial enforcement proceedings. With perhaps the most robust enforcement practice in the nation, WilmerHale is also known as "always available, thoughtful, balanced and does a fantastic job at creating the client's strategy, by integrating good output and insights” (Legal 500 United States 2010) on behalf of clients and their boards, audit committees and special committees, as well as for advising those boards and committees when investigations reveal issues requiring the guidance of experienced counsel.

WilmerHale's enforcement practice has earned its reputation in numerous leading edge, and often enterprise-critical, enforcement proceedings. In these matters, our clients have drawn on the valuable insight of our highly experienced attorneys, many of whom have held senior positions at the SEC—such as a Director and a Chief Litigation Counsel of the Division of Enforcement, a Director of the Division of Corporation Finance, a General Counsel, a Deputy General Counsel and a Regional Director of the Pacific Regional Office of the SEC—or senior positions in law enforcement, including as Deputy Attorney General, Solicitor General, General Counsel of the Federal Bureau of Investigation and within state attorney generals' offices. 

In recent matters, we have

  • Favorably resolved enforcement actions alleging accounting fraud, market manipulation, insider trading and violations of Regulation FD
  • Conducted some of the most complicated internal investigations, including those on behalf of directors of Enron, Qwest and WorldCom, and an investigation of a European-based multinational company spanning 11 countries on three continents
  • Defended groundbreaking regulatory actions involving auction rate securities, initial public offering (IPO) allocation practices, research analyst independence, mutual fund market timing, revenue sharing and broker-dealer markups
  • Represented controlling stockholders of an investment advisor to a money market fund that "broke the buck"
  • Represented an international bank's senior executives in governmental investigations of possible OFAC control violations
  • Represented an investment adviser and broker-dealer in connection with state and federal regulatory investigations relating to the collapse of certain structured credit hedge funds
  • Represented a major accounting firm in a range of regulatory and law enforcement matters involving audit clients

Financial Services Litigation

We frequently litigate class actions and other disputes involving mutual fund trading and marketing practices; conduct of investment bankers, investment advisers, prime brokers and research analysts; and sales practices of insurers, broker-dealers, and other financial services providers and market participants. Recently, we have

  • Represented major mutual fund advisers in the consolidated multidistrict litigation of more than 100 market timing class actions, in which we served on the Defendants' Steering Committee
  • Successfully defended numerous financial services companies for more than a decade in actions challenging the marketing and performance of traditional and variable life annuity products
  • Served in a leadership role in the defense of 300-plus coordinated securities class actions challenging IPO allocation practices, and separately obtained dismissal of similar class actions under the antitrust laws
  • Represented two major financial institutions in connection with state and federal litigation alleging misconduct by prime brokers in connection with short selling practices
  • Obtained reversal by the US Court of Appeals for the Second Circuit of a $164.5 million verdict against an investment bank for losses sustained in a nondiscretionary trading account
  • Represented senior bank lenders to Refco in winning dismissal of class action claims by bond holders as well as related representation of the underwriting syndicate in securities class action litigation arising from the collapse of Refco

Class Actions and Corporate Litigation

Our securities litigators are among the most respected in the country. Over the past decade, we have defended clients in hundreds of class, derivative and individual actions alleging securities fraud, breach of fiduciary duty and other corporate misconduct, often concurrently with parallel enforcement matters to achieve global resolutions. In the 2011-2012 Best Law Firms rankings, published annually by U.S. News Media Group and Best Lawyers, WilmerHale was selected as "Law Firm of the Year” in securities litigation and ranked in the first tier nationally, as well as in Boston and New York.

We are recognized nationally for our defense of major class actions under the Securities Act, Securities Exchange Act, Investment Company Act and Private Securities Litigation Reform Act. We have won cases for clients in a wide array of industries, including technology, telecommunications, financial services, life sciences, pharmaceuticals, utilities, investment management and life insurance. We regularly defend against challenges to our clients' business judgment in derivative actions, corporate control contests, proxy fights and other corporate governance disputes. Our deep litigation experience includes takeover, going private, M&A, LBO, minority shareholder and corporate reorganization disputes, as well as matters involving partnerships, LLCs and REITs.

With a successful track record in virtually every state, every federal circuit and the US Supreme Court, our litigators have

  • Litigated to dismissal numerous class actions alleging accounting fraud, channel stuffing, insider trading and other claims involving prospectus and market disclosure, and settled many others on terms favorable to our clients
  • Successfully rebutted in evidentiary hearings in the trial court and in the US Court of Appeals for the First Circuit the presumption of an efficient market for the common stock of major medical device seller
  • Defeated class certification in several matters based on the inadequacy of the proposed class representatives or class counsel
  • Successfully defended an investment company in fiduciary duty action involving minority shareholder rights in close corporation through trial, appeal to US First Circuit Court of Appeals and certiorari to the US Supreme Court
  • Represented a large national REIT before the Delaware Chancery Court in challenge to going-private transaction alleging breach of Revlon and entire fairness duties
  • Obtained a decision of first impression that Massachusetts' statutory business judgment standard, rather than Delaware's Unocal standard, governs the response of a Massachusetts company's board of directors to a perceived threat to the company's independence
  • Successfully defended a major pharmaceutical company against effort to enjoin $8 billion merger transaction, persuading the court to reject challenges to alleged inadequacy and unfairness of disclosures and consideration
  • Successfully represented a company through the appeal in the Delaware Supreme Court in refusing to advance legal fees for an action brought by a former officer against the company
  • Obtained dismissal of a constitutional challenge to a life insurer reorganization that was affirmed by the US Court of Appeals for the Second Circuit

Industry Experience

  • Consumer Products
  • Energy/Clean Technology
  • Financial Services
  • High Technology
  • Information Systems
  • Insurance
  • Life Sciences
  • Manufacturing
  • Media and Entertainment
  • Pharmaceutical and Health Care
  • Professional Services
  • Real Estate
  • Retail
  • Securities
  • Subprime Market
  • Telecommunications
  • Underwriting
  • Venture Capital

Publications & News

View

May 16, 2018

Banking Regulators' Examination Authority Does Not Override Attorney-Client Privilege

Notwithstanding the venerable status of the attorney-client privilege and the important purposes it serves, the federal banking regulators and the Consumer Financial Protection Bureau have taken the position that they have the legal authority to override the privilege and compel supervised institutions to produce information protected by the privilege.

May 3, 2018

WilmerHale Lawyers and Practices Recognized in 2018 Edition of Chambers USA

Chambers and Partners announced its rankings for the 2018 edition of Chambers USA: America's Leading Lawyers for Business, with WilmerHale listed among the nation's best in 50 practice area categories. Chambers also ranked 95 WilmerHale lawyers as leaders in their respective fields.

May 1, 2018

Contemplating an ICO? It’s All Fun and Excitement Until the SEC Comes to Call

In the case of initial coin offerings (ICOs), the law is laid down by the US Securities and Exchange Commission. Over the past few months, this agency has been ramping up its warnings about ICOs that fail to comply with US securities laws. Read this article published by Bloomberg Law's Securities Regulation & Law Report, written by Jennifer Zepralka and Glenn Luinenburg.

April 27, 2018

SEC Targets Inadequate Cyberbreach Disclosure in Yahoo Settlement

On April 24, 2018, the Securities and Exchange Commission announced a settled enforcement proceeding against Altaba Inc. (formerly known as Yahoo! Inc.) arising out of data breaches suffered by Yahoo in 2014, 2015 and 2016. 

April 25, 2018

Judging the Financial Conduct Authority 5 Years On

In this Law360 article, David Rundle analyzes the Financial Conduct Authority's performance since its creation five years ago, and identifies some principal challenges it may face over the next five years.

April 2, 2018

FINRA Requests Comment on Proposed New Outside Business Activities Rule

FINRA is seeking comment on a proposed new rule, FINRA Rule 3290 (the “Proposed Rule”), which governs the outside business activities and private securities transactions of registered persons. The Proposed Rule would replace both current FINRA Rule 3270 (Outside Business Activities of Registered Persons) and current FINRA Rule 3280 (Private Securities Transactions of Associated Persons), and is intended to reduce unnecessary burdens and focus compliance resources on activities most likely to pose a risk to investors.

March 8, 2018

The #MeToo Movement: The Critical Role of the Board in Preparing for, Responding to and Avoiding Sexual Misconduct Allegations

As the #MeToo movement gains momentum, companies in nearly every major industry are dealing with allegations of gender discrimination, sexual harassment or even sexual assault—including allegations of widespread misconduct and inappropriate behavior within the upper echelons of the corporate structure.

February 23, 2018

Supreme Court Articulates Dodd-Frank Whistleblower Definition in Digital Realty Trust, Inc. v. Somers

On February 21, 2018, the Supreme Court held in Digital Realty Trust, Inc. v. Somers that the anti-retaliation whistleblower protections under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) apply only to those who have reported allegations to the Securities and Exchange Commission (“SEC”) as of the time of the allegedly retaliatory conduct.

February 20, 2018

OCIE Examination Priorities 2018

This Client Alert examines the recently released 2018 examination priorities issued by the SEC's Office of Compliance Inspections and Examinations.

February 15, 2018

New DOJ FCPA Enforcement Policy Raises Difficult Questions For Companies Considering Voluntary Disclosures

This New York Law Journal article by Jay Holtmeier, Erin Sloane and Jeff Habenicht highlights a few of the uncertainties and potential pitfalls that may await a company deciding whether to take the significant step of voluntarily disclosing criminal conduct to prosecutors.