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 providing "superior levels of service response time, business acumen, securities law expertise, and strength and depth of team" (Legal 500 US 2013), and cited as "a preeminent team in the regulatory sphere complemented by a solid litigation group" (Chambers USA 2014), 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 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 providing "superior levels of service response time, business acumen, securities law expertise, and strength and depth of team" (Legal 500 US 2013), and cited as "a preeminent team in the regulatory sphere complemented by a solid litigation group" (Chambers USA 2014), 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

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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February 27, 2015

SEC Probes Corporate Interactions with Whistleblowers

According to a February 25, 2015 Wall Street Journal report, in recent weeks the SEC has sent requests to a number of companies seeking years of nondisclosure agreements, employment contracts and other documents as part of an agency probe into the potential silencing of corporate whistleblowers.

February 24, 2015

Top SEC Enforcement Events of 2014

An article by William R. McLucas, Douglas J. Davison and Leila J. Ameli-Grillon, along with Jason S. Flemmons and Martin S. Wilczynski of FTI Consulting, published by Securities Docket on February 19, 2015.

January 27, 2015

A 'Cop on the Beat'?: Why the SEC Should Adopt the Brady Standard

An article by Randall Lee and Tim Perry, published in Bloomberg BNA The United States Law Week Case Alert & Legal News Report, Vol. 83, No. 1097.

January 27, 2015

Global Anti-Bribery Year-in-Review: 2014 Developments and Predictions for 2015

The year 2014 witnessed several notable developments in the enforcement of the Foreign Corrupt Practices Act. In Global Anti-Bribery Year-in-Review: 2014 Developments and Predictions for 2015, WilmerHale attorneys discuss notable trends and developments in 2014, and look ahead to possible trends in 2015.

January 16, 2015

United States Eases Cuban Embargo

January 5, 2015

FinCEN Assesses $1 Million Civil Penalty Against Former Chief Compliance Officer and Partners with SDNY to Initiate Injunctive Action

Last month, the Financial Crimes Enforcement Network (FinCEN) and the US Attorney’s Office for the Southern District of New York combined to take action in United States Department of the Treasury v. Thomas E. Haider against a former Chief Compliance Officer for MoneyGram International Inc. for his alleged failure to implement and maintain a compliance program designed to protect against money laundering and to report suspicious activity.

January 5, 2015

WilmerHale Announces the Elevation of Partners and Special Counsel

We are pleased to announce the elevation of our new partners and special counsel.

December 23, 2014

Recent Insider Trading Decision

On December 10, the US Court of Appeals for the Second Circuit issued an opinion in United States v. Newman that could be the most consequential insider trading decision in a generation, but for reasons that virtually no one anticipated.

December 23, 2014

New US and EU Russia Sanctions Legislation and Embargo Against Crimea

On December 18, US President Barack Obama signed into law the Ukraine Freedom Support Act (UFSA),1 which either imposes, or gives the President the authority to impose, a range of additional sanctions targeting the energy and defense sectors of the Russian Federation.

December 22, 2014

Keeping Current with Form 8-K: A Practical Guide 2014

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 US operating company that has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 and that is not a shell company, a smaller reporting company, a foreign private issuer, an asset-backed issuer or an investment company.

Recognition

  • Chambers USA: America's Leading Lawyers in Business consistently ranks WilmerHale highly among firms nationwide for securities regulation and enforcement work. The 2014 guide cites us as "a formidable securities offering with a preeminent team in the regulatory sphere complemented by a solid litigation group." Individually, Bill McLucas is recognized as a "preeminent" star individual, cited by clients as "extremely fair-minded, thorough and extraordinarily effective" and lauded by the guide for his "stellar reputation for securities enforcement matters." In addition, clients say Harry Weiss is "one of the top attorneys in this space in the country," and Meredith Cross is commended as "a key counselor in the regulatory sphere."
  • Chambers USA: America's Leading Lawyers in Business also highly ranks several of our securities litigation attorneys in the 2014 guide, calling out in Massachusetts: Andrea Robinson as an "acclaimed securities litigator," Jeffrey Rudman for his "impeccable experience and credentials," John Batter as "adept at handling SEC investigation matters," and Bill Paine for his "securities, investigations and civil enforcement actions expertise"; in New York: Fraser Hunter as "exceptionally good, has very good judgment and a calming influence," and Lori Martin as "very diligent and thorough"; and nationally, Doug Davison for his ability to "dig into the details" and again, Jeff Rudman as "thorough, controlled and effective."
  • Chambers USA: America's Leading Lawyers in Business consistently ranks WilmerHale among the top firms in the nation for its broker dealer compliance and regulation practice. "They are the smartest, best people out there on financial services regulation matters, particularly broker-dealer stuff," say clients in the 2014 guide. Individually, Yoon-Young Lee is recognized as "terrific" and lauded for how "sophisticated clients rely on her," Bruce Newman is praised as "uniquely strong in the fixed-income markets," Andre Owens is commended for his "wide and broad experience," and clients note that "his years at the SEC served him really well in that regard," and Stephanie Nicolas is singled out for her "tremendous client service skills and deep understanding of regulatory issues confronting broker-dealer clients."
  • 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.
  • In the 2014 "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.
  • 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."
  • 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