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), and cited as "a preeminent team in the regulatory sphere complemented by a solid litigation group" (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 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), and cited as "a preeminent team in the regulatory sphere complemented by a solid litigation group" (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

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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January 5, 2017

Recent Legal Developments Require Immediate Changes to Employee Agreements

Significant legal developments likely necessitate changes to your company's form of confidentiality agreement and severance agreement. We have summarized the key developments of which you should be aware, as well as the types of changes that you should consider implementing in your form agreements to ensure compliance with such developments.

January 4, 2017

Trump, Congress Should Break Up SEC's In-House Courts

In an op-ed piece in The Hill, Partner Matthew T. Martens calls on the incoming Trump Administration and Congress to rein in the use of in-house courts by the Securities and Exchange Commission.

January 3, 2017

SEC Settles Two More Whistleblower Protection Cases

Continuing its efforts to bring enforcement actions for violations of whistleblower protections, the Securities and Exchange Commission recently settled two more cases. Both cases involved severance agreements that contained provisions that, the SEC asserted, expressly prohibited former employees from communicating with the government about possible violations of law. This WilmerHale Client Alert was republished by Law360.

December 20, 2016

Whistleblowers to Remain Prominent Fixtures in Securities Regulation

In this article published by The Hill, Bill McLucas discusses the emergence of whistleblowers and advises public companies to not ignore employees who speak up about corporate misdeeds.

December 7, 2016

Opinion: It's Time for a Bright-Line Test for the 'No Contact Rule'

In this piece published by The Recorder, Timothy Perry and Sarah Zarrabi highlight the necessity for the US Court of Appeals for the Ninth Circuit to create a bright-line test for prosecutors' use of the “no contact rule.” The Ninth Circuit's 2000 ruling in United States v. Talao has caused confusion on when and how prosecutors can avail themselves of the “authorized by law” exception.

December 2, 2016

Change and Continuity in Securities Regulation

Given the fluidity of the regulatory environment, making accurate predictions regarding what to expect from the SEC under a new Administration and a new Chair is difficult. Nevertheless, in this Client Alert we explore possible key areas of securities regulation that may be affected under the new Administration. This Client Alert was republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation.

December 2, 2016

Thomas White Appointed to Financial Accounting Standards Advisory Council

The FASAC is responsible for advising the Financial Accounting Standards Board (FASB) on strategic issues, project priorities, and other matters that affect accounting standard setting.

November 29, 2016

FERC Enforcement Office Remains Focused on Market Manipulation and Compliance Programs

This month, the Office of Enforcement of the Federal Energy Regulatory Commission released its tenth Annual Report on Enforcement. The report provides FY2016 statistics on the investigative and enforcement activities conducted by OE's four divisions—Investigations, Audits and Accounting, Energy Market Oversight, and Analytics and Surveillance.

November 29, 2016

SEC Approves Bond Mark-Up Disclosure Rules

On November 17, 2016, the Securities and Exchange Commission (SEC or Commission) approved new rules requiring dealers to disclose on retail customer confirmations their mark-ups and mark-downs on most municipal and corporate bond transactions, calculated from the bond's prevailing market price. This WilmerHale Client Alert was republished in Bloomberg Law's Securities Regulation & Law Report.

November 22, 2016

United States: Handling Internal Investigations

Stephen Jonas and Daniel Schubert published this chapter for The Investigations Review of the Americas 2017 in partnership with Global Investigations Review, which provides a brief primer on how to conduct an effective internal investigation in the United States.

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 McLucas, Christopher Davies, Matthew Martens, Michael Bongiorno, Fraser Hunter, Lori Martin, Andrea Robinson and Timothy Perla.
  • 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. 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