The Securities Regulation & Enforcement Practice at Locke Lord brings together professionals with experience at the highest levels of the federal government, offering clients unique insights into the financial regulators and allowing us to address regulatory and enforcement issues efficiently and effectively.
We regularly represent public companies, broker-dealers, investment advisers, hedge funds, investment companies, boards of directors, and individual officers and directors in matters before the SEC, Department of Justice (DOJ), Commodity Futures Trading Commission (CFTC), Financial Industry Regulatory Authority (FINRA), and other regulators. We have deep substantive experience in issues affecting broker-dealers, investment advisers, and other financial professionals. We have guided clients in dealing with complex regulatory issues and in high profile enforcement proceedings. In each of these matters, we are able to offer clients access to decision makers at the highest levels of the regulatory agencies.
Our team includes two former United States Attorneys, bringing a depth of experience and contacts to draw upon in complex matters and in parallel proceedings with civil and criminal authorities.
When the hammer strikes and an institution or individual is the subject of an enforcement proceeding, experienced counsel is needed to direct and manage the process. We have represented clients in all stages of enforcement proceedings, from administrative investigations through the Wells process and, where necessary, litigation and trial. Our team also includes true, seasoned trial lawyers. We have tried SEC enforcement actions to verdict, sending a clear signal to regulators that we are a credible threat to try a case on behalf of our clients when appropriate.
Broker-Dealers and Investment Advisers
We have a detailed understanding of the regulatory framework affecting broker-dealers and investment advisers. We regularly advise some of the largest financial services companies in the country and serve as national counsel for broker-dealers. We guide clients through SEC examinations and provide assistance on issues such as trading and sales practices, Regulation ATS, net capital, customer protection, and Regulation SHO. We have provided expert testimony in these areas and are routinely engaged to assist clients with the implementation or revision of compliance policies. We understand the business of broker-dealers and help our clients navigate challenging regulatory issues.
We regularly conduct internal investigations on behalf of public companies, special committees, hedge funds, Multilateral Development Banks, and financial services companies. Our deep understanding of the federal securities laws and the regulatory framework affecting registered parties allows us to focus quickly on the heart of the matter at issue. We have conducted non-public investigations and counseled clients on issues such as insider trading, financial statement fraud, accounting fraud, violation of director or trustee fiduciary duties, and other regulatory requirements. We understand the demands upon boards of directors and management teams and seek to find resolutions that protect appropriate business interests. We also counsel clients – with the wisdom of experience– as to any disclosure obligations to the public or to regulators.
Private Equity and Asset Management
The asset management industry has grown dramatically in recent years, with total assets under management (AUM) now exceeding $50 trillion in the United States alone. Under Dodd Frank, many private fund advisers were required to register as investment advisers with the SEC, shining the light of SEC examinations on these entities for the first time (with the SEC pledging to complete “presence exams” of all new registrants). With our deep knowledge of the securities laws and the issues affecting the industry, we are able to guide hedge funds, private equity funds, and asset managers in registration process (or exemptions therefrom), the examination process, in complying with regulatory requirements, and protecting them in the face of a regulatory investigation. We also help clients in structuring and registering new funds, or in obtaining exemptions from registration. We provide regulatory counsel to asset managers in all parts of the industry, review compliance programs and training, and ensure the adequacy of internal systems and controls.
FCPA and Global Anti-Corruption
Our lawyers have significant experience in conducting investigations and advising clients on potential violations of the Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and other anti-corruption laws. We have handled investigations and litigated FCPA actions involving conduct in Europe, Africa, Central and South America, and Asia. In matters that lead to enforcement proceedings with the SEC or DOJ, our experience with the regulators allow us to reach resolutions that are efficient and serve the interests of the company.
Accountant and Auditor Defense
Our lawyers have significant experience in matters related to the professional liability of accountants and auditors. We have advised clients on issues before the Public Company Accounting Oversight Board (PCAOB) and have handled through trial matters related to claims brought by the SEC and in private litigation.
A Locke Lord team advised National Oilwell Varco, Inc. (NOV) in a $500 million public offering of 3.60% senior notes due 2029, together with an amendment to NOV’s credit agreement and a pending redemption of a portion of NOV’s 2.60% senior notes due 2022.