Overview

Samuel J. Winer, partner and litigation lawyer with Foley & Lardner LLP, represents audit firms, their partners, public companies, their officers and directors, and law firms and their partners in SEC investigations. He has represented a number of these clients in related SEC or private litigation. In addition, he represents auditors in investigations conducted by the PCAOB. Mr. Winer has assisted various special committees and audit committees of boards of public companies in investigations of financial reporting and related conduct. He also counsels securities broker-dealers and other clients on compliance with the federal and state securities laws and rules of the various self-regulatory organizations (SROs) and represents those clients in SEC enforcement proceedings and SRO disciplinary and other proceedings, litigation and grand jury investigations. Mr. Winer is a member of the firm’s Securities Litigation, Enforcement & Regulation and Transactional & Securities Practices. He previously served on the firm’s Management Committee.

Mr. Winer has represented various securities broker-dealers in SEC and SRO investigations of sales practices, municipal securities business, equity, fixed income and financial futures trading, and back office compliance and related supervision. He has represented various broker-dealers in significant investigations of the NASDAQ market, municipal securities offerings, sales of derivatives, and financial reporting and net capital compliance.

Recognition

Mr. Winer has been Peer Review Rated as AV® Preeminent™, the highest performance rating in Martindale-Hubbell's peer review rating system and has also been named a "Leading Lawyer" in Securities and Corporate Governance by the Legal Times. He was recently named to the BTI Client Service All-Star Team, who Corporate Counsel identified as providing outstanding client service. Mr. Winer has also been selected by his peers to be included in The Best Lawyers in America© since 2006 and was named the Washington, D.C. Securities/Capital Markets Law Lawyer of the Year by Best Lawyers® in 2015 and the Washington, D.C. Litigation – Securities Lawyer of the Year in 2017. He was rated to be one of the top securities regulation attorneys in the nation by Chambers USA for 2009 - 2017, and one of the top regionally in the District of Columbia for 2007, 2008 and 2009. Mr. Winer was selected for inclusion in the Washington, D.C. Super Lawyers® lists from 2008 – 2017.

Admissions and Professional Memberships

Mr. Winer is a member of both the CCH Securities Regulation Advisory Board and Executive Council of the Federal Bar Association Securities Law Section. Mr. Winer’s professional affiliations include membership in the American Bar Association (Broker-Dealer Subcommittee of the Securities Litigation Committee, Market Regulation Subcommittee of the Committee on Federal Regulation of Securities) and the Securities Industries and Financial Markets Association (Legal and Compliance Section). He is admitted to practice in the District of Columbia.

Education

Mr. Winer graduated from Wesleyan University (B.S., economics, with honors, 1971) and Boston University School of Law (J.D., 1974), where he was an editor of the Law Review. Mr. Winer was a law clerk to Chief Justice Thomas H. Roberts of the Supreme Court of Rhode Island from 1974 to 1975.

Publications and Presentations

A former staff attorney and special counsel with the Securities and Exchange Commission's Division of Enforcement, Mr. Winer is a frequent speaker and has authored various publications on the defense of SEC investigations and topical issues under the federal securities laws, including:

  • Co-author: "Preparing to Meet with the Government Following a Whistleblower’s Report," BNA Insights, Vol. 43, No. 35, p. 1790, August 2011 
  • Co-author: "A New Burr Under the SEC’s Saddle: Changing Standards for SEC Enforcement Remedies," BNA Insights, Vol. 21, No. 7, July 2007
  • Co-author: "Treatise: Securities Enforcement: Counsel and Defense," Lexis-Nexis, September 2005 
  • Co-author: "Research Analyst Conflicts of Interest: Implementing the Rules," Journal of Investment Compliance, Vol. 4, No. 4, p. 82 (Spring 2004) 
  • Co-author: "SEC Enforcement Investigation: What You Need to Know," ACC Docket, Vol. 21, No. 10, November/December 2003 
  • Author: "Should I Stay or Should I Go? Deciding Whether to Serve on the Board of a Public Company," D&O Advisor, Fall 2003 
  • Co-author: "Preliminary Steps to Establishing Research Analyst Independence," Journal of Investment Compliance, Vol. 4, No. 1, p. 13 (Summer 2003) 
  • Co-author: "What Directors Should Know about SEC Enforcement Investigations," The Corporate Governance Advisor, Vol. 10, No. 1, January/February 2002 
  • Co-author: "Questions You Are Likely to Be Asked When Your Corporation Becomes the Subject of an SEC Enforcement Inquiry," BNA Corporate Practice Series 2001 
  • Co-author: "Effective Representation in the SEC Wells Process," The Review of Securities & Commodities Regulation Vol. 34, No. 6 (Standard & Poor's, March 28, 2001 
  • Co-author: "Responding to an Inquiry from the SEC Division of Enforcement," BNA Corporate Practice Series 1998 
  • Co-author: "Defending the Insider Trading Probe," The Practical Lawyer, Sept. 1995 
  • Author: "Reducing the Liability Exposure of Derivatives Dealers," The Review of Securities and Commodities Regulation, Vol. 27, No. 22 (Standard & Poor’s Dec. 21, 1994) 
  • Co-author: "Ex Parte Contacts with Officers and Employees in SEC Investigations," 8 Insights: The Corporate and Securities Law Advisor 13 (Prentice Hall Law and Business, November 1994) 
  • Co-author: "When the SEC Comes Calling: A Step-by-Step Guide by Former Enforcers," 3 Business Law Today 13 (ABA July/August 1994), reprinted in Bowne Digest, Vol. 8, No. 10, p.5 (October 1994) 
  • Co-author: "Prompt Action Taken in Response to SEC Investigation May Ease Impact of Potentially Long, Burdensome Process," 9 BNA’s Corporate Counsel Weekly 8 (February 2, 1994) 
  • Co-author: "Anticipating and Responding to an Inquiry by the SEC Enforcement Division’s Working Group on Insurance Companies," 14 Insurance Litigation Reporter 581 (Shephard’s, December 1992)