Securities Enforcement & Litigation

When clients need regulatory guidance or face scrutiny from shareholders or government agencies, their stakeholders need to be prepared proactively, with the assistance of advisers deeply immersed in the daily practice of federal and state securities laws.

Foley’s Securities Enforcement & Litigation Practice Group is built around a core of more than 50 seasoned trial lawyers and partners, including many who have had extensive tenures at the Securities & Exchange Commission (SEC), Public Company Accounting Oversight Board (PCAOB), and the Chicago Board of Trade as well as at public accounting firms. The team has a broad spectrum of practitioners who represent public companies and their audit committees across many industries, a majority of the top-10 accounting firms in the United States, multinational financial services firms, broker-dealers, underwriters, futures commission merchants, traders, public companies, investment advisers, broker-dealers, hedge and private equity funds, investment banks, and futures trading firms.

Our regulatory lawyers have represented clients in investigations and inquiries brought across the country, conducted by the SEC, the PCAOB, the Financial Industry Regulatory Authority (FINRA), state attorneys general offices, the Commodity Futures Trading Commission (CFTC), the National Futures Association, the International Stock Exchange, various Self-Regulatory Organizations (SROs), and state boards of accountancy. In litigation matters, Foley’s Securities Enforcement & Litigation trial lawyers have appeared from coast to coast, focusing on securities class actions, fiduciary duty litigation, merger litigation, post-merger earnout disputes, complex accounting fraud and Ponzi-scheme litigation, and books and records actions as well as bankruptcy adversary proceedings and related fiduciary duty litigation. The practice group has core teams in Boston, Chicago, Dallas, Denver, Houston, Los Angeles, New York, Tampa, and Washington, D.C. Partners in both the regulatory and litigation segments of the practice regularly advise audit committees and conduct internal investigations.

Our securities practitioners have teamed with Foley’s preeminent transactional lawyers to author the Practicing Law Institute’s comprehensive guide to audit committees, the Audit Committee Deskbook, addressing such topics as audit committee powers and duties, D&O insurance considerations, handling reports and investigations under Section 10A of the Securities Exchange Act, whistleblowers, and recent issues confronting audit committee oversight in multinational corporations.

SEC Enforcement and Regulatory Consulting

When clients need help navigating SEC Enforcement inquiries, subpoenas, or investigations — whether from the SEC’s Washington, D.C. office or its many regional offices — they turn to Foley’s deep bench of former SEC attorneys and experienced partners across the country.

Our SEC Enforcement leaders include the PCAOB’s original staff attorney, partners with long tenures at the SEC’s Washington, D.C. office as well as multiple regional offices, and partners who have served in the general counsel offices for large accounting firms. Our lawyers regularly interact with the SEC, PCAOB, Department of Justice, CFTC, FDIC, Department of Labor, FINRA, and various state agencies in connection with regulatory inquiries, investigations, and actions. Our treatise, published by LexisNexis Matthew Bender, titled Securities Enforcement: Counseling and Defense, is regularly relied on by practitioners nationally.

PCAOB Enforcement and Auditor Liability

Offering a deep bench of partners formerly with the SEC and PCAOB, Foley regularly represents a majority of the top-10 accounting firms in the United States, inclusive of the Big 4, in both civil litigation and regulatory matters before the SEC, the PCAOB, and various state boards of accountancy. More than 25 of our lawyers are Certified Public Accountants.

The practice group edits and authors the nationally recognized Accountants’ Liability treatise (Third Edition), published by PLI, which offers insights on how to approach a regulatory investigation and the applicable laws, rules, and professional standards promulgated by organizations such as the Financial Accounting Standards Board (FASB), American Institute of Certified Public Accountants (AICPA), National Association of State Boards of Accountancy (NASBA), and other organizations that govern the profession.

Issuer Liability and Audit Committee Representations

Foley’s issuer liability practice includes partners with more than 30 years of experience defensing securities class actions, securities litigation, director & officer fiduciary duty and corporate governance disputes, and corporate litigation involving complex accounting and financial issues. With core practices centered in Boston, Dallas, Denver, Houston, Tampa, and Washington, D.C., Foley has nationwide reach.

Foley also is uniquely suited, because of its extensive experience working with audit firms, to counsel audit committees on how to address the responsibilities of auditors under Section 10A of the Securities Exchange Act of 1934 — over the years, we have led audit committee investigations at numerous publicly-held companies. In fact, no other firm in the country may be so well positioned to handle such investigations, because we have unparalleled insight into what audit committees need to provide to auditors in order to successfully complete the audit.

Foley has authored the Audit Committee Deskbook, published by the Practising Law Institute, which is the authoritative treatise for audit committees, covering basic principles to complex legal issues. The book provides essential insight into audit committees’ essential responsibilities, day-to-day issues and legal considerations, and corporate risk, among numerous other topics.

Financial Fraud and Accounting Disputes

With its deep bench of partners with accounting backgrounds and CPAs, Foley regularly represents public and private clients in matters involving Ponzi schemes and other accounting frauds, as well as earn out disputes and other contractual accounting matters.

Regulated Industries

Beyond its SEC Enforcement practice, Foley partners regularly advise investment advisors, futures commission merchants and securities brokerage firms, institutional investors, professional trading firms, commercial hedgers, domestic and foreign exchanges, clearing houses, and other clients.