代表的な経験

Public Companies, Internal Investigations, and Insider Trading

• Represented a CEO and public company in the logistics industry in a parallel investigation by the SEC and the Department of Justice (DOJ) into the company’s accounting practices after a multiyear restatement that led to the resignation of the CFO and subsequent charges against him and two other corporate officers. While the CFO was criminally convicted, no charges were filed against Jim’s CEO client, and the SEC settled with the company client for minimal relief. Also provided counsel to the company’s board of directors and audit committee throughout the investigative process, and worked closely with the company’s audit firm.
• Led an internal investigation for the board of directors of a broker-dealer specializing in structured products. The investigation scope included: allegations of misrepresentations regarding the acquisition of a European firm in the offering materials for a $400 million capital raise; allegations of misrepresentations regarding revenue recognition and claimed misstatements to auditors; and fiduciary duty breaches by the two co-founders. The primary finding involved a former CEO acting negligently in failing to disclose certain subsequent events and, after full remediation, a recommendation to not self-report.
• Represented the Chairman and CEO of a publicly traded holding company in the aviation industry, who also served on multiple boards, in an insider trading investigation into whether he shared material non-public information with a portfolio manager who purportedly led a family insider trading ring. Obtained a termination letter for this client closing the SEC’s investigation without charges.
• Represented a CEO in the automotive industry concerning an SEC enforcement investigation pursuant to the SEC’s Earnings Per Share Initiative. Resulted in no charges against the CEO.
• Represented a high-stakes, large-volume trader and former institutional broker in an insider trading case filed against him by the SEC and in the parallel criminal case filed by the DOJ for his alleged several million-dollar insider trading scheme in the securities of special purpose acquisition companies (SPACs).
• Represented the former chairman of the board of a public company investigated by the SEC for misleading statements made by the CEO regarding revenue recognition. Resulted in no charges against the former chairman.
• Led an internal investigation of an international company in the semiconductor industry regarding potential internal control and financial reporting violations due to misappropriations of company funds by an officer of an Asian subsidiary, and provided counsel to the company’s board of directors and audit committee. As a result of the internal investigation, the client self-reported to the SEC, which did not pursue an enforcement action.
• Led an internal investigation of a multibillion-dollar private equity real estate fund complex into alleged misappropriations by the controller and control deficiencies by the firm. Resulted in the implementation of a remediation program, but no self-reporting to the SEC.
• Representing the CEO of a public company in an active SEC insider trading investigation regarding trading in the stock of his company and a second company.

Investment Advisers, Broker-Dealers, and Other Firm/Fund Work

• Represented a dual registrant in an investigation conducted by the SEC’s Asset Management Unit (AMU) after a referral from the Division of Examinations, and obtained termination notices for both the investment adviser and the broker-dealer, closing the investigation without charges, despite the Division of Examinations’ deficiency letter alleging obstruction of justice and securities fraud violations by the firm.
• Represented the general counsel and chief compliance officer (CCO) of a private equity fund in an investigation involving the valuations of Level 3 (illiquid) assets and complex custody-rule compliance issues. Resulted in no charges against this client.
• Represented the CCO of a large mutual fund complex in a SEC investigation involving trading and valuation issues for certain illiquid holdings of a fixed-income mutual fund. The SEC focused its investigation on the purported mismarking of bonds to inflate their pricing at the end of a quarter. Based on a “white paper” submission and other strategies, obtained a termination notice from the SEC closing the investigation without charges.
• Represented a sub-adviser to a mutual fund in an investigation conducted by the SEC’s Complex Financial Instrument specialty unit regarding the client’s derivatives-based hedging strategy. Due to a “black swan” event, the mutual fund suffered almost US$100m (US$275m notional) in losses. Through a series of presentations and other advocacy efforts, persuaded the SEC to terminate the investigation without taking any action.
• Represened a large dual registrant in the SEC’s national initiative regarding off-platform messaging and potential books and records violations.
• Represented multiple investment advisory firms in the SEC’s 12b-1 fee self-reporting initiative and the follow-up initiatives of the SEC’s AMU regarding conflicts and disclosures related to revenue sharing and other financial conflicts of interest.

Futures, Derivatives, and Digital Assets

• Co-represented the largest publicly-traded cryptocurrency exchange in the U.S. in litigation against the Illinois Securities Department regarding claims in its notice of hearing alleging failures to register staking offerings with the State of Illinois; parallel to actions filed by the SEC and other states. The Illinois Securities Department withdrew is notice of hearing resulting in dismissal.
• Served for three years as the U.S. District Court-appointed monitor for the first spoofing enforcement action and settlement by CFTC.
• Represented the lead defendant in litigation against the SEC for an alleged US$300m cryptocurrency pyramid scheme.
• Represented a futures trader affiliated with a futures commission merchant (FCM) in CFTC and CME Group Market Regulation investigations into the trader’s and the FCM’s practices regarding alleged manipulative trading in certain exchanges of futures for physical transactions. The CFTC and CME Market Regulation closed their investigations without taking action against the trader.
• Successfully represented multiple individuals in a parallel CFTC and DOJ investigation regarding alleged market manipulation in the oats futures markets.
• Represented multiple firms and traders in CME Enforcement Rule 575 disruptive trading investigations.