Samuel J. Winer


Samuel (Sandy) J. Winer represents public companies, their board committees and auditors, investment banks, investment advisers, broker dealers, attorneys, and others in SEC investigations and related proceedings. Sandy is a skilled investigator with extensive experience leading teams in domestic and cross-border internal investigations. He is a partner in the firm’s Securities Enforcement and Litigation Practice and a former member of the firm’s Management Committee.

Sandy has deep experience advising public companies on sound governance, effective compliance procedures, and appropriate internal controls. He has served as an SEC independent consultant and an SEC/DOJ independent monitor responsible for overseeing and evaluating the compliance function of companies sanctioned by the SEC, including as the Foreign Corrupt Practices Act (FCPA) monitor for one of the largest publicly held hedge funds in the country.

Sandy also counsels securities broker-dealers and investment advisers on compliance. He has represented 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 and investment advisers in investigations and examinations into marketing materials, conflicts of interest, and other regulated disclosures.

Sandy served one year as a law clerk to Chief Justice Thomas H. Roberts of the Supreme Court of Rhode Island.

Awards and Recognition

  • Peer review rated as AV Preeminent®, the highest performance rating in the Martindale-Hubbell® Peer Review Ratings™ system
  • Named a “Leading Lawyer” in Securities and Corporate Governance by the Legal Times
  • Named to the BTI Client Service All-Star Team, who Corporate Counsel identified as providing outstanding client service
  • Selected by his peers for inclusion in The Best Lawyers in America© in the fields of Litigation – Securities (2011-2024), Securities/Capital Markets Law (2006-2024) and Securities Regulation (2011-2024)
  • Named the Best Lawyers® 2015 and 2020 Securities/Capital Markets Law “Lawyer of the Year” and the 2017 and 2022 Litigation – Securities “Lawyer of the Year” in Washington, D.C.
  • Rated to be one of the top securities regulation attorneys in the nation by Chambers USA for 2009-2023, and one of the top regionally in the District of Columbia for 2007, 2008 and 2009
  • Selected for inclusion in the Washington, D.C. Super Lawyers® lists from 2008-2017


  • Member, CCH Securities Regulation Advisory Board
  • Member, American Bar Association (Broker-Dealer Subcommittee of the Securities Litigation Committee, Market Regulation Subcommittee of the Committee on Federal Regulation of Securities)
  • Member, Securities Industries and Financial Markets Association (Legal and Compliance Section)

Presentations and Publications

A former staff attorney and special counsel with the Securities and Exchange Commission’s Division of Enforcement, Sandy 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: “Treatise: Securities Enforcement: Counsel and Defense,” Lexis-Nexis (September 2023)
  • Editor: “Audit Committee Deskbook,” Practising Law Institute (2022)
  • Co-author: “SEC Adopts Final Rules Mandating Compensation Clawback Policies,” Insights, The Corpoate and Securities Law Advisor, vol. 36, no. 12 (December 2022)
  • 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: “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 (September 1995)
  • Author: “Reducing the Liability Exposure of Derivatives Dealers,” The Review of Securities and Commodities Regulation, Vol. 27, No. 22 (Standard & Poor’s December 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)
17 August 2023 Honors and Awards

Foley Attorneys Recognized in 2024 Best Lawyers in America

Foley & Lardner LLP proudly announced today that 236 of the firm’s attorneys across 20 U.S. offices have received recognition in the 2024 edition of The Best Lawyers in America©.
11 July 2023 Manufacturing Industry Advisor

Top Legal Issues Facing the Manufacturing Sector in 2023

As we embark on the second half of 2023, this second annual Manufacturing White Paper examines the business and legal considerations that continue to impact the industry and offers the perspectives and insights of attorneys with deep experience serving as trusted advisors to manufacturing companies.
01 June 2023 Press Releases

Foley Earns Top Rankings in Chambers USA 2023

Foley & Lardner LLP is pleased to announce that it has again been recognized by Chambers & Partners as one of the top law firms in the country in the 2023 edition of Chambers USA, America’s Leading Lawyers for Business.
31 December 2022 In the News

Foley Attorneys Author Article on SEC’s Final Rules Mandating Compensation Clawback Policies

Foley & Lardner LLP Partners Jessica Lochmann, Leigh Riley, John Wilson, and Samuel Winer and Of Counsel Joshua Agen authored the article, “SEC Adopts Final Rules Mandating Compensation Clawback Policies,” published in Insights.
31 October 2022 Newsletters

SEC Adopts Final Rules Mandating Compensation Clawback Policies

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd-Frank Act by directing national securities exchanges and associations, such as the New York Stock Exchange and Nasdaq, to adopt listing standards that will require listed companies to develop and implement compensation clawback policies.
18 August 2022 Press Releases

Foley Attorneys Recognized in 2023 Best Lawyers in America

Foley & Lardner LLP proudly announced that 250 of our attorneys across 20 offices have received recognition in the 2023 edition of The Best Lawyers in America.