How to Effectively Deal with SEC Investigations and Enforcement Actions in 2017
As the federal government’s principal investigative agency, the enforcement powers of the U.S. Securities and Exchange Commission (SEC) are vast and their resources are boundless. Whether SEC enforce an informal inquiry or a formal investigation, it has to be taken seriously. Recent activities suggest that SEC has a long-term intent to focus on financial reporting and disclosure cases. As a matter of fact, just in August 2016, the SEC has entered into a $52.7 million settlement with Apollo Global Management LLC to resolve charges that its four private equity fund advisers misled investors about fees and a loan agreement. The manner of every corporation’s initial response is just as important as mitigating potential pitfalls of noncompliance and hefty fines.
In this light, a panel of distinguished professionals and thought leaders assembled by The Knowledge Group will help the audience analyze key developments and recent SEC enforcement efforts. They will provide best practices in developing and implementing an effective compliance program and techniques to identify red flags of potential SEC investigations. Speakers will also provide a roadmap on how to respond to a more aggressive SEC investigations and enforcement actions in 2017.
Some of the major topics that will be covered in this course are:
- SEC Enforcement Trends
- Recent SEC Enforcement Actions
- Triggering Events of SEC Investigations
- The Role of Cooperation
- New SEC Guidance on Cooperation in Investigations and Enforcement Actions
- Discussion on Significant Issues for Financial Statement Disclosures
- Results of Recent Litigations and Current Issues Arising from SEC Administrative Proceedings
- Recent SEC Enforcement Efforts with Case Citations
- Key Techniques to Identify Fraudulent Schemes
- Best Practices in Developing an Effective Compliance Program
Michael K. Lowman, Partner
Jenner & Block
- Triggering events of SEC investigations
- Overview of enforcement trends
- War story issues – the more difficult issues you’ll encounter in an SEC investigation
Kurt Wolfe, Attorney
Allen & Overy LLP
- (Potential) Changes to the Enforcement Landscape in the Trump Administration. [Issues might include:]
- How will Trump’s appointment of 3 Commissioners impact the SEC’s enforcement program?
- Do we anticipate that the Trump administration will be “tough” on securities enforcement?
- How might Trump’s policy directives impact the Commission? (Topics might include Dodd-Frank, Glass-Steagall, or the Financial Choice Act.)
- The SEC Whistleblower Program. [Issues might include:]
- How is the program supporting the SEC enforcement program? (I.e., how is the Commission effectively leveraging/triaging tips to bolster existing enforcement actions and bring new cases?)
- How is the program influencing the enforcement agenda, if at all? (Focus on retaliation cases.)
- What will the program look like in the Trump administration? (Would the repeal of Dodd-Frank require the dismantling of the SEC’s whistleblower program?)
- Individual Accountability. [Issues might include:]
- How do the Yates Memo’s tenets apply in the SEC enforcement context?
- In practice, are changes taking shape in the post-Yates Memo world?
- Where do we see the focus on individuals playing out? (E.g., financial reporting cases.)
- FCPA Enforcement. [Issues might include:]
- How have the SEC, DOJ, and FBI taken steps to ramp up FCPA enforcement?
- What trends do we expect to continue? (E.g., more books and records cases; increased international cooperation; focus on financial services firms.)
- Will there be changes to the FCPA—or FCPA enforcement, at least—in the Trump administration?
Jay A. Dubow, Partner
Pepper Hamilton LLP
- Discussion of recent SEC enforcement cases involving retaliation against whistleblowers and against companies that include language in confidentiality/severance agreements that impede whistleblowers from contacting the SEC or government.
- Discussion of the SEC’s use of administrative proceedings versus federal courts and the recent 10th Circuit case finding the administrative proceeding forum unconstitutional.
- Strategies for responding to SEC Enforcement requests for documents or information and/or subpoenas.
Scott B. McBride, Partner
Lowenstein Sandler LLP
- Insider trading developments in the enforcement arena
- Salman v. United States and its likely impact on SEC investigations
Who Should Attend:
- Corporate & Securities Lawyers
- Finance Executives
- Financial Fraud Practicing Lawyers
- Senior Financial Management
- Compliance Officers
- Legal Counsel
- Finance Lawyers
- Financial Crime Attorneys & Consultants
- Top Level Management
- Multinational Companies
- Private and Public Companies
- And Other Interested Professionals
Kurt has significant experience in a wide range of SEC and regulatory enforcement matters. Kurt often represents multinational clients and their employees in connection with complex internal investigations and high-profile enforcement actions. He helps clients deconstruct complicated fact patterns while navigating demands from U.S. regulators, and he is regularly called on by clients to design and execute risk-based internal investigations. In non-contentious matters, Kurt is frequently asked to help clients develop and implement compliance policies and procedures and he regularly conducts compliance training for employees.
Kurt has particular expertise in matters involving alleged securities or financial fraud, insider trading, FCPA compliance, and Ponzi scheme allegations. Kurt also has a deep understanding of the SEC’s whistleblower program and frequently writes and speaks on the subject.
Kurt has significant experience in a wide range of SEC and regulatory enforcement matters. Kurt often represents multinational clients and …
Jay A. Dubow is a partner with Pepper Hamilton LLP, resident in the Philadelphia office. He is a member of the firm’s White Collar Litigation and Investigations Practice Group and is co-chair of the Securities and Financial Services Enforcement Group. Mr. Dubow focuses his practice on complex business litigation, with a special emphasis on defending against shareholder derivative and securities class action litigation and representing clients involved in investigations by the U.S. Securities and Exchange Commission, the Pennsylvania Department of Banking and Securities and various self-regulatory organizations, including the Financial Industry Regulatory Authority, Inc. He also conducts internal investigations on behalf of clients. Such investigations have included allegations involving the Foreign Corrupt Practices Act (FCPA), whistle blower claims, financial fraud, and civil and criminal violations of various federal and state laws.
Mr. Dubow first joined Pepper in 2007 from another Philadelphia law firm, where he was a partner in the litigation and corporate departments and a member of the executive committee. In 2008, he joined a client, Advanta Corp., as senior vice president, general counsel and chief administrative officer. He returned to Pepper in 2011. Mr. Dubow began his career as a branch chief in the Division of Enforcement of the U.S. Securities and Exchange Commission in Washington, D.C.
Active in local and national bar associations, Mr. Dubow is a leader in the American Bar Association’s Business Law Section and currently serves as chair of the Securities Litigation Subcommittee of the Business and Corporate Litigation Committee.
Jay A. Dubow is a partner with Pepper Hamilton LLP, resident in the Philadelphia office. He is a member of …
Scott McBride is a Partner in Lowenstein Sandler’s White Collar Criminal Defense practice. Scott focuses his practice on matters of government, securities, financial, and health care fraud; FCPA violations; and civil business litigation, leveraging the experience gained from more than 10 years in the U.S. Attorney’s Office in Newark, New Jersey where he served as Deputy Chief of the Economic Crimes Unit and as a member of the Health Care & Government Fraud Unit. Scott investigated and prosecuted a broad range of white collar criminal offenses there, including those involving cybercrime, identity theft, and intellectual property-related offenses, as well as tax evasion and public corruption. Scott also has significant civil litigation experience in both the private and public sectors.
Scott McBride is a Partner in Lowenstein Sandler’s White Collar Criminal Defense practice. Scott focuses his practice on matters of …
Michael Lowman represents public companies and their officers and directors in SEC investigations, securities class actions, individual suits by securities holders and derivative actions. Mr. Lowman has also handled many high stakes corporate and commercial cases, ranging from complex multi-party construction matters and commercial contract litigation to insurance coverage disputes and consumer class action defense.
Prior to joining the firm, Mr. Lowman served for five years as an attorney at the SEC’s Division of Enforcement, serving as both as Senior Counsel and as Assistant Chief Litigation Counsel. During this time, he acted as primary trial counsel in a wide variety of civil and administrative enforcement actions. He investigated and, where necessary, tried complex financial fraud cases.
Michael Lowman represents public companies and their officers and directors in SEC investigations, securities class actions, individual suits by securities …
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NASBA Field of Study:
Accounting - Technical
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About Allen & Overy LLP
Our New York and Washington, D.C., offices are the core of Allen & Overy’s global U.S. practice, and our attorneys handle the most complex domestic and cross-border transactions and adversarial matters for our clients. With 52% of our work involving three or more jurisdictions, we are fully integrated with our global network of 44 offices in 31 countries across Europe, Asia Pacific, South America, the Middle East and Africa. This means we can provide our clients with seamless solutions and a global reach that is unmatched by any other U.S. firm.
About Pepper Hamilton LLP
Pepper Hamilton LLP is a multi-practice law firm with more than 500 lawyers nationally. The firm provides corporate, litigation and regulatory legal services to leading businesses, governmental entities, nonprofit organizations and individuals throughout the nation and the world. Our firm has grown from a two-person law office formed in 1890 in Philadelphia to a large, sophisticated law firm with a national and international practice.
Pepper’s Securities and Financial Services Enforcement Group is a client-centric group of lawyers with particularized expertise in the enforcement process. The group was created to recognize the reality that companies that provide financial services are multi-faceted and, therefore, are subject to a wide range of regulatory regimes. Our goal is to meet you, the client, where you are; not to try to pigeon-hole your needs into a pre-existing practice group. To that end, we have combined the talents of many lawyers with different areas of expertise into one cohesive unit with a singular goal in mind: To help public and private companies providing financial services weather the storm of an ever-expanding regulatory and litigious environment and respond rapidly and forcefully to increased scrutiny by the government, its agencies and self-regulatory organizations.
The Dodd-Frank Wall Street Reform and Consumer Protection Act made many sweeping changes to the regulatory oversight of the financial services industry – including public companies and their employees. Dodd-Frank created a new independent consumer watchdog agency, the Consumer Finance Protection Bureau (CFPB), and has caused a renewed focus on the industry by the Federal Trade Commission, the U.S. Department of Justice (DOJ) and U.S. attorneys’ offices nationwide, the Securities and Exchange Commission (SEC), the Internal Revenue Service (IRS) and state attorneys general, as well as by federal and state banking regulators. Dodd-Frank oversight extends to OTC derivatives, the security-based and non-security-based swap markets, and the proprietary trading of hedge and private equity funds.
About Lowenstein Sandler LLP
Lowenstein Sandler is a leading national law firm with offices in New York, California, Washington DC, New Jersey and Utah. Recognized for the breadth and depth of its practice, its extraordinary client service and its entrepreneurial spirit, the firm provides seasoned, value-added legal advice and strategic solutions for its clients. An AmLaw 200 firm, Lowenstein brings deep resources to its cases, but its size ensures a personal relationship with senior leadership that delivers results. Lowenstein Sandler prides itself on being a different kind of law firm – one deeply rooted in the interests of its clients, colleagues and communities.
About Jenner & Block
Founded in 1914, Jenner & Block is a law firm of international reach with more than 500 lawyers. Our firm has been widely recognized for producing outstanding results in corporate transactions and securing significant litigation victories from the trial level through the United States Supreme Court. Companies and individuals around the world trust Jenner & Block with their most sensitive and consequential matters.
We have a robust enforcement practice based on our deep bench of former government lawyers. We regularly represent clients in SEC and other investigations alleging financial fraud, accounting irregularities, disclosure and internal control deficiencies, insider trading, Ponzi schemes, foreign corrupt practices, and other misconduct. We also conduct internal investigations.