Noreen A. Kelly Partner

Noreen serves as the chair of McGuireWoods’ Government Investigations and White Collar Litigation Department, which Law360 selected for its prestigious “Practice Group of the Year” award for its notable work in 2019, and is a member of the firm’s Diversity & Inclusion Committee. Noreen focuses her practice on regulatory enforcement matters and commercial litigation in the securities and financial services spaces.

Noreen has represented a wide variety of clients – financial institutions, broker dealers, investment advisors, and other public and private entities and executives – facing regulatory and criminal investigations and supervisory examinations by the DOJ, the SEC, FINRA, NYSE, CBOE, as well as state attorneys general. She has conducted internal investigations on behalf of major investment banks, audit committees and other entities involving allegations of securities fraud or other violations of securities rules and regulations, accounting fraud, violations of the Foreign Corrupt Practices Act (FCPA), and embezzlement. Noreen also counsels broker dealers on compliance matters, particularly in the areas of books & records compliance and transaction and non-financial regulatory reporting (e.g., Consolidated Audit Trail (CAT), Large Option Position Reporting (LOPR), and Electronic Bluesheets (EBS)).

Noreen also represents clients in complex litigation, typically in parallel with related investigations, in state and federal courts, including in bankruptcy courts.

Noreen clerked for Justice Marie L. Garibaldi on the Supreme Court of New Jersey during the 1999-2000 term.

Experience

Counseled retail, institutional, and clearing broker dealers with respect to compliance with the SEC’s Consolidated Audit Trail (CAT) transaction and “CAIS” reporting, and with respect to CAT-related regulatory inquiries and disclosure obligations.

Represented multiple broker dealers with respect to enforcement proceedings and examination involving securities transaction reports, including Electronic Bluesheets (EBS), Large Option Position Reporting (LOPR), FINRA’s Order Audit Trail System (OATS), and OTC trade reporting.

Counseled multiple broker dealers with respect to array of issues related compliance with FINRA and SRO rules governing supervision, non-financial regulatory reporting, odd lot bond trading, best execution, LTID compliance, TFCE examinations, option order ticket marking, front-running, and compliance with books & records rules.

Represented financial services firm with respect to internal and external investigations, as well as resultant civil litigation in California state court, involving senior financial advisors accused of forgery, unauthorized trading, and bank fraud.

Represented retail bank in AAA arbitration related to allegations that the firm had converted certificates of deposit of high net-worth clients.

Represented investment bank in an internal review and disclosure to the SEC and FINRA related to allegations that CLO, TruPS, and ABS CDO traders, engaged in misconduct such as front running, mismarking of trading book, inappropriate proprietary trading post-Volcker, and inappropriate mark-ups of positions sold to clients.

Represented major national bank in connection with an internal investigation and proffers to various regulators resulting from senior business banker’s arrest for bank fraud.

Represented financial advisor in federal court with respect to claims of breach of fiduciary duty and breach of contract made by the Government of the US Virgin Islands in connection with a municipal securities issuance.

Represented issuer and underwriter in New York state court with respect to multiple claims by monoline insurers for breach of contract, indemnity and reimbursement related to residential mortgage-backed securities offerings.

Represented investment bank and certain of its employees in connection with multiple investigations by DOJ, SEC, NCUA, FINRA, and various state AGs, regarding issuance of residential mortgage-backed securities.

Represented a public company director, CEO of a public company and CEO of a private entity in connection with insider trading investigations by the SEC and the DOJ. Representations resulted in declination, judgment of acquittal, and deferred prosecution, respectively.

Represented a major financial institution in connection with multiple investigations of potential bribery associated with bond offerings in Latin America. Matter resulted in declination by the DOJ and the SEC with respect to the institution.

Represented an audit committee of U.S. public company in connection with internal investigations of alleged FCPA and money laundering violations by employees of one of its foreign subsidiaries.

Represented New York-based private equity fund in lawsuits and proceedings pending in New York and Florida state courts as well as bankruptcy court, related to the fund’s efforts to recover losses from executives of a failed portfolio company.

Represented private equity funds in connection with investigations by the SEC, the New Mexico attorney general, and the North Carolina attorney general into the use of placement agents to solicit investments from public retirement funds.

Represented a federal savings bank in an adversary proceeding in SDNY bankruptcy court brought by a federally-sponsored home loan bank, or constructive trust and unjust enrichment, to recover $41.5 million deposited with certain entities as collateral for a derivative transaction. Successfully moved for summary judgment with respect to all claims by the home loan bank against the savings bank.

Represented entities associated with a global financial services firm in SDNY bankruptcy court in moving to dismiss a complaint in an adversary proceeding by a home warranties company challenging the entities’ right to foreclose on approximately $80 million of “repo” collateral prior to the home warranties company’s bankruptcy.

  • New York University School of Law, JD, 1998
  • The University of Texas at Austin, BA, Philosophy, cum laude, 1995

Named a "2020 New York Trailblazer," New York Law Journal, 2020

Selected for inclusion, "Notable Women in Law," Crain's New York Business, 2020

Selected by the New York Law Journal as a 2018 Distinguished Leader

Selected for inclusion, America's Leading Lawyers for Business, Financial Services Regulation: Banking - Enforcement & Investigations, New York, Chambers USA, 2017

Legal Aid Society’s Pro Bono Publico Award, 2013

Thurgood Marshall Award for Capital Representation, New York City Bar Association, 2008

Burton Award for Effective Legal Writing, 2005

  • New York
  • U.S. District Court for the Eastern District of New York
  • U.S. District Court for the Southern District of New York
  • Panelist, "Current Issues in Securities Enforcement," SIFMA Compliance & Legal Society Charlotte Regional Seminar, September 19, 2022
  • Guest Speaker, "Journeys to Equity: Noreen Kelly On Mastering the Balancing Act," The Women, Diversity & Change Podcast, September 21, 2021
  • Speaker, "Managing Partner Roundtable: Maintaining Esprit De Corps & Other COVID-19 Challenges," NYSBA CLE, January 21, 2021
  • Speaker, "Technology Change Management," McGuireWoods and FTI CLE, January 12, 2021
  • Speaker, "What to Expect in the Governance of Markets Post-CAT Implementation," Mid-2020, What to Expect… A Look Toward the Future, July 22, 2020
  • Speaker, "Preparing for Post-Pandemic Enforcement Activity," McGuireWoods CLE, June 4, 2020
  • Speaker, "Attorney-Client Privilege and International Investigations: Current Trends and Topics," McGuireWoods CLE, April 1, 2020
  • Panelist, "Ethical Issues for Legal and Compliance Officers – Trends, Developments & Strategies," SIFMA Compliance & Legal Society New York Regional Seminar, November 1, 2017
  • Panelist, Delaware Corporate Law Update with Former Chief Justice Myron Steele, McGuireWoods Complimentary Presentation, January 14, 2015
  • Speaker, "Can You Be Commercial and Compliant?," FCPA Transactional Diligence:, Complimentary Live Program, December 3, 2014
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