Securities Enforcement & Regulatory Counseling
McGuireWoods is a national leader in securities enforcement defense and broker-dealer and investment adviser regulatory counseling. Anchored by former Securities and Exchange Commission (SEC) and Financial Industry Regulatory Authority (FINRA) attorneys from enforcement and trading and markets, as well as prominent federal prosecutors, the team manages complex securities investigations at every stage — from informal inquiries and routine exams through investigations, litigation and appeals — all while staying at the forefront of the ever-developing issues confronting the securities industry.
McGuireWoods’ combined leading enforcement and regulatory counseling practices showcase firm lawyers’ in-depth knowledge of the evolving regulatory framework, different client business models and internal workings of regulators. Decades of experience practicing before government agencies enables the team to provide clients innovative and pragmatic counsel on enforcement and regulatory issues, when the government comes calling, or when facing a corporate crisis.
The securities enforcement and regulatory counseling practice includes members of McGuireWoods’ elite Government Investigations & White Collar Litigation Department, recognized twice as a Law360 Group of the Year, and the firm’s nationally recognized Financial Services Litigation and Complex Commercial Litigation Departments. This extensive and diverse platform allows team attorneys to help clients on a range of related areas, including leveraging the deep experience of the firm’s Securities & Capital Markets, Corporate & Private Equity, Public Finance, Tax & Employee Benefits, and Labor & Employment Departments to counsel clients on the full spectrum of regulatory, compliance and business issues, including those arising from a government examination, investigation and litigation. By working collaboratively, clients receive tailored advice from leading lawyers in the industry as well as a comprehensive defense team to handle the complex issues presented in government inquiries.
Team attorneys represent corporate clients as well as broker-dealers and investment advisers in matters before the Department of Justice (DOJ), SEC, FINRA, and state securities regulators and attorneys general, including responding to examinations, investigations, enforcement proceedings and litigation. The team has strong relationships with key industry trade associations and frequently collaborates with them on industrywide issues impacting McGuireWoods clients.
How We Help
Accounting and Financial Fraud. McGuireWoods represents audit committees, accounting firms, public companies, and their members, professionals and executives in internal and government criminal and civil investigations involving financial reporting, disclosures, auditor independence and internal controls.
Foreign Corrupt Practices and UK Bribery Acts. The team has deep experience in all facets of the Foreign Corrupt Practices Act (FCPA), UK Bribery Act and related anti-corruption laws. McGuireWoods’ comprehensive practice ranges from full-scale internal and government investigations and enforcement defense, to due diligence in connection with mergers, acquisitions and other investment opportunities. Team lawyers also conduct anti-corruption risk assessments, audits and internal investigations, and design and help implement overall and anti-corruption-specific corporate compliance programs and training. Global Investigations Review and Just Anti-Corruption have recognized McGuireWoods as a top law firm in Washington, D.C., that handles FCPA matters.
Securities Trading. Team attorneys represent entities and individuals in investigations regarding securities trading, including insider trading, market manipulation, order protection, research, best execution, market access, trade reporting, unregistered offerings and sales practice abuses. On the insider trading front, McGuireWoods represents political intelligence firms, registered representatives, and corporate insiders and outsiders in novel and complex matters, and team lawyers assist corporate management, boards of directors and board committees examining potential violations of insider trading laws or employee violations of corporate insider trading policies. The firm also helps clients design, implement, test and enhance insider trading policies and other policies related to securities trading.
Broker-Dealers, Investment Advisers, and Hedge and Private Equity Funds. McGuireWoods represents financial services clients in examinations, informal and formal investigations, and litigation initiated by the SEC, DOJ, FINRA, state securities regulators, attorneys general and administrators. To provide clients with comprehensive industry experience, the team collaborates with attorneys from across the firm’s Securities & Capital Markets, Public Finance and Financial Services Litigation Departments to ensure the best representation for each unique client issue. The team represents financial institutions and individuals in examinations, inquiries and investigations involving sales practices, supervision and compliance issues, as well as anti-money laundering compliance, cybersecurity, municipal securities underwriting, sales and trading, and the marketing and sale of complex securities products. Team lawyers also counsel clients in connection with regulatory self-reporting initiatives and help them navigate the regulatory nuances of self-reporting, disclosure and the statutory disqualification process.
Internal Investigations. The team conducts internal investigations on behalf of public and private companies, boards of directors, audit and special committees, broker-dealers, investment advisers, hedge funds and other regulated entities. Lawyers can respond to issues of any size, tailoring individual teams to the particularized needs of clients. With a deep bench of former senior-level enforcement attorneys and high-ranking government officials, the team conducts credible internal investigations quickly and efficiently, while advising on issues related to self-reporting and cooperating with government regulators. McGuireWoods also helps clients navigate the complexities of corporate crises with immediate strategic counseling designed to minimize disruption and adverse impact to the business of corporate clients.
For decades, McGuireWoods has defended public company and financial services clients in complex securities matters in federal and state courts; before the SEC, DOJ, FINRA and Center for Multi-District Litigation; and in AAA and JAMS arbitrations and mediations. In addition to defending clients in claims and class actions alleging violations of Section 11 and 12 of the Securities Act of 1933 and Section 10(b)/Rule 10b-5, and 14a of the Securities Exchange Act of 1934, McGuireWoods helps clients preempt corresponding derivative actions. Representative services include civil litigation and class actions, shareholder derivative actions, wealth management arbitration and litigation, financial adviser litigation, and M&A litigation.
Broker-Dealer and Investment Adviser Regulatory Counseling
The team’s knowledge and experience span the range of regulatory and compliance issues impacting broker-dealers and investment advisers. Clients seek advice on the full spectrum of regulatory, business and compliance issues. Having analyzed these issues from the viewpoints of the government, in-house counsel and private practices, McGuireWoods has an in-depth understanding of the industry and markets. The firm built this practice to service clients’ varied businesses, whether they are dual registrants, standalone broker-dealers or investment advisers, or institutional shops. The team helps clients establish compliance and supervisory programs; form, acquire and combine firms; develop advocacy strategies around changes to federal and state securities laws; and respond to examinations by the SEC, FINRA, other SROs, and state securities regulators and attorneys general.
Compliance and Supervisory Programs. McGuireWoods advises clients on issues impacting their compliance and supervisory programs, including broker-dealer and investment adviser status; sales practices and fiduciary duties; digital advice and other engagement practices; custody; operations; research, sales and trading; anti-money laundering (AML); data security and privacy; and many others. The team works with clients to address regulatory and compliance issues that arise when launching new products and services, including investment advisory programs, robo advisers, clearing arrangements, cash sweep arrangements, and other retail and institutional customer offerings. Team lawyers partner with clients to ensure they remain current on proposed and newly adopted rules, regulations and interpretations to ensure clients comply with their regulatory obligations.
Forming, Acquiring and Combining Firms. The team advises clients on business transactions involving broker-dealers and investment advisers, including forming new firms and mergers and acquisitions. McGuireWoods lawyers have extensive experience registering broker-dealers with the SEC, FINRA and the Municipal Securities Rulemaking Board (MSRB), and registering investment advisers with the SEC. They also advise target and acquiring companies in mergers and acquisitions, including with respect to due diligence, deal terms, and satisfaction of regulatory requirements and other closing conditions. Following a transaction, team lawyers advise clients on reorganizing and integrating firm operations, disclosures, agreements and compliance programs.
Developing Advocacy Strategies. McGuireWoods advocates for clients regarding SEC, FINRA, MSRB, and state securities regulator rules and interpretations, and works with clients to pursue no-action, exemptive and other relief from regulators. Team lawyers also advise clients on how to implement changes needed to comply with new rules and interpretations.
Examinations. The firm works with clients during regulatory examinations and on the remediation of issues uncovered during examinations, investigations, and internal audits and reviews. Team lawyers help clients develop and enhance policies and procedures, revise internal compliances regimes, and devise new compliance protocols and written supervisory procedures.
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