Sidley’s Securities & Derivatives Enforcement and Regulatory group advises and defends clients in a wide range of securities- and derivatives-related matters. With more than 150 lawyers in 10 offices worldwide, we provide comprehensive regulatory, enforcement, and litigation solutions in matters involving the Securities and Exchange Commission (SEC), the Commodities Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), self-regulatory organizations (SROs), state attorneys general, and state securities regulators. Our team is distinctive in that it combines the strength of nationally recognized enforcement lawyers with the skills of equally prominent counseling lawyers. We work collaboratively to provide our clients with informed, efficient, and effective representation.
Our team features many prominent practitioners and former officials from the SEC, FINRA, and CFTC, as well as state regulators. Our lawyers include a former associate director of the SEC’s Division of Enforcement, a former co-head of enforcement and associate regional director of the SEC’s Northeast Regional Office, a former deputy director of the SEC’s Division of Trading and Markets, a former SEC senior trial counsel, the former head of enforcement for FINRA, and the former chief of the Massachusetts Securities Division. We also understand the “inside” perspective. Our team includes former general counsels of Charles Schwab and UBS Financial (Paine Webber), as well as the former global head of compliance at J.P. Morgan.
Our team has earned acknowledgement in numerous industry publications, including being named in the 2011 U.S.News –Best Lawyers “Law Firm of the Year” for Securities Regulation. In its 2011 edition, Chambers USA ranked us among the best U.S. law firms for Securities, noting the firm’s “well-regarded enforcement practice with a considerable depth of resources.” Sources told that publication that our practice “is highly thought of for public company representations and advisory work.”
Sidley defends clients in examinations, investigations, and enforcement proceedings by the SEC, FINRA, CFTC, National Futures Association (NFA), Department of Justice (DOJ), securities exchanges, state attorneys general, and state securities regulators. Our clients include Fortune 500 companies, broker-dealers, investment banks, investment advisers and hedge funds, accounting firms, exchanges, and self-regulatory organizations, as well as individual directors, officers, and employees.
Our lawyers have represented clients in virtually every major securities- or derivatives-related enforcement initiative in recent years, including:
- Accounting fraud investigations of Fortune 500 corporations, accounting firms, and individuals;
- Foreign Corrupt Practices Act (FCPA) investigations of U.S. and foreign companies;
- High-profile investigations of insider trading, including the use of expert networks and political intelligence providers;
- London InterBank Offered Rate (LIBOR) and market manipulation investigations;
- Investigations of underwriting and trading of residential mortgage-backed securities (RMBS) and auction rate securities (ARS); and
- Investigations of sales practices, trading strategies, short sales, advertising violations, and investment advisory practices.
We also perform internal investigations on behalf of management and audit committees to identify and solve problems before the regulators become involved.
Our team advises broker-dealers, investment advisers, hedge funds, exchanges, clearing agencies, and financial institutions on the multitude of laws and regulations that apply to the securities and derivatives industries. Through decades of experience, we have built strong working relationships with regulators, including the SEC, FINRA, New York Stock Exchange (NYSE), Municipal Securities Rulemaking Board (MSRB), CFTC, NFA, Financial Services Authority (FSA), and state securities regulators. Our team has helped clients navigate a wide array of regulatory challenges, including:
- Creating and registering new broker-dealers, investment advisers, and futures and swaps market participants (including international firms);
- Forming and structuring new exchanges and trading platforms, including alternative trading systems (ATS);
- Managing and responding to examinations by the SEC, FINRA, CFTC, and others;
- Reviewing and enhancing compliance policies and procedures in response to new rules or regulatory guidance, or for new products and services;
- Obtaining relief from rules through exemptive orders and no-action letters;
- Conducting merger and acquisition (M&A) due diligence for transactions involving regulated entities, and obtaining regulatory approvals for transactions;
- Advising on complex transactions by market participants, including International Swaps and Derivatives Association (ISDA), prime brokerage, networking, and clearing agreements; and
- Commenting on proposed SEC, CFTC, and SRO rules and challenging improperly-promulgated rules.