Stephen L. Cohen

Since joining Sidley in 2017, Stephen has represented several public companies and their Audit Committees or Special Committees as well as SEC registrants in internal investigations and matters involving the SEC, Department of Justice, FINRA, PCAOB, CFTC, state attorneys general and securities regulators. Stephen is ranked in Chambers for Securities Enforcement, which noted his “wide-reaching capabilities in regulatory enforcement. He is highly effective in representing asset managers and public companies before the SEC in disclosure and reporting matters, as well as in FCPA issues.” Representative matters include:

Public Companies and Auditors

• HP Inc. in disclosure-related SEC settlement.
• Herbalife Nutrition in FCPA investigation resulting in SEC settlement and DOJ deferred prosecution agreement, and a disclosure-related SEC matter.
• BorgWarner, Inc. in restatement-related SEC settlement.
• MiMedx in SEC and DOJ investigations, including an SEC settlement and DOJ declination.
• Large multinational company in internal investigation and investigations by SEC and DOJ involving the Foreign Corrupt Practices Act.
• Fortune 100 company in SEC accounting and disclosure investigation.
• Multiple big four audit firms and partners, as well as international member firms, in SEC and PCAOB investigations.
• Multiple public company boards of directors on governance, compliance and regulatory issues.

SEC-Registered Firms 

• Principal of substantial hedge fund manager in an SEC investigation resulting in no enforcement action.
• Rialto Capital Management in SEC settlement.
• Registered investment adviser in an SEC investigation resulting in closure with no enforcement action.
• Multiple investment advisers in SEC’s revenue sharing and mutual fund share class disclosure.
• Multiple investment advisers in SEC exams.
• Major bank in conjunction with internal investigation and FINRA inquiry involving mortgage-backed securities trading.
• Major financial institution in conjunction with SEC investigation involving international private fund, which was closed without enforcement action.
• Credit rating agency in SEC investigation.

Cybersecurity and Cryptocurrency

• Large financial institution in internal investigation involving cybersecurity incident.
• Large public investment bank in internal investigation and regulatory guidance related to cyber breach.
• Investment adviser in cyber-related SEC examination.
• Multiple individuals in SEC initial coin offering investigation.

While at the SEC, Stephen oversaw domestic and international enforcement activities involving accounting and disclosure fraud, auditor misconduct, the Foreign Corrupt Practices Act, insider trading, registered and unregistered securities offerings, market abuses, broker-dealers, investment advisers and other regulated entities. Stephen held many division-wide and agency-wide leadership positions. In addition, in various different contexts, he worked closely with individuals in many federal regulatory and law enforcement agencies, including investigative coordination and providing advice and training on enforcement and investigations issues to regulators and law enforcement agencies around the world. He also served as part of a task force with other federal agencies for cybersecurity issues.

Prior to his appointment as associate director, Stephen was a senior adviser to former SEC Chairman Mary Schapiro. He was instrumental in advising on legal, policy and administrative matters with a focus on enforcement and compliance, legislative matters and congressional hearings. Stephen led the SEC’s work in relation to the whistleblower provisions in Dodd-Frank and subsequent rulemaking, oversaw the rulemaking establishing a Consolidated Audit Trail, and he directed the creation of the agency’s Tips, Complaints and Referrals system.

Stephen won the SEC’s Distinguished Service Award in 2016, the agency’s highest honor, for his skill in managing one of the division’s most productive groups, bringing many of the commission’s most significant actions, significantly expanding the SEC’s ability to protect investors and driving initiatives that improved the division’s performance. In 2013, he received the Chairman’s Award for Excellence in recognition of his work on the Consolidated Audit Trail rulemaking. Stephen also received the agency’s Law and Policy award in 2011 for his involvement in the implementation of the Dodd-Frank Act, including the Whistleblower Program.

Before joining the SEC, Stephen handled litigation matters and government investigations at a national law firm. Prior to that, he worked at the Department of Justice as a trial lawyer through the Attorney General’s Honors Program after clerking for a federal district judge.

Stephen is a frequent speaker on SEC enforcement and has participated in numerous conferences nationwide. He has also been interviewed on television news programs, including CNBC and Fox News and programs such as Dateline and American Greed.

• Member, Steering Committee, District of Columbia Bar’s Corporation, Finance and Securities Law Community, recipient of the District of Columbia Bar’s 2021 Community of the Year Award.
• Member, Editorial Board, Journal of Financial Compliance.
• Member, Board of Advisors, SEC Historical Society.