W. Hardy Callcott

HARDY CALLCOTT’s practice concentrates on enforcement defense and regulatory counseling concerning securities market and regulatory issues for broker-dealers, investment advisers, mutual funds, and others in the financial services industry. He provides securities enforcement defense before the SEC, Department of Justice, FINRA, and other SRO and state regulators for members of financial services industry, public companies and officers and directors. He also conducts internal investigations.

Prior to Sidley, Hardy was senior vice president and general counsel with Charles Schwab & Co. Inc. He also served in the General Counsel’s Office of the SEC as Assistant General Counsel for Market Regulation (now Trading and Markets), and taught in the securities LL.M. program at Georgetown University Law Center. After law school, Hardy clerked for the Hon. Mariana Pfaelzer in the U.S. District Court for the Central District of California.

Advocacy on behalf of his clients has earned Hardy acknowledgement in numerous industry publications, including: 

• Chambers USA, Nationwide Financial Services Regulation: Broker-Dealer (Compliance) (2008–2025) and Nationwide Financial Services Regulation: Broker-Dealer (Enforcement) (2013–2025), including Band 1 ranking in both categories (2020–2025)
• Securities Docket, “Enforcement Elite” (2024–2025)
• Law360, “Compliance MVP” (2021)
• Super Lawyers, Northern California (2011, 2012 and 2014–2019)
• The Best Lawyers in America®, “Lawyer of the Year” for San Francisco Securities Regulation (2015, 2017, 2019, 2021) and Litigation — Regulatory Enforcement (SEC, Telecom, Energy) (2022, 2026); recognized as a leading lawyer in Securities Law (2007–2010), Financial Services Regulation Law (2020, 2022), Litigation — Regulatory Enforcement (SEC, Telecom, Energy) (2022), Mutual Funds Law (2022, 2026), and in Securities Regulation (2011–2014, 2016–2022, 2026)

Hardy is a member of the firm’s top-ranked Securities Enforcement and Regulatory practice which has been consistently ranked Band 1 for Nationwide Financial Services Regulation: Broker-Dealer (Compliance & Enforcement) by Chambers USA since 2013. The practice has also been repeatedly named “Compliance Practice Group of the Year” by Law360, as well as “Law Firm of the Year” for both Securities Regulation and Litigation — Regulatory Enforcement by U.S. News — Best Lawyers®, most recently in 2024 and 2025.

Enforcement

• Multiple broker-dealers in SEC investigation of browser-based order-handling practices.
• Firms and individuals in SEC investigations of off-channel communications.
• A biotech company in SEC investigation of disclosure and trading around release of FDA clinical trial results.
• Multiple bank executives in SEC/DOJ/FDIC investigations of failed regional banks.
• An investment adviser in SEC investigation of alleged conflicts involving dual securities/insurance agency employees.
• Multiple investment advisers in SEC examinations and investigations of disclosures concerning bank sweep programs, Rule 12b-1 fees, and mutual fund revenue-sharing.
• Multiple broker-dealers in FINRA and SEC investigations concerning best execution in equity and options markets.
• National broker-dealers in FINRA investigations of mutual fund rights of reinstatement and CFTC waivers.
• A digital assets company in SEC investigation of unregistered broker-dealer activity; matter settled with no penalty, no disgorgement, no compliance consultant, no individuals named and recognition of extraordinary cooperation.
• A mutual fund adviser in SEC investigation of valuation of fixed income securities during early-pandemic periods of illiquidity; SEC staff closed investigation without action.
• A former senior executive of company in SEC investigation of digital assets private placement by company; SEC staff closed investigation without action.
• A broker-dealer in connection with FINRA investigation of SPAC transactions; FINRA staff closed investigation without action.
• A FinTech investment adviser in SEC investigation of rebalancing decisions for automated investment advisory service.
• A mutual fund adviser in SEC investigation of portfolio holding ratings disclosure.
• A senior executive of broker-dealer in SEC investigation of separately managed account trading; SEC closed investigation without action as to the executive.
• A regional broker-dealer in SEC/FINRA investigations of potential cross trades; investigations closed without action.
• A consultant in SEC investigation of alleged unregistered municipal advisor activity; settled with de minimis penalty.
• A public company in SEC investigation of potential “channel-stuffing” activities alleged by whistleblower.
• A cryptocurrency startup in SEC investigation of potential SEC registration issues; investigation closed without action.
• An international broker-dealer in settlement of FINRA AWC of capacity disclosure on trade confirmations.
• An investment adviser in joint SEC/DOJ investigation of convertible bond arbitrage transaction; investigations closed without action.
• An exempt reporting adviser in SEC investigation of supposed aberrant performance; investigation closed without action.
• An affiliated broker-dealer and investment adviser in settlement of SEC investigation concerning adequacy of information barriers; avoided imposition of independent compliance consultant.
• A regional broker-dealer in settlement of FINRA AWC concerning compliance with research analyst rules; obtained lowest penalty of any firm in FINRA sweep.
• A national broker-dealer in SEC investigation of internalization, payment for order flow, and other retail order-handling practices.
• A registered investment adviser in investigation by SEC Office of International Affairs, on behalf of foreign securities regulator, in trading in foreign security before takeover announcement.
• A national investment adviser in SEC investigation of municipal securities mutual fund actions during financial crisis; investigation closed without action.
• A regional broker-dealer in FINRA settlement concerning information security breach.
• A branch manager of national broker-dealer in SEC investigation of hedge-fund sales activities by brokers in the manager’s branch office; investigation closed without action.
• An audit engagement partner of Big Four accounting firm in SEC investigation of “bill and hold” accounting violations by public company; after Wells submission to SEC, investigation closed without action.
• One of nation’s 20 largest mutual fund investment advisers in multi-agency federal and state investigations of mutual fund market timing and late trading; after writing Wells submission, no agency brought any charges against this adviser or its officers or employees.

Counseling

• SIFMA and counseling broker-dealers in response to SEC application of Rule 15c2-11 to fixed income securities.
• SIFMA in comments on proposed SEC best execution rule, as applied to fixed income securities markets.
• Clients in implementation of fractional equities and bond trading programs.
• Multiple broker-dealers and investment advisers on implementation of Form CRS, Regulation Best Interest and SEC Fiduciary Interpretation.
• Led ABA Business Law Section comment letter on SEC predictive data analytics rule proposal.
• SIFMA in comments on FINRA regulatory notice concerning complex products.
• Prudential Financial, Inc. in the sale of a US$31 billion portion of its in-force legacy variable annuity block for US$2.2 billion to Fortitude Re, Bermuda’s largest multi-line reinsurer (pending).
• A national broker-dealer in acquiring intellectual property relating to securities selection and fractional trading from FinTech firm.
• Counseled multiple broker-dealers on compliance with FINRA Advertising Regulation guidance on target returns and internal rates of return presentation.
• A national automated investment adviser in SEC exam concerning potential bias toward proprietary products; SEC exam staff dropped proposed finding.
• A market-making firm in SEC exam concerning potential best execution violations; SEC exam staff dropped proposed finding.
• A newly formed insurance holding company in obtaining FINRA approval of change in control of broker-dealer.
• A cryptocurrency foundation in obtaining SEC staff guidance that tokens were no longer securities.
• Multiple broker-dealers in responding to SEC and FINRA exams on AML issues.
• A national broker-dealer in connection with prospectus delivery issues and subsequent rescission offer and regulatory self-reporting.
• SIFMA in commenting on FINRA retrospective review of communications with the public rules and gifts and entertainment rules.
• SIFMA in comments on revisions to SEC whistleblower rules, and comments to DOJ on new whistleblower program.
• A regional broker-dealer in SEC exam of due diligence on secondary offerings by China-based issuers; exam closed without action.
• Obtained SEC no-action letter for online venture capital adviser that adviser’s offer of single-purpose-vehicle investment funds did not require registration as a broker-dealer.
• Obtained FINRA interpretative letter allowing broker-dealers to change sweep money market funds without prior notice when funds close or “break a buck.”

Some of the above matters were handled by Hardy prior to joining Sidley.

• Board Member, Immigrant Legal Resource Center
• Member, SEC Historical Society (formerly president and chairman)
• Past Chair, Subcommittee on Trading and Markets, Committee on Federal Regulation of Securities, Business Law Section, American Bar Association
• Subcommittee on Investment Companies and Investment Advisers, Committee on Federal Regulation of Securities, Business Law Section, American Bar Association
• Co-Chair, Subcommittee on Civil Litigation and SEC Enforcement, Committee on Federal Regulation of Securities, Business Law Section American Bar Association (past)
• Chair, On-Line Brokerage Committee, Securities Industry Association (past)
• Ad Hoc Committee on Books and Records, Security Industry Association (past)
• Joint Working Group on Extended Hours Training, NYSE/NASD (past)
• Member, American Bar Association

Hardy maintains an active pro bono practice, including representation of:

• A coalition of immigrant rights organizations in obtaining nationwide preliminary injunction against extraordinary fee increases for all types of immigration and naturalization relief.
• A human rights organization in filing amicus brief opposing “remain in Mexico” policy for asylum seekers.
• An immigrant rights organizations in filing amicus briefs defending California state and local sanctuary laws and policies.
• An immigrant rights organization in multiple FOIA cases seeking documents concerning ICE enforcement activities.