MICHAEL D. WARDEN is a co-leader of Sidley’s Accountants and Professional Liability practice where he has been involved in the largest financial and accounting matters over the last 25 years. He represents accounting firms and corporations and their partners and employees in SEC and PCAOB investigations and enforcement actions, internal investigations and in securities, class action, derivative and other litigation. In handling these matters, he has tried cases before judges, juries, arbitrators and SEC administrative law judges. Mike also has represented audit committees in investigations. His matters have involved a broad range of accounting, financial reporting and disclosure issues, including revenue recognition, pharmaceutical accounting issues, accounting fraud, auditing issues, and restatements of financial statements and financial reporting.
SEC, PCAOB and Other Investigations:
- Represent Big Four accounting firm and partners and employees of accounting firms in multiple formal and informal PCAOB investigations.
- Represent two Big Four accounting firms in SEC and DOJ investigations regarding stock option dating issues at their clients. Obtained dismissal of securities fraud class action claims against accounting firm based on stock option dating at firm’s clients.
- Represent Big Four accounting firm in subprime-related SEC investigation.
- Represent Big Four accounting firms in malpractice claim by former client regarding fraud at client’s overseas subsidiary, in malpractice claim by bankruptcy trustee, and in actions brought by Florida Department of Insurance on behalf of insolvent insurance companies.
- Represent major retailer in settled SEC enforcement action regarding vendor allowance payments.
- Represent professional services firm in DOJ and Inspector General investigations regarding billing practices.
- Represent accounting firm partner in civil litigation and DOJ and SEC investigations regarding Enron.
- Conduct internal investigations for various clients, including retailers and professional services firms.
- Trial counsel for China Big Four accounting firm in three-week hearing before SEC ALJ regarding China accounting firms’ inability to produce working papers directly to the SEC.
- Trial counsel for AT&T in securities fraud class action before a jury in Trenton, N.J., in which the class sought billions of dollars in damages. The case settled on favorable terms after three weeks of trial.
- Trial counsel for Big Four accounting firm in jury trial in the Southern District of New York. Former client brought malpractice claims based on rogue trading in client’s arbitrage strategies resulting in losses of $137 million. Jury returned a defense verdict.
- Trial counsel for Northern Virginia public technology company in arbitration hearing in which former officer brought employment and retaliation claims and the company brought claims for theft of trade secrets. Company prevailed on all claims.
- Trial counsel for family-owned business and officers in breach of fiduciary duty and contract claims in what was the then-longest civil jury trial in D.C. Superior Court.
Other Representative Matters:
- Represent audit committee in investigation regarding auditor independence issues
- Represent audit committee in investigation regarding tax issues and disclosure issues in merger
- Obtained dismissal with prejudice on behalf of public Virginia corporation in shareholder derivative action in Fairfax County Circuit Court
- Represent officers in putative securities fraud class action in In re NII Holdings, Inc. Sec. Litig. (E.D. Va.)
- Obtained dismissal with prejudice on behalf of China Big Four accounting firm of securities class action in the Southern District of New York
- Represent company in securities fraud class action In re Optical Cable Corp. Sec. Litig. (W.D. Va.)
- Represent company and officers in securities fraud class action in In re PSINet Inc. Sec. Litig. (E.D. Va.) Case settled on favorable terms during a two-day mediation
- Represent accounting firm in securities fraud class action In re Orbital Sciences Sec. Litig. (E.D. Va.)