Polsinelli’s regulatory enforcement and litigation attorneys represent clients before the Securities and Exchange Commission (SEC), the Department of Justice (DOJ), the Financial Industry Regulatory Authority (FINRA) state securities regulators and the offices of state attorneys general in civil and criminal matters. We represent public companies, broker-dealers, registered representatives, investment advisory firms, investment advisers, law firms, accounting firms, boards of directors and their committees, officers and directors during investigations and proceedings before agencies and in federal and state courts across the country.

Our lawyers have represented clients during investigations and proceedings related to:
  • Allegations of unregistered securities sales and securities fraud
  • Insider trading
  • Mutual fund market timing and late trading
  • SEC disclosure and reporting issue
  • Municipal finance
  • Accounting irregularities and restated financial statements
  • Valuation
  • Variable annuities
  • Unsuitable recommendations
  • Unauthorized trading
  • Supervisory deficiencies
  • Misappropriation of client funds
We have extensive experience representing clients in SEC investigations and enforcement actions, along with criminal investigations and prosecutions. Private plaintiffs often respond to regulatory investigations and proceedings by filing their own class and other civil actions seeking damages. Our attorneys have served as defense counsel in these class and civil actions and are adept at addressing the unique challenges created by parallel regulatory and civil proceedings and criminal investigations and prosecutions.

In litigation, our attorneys have substantial experience in a broad diversity of concerns in state and federal courts, including:
  • Securities class actions
  • Activist shareholder cases
  • Merger and acquisition lawsuits
  • Proxy contests
  • Tender offers
  • Derivative suits
  • Director and officer duties and liabilities
  • Indemnification of directors and officers
  • Minority shareholder oppression suits
  • Securities broker-dealer litigation and compliance
We routinely conduct internal investigations on behalf of boards of directors, audit committees and special committees. We have also represented individual officers, directors and employees during these investigations. Our attorneys work with clients to analyze the results of an internal investigation, and use our experience and judgment to recommend a proper course of action, including internal remedial actions and disclosure to government agencies. 
  • Represented the board of directors of a religious-based affinity foundation. The representation involved resolving the regulatory concerns of the SEC, the Arizona Corporation Commission (ACC) and other State securities regulators while working with the foundation’s board to preserve funds invested in this $560 million Ponzi scheme.
  • Represented the former president of a mortgage banker and its affiliated securities arm during a joint SEC and ACC investigation regarding the entity’s sale of over $500 million in investments.
  • Represented a retail pharmacy chain during an investigation conducted by the SEC and DOJ into allegations of “channel stuffing” by a drug manufacturer to inflate its financial position.
  • Defended the former CFO of a public company during an internal corporate investigation, the SEC investigation and the enforcement action filed against our client alleging accounting irregularities to inflate financial results and overstate net income in violation of the antifraud provision of the Securities Act and the antifraud and books and records provisions of the Exchange Act.
  • Defended the president of an international firm in an investigation and enforcement proceeding brought by the ACC involving allegations concerning unregistered securities and securities fraud arising out of the sale of approximately $350 million of universal leases relating to interests in Cancun hotels.
  • Defended corporate officers of public telecommunications company in derivative and securities suits alleging breach of fiduciary duty arising out of executive compensation and vesting of stock options.
  • Defended securities and wealth management firm in claims under Dodd-Frank, allegations of violations of securities laws and RICO.
  • Defended corporate officer of public corporate company against securities fraud claims.
  • Represented a broker-dealer during a FINRA investigation involving the sale of non-traditional ETFs.
  • Represented a trust company serving as the custodian of an RIA’s client assets during an investigation by the SEC into activity in the client accounts.
  • Defended an investment adviser in an SEC investigation and proceeding alleging misrepresentation of investment risks and failing to disclose a side compensation agreement involving a $10 million investment pool in violation of the Securities Act, the Exchange Act and the Advisers Act.
  • Represented a former vice president of investor relations for a public company during an SEC investigation involving concerns of insider trading.
  • Represented the former president of a trust company during an investigation conducted by the SEC and the New York Attorney General’s Office involving allegations of late trading of mutual funds.
  • Represented numerous firms and registered representatives in investigations and proceedings brought by FINRA charging violations of its rules concerning suitability, supervisory deficiencies, unauthorized transactions, misrepresentations and conduct inconsistent with just and equitable principles of trade.
  • Currently representing a state’s Attorney General in connection with a state criminal securities fraud prosecution and a parallel SEC enforcement action.
  • Successfully represented multiple individuals in connection with various SEC insider trading investigations.
  • Successfully represented multiple oil and gas promoters before federal and state securities regulators across the country to defend against allegations that their sponsored joint ventures constituted “securities” under federal and state law.
  • Obtained the dismissal of a state securities fraud lawsuit against a university’s physics professor sued as a result of work he performed on behalf of the school.
  • Successfully represented the former chairman of the board of a publicly traded company before the Delaware Chancery Court in a shareholder derivative action.
  • Successfully represented a $900 million manufacturing concern in connection with parallel criminal and SEC investigations involving allegations of accounting fraud and self-dealing.
  • Conducted an internal investigation on behalf of a major payday lender investigating allegations of insider trading, which investigation resulted in a self-disclosure to the Securities and Exchange Commission.
  • Represented a major Texas life insurance company in connection with allegations of inappropriate internal controls over financial reporting accounting and disclosure controls and procedures.
  • As pool counsel, represented eight former employees in connection with an SEC accounting fraud investigation.
  • Successfully represented the Chairman of the Board over one of the largest clearing houses in the world in connection with an SEC securities fraud investigation.
  • Represented publicly traded corporation and directors in a suit by activist shareholders seeking changes in corporate governance.
  • Defended class actions against corporate officers of software and communications companies involving claims of alleged securities fraud. The cases were all resolved on favorable terms.
  • Defended public pension entities sued for allegedly misrepresenting unfunded pension liabilities.