Venable LLP

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SEC Investigations and White Collar Defense

We represent corporations and individuals confronted with inquiries from regulatory and law enforcement agencies. Our clients are Fortune 500, mid-size and small companies and corporate executives in all phases of civil and criminal investigations by federal and state agencies.

We work on matters involving accounting irregularities, securities fraud, insider trading, money laundering and bribery, including proceedings arising from the Foreign Corrupt Practices Act.

In all cases, our goal is to avoid prosecution and reach a favorable resolution as quickly as the circumstances permit.

A WALL BETWEEN INVESTIGATIONS AND INDICTMENTS / SEC ENFORCEMENT ACTIONS

Someone in your company just received a subpoena.

Or the SEC has told you there’s going to be an investigation. How do you contain it? Should you conduct your own investigation? What are your options?

Your best option is to find out as soon as possible what the SEC (or FINRA or some other regulatory or self-regulatory entity) has in mind. Is this a routine inquiry or have you been targeted for a full-scale assault?

Our first advice: Take any investigation seriously. Often SEC investigations have other components, or they can pique the interest of other investigators. And practically any civil violation of securities laws can also be charged as a criminal violation.

Our goal is to get the investigation over with—so that you and your colleagues can go about your business.

Our approach can prevent regulatory inquiries from becoming criminal or enforcement matters.

We are proactive and aggressive in getting right to the crux of issues. Our experience in SEC matters aids in preventing regulatory inquiries from becoming criminal or enforcement matters. And our experience with Sarbanes-Oxley compliance helps clients establish internal controls and systems that assist in keeping their businesses out of the public eye.

We draw on the expertise of Venable attorneys—including four who have worked in the enforcement division of the SEC, two of them in senior positions—whose prior experience as prosecutors or government regulators assists corporate executives, boards of directors and audit committees in managing the risk of litigation and protects the client company’s reputation.

In short, we are very knowledgeable about the SEC’s agenda. We dig deep to find out what’s behind an investigation. We don’t wait to see where a matter will go. We push to make it go away. You hear from us before you hear again from the SEC.

Our knowledge of compliance procedures can help limit inquiries into your business.

We assist publicly traded companies in preparing filings with the SEC, including 1934 Act reports (e.g., Forms 10K, 10Q, 8K), Nasdaq and stock exchange compliance, Section 16 compliance, Sarbanes-Oxley compliance, 1933 Act registrations, 144A transactions, proxy statements and annual reports, proxy solicitations and contests, stockholder meetings, tender offers, Regulation FD (selective disclosure) issues, “non-GAAP” disclosures and compliance with the recently adopted Securities Reform Act.

When allegations of misconduct arise, our response is swift and thorough. Clients rely on our deep experience in criminal procedure to protect their rights throughout the litigation process.

Litigation
* Appellate Litigation
* Class Action Litigation
* Commercial Litigation
* Corporate Governance and Investigations
* Intellectual Property Litigation
* Labor and Employment
* Product Liability and Toxic Torts
* SEC Investigations and White Collar Defense

In an era in which “paper” litigation has become a way of life at most major law firms, Venable is still known for its trial lawyers. We churn out motions and other litigation paper with the best of them, but our core skills are preparing for trial and persuading judges and juries to agree with your view of the law and the facts.

We try cases in virtually every area of trial practice and across a wide range of issues. With more than 200 trial lawyers/litigators, we are large enough to handle any type of problem.

Many of us acquired our trial skills in the most demanding environment—in the trenches as assistant U.S. attorneys and as prosecutors for regulatory agencies on major cases. We know the courts and the regulatory agencies. In fact, more than 90 Venable attorneys have been on the “other side.” We understand how government prosecutors and regulators think. Having been there, we know how to operate successfully in the context of government inquiries and investigations.

INTEGRATED LITIGATION EXPERIENCE

What to expect when you work with Venable.

1. Insight that cuts to the heart of the matter sooner than you’re used to—from a team with the business and legal skills and experience you need to prevail.
2. Creative problem-solving that results in aggressive litigation tactics and trial strategies without ever losing focus on the big picture.
3. Practical problem-solving driven by your business context and what you want to achieve. We’re nimble, capable of navigating the bureaucracies of the largest and most complex companies.
4. Straight talk that helps you navigate the needless complexity of the legal and regulatory processes you face.
5. Unrelenting pressure on the other side, and on the court or agency, to resolve the case in your favor.
6. Efficient work habits and case management that deliver business solutions through litigation.

Skills to handle all types of disputes.

Commercial litigation.

Today’s highly competitive marketplace is increasingly leading corporate management teams to seek legal solutions through the court process. Venable litigators aggressively pursue and promote our clients’ interests in any dispute. Our attorneys represent regional, national and international clients, and regularly try cases through state and federal trial court systems. We assist clients in selecting and implementing the most appropriate and cost-effective form of dispute settlement—whether through court procedures or through various forms of alternative dispute resolution. We work effectively with clients and in-house counsel to devise and implement appropriate case management strategies. Working closely with other attorneys throughout Venable, our litigation attorneys have the resources and experience to handle complex matters across the broad spectrum of legal disciplines.

Class actions.

Venable has deep experience in large class action defense. We have served as lead counsel in class actions brought by private claimants and by government agencies. These cases have involved commercial, employment, product liability and a range of other issues. We have also served as co-counsel in class actions that have required extensive electronic discovery and statistical analysis. Our skill in handling a massive, four-year employment class action underscores our capacity to adeptly manage large cases. In what would have been the largest employment class action ever tried before a jury, Venable successfully defended a food service and facilities management company against claims of a certified class of more than 3,000 managers that alleged race discrimination. The matter was settled two days before jury selection.

Product liability and toxic torts.

With first-hand experience in the major cases of the past 20 years, Venable brings in-depth knowledge and experience to product liability and toxic tort litigation. As lead counsel, we have defeated individual suits and class actions based on a variety of mass tort claims. Both our clients and other law firms turn to us for our understanding of engineering and scientific issues, our knowledge of multiple industries and our ability to work with skilled practitioners to present sophisticated scientific concepts in plain language. Venable has managed local, regional and national litigation for Fortune 500 and other companies across the U.S. Our outstanding track record makes us a logical choice to be lead counsel or a key member of the defense team in any matter that hinges on causation of injury by a product of any type.

Labor and employment.

Our labor and employment attorneys counsel and litigate on behalf of mid-sized and large employers—unionized and non-union, public and private. We deal with every type of workplace issue, including collective bargaining, union avoidance, EEO claims and class actions, merger and acquisition labor cost reductions, wrongful discharge suits, Occupational Safety and Health Administration (OSHA), wage and overtime disputes, healthcare cost reductions, Employee Retirement Income Security Act (ERISA) and trade secrets/non-compete litigation. Venable has a large team of attorneys who focus on helping government employers deal with labor and employment issues, and we are at the forefront in defending employers against class actions.

SEC investigations and white collar defense.

Venable represents corporate executives and companies of all sizes in all phases of civil and criminal investigations by federal and state agencies. We help them respond swiftly, defend their rights, protect their reputations and manage the risk of litigation. We advise parties being investigated for accounting irregularities, securities fraud, insider trading and money laundering and bribery, including proceedings arising from the Foreign Corrupt Practices Act (FCPA). We are experienced in Securities and Exchange Commission (SEC) matters, Sarbanes-Oxley compliance and the full range of other current compliance requirements.

REPRESENTATIVE EXPERIENCE

Please visit www.Venable.com/litigationoverview for descriptions of representative experience involving litigation in such areas as class actions, product liability, labor and employment and more.

Venable’s trial lawyers never lose sight of the fact that our job is to help our clients prevail. In case after case, we use our knowledge of law and the courts, meticulous preparation, efficient case management and powerful, persuasive arguments to resolve litigation in our clients’ favor.

Venable LLP
750 E Pratt St #900
Baltimore MD 21202
Tel: 410-244-7400
Fax: 410-244-7742