LP’s Securities & Commodities Litigation attorneys have many years of experience representing institutions and individuals in the financial markets with respect to litigation, arbitration, regulatory enforcement proceedings, and investigations, and counseling clients on compliance and alternative investment strategies. The diverse backgrounds of our lawyers, which include former SEC enforcement attorneys, hedge fund managers, and registered representatives, enable us to represent participants in the securities and commodities markets effectively and efficiently in the full range of matters arising under federal and state law.
Our clients include:
- Broker-dealers (and associated persons)
- Investment banks
- Investment advisers
- Hedge funds
- Institutional investors
- Venture capital funds
- Private equity funds
- Commodities pools
- Public and private issuers
- Special committees
- Senior officers and directors
Primary Service Areas:
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Investment Experience
Our experience with investments and trading strategies extends to both exchange-traded and non-correlated products, including among many others:
- IPOs
- Hedge funds
- Debt instruments (munis, CMOs)
- Options and other derivatives (e.g, spreads, hedges and SWAPs)
- Mutual funds (A,B & C fund shares)
- Commodities and futures (energy cash market and futures, S&P index futures)
- Variable and fixed insurance products (variable annuities, equity indexed annuities)
- Life settlements
- LLCs, partnerships and other private placements
Our attorneys have represented financial industry clients in hundreds of securities litigation and arbitration matters, including individual lawsuits, intra-industry trade disputes, class actions, derivative actions, and mass actions, in federal and state trial and appellate courts around the country, as well as in arbitration proceedings before the NASD, NYSE, NFA, and AAA. Our attorneys also provide coordinated representation in complex cases, including concurrent enforcement actions and internal investigations. Our dedicated team of litigators offer financial institution clients courtroom experience complemented by in-depth industry knowledge.
Subjects we have prosecuted and defended for our clients include, among others:
- Hedge fund governance, redemption and lockup provisions
- Failure to supervise
- Improper sales practices (unauthorized or excessive trading, churning, suitability)
- Insider trading
- IPO spinning and flipping
- Analyst research and recommendations
- Market timing
- Regulation SHO and improper short selling
- Common law and statutory securities fraud
- Blue Sky violations
- Earnings management/accounting fraud
Our attorneys understand that the initiation of an investigation and filling of an enforcement action by a regulator can severely impact our client’s business reputation and disrupt operations. We have successfully defended both institutional and individual clients (including associated persons, officers, and directors) in the full range of proceedings initiated by the SEC, CFTC, NASD, NYSE, state attorneys general, and state securities agencies. We are experienced at defending every stage of these matters – from the informal inquiry, the formal investigation process such as document production and witness interviews, to the “Wells Notice,” administrative proceedings, civil trials and appellate review, if necessary.
We have also assisted boards of directors and special committees of public companies in executing internal investigations of potential violations of securities laws and breaches of fiduciary duties by corporate officers and directors. Our depth of experience and appreciation of the various constituencies involved with internal investigations has enabled us to respond quickly and efficiently to these urgent matters.
Subjects we have defended for our clients as well as conducted internal investigations include, among many others:
- Insider trading
- Manipulation involving long and short-side manipulations in the securities and futures markets
- Invalid initial public offerings, registration statements and private placements
- Misuse of employee stock and stock option plans
- False price reporting
- Excessive markups and markdowns
- Failure to execute trades consistent with investment strategy and standing orders
- Failure to supervise outside business activities
- IPO allocations (spinning and flipping)
- International stock arbitrage by hedge funds (market timing)
- Research analyst independence
- Broker-dealer registration
We work within the unique time pressures involved in the employment and recruitment of registered persons. Our attorneys have represented broker-dealers, their affiliates and associated persons in connection with employment and recruitment matters in federal and state courts around the country swiftly and effectively to obtain or prevent the imposition of temporary restraining orders as well as in the ensuing arbitrations. We have substantial experience in a wide range of securities-related employment disputes, including:
- Misappropriation and misuse of trade secrets
- The Computer Fraud and Abuse Act
- Restrictive covenants (non-solicit, non-accept, and non-compete agreements)
- Tortious inducement to breach fiduciary duties
- Group hires (or raiding)
- Constructive discharge and wrongful termination
- Separation and employment agreements
- Compensation and book of business valuations
- Defamation
- Whistleblower status
- Discrimination, sexual harassment and hostile work environment
- Promissory notes and other inducement agreements
Our attorneys understand the increasingly complex regulatory environment facing our clients. We have counseled and advised clients to develop manuals, policies and procedures, reviewed existing procedures and operations to prevent violations, implemented remediation programs, consulted on complex trading strategies, and provided training with respect to:
- Regulatory audits and inspections
- Electronic document retention, review and destruction
- Supervisory procedures
- Independent contractors and outside consultants
- Conflict of interest review
- New and complex product analysis (e.g., life settlements, equity index annuities)
- Registration and licensing, filing and disclosure (e.g., IA/RR, Forms U-4 / U-5)
- Outside business activities and selling away
- Wholesaling and sales agreements
- Anti-money laundering, OFAC and FCPA
- Regulation S-P
- Regulation FD
- Section 13 and Section 16 disclosures
Given our business and litigation experience with hedge funds and other alternative investment platforms, we are well positioned to help our clients avoid litigation in the first instance. Accordingly, we routinely advise institutional clients on issues unique to investing in hedge funds and other Private Equity investments. We have also counseled domestic and foreign hedge funds, their fund managers and other sub-advisers in dealing with investor issues. Subjects we have consulted on include:
- Due diligence involving investment risk, operational risk, litigation risk and other red flags
- Disclosure items in PPMs and Operating Agreements (investment strategy, allocation)
- Representation of performance statistics
- Distributions, redemptions, withdrawals, lockups and gating provisions
- Accounting, audits and suspension of monthly NAV calculation