Securities Litigation & SEC Enforcement

Featured Publication:

Supreme Court Declares Unconstitutional SEC’s Admin Courts Hearing of Fraud Cases When Seeking Civil Penalties [Alert]

Joe Dever and Alex Cohen discuss the U.S. Supreme Court's recent decision in SEC v. Jarkesy, which declared the SEC’s use of in-house administrative courts for seeking civil penalties against securities fraud defendants unconstitutional, limiting the SEC’s enforcement powers and raising questions about other agencies' authority.

More

Litigation and arbitration in the securities and financial services industry is continually evolving, and securities enforcement priorities are constantly shifting. Businesses today must be prepared at all times to respond to actions by government agencies, self-regulatory organizations, shareholders, and customers. Companies may confront litigation, investor disputes, government investigations, or enforcement proceedings, all of which carry the threat of business disruption, economic cost, and injury to reputation and investor relations. At Cozen O’Connor, we have a deep understanding of our clients’ business interests and are adept at achieving swift and seamless resolutions to major securities-related disputes and investigations.

The firm serves public and private companies, broker-dealers, investment advisers, hedge funds, private equity and venture capital funds, officers and directors, as well as municipal securities issuers, underwriters, and advisers. Our attorneys regularly appear in state and federal courts throughout the country, defending clients in class action securities and shareholder derivative actions. They represent clients in arbitrations, investigations, examinations, administrative proceedings, disciplinary hearings, and other regulatory matters brought by the U.S. Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the Commodity Futures Trading Commission (CFTC), securities exchanges, and state regulatory authorities. They also conduct internal investigations and counsel management and boards of directors on all types of securities industry matters.

Cozen O’Connor attorneys base their advice on a thorough understanding of each client’s unique business model, circumstances, and specific goals. Whether the optimal approach is negotiating an early settlement, filing motions to dismiss or summary judgment, or contesting class certification, our attorneys pursue these goals with a high rate of success. In some instances, of course, securities disputes must go to hearing or trial. When that occurs, our team of experienced attorneys is ready. Cozen O’Connor attorneys have full command of the necessary disciplines — federal securities laws, state “blue-sky” laws, investment company and investment adviser laws, applicable arbitration rules, corporate governance laws, and securities-related white-collar criminal laws. Moreover, they are seasoned trial and arbitration attorneys who remain effective and innovative throughout complex proceedings.

Legal practitioners and clients sometimes approach securities and financial services litigation fatalistically, believing that these cases must be prolonged, expensive, and distracting affairs. Our attorneys reject that assumption. Our goal is not simply to secure positive results for our clients, but to do so efficiently, discreetly, and with minimal business disruption.

SERVICES

Securities Litigation and Arbitrations

  • Defend complex shareholder class actions arising under Section 10(b) of the Securities Exchange Act of 1934 and Sections 11 and 12 of the Securities Act of 1933
  • Defend shareholder derivative actions arising under Delaware and other state corporation laws for breach of fiduciary duty, self-dealing and corporate waste
  • Defend broker-dealers and their registered representatives in securities industry arbitrations brought by public customers before FINRA’s dispute resolution forum
  • Defend and prosecute intra-industry disputes between FINRA member firms

Enforcement Investigations and Regulatory Matters

  • Represent clients in investigations, examinations and regulatory matters brought by the SEC, FINRA, and other industry regulators and agencies
  • Counsel clients through all stages of formal and informal investigations, from subpoenas for documents and witness testimony through the “Wells” process, settlements and litigation
  • Defend clients in contested SEC administrative proceedings and FINRA disciplinary hearings and appeals
  • Handle clients’ FINRA membership and registration issues and prepare change of business applications
  • Review client’s compliance programs and written supervisory procedures and conduct training programs to proactively help prevent regulatory problems before they occur

CLIENTS

  • Public and private companies, officers and directors, boards of directors, audit and special litigation committees
  • Broker-dealers, investment advisers, compliance personnel and registered representatives
  • Hedge funds, private equity and venture capital funds
  • Municipal securities issuers, underwriters and advisers

TEAM

Our team is made up of experienced securities and financial services attorneys, including a former Assistant Director from the SEC’s Division of Enforcement, several former Assistant U.S. Attorneys, members of the prestigious American Law Institute and fellows of the American College of Trial Attorneys, and the American Board of Criminal Lawyers. Our litigators trained at some of the nation’s best law schools and clerked for federal court judges, including a Justice of the U.S. Supreme Court.

In today’s environment, companies may have to simultaneously respond to government investigations, arbitrations and civil litigation. Parallel actions frequently raise interdisciplinary legal questions. Cozen O’Connor actively incentivizes cross-practice consultation and our securities litigators routinely collaborate with their colleagues in the white collar criminal defense and corporate securities practices.

The firm’s Washington D.C.-based bipartisan Public Strategies group is also available to represent clients when sensitive business matters provoke government or public response. Their services include advocating for clients before legislative and executive branch officials, crafting sophisticated and thoughtful messaging and coordinating public and legal strategies. A win in the courtroom is not enough; we want to make sure that our clients come through any dispute with their reputation and relationships intact.

Share on LinkedIn

Experience

Securities Enforcement and Regulatory Defense

Represented two former employees of a major Wall Street investment bank in connection with an investigation by the NY Attorney General’s Office into Residential Mortgage Backed Securities (RMBS).

Represented a municipal authority in connection with a municipal bond tender offer investigation by the SEC Enforcement Division.

Represented an investment banker in connection with a market manipulation investigation by the SEC Enforcement Division.

Represented a registered broker-dealer firm in connection with an examination by the SEC Broker-Dealer exam staff.

Represented a registered investment advisory firm in connection with an examination by the SEC Investment Adviser/Investment Company exam staff.

Represented a Big Four accounting firm and, after Wells submission, convinced the Commission to reject staff recommendation to initiate enforcement proceedings.

Represented and obtained a favorable settlement for a bank director in an alleged insider trading investigation by the SEC.

Broker-Dealer Securities Arbitrations

Represented a broker-dealer firm in a FINRA arbitration against claims for unsuitability, breach of fiduciary duty and misrepresentation involving sale of variable deferred annuity invested in hedge fund subaccounts. 

Represented broker-dealer firm and registered representative in an NASD arbitration against claims for unsuitability, unauthorized trading, churning and research conflicts of interest. Caraway v. Merrill Lynch, NASD-DR (2001)

Represented broker-dealer firm and registered representative in an NASD arbitration against claims for unsuitability, unauthorized trading and churning. Hagy v. Merrill Lynch, NASD-DR (2001)

Represented broker-dealer firm and registered representative in an NYSE arbitration against claims for unsuitability, unauthorized trading and churning. Zaykowski v. Merrill Lynch, NYSE (2002)

Represented broker-dealer firm and registered representative in an NASD arbitration against claims for unsuitability, unauthorized trading and breach of fiduciary duty. Esterly v. Merrill Lynch, NASD (2002)

Represented broker-dealer firm and registered representative in an NASD arbitration against claims for unauthorized trading.  Moravek v. Merrill Lynch, NASD (2000)

Class Action Securities Fraud

Represented accounting firm in consolidated class action against publicly traded food brokering corporation, its officers, directors, investment bankers and accounting firm alleging claims under Section 10(b) of the Securities Exchange Act of 1934 and Section 11 of the Securities Act of 1933. In re: Suprema Specialties, Inc. Securities Litigation, U.S. District Court, DNJ (2003); Special Situations Fund, III, L.P. v. BDO Seidman, U.S. District Court, DNJ (2003)

Represented Big Four accounting firm in several 10b-5 class actions over the past 25 years, including the first 10b-5 class action ever to go to a jury trial. (Case settled after one week of trial.) 

Shareholder Actions

Represented officers and directors of public company in shareholder derivative action involving claims of breach of fiduciary duty and self-dealing following officers and directors’ conversion of class B shares of stock upon sale of company.  Roger Copland v. Fischer & Porter Co., Pa. Ct. Comm. Pleas (1993)

Represented public company in breach of contract action by former officer concerning provisions of shareholder agreement and underwriting lock-up restrictions for sale of stock obtained during company’s IPO.  Lawrence Husick v. Infonautics Inc., Pa. Ct. Comm. Pleas (1998) 

Represented privately held Delaware corporation in a Section 220 books and records action. G. William Carlson et al. v. CR Services Corp., Del. Ct. of Chancery (2002)

Represented publicly traded Delaware corporation and several officers and directors in shareholder derivative action involving breach of fiduciary duty claims.  Infinity Investors Limited v. Visual Edge Systems, Inc., Del. Ct. of Chancery (1999)

Publications

Supreme Court Declares Unconstitutional SEC’s Admin Courts Hearing of Fraud Cases When Seeking Civil Penalties [Alert]

July 02, 2024

Joe Dever and Alex Cohen discuss the U.S. Supreme Court's recent decision in SEC v. Jarkesy, which declared the SEC’s use of in-house administrative courts for seeking civil penalties against securities fraud defendants unconstitutional, limiting the SEC’s enforcement powers and raising questions about other agencies' authority.

A Helpful Reminder for Broker-Dealers Subject to Examination by the SEC [Alert]

July 02, 2024

Joe Dever and Alex Cohen discuss the SEC’s Division of Examinations' recently released risk alert, which highlights the examination process for broker-dealers, outlines risk-based factors for selecting firms and determining review scope, and provides a Sample Initial Information Request List targeting regulatory requirements and key risk areas.

Asserting 'Presence-Of-Counsel' Defense In Securities Trials [Law360]

December 01, 2023

Joseph Dever and Matthew Elkin contributed an article to Law360 discussing the presence-of-counsel defense, which was raised and limited in scope in the criminal trial of FTX founder Sam Bankman-Fried.

SEC Compliance and Enforcement Answer Book, Practising Law Institute (2023 ed.)

July 24, 2023

Joseph Dever, chair of the firm’s Securities Litigation and SEC Enforcement Group, co-authored Chapter 16: “SEC Market Manipulation Investigations” in the 2023 edition of SEC Compliance and Enforcement Answer Book, published by the Practising Law Institute and edited by Cravath, Swaine & Moore LLP.

SEC Adopts Final Rules for Share Repurchase Disclosure [Alert]

May 04, 2023

On May 3, 2023, the SEC adopted final rules that significantly increase insurers' disclosure obligations.

B.C.S.C. Provides Guidance on Investor Relations Disclosure in Social Media [Alert]

March 01, 2023

This decision provides guidance about what “clear and conspicuous” disclosure looks like, and what information is sufficient to satisfy the requirement.

SEC Adopts Amendments to Affirmative Defense to Insider Trading

December 16, 2022

The rule provides an affirmative defense to trading on the basis of MNPI pursuant to plans that are intended to meet the conditions of Rule 10b5-1.

The Final Rule on Recovery of Erroneously Awarded Compensation Has Arrived [Alert]

October 28, 2022

The SEC has adopted the final rule on recovery of erroneously awarded incentive-based compensation.

BCSC Reaches First-Ever Settlement Agreements for 52(2) Violation [Alert]

October 04, 2022

These recent settlement agreements are the first public application of IR-related disclosure and demonstrate the BCSC’s expectations of how 52(2) will apply.

SEC Finds 10b5-1 Trading Plan was Misused, Charges Tech Company Executives with Insider Trading [Alert]

September 29, 2022

The SEC found that tech company executives' 10b5-1 plan did not shield them from insider trading liability.

BC Court of Appeal: Bankruptcy Does Not Erase Monetary Securities Penalties [Alert]

August 16, 2022

In Poonian v British Columbia, the British Columbia Court of Appeal ruled that the fresh start policy does not extinguish fraud-related securities penalties in British Columbia.

BCSC Denies Driving Privileges to Enforce Securities Fraud Sanctions [Alert]

June 16, 2022

The BC Securities Commission dismissed an application to overturn a decision to deny a man a driver’s license after committing 62 counts of securities fraud.

SEC Suspends Trading in 15 Public Companies for Suspicious Social Media & Trading Activity [Alert]

March 04, 2021

Joe Dever and Luke La Rocca discuss the SEC's February 26, 2021 order that suspended the trading of securities in 15 OTC public companies due to questionable trading activity and social media promotions that the SEC suspects to have been part of a coordinated attempt to artificially inflate stock prices.

SEC Compliance and Enforcement Answer Book, Practicing Law Institute (2021 ed.)

January 15, 2021

Joe Dever, a member of Cozen O'Connor's Securities Litigation & SEC Enforcement practice groups, co-authored Chapter 16: “SEC Market Manipulation Investigations” of the 2021 edition of SEC Compliance and Enforcement Answer Book, published by Practicing Law Institute and edited by Cravath, Swaine & Moore LLP.

SEC Proposed Exemption Offers Regulatory Clarity For Unregistered Finders [Alert]

October 13, 2020

Seth Popick, Lindsey Stillwell, and Joe Dever discuss the SEC's proposed exemption to allow unregistered natural persons, referred to as finders, to engage in certain limited activities to assist issuers in raising capital from accredited investors.

Supreme Court Appears Unlikely to Further Curtail SEC Disgorgement Authority

March 06, 2020

Linda Regis-Hallinan and Joseph Dever discuss the Supreme Court case Liu v. SEC and the questions that the Justices asked that may point to which way the Court will rule.

In The News

Cozen O’Connor Lands Securities Enforcement Regulatory Attorney Alexander I. Cohen, Further Expanding its Securities Litigation & SEC Enforcement Practice in New York City

June 03, 2024

Cohen, who comes to the firm from Sidley Austin LLP, joins the firm as a member and will work out of its rapidly growing New York City office.

Bankman-Fried’s Legal Woes Extend Far Beyond Criminal Trial

October 10, 2023

Sarah Krissoff, a member of the firm’s White Collar Defense & Investigations group, and Joseph Dever, a member of the White Collar Defense & Investigations and Securities Litigation & SEC Enforcement groups, spoke with Bloomberg Law about the many civil and regulatory lawsuits crypto mogul Sam Bankman-Fried (SBF), who is accused of running a multibillion-dollar fraud at cryptocurrency exchange FTX, may be facing even if he beats the criminal charges.

Law360 Names Cozen O’Connor a Pennsylvania Powerhouse

August 23, 2023

Cozen O’Connor was previously named a Pennsylvania Powerhouse in 2022, 2018, and 2014.

Best Lawyers Honors More Than 200 Cozen O'Connor Attorneys to its Best Lawyers in America 2024 Edition

August 17, 2023

Best Lawyers selected 232 Cozen O’Connor lawyers from 24 of the firm’s U.S. offices for inclusion in the 2024 edition of The Best Lawyers in America.

Cozen O’Connor Introduces Oliver C. Hanson as Chair of its Canadian Corporate & Securities Litigation Practice

February 21, 2023

Hanson is widely recognized throughout Canada for delivering winning results for a host of clients involved in complex business issues and time-sensitive bet-the-company commercial disputes.

More Than 200 Cozen O’Connor Attorneys Named Best Lawyers and Ones to Watch

August 22, 2022

210 Cozen O’Connor lawyers from 24 of the firm’s nationwide offices for inclusion in the 2023 edition of The Best Lawyers in America.

Cozen O’Connor Secures FINRA Arbitration Win for Investment Bank

March 30, 2022

Cozen O’Connor securities litigators Joe Dever, Calli Padilla, and Harper Seldin recently obtained a complete defense victory in a $2.4 million FINRA securities arbitration.

In Corporate Crackdown, U.S. SEC Takes Aim at Executive Pay

October 22, 2021

Joseph Dever was quoted in an article published by Reuters that discusses how the SEC said it would revive a rule left unfinished from the 2007-09 financial crisis that would require U.S. listed companies to implement a plan to recoup executive compensation in the event they have to correct financial statements due to compliance failures.

How Cozen O'Connor Scored A Win For Investors In Ponzi Case

October 07, 2021

Matthew Elkin and Martin Bloor were quoted in a Law360 article that discusses Cozen O'Connor's victory for investors in a Ponzi case.

Cozen O'Connor Attorneys Win Securities Fraud Case in Del. Federal Court's First In-Person Trial

October 04, 2021

Martin Bloor and Matthew Elkin were quoted in an article published by the Delaware Court Insider, which discusses a securities fraud case victory.

Three Cozen O’Connor Attorneys Selected to Best Lawyers in Canada

August 26, 2021

Cozen O’Connor is pleased to announce that Best Lawyers has selected three Cozen O’Connor lawyers for inclusion in the 2022 edition of The Best Lawyers in Canada.

Cozen O'Connor Represents Underwriters in Cannabis Finance REIT Readies $100M IPO

February 03, 2021

AFC Gamma, a Florida-based real estate investment trust that finances cannabis ventures, set terms for a roughly $100 million initial public offering.

Cozen O’Connor Expands New York Corporate Governance & Securities Practice with the Addition of Mehrnaz Jalali

January 26, 2021

Jalali brings significant experience advising on corporate governance and securities disclosure and reporting on significant public equity and debt offerings, as well as a strong background in Environmental, Social, and Governance (ESG) matters. The Corporate Governance & Securities Practice has experienced significant growth in activity.

Ripple XRP is ‘unregistered security’ and here’s our suit: SEC

December 23, 2020

Joseph Dever was quoted in an article published by CoinGeek titled, "Ripple XRP is ‘unregistered security’ and here’s our suit: SEC."

Cozen O’Connor Continues its West Coast Expansion, Adding Three Veteran Southern California Litigators to its Los Angeles Office

March 04, 2020

Thomas Lombardi, Devin Donohue and Brett Watson — from one of southern California’s leading litigation boutiques Lombardi & Donohue — have joined the firm as members.

Cozen O’Connor Recognized As a Best Law Firm in 24 Practice Areas Nationwide, 106 Practice Areas Regionally

November 05, 2019

The U.S. News – Best Lawyers “Best Law Firms” rankings are based on a rigorous evaluation process that includes the collection of client and lawyer evaluations and peer review from leading attorneys in their field.

Contacts

Joseph Dever

Chair, Securities Litigation & SEC Enforcement

jdever@cozen.com

(212) 453-3916

People

Awards

Law360 Names Cozen O’Connor a Pennsylvania Powerhouse

August 23, 2023

Cozen O’Connor was previously named a Pennsylvania Powerhouse in 2022, 2018, and 2014.

Best Lawyers Honors More Than 200 Cozen O'Connor Attorneys to its Best Lawyers in America 2024 Edition

August 17, 2023

Best Lawyers selected 232 Cozen O’Connor lawyers from 24 of the firm’s U.S. offices for inclusion in the 2024 edition of The Best Lawyers in America.

Cozen O’Connor Recognized As a Best Law Firm in 24 Practice Areas Nationwide, 106 Practice Areas Regionally

November 05, 2019

The U.S. News – Best Lawyers “Best Law Firms” rankings are based on a rigorous evaluation process that includes the collection of client and lawyer evaluations and peer review from leading attorneys in their field.

125 Cozen O’Connor Attorneys Named to the Best Lawyers in America

August 22, 2018

One hundred twenty-five Cozen O’Connor lawyers from 20 of the firm’s national offices have been selected for inclusion in the 2018 edition of The Best Lawyers in America.

Related Practice Areas

Keep up-to-date with the latest news from Cozen O'Connor

Enter your City or Zip.

Probably shouldn't change this:
Sign up to receive alerts, publications, and event / webinar invites.

By submitting your contact information, you are giving Cozen O'Connor consent to contact you via email.