Securities & Capital Markets Litigation

Our attorneys pride themselves for deep transaction, regulatory, and investigation knowledge, business pragmatism, and tireless work ethic. We partner with our clients serving as trusted advisors to understand their needs. We bring an enterprise-wide perspective – not a fixation on a single matter – to our problem solving. Our clients appreciate our efforts to know their business, their perspective, and their goals to deliver comprehensive, cost-efficient solutions.

Our experiences with the SEC, FINRA, DOJ, CFTC, CFPB, CBT, and in the courts informs our approach to the financial services and shareholder disputes that form the core of our practice. We represent and advise public companies, broker-dealers, and banks as well as private equity funds, entrepreneurs, registered persons, business development companies, hedge funds, mezzanine funds, bank affiliates, mortgage brokers, and institutional investors. We understand capital markets businesses from investment banking to FICC trading to cross-border transactions.

In private litigation and arbitration, we have defended clients in high-profile shareholder class actions under the 1933 Act, the 1934 Act and states’ securities laws. We have litigated retail cases of suitability, churning, disclosure, and fraud. We have advised and defended public and private company boards of directors in securities and fiduciary duty challenges to multi-billion dollar mergers and other transactions. We have represented an international bank in the industry-wide FOREX litigations.

In government investigations and proceedings, we have defended all manner of systemic risk-related FINRA disputes, Department of Justice, SEC, CFTC, and state securities regulatory investigations and proceedings. We have represented clients with respect to allegations tied to LIBOR, “pay to play”, market manipulation, antitrust, and spoofing.

Transactional & Advisory Resources

Our lawyers work together closely. Integrating with our corporate services, we regularly represent clients in initial and secondary public offerings, high-yield and investment-grade debt issuances, Rule 144A financings, exchange offers, convertible debt issuances, private placements, tender offers, project financings, and other liability management transactions. We also counsel other key parties in public offerings and private placements, such as underwriters, placement agents, institutional investors and selling shareholders, as well as those providing credit support on debt issues through guarantees, surety bonds and letters of credit. For companies planning an initial public offering ("IPO"), we work closely with issuers, their accountants and investment bankers in connection with all phases of the IPO process.

Subject Matter Listing

• 1933 Act and 1934 Act
• State securities acts
• Commodities Exchange Act
• Sarbanes-Oxley
• Unsuitability
• Unauthorized trading
• Churning
• Embezzlement
• Check kiting
• Whistleblower
• Cartel behavior
• Failure of controls or inadequate controls
• RESPA
• Mortgage servicing
• Market manipulation
• Benchmark collusion
• FDCPA
• TILA
• High value customer disputes
• Broker selling away
• Raiding and Protocol disputes
• Trade secrets & confidential information
• Fiduciary duty
• Insider trading
• Failure to supervise
• Collusion
• Qui tam claims
• M&A disclosure and process
• Spoofing

Representative Work

Representative Securities & Capital Markets Government Matters

• Led the response of the Bank of America to all LIBOR and reference rate investigations and reviews globally in North America, Europe and the Asia Pacific region
• Led the response of the Bank of America to all FX investigations and reviews globally. See, In the Matter of Bank of America, AA-EC-14-99 (O.C.C. November 16, 2014)
• Co-counsel defending Swisher Hygiene Inc. in the DOJ’s investigation of accounting fraud by the company settled by deferred prosecution agreement. United States v. Swisher Hygiene, Inc., 3:15-cr-237 (W.D.N.C. 2015)
• Represented the first person or company indicted for securities fraud by North Carolina in connection with the sale of crypto currency derived, alleged unregistered securities. Resolved civil enforcement action by settlement. State criminal case with forfeiture dismissed. State v. Calabro, 18-CR-090131 (Guilford Co., N.C.)
• Represented an international financial institution in connection with an investigation in connection with proceedings brought by Brazilian tax authorities into bribery of Brazilian federal administrative tax judges (“Operation Zealots”), including FCPA implications, and defense of the resulting renewed tax cases
• Defense of an international bank subject to two separate European Commission proceedings alleging cartel conduct in connection with market making for certain bonds
• Successfully represented broker-dealer in N.C. Securities Commission investigation of potential senior abuse related to automatic rollovers and fees for certificates of deposit. No action letter issued
• Successfully represented broker-dealer’s financial advisor in FINRA investigation related to disclosure of outside business activities and private securities transactions
• Represented broker-dealer in FINRA investigation of its prime brokerage client’s potential short selling, resulting in no action against broker-dealer as to its policies and procedures involving that client’s account
• Successfully represented broker-dealer and various branch managers in FINRA investigation of supervision and termination of registered representative and his team arising from unauthorized trading and improper odd lot trading
• Represented broker-dealer in CFTC investigation (New York office) regarding possible market manipulation in the cash commodities markets, involving allegations of wash trades, false reporting, and material misrepresentations
• Currently representing broker-dealer in a CFTC investigation (Chicago office) investigation regarding possible market manipulation in energy markets
• Counsel for a large financial institution, including certain interviewed employees, in connection with investigations by DOJ and the SEC into the collapse of an international company. The financial institution provided investment banking services in connection with the leveraged buyout (LBO) take-private transaction. Former senior executives of the LBO company have been indicted
• After the ICIJ’s Panama Papers disclosures, conducted an international bank’s review and response to investigations in Europe, Asia Pacific, North America, South America and elsewhere
• Counsel for a large financial institution, including certain interviewed employees, in an investigation by DOJ into securities and accounting fraud at a large transportation company, which was our client’s customer
• Counsel for a large financial institution, and certain employees, in an investigation by the U.S. State Department and a U.S. Attorney into possible immigration fraud by a vendor for the financial institution
• Counsel for Merrill Lynch Commodities, Inc. in a recent DOJ settlement of spoofing in the precious metals market
• Counsel for Eli Global LLC, Global Bankers Insurance, and certain affiliates in N. C. state and federal investigations of alleged bribery, false statements, and financial misconduct involving billions of dollars
• Counsel for Bank of America in its negotiated resolution of OCC and Federal Reserve FX trading controls investigations
• Counsel for an international financial institution responding to multiple subpoenas from the Office of the Special Counsel’s Russia investigation

Representative Securities and Capital Markets Private Litigation and Arbitration

• Contant v. Bank of America, et al. Case No. 1:17-cv-03139 (S.D.N.Y.); Allianz Global Investors GMBH, et al. v. Bank of America Corporation, et al., Case No. 1:18:cv-10364 (S.D.N.Y.); In Re Foreign Exchange Benchmark Antitrust Litigation, Case No. 1:13-cv-07789 (S.D.N.Y.). We are lead defense counsel for Royal Bank of Canada in the forex antitrust class and mass actions pending in the U.S. District Court for the S.D.N.Y.
• In re Pike Corp. Shareholder Lit., 2015 NCBC LEXIS 94 (2015).  Represented company and its board in consolidated shareholder class action lawsuits alleging securities fraud in a go-private transaction. Following successful motions practice obtained favorable settlement of all claims
• Corwin V. British American Tobacco PLC, 251 N.C. App. 45 (2016). Successfully defended the special committee of the board of directors against state law claims of breach of fiduciary duty in connection with BAT’s purchase of the majority stake in Reynolds Tobacco that it did not own, which were based in part on allegations BAT controlled Reynolds Tobacco and influenced its transaction decisioning
• In re Lehman Brothers Bankruptcy. We successfully litigated and negotiated the wind-up and liquidation of a complex derivative-based swaps transaction on behalf of a public entity borrower in which Lehman Brothers was the counterparty, challenging Lehman’s market quotation termination and setoff defenses and defending our client’s pricing against allegations of collusion and fraud
• Successful defense of a major broker-dealer and registered representatives against allegations of unsuitable investment recommendations arising from allegedly improper recommendations to invest in the broker-dealer’s mutual funds
• Post-Protocol, we secured an arbitration award on behalf of a brokerage client enforcing confidentiality and non-competition provisions and awarding damages based upon a contract breached by one of its former registered representatives
• Beam, et al. v. Sunset Financial Services, Inc., et al., FINRA Case No. 17-01340 (Sept. 26, 2018 Award). Achieved dismissal of all claims asserted against national broker-dealer client in FINRA arbitration concerning purchase of millions of dollars of alternative investments
• Secured summary judgment in favor of our broker-dealer client in collective action stemming from $100,000,000 check-kiting and Ponzi scheme and alleging failure to monitor, AML violations, and violations of the Bank Secrecy Act.  Whittington, et al. v. Morgan Stanley Smith Barney, et al., 2012-CV-01206 (N.C. Super. Ct.)
• Won a FINRA arbitration and Department of Labor proceeding defending a client against multi-million dollar Sarbanes-Oxley and state law claims brought by a terminated trading employee who alleged he was terminated for whistle-blowing. Martin v. Banc of America Securities FINRA No. 08-00319; Martin v. Bank of America Corp., Case No. 2009-SOX-00002 (U.S. Dept. Labor)

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Our attorneys are thought leaders. Our lawyers have taught courses at Duke University School of Law and Wake Forest School of Law to help train the next generation.

We serve as panelists in continuing education events for the Bar and for industry leadership at SIFMA and other top industry and education events.

We have been published by prestigious law reviews and media such as The New York University Law School, Annual Survey of American Law, Bloomberg, Westlaw, Inside Counsel, American Banker, Corporate Compliance.