SEC Investigations and Enforcement Actions

Public companies, financial institutions and their respective officers and directors are often subject to investigations or proceedings before the Securities and Exchange Commission (SEC), self-regulatory organizations (SROs), such as the American Stock Exchange (AMEX), the New York Stock Exchange (NYSE) and the National Association of Securities Dealers (NASD), as well as the New York Attorney General's Office and other state regulators. For every formal enforcement proceeding, there are a dozen informal inquiries.

• In 2001, the SEC instituted 103 formal enforcement proceedings.
• In the first nine months of 2002, that number doubled.
• That number has increased as the provisions of Sarbanes-Oxley took effect, the oversight board was organized and the agencies hired additional staff contemplated by the Act.
• In 2006, the SEC initiated 914 investigations, 218 civil proceedings and 356 administrative proceedings covering a wide range of issues, including corporate financial fraud, abusive backdating of stock options, compliance failures at self-regulatory organizations and fraud related to mutual funds.

Orrick's lawyers have handled a wide variety of investigations and proceedings with the SEC and other similar governmental bodies, including:

• Accounting Irregularities/SEC Reporting
• FD inquiries
• Insider trading allegations
• Individual enforcement actions for financial fraud
• Books and record proceedings
• D&O bar proceedings
• Delisting proceedings
• Public/private securities offerings
• Market timing and late trading issues
• Diversion of corporate funds
• Market manipulation
• Management and supervisory issues
• Delisting proceedings
• Public/private securities offerings
• Market timing and late trading issues
• Diversion of corporate funds
• Market manipulation
• Management and supervisory issues
• Portfolio pumping
• Regulatory compliance matters

We deal with the staffs of the SEC, SROs and state regulatory authorities on a regular basis. Orrick's lawyers know the staff in Washington, D.C., San Francisco, New York and other regional offices. In fact, some of our lawyers are former staff members and federal prosecutors.