Shulman Rogers Government Investigations Practice. By: Jacob S. Frenkel, Chair Date: January 13, 2016

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1 Shulman Rogers Government Investigations Practice By: Jacob S. Frenkel, Chair Date: January 13, 2016

2 Government Investigations: White Collar Crime Worst case scenario Yes, it can end badly 2

3 Revolving Door Knowing the Inside Jacob Frenkel Russell Duncan Jeffrey Holik Paul Huey-Burns Joel Schwartz Allison Baker-Shealy 3

4 White Collar Crime White-Collar Crime 4

5 Guess the WCC 5

6 Criminal Authorities Department of Justice Department of Homeland Security State criminal authorities Local criminal authorities International bodies Others, including Congressional Committee investigations 6

7 Investigations Subpoena response Testimony Wells Response Settlement Negotiations Litigation Civil Actions -- Federal Court Administrative Proceedings Securities Enforcement 7

8 Corporate books and records Accounting Fraud Fraud Securities Violations Ponzi Schemes, Pyramid Schemes Material Misrepresentations and Omissions Manipulations - Pump and Dump Insider Trading Foreign Corrupt Practices Act (FCPA) Sale of Unregistered Securities Conflicts of Interest Brokers-Dealers and Finders Investment Advisors Insurance Agents 8

9 Individuals Securities Investigations/Actions Whom We Represent: Officers, directors, managers of public companies People associated with regulated entities (broker-dealers, investment advisers, funds, hedge funds, insurance agencies, etc.) Persons who find themselves in an investigation Companies Public companies Private entities Regulated entities Others Audit committees 9

10 Financial Services Industry Enforcement Securities and Exchange Commission (SEC) Banking regulators (Fed, OCC, FDIC, etc.) Financial Industry Regulatory Authority (FINRA) Commodity Futures Trading Commission (CFTC) Public Company Accounting Oversight Board (PCAOB) Consumer Financial Protection Bureau (CFPB) Stock Exchanges (NYSE, NASDAQ Market) Internal Revenue Services (IRS) Federal Trade Commission (FTC) States (Civil) Certified Financial Planning Board (CFPB) 10

11 Internal Investigations Experience in civil and criminal investigations from the defense and regulator perspective is a natural fit for conducting effective internal investigations when issues are identified. Conducted shadow internal investigation for Board of Directors of NYSE listed company. Disproved all investigative findings of a Special Committee by finding exculpatory and corroborating evidence that had been ignored by Special Committee's forensic team. Led internal investigation for Audit Committee of NYSE-listed real estate development company and discovered possible corruption of municipal official. Conducted internal investigation for Audit Committee of NASDAQ-listed infrastructure company into allegations of embezzlement in overseas operations and possible corrupt payments in high-risk jurisdictions. Led internal investigation for high profile not-for-profit organization to address allegations of misuse of corporate assets by senior corporate official. 11

12 Securities and Governance Litigation Securities Litigation Independent credit rating agency client and its president defended in SEC Administrative Proceeding; Sued the SEC to move case to federal court Governance Soccer Mom case a hijacked Board 12

13 Proactive and Preventive Counseling Corporate Compliance Design compliance programs and risk assessments Provide insights into scope and implementation of rule changes Conduct mock examinations Perform in-house compliance training Stay on top of the regularly communicated expectations of government and other regulators Knowing what s coming enables us to assist clients with getting policies, procedures, and implementation documentation in order Address whistleblower complaints and policies 13