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Dow Jones Defense Attorneys

Our Former DOJ Prosecutors and Career Federal Defense Lawyers Represent Dow Jones Companies in Investigations, Enforcement Matters, and Litigation

John W. Sellers
Attorney John W. Sellers
Dow Jones Defense Team Lead
Former DOJ Trial Attorney
envelope iconContact John

Listing on the Dow Jones Industrial Average (DJIA) and other Dow Jones indexes affords significant benefits to the United States’ biggest and most promising companies. Along with increased exposure, the desirability of investing in Dow Jones companies for retail investors means that companies listed on the Dow Jones indexes have an active market for their securities that typically facilitates long-term upward movement.

As a result, getting delisted from the Dow Jones is a major issue. In many cases, companies facing delisting from the Dow Jones will be at risk for federal enforcement action or civil litigation as well, and the compounding effects of facing scrutiny on multiple fronts can trigger substantial losses. At Oberheiden P.C., we defend Dow Jones companies on all fronts, protecting our clients’ listing status, reputation, and finances to the fullest extent possible.

Highly Experienced Dow Jones Defense Lawyers

To represent our Dow Jones clients effectively, our federal securities defense lawyers rely on their relevant experience. Before entering private practice, several of our defense lawyers handled securities and white collar fraud cases at the U.S. Department of Justice (DOJ). This included cases in which companies were facing delisting in connection with allegations of misleading investors, facilitating insider trading, and engaging in other prohibited practices.

Our former U.S. Attorneys and Assistant U.S. Attorneys work alongside career federal defense lawyers who also bring their experience to the table. Our securities fraud defense team, led by founding attorney Nick Oberheiden, PhD, is well known for its successful handling of complex securities fraud investigations and related matters on Wall Street, in Washington D.C., and across the country.

Put our highly experienced team on your side

Dr. Nick Oberheiden
Dr. Nick Oberheiden

Founder

Attorney-at-Law

Lynette S. Byrd
Lynette S. Byrd

Former DOJ Trial Attorney

Partner

Brian J. Kuester
Brian J. Kuester

Former U.S. Attorney

Amanda Marshall
Amanda Marshall

Former U.S. Attorney

Local Counsel

Joe Brown
Joe Brown

Former U.S. Attorney

Local Counsel

John W. Sellers
John W. Sellers

Former Senior DOJ Trial Attorney

Linda Julin McNamara
Linda Julin McNamara

Federal Appeals Attorney

Aaron L. Wiley
Aaron L. Wiley

Former DOJ attorney

Local Counsel

Roger Bach
Roger Bach

Former Special Agent (DOJ)

Chris Quick
Chris J. Quick

Former Special Agent (FBI & IRS-CI)

Michael S. Koslow
Michael S. Koslow

Former Supervisory Special Agent (DOD-OIG)

Ray Yuen
Ray Yuen

Former Supervisory Special Agent (FBI)

What We Do for Companies Listed on The Dow Jones Indexes

We serve as outside defense counsel for companies listed on the Dow Jones indexes in all matters. This includes (i) defending against delisting from the DJIA, (ii) defending against federal securities investigations and enforcement proceedings, and (iii) defending against stockholder litigation.

Defending Companies Against Delisting from The Dow Jones Indexes

Defending against delisting from the Dow Jones indexes is unlike defending against delisting from the Nasdaq and other exchanges. While these exchanges have extensive bodies of rules listed companies must follow to maintain their listed status, S&P Global plainly states that the Dow Jones is “not governed by quantitative rules.”

Instead, “a stock typically is added only if the company has an excellent reputation, demonstrates sustained growth and is of interest to a large number of investors [and, s]ince the indexes are price weighted, the Index Committee evaluates stock price when considering a company for inclusion.” As a result, S&P Global has the ability to delist companies “on an as-needed basis,” and “changes in response to corporate actions and market developments can be made at any time.”

However, since the number of companies listed on the Dow Jones is so few, companies at risk for delisting will typically have an opportunity to play an active role in S&P Global’s decision-making process. This is where having experienced defense counsel comes into play. By engaging counsel to work with S&P Global, understand the Index Committee’s thought process, and offer and clarify relevant information, DJIA companies may be able to avert the consequences of delisting.

As with most legal matters, when facing the prospect of delisting, prompt intervention is critical. The sooner companies insert themselves into the decision-making process, the more influence they can assert. Our lawyers are available to get to work immediately, and our lawyers can use their experience to deal with S&P Global and the Dow Jones effectively on your company’s behalf.

Defending Dow Jones Companies in Federal Securities Matters

We also defend Dow Jones companies that are facing scrutiny from the DOJ, U.S. Securities and Exchange Commission (SEC), and other federal authorities. This includes serving as defense counsel for investigations, administrative and civil enforcement proceedings, and criminal securities matters. Our lawyers have successfully resolved federal securities matters at all stages of the process, with the substantial majority of our clients avoiding civil or criminal charges.

Our securities defense practice includes representing Dow Jones companies in matters under:

  • Securities Act of 1933
  • Securities Exchange Act of 1934
  • Investment Company Act of 1940
  • Sarbanes–Oxley Act of 2002 (SOX)
  • Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

This includes everything from alleged disclosure violations (i.e., failure to include material information in 8-K, 10-K, and 10-Q filings) to allegations of maintaining false corporate books and records. Frequently, the decision to delist a Dow Jones company will hinge on the outcome of a federal law enforcement inquiry, and dealing with the DOJ or SEC effectively will be the first step toward preserving a company’s presence on the DJIA.

Defending Dow Jones Companies in Stockholder Litigation

Along with governmental litigation, we also represent Dow Jones companies in securities litigation with stockholders. This includes individual-plaintiff litigation as well as shareholder derivative lawsuits and securities class actions and multi-district litigation (MDL). Here too, a negative outcome can have negative implications for a company’s Dow Jones listing, so asserting a successful defense can be vital on multiple fronts.

We handle all types of stockholder litigation on behalf of Dow Jones companies. This includes (but is not limited to) litigation involving:

  • Allegations of accounting and investor fraud
  • Allegations of insider trading
  • Hostile takeovers
  • Initial public offerings (IPOs) of spinoffs and subsidiaries
  • Mergers and acquisitions

Just as stockholder litigation has the potential to trigger Dow Jones delisting, getting delisted can also lead to investor lawsuits. For companies that get delisted, we provide comprehensive and forward-thinking legal representation, including preparing for the possibility of a wave of lawsuits or large-scale class action or multi-district litigation on a nationwide scale. In these types of crisis scenarios, a strategic and cohesive approach is critical, and delisted companies need to be able to rely on their defense counsel to help them chart a path forward that preserves their financial viability and offers the opportunity to rebuild their reputation in the marketplace.

FAQs: Protecting a Company’s Listing on The Dow Jones Indexes

What Are the Different Dow Jones Indexes?

 

While people often refer to “the Dow Jones,” there are actually several different Dow Jones indexes. These indexes are managed by S&P Global, which also manages the S&P 500. The Dow Jones indexes are:

  • Dow Jones Industrial Average (DJIA)
  • Dow Jones Transportation Average
  • Dow Jones Utility Average
  • Dow Jones Composite Average
  • Dow Jones High Yield Select 10 Index
  • Dow Jones Industrial Average Yield Weighted
  • Dow Jones Industrial Average Equal Weight Index

Oberheiden P.C.’s defense lawyers represent companies listed on all seven Dow Jones indexes. If your company is at risk for delisting or in need of defense counsel for any other federal securities matter, we can help.

Why Do Companies Get Delisted from the Dow Jones Indexes?

 

S&P Global delists companies from the Dow Jones indexes for a broad range of reasons. While S&P Global does not maintain a set of quantitative rules that govern listing eligibility, some examples of issues that may lead to delisting under S&P Global’s qualitative approach include:

  • Accounting fraud
  • Corporate mismanagement
  • DOJ or SEC enforcement action
  • Stockholder litigation
  • Other significant legal and financial developments

Regardless of why a company is facing Dow Jones delisting, the company’s leadership team should engage outside counsel to evaluate the options that the company has available. Depending on the circumstances, it may be possible to avoid delisting—either outright or by understanding a series of remedial steps to satisfy S&P Global’s Index Committee that the company remains in good standing.

Can Companies Get Relisted on the Dow Jones Indexes?

 

While relisting is possible, it is far better for companies to take proactive steps to avoid delisting. Getting delisted also means getting replaced. So, to get relisted, not only must companies convince S&P Global’s Index Committee that they are worthy, but they must demonstrate that they are more worthy than a company that is presently listed.

Do Companies that Get Delisted from the Dow Jones Need to File with the SEC?

 

Generally, getting delisted from the Dow Jones will be considered a material event that triggers an obligation to file with the SEC. Depending on the timing, a company may be able to include information about its delisting in a 10-K or 10-Q, or it may need to file a “current report” using Form 8-K.

Can Companies Avoid Delisting from the DJIA and Other Dow Jones Indexes?

 

Yes, it is possible for companies that are at risk of losing their coveted positions on the DJIA and other Dow Jones indexes to avoid delisting. If your company’s listing is at risk, we encourage you to contact us promptly for more information.


Speak with a Senior Dow Jones Defense Attorney at Oberheiden P.C.

If you would like to speak with a senior defense lawyer at Oberheiden P.C. about your company’s Dow Jones listing, please contact us to arrange a complimentary initial consultation. Call 888-680-1745 or tell us how we can reach you online now.

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