Boston SEC Defense Lawyers
SEC Defense Lawyers for Companies, Corporate Executives, and Other Insiders in Boston
The U.S. Securities and Exchange Commission (SEC) focuses its enforcement efforts in various high-priority cities around the country. Boston is one of these cities. For many years, Boston has been known as a hub of innovation, and this has caused the SEC to pay special attention to both startups and established companies in the area.
53 State Street Suite 500
Boston, MA 02109
When conducting its enforcement activities, the SEC examines not only companies’ practices, but company executives’ and other insiders’ practices as well. The SEC targets both publicly-traded and privately-held entities, and it routinely pursues administrative, civil, and criminal cases against the individuals involved in alleged securities law violations. At Oberheiden P.C., we have extensive experience representing companies and individuals as defense counsel in SEC matters, and several of our senior attorneys have prior experience prosecuting securities fraud cases for the federal government.
Representation for Corporate Executives and Other Insiders in all SEC Matters
We represent corporate executives and other insiders facing all types of allegations from the SEC. Much of our practice involves representing clients during SEC investigations, and we have resolved the substantial majority of our clients’ investigations without charges being filed. But, we have significant trial experience as well, and many of our lawyers have successfully litigated securities fraud cases from both sides.
Our SEC defense practice includes representing corporate executives and other insiders in Boston who are facing investigations and charges relating to alleged:
Federal securities laws prohibit corporate executives and other insiders from buying or selling a company’s shares based on material non-public (or “inside”) information. Insider trading can be prosecuted as either a civil or criminal offense depending on the nature of the allegations—specifically with regard to intent.
While there are several potential defenses to insider trading allegations, mounting a strategic defense requires an intimate understanding of both the relevant facts and the relevant law. For example, if an insider can show that he or she executed a trade pursuant to a “pre-arranged plan,” as defined in SEC Rule 10(b)5-1, this can serve as a complete defense regardless of any other circumstances involved.
Trades During Blackout Periods
Corporate insiders are prohibited from executing trades during blackout periods (unless the “pre-arranged plan” exemption or another exception applies). These blackout periods can arise due to pending SEC filings (since “[t]he Company’s announcement of its quarterly and annual financial results almost always has the potential to have a material effect on the market for the Company’s securities”) or other events. When facing allegations of unlawfully trading a company’s stock during a blackout period, corporate executives and other insiders will often be able to assert defenses similar to those available in other types of insider trading cases.
Trades During Mergers
Corporate mergers are events that can trigger trading blackout periods for insiders of both companies. As a result, both companies must provide adequate notice to their executives and other relevant personnel, and these individuals must avoid executing any prohibited trades during the blackout period. Discerning when a merger-related blackout period should begin is not necessarily a straightforward process, and many SEC cases involving insider trades during mergers hinge on whether a blackout period was in effect (or should have been in effect) at the relevant time.
Using Family Members to Trade
Generally, executives and other insiders cannot use their family members to execute trades that they are prohibited from executing themselves. In this “tipping” scenario, both individuals involved can potentially face prosecution for federal securities law violations. Oftentimes, the key questions in these cases center on what (if any) information the corporate insider provided and to what extent (if any) the family member relied on this information in executing the trade at issue.
Violations of Corporate Trading Policies
Along with executing prohibited trades during blackout periods and providing inside information to family members, various other violations of corporate trading policies can lead to SEC charges as well. All companies need to have comprehensive securities law compliance policies, and they must take reasonable steps to ensure that relevant personnel are aware of (and follow) these policies consistently. When violations occur, both the company and the individual (or individuals) involved can be at risk for facing administrative, civil, or criminal penalties.
Defending Against SEC Investigations and Charges
When representing companies, corporate executives, and other insiders in SEC matters in Boston, we take a comprehensive approach focused on achieving a favorable and cost-effective result. This approach begins with overseeing an internal investigation, and it concludes with executing a strategic defense designed to protect our client as fully and quickly as possible:
When facing scrutiny from the SEC, it is critical to have a comprehensive understanding of your (or your company’s) potential exposure. This necessarily entails conducting an internal investigation. This internal investigation should take place as soon as possible, and it should be executed with the guidance and oversight of outside counsel to secure the protections of the attorney-client privilege. We have extensive experience conducting and overseeing internal investigations focused specifically on alleged insider trading violations and other securities-related matters.
SEC Testimony and Document Production
The SEC relies heavily on its subpoena power to obtain testimony and documents during its investigations. When representing clients that have received SEC subpoenas for testimony, our lawyers work closely with our clients to ensure that they are fully and strategically prepared to testify in their own best interests. When representing clients that have received SEC subpoenas for document production, our lawyers ensure that our clients timely meet their production obligations without unknowingly and unnecessarily disclosing damaging or incriminating records.
Evaluating Potential Defenses
Based on the information uncovered during the internal investigation, the information sought in any SEC subpoenas, and other pertinent information sources, our lawyers will evaluate all potential defenses. As referenced above, there are several potential defenses to insider trading, blackout period trading, and other similar types of allegations. Once we identify the defenses our clients have available, we formulate comprehensive and cohesive defense strategies that take into account the practicalities and realities – both favorable and unfavorable – at hand.
Executing a Strategic Defense
Our goal in every matter involving the SEC is to fully protect our client against administrative, civil, and criminal sanctions. We never rule out viable defenses entirely, and we constantly reevaluate our defense strategies based on the circumstances presented. Our lawyers work directly with the SEC’s investigators and attorneys on behalf of our clients, and we work to systematically steer our clients’ investigations and enforcement proceedings toward our clients’ desired outcomes.
FAQs: Avoiding Charges and Penalties in SEC Matters
Who Qualifies as an “Insider” for Purposes of Insider Trading Compliance?
A corporate “insider” is anyone who has access to material, non-public information that has the potential to impact the value of the company’s shares. While corporate executives and in-house lawyers will typically be insiders, qualification as an “insider” is not based on a person’s title or position within the company. Family members, business associates, and others can potentially qualify as insiders as well.
What are Possible Defenses to Allegations of Insider Trading?
There are several possible defenses to allegations of insider trading. That said, all of these defenses are heavily dependent on the factual circumstances involved in any particular case. Some examples of possible defenses to insider trading include: no access to inside information, non-reliance on inside information, release of previously non-public information, piecing together usable information, trading pursuant to a pre-arranged plan, and trading based on the advice of legal counsel.
What are the Potential Consequences of an SEC Insider Trading Investigation?
SEC insider trading investigations can have severe consequences for the companies and individuals involved. Companies can face a variety of penalties if they fail to take adequate steps to prevent insider trading, while individuals charged with insider trading can face fines, other monetary penalties, and even federal prison time.
Should I Engage Defense Counsel if I Am Under Investigation By the SEC?
If you are under investigation by the SEC, you should engage defense counsel promptly. In virtually all cases, engaging defense counsel during the SEC’s investigation will afford the greatest opportunity to avoid unnecessary consequences. Your defense counsel can deal with the SEC on your behalf, explain the mistakes you need to avoid, and steer the investigation toward a favorable outcome.
Why Should I Choose Oberheiden P.C. for SEC Defense in Boston?
Oberheiden P.C.’s SEC defense lawyers are highly experienced on both sides of federal securities fraud cases. This includes cases involving allegations of insider trading, trading during blackout periods, and other similar types of violations. All of our lawyers have senior-level experience, and our practice is devoted to representing clients in high-stakes federal white collar matters.
Request an Appointment with a Boston SEC Defense Lawyer at Oberheiden P.C.
If you need an SEC defense lawyer in Boston, we encourage you to contact us promptly. To speak with a senior lawyer at Oberheiden P.C. in confidence, call 617-202-2912 or get in touch online now.