Mayer Brown regularly represents corporate and individual clients in civil and criminal securities-related matters before the complete array of securities regulators and governmental bodies worldwide. Our practice covers four broad areas:

Regulatory Enforcement and White Collar Defense
Corporate Compliance
Financial Services Regulation
Accounting and Auditing Compliance

Regulatory Enforcement and White Collar Defense
Given their prosecutorial and regulatory experience, our lawyers have been successful in convincing regulators not to institute enforcement actions against our corporate and individual clients. We have also helped clients reach favorable settlements. In doing so, we seek to avoid litigation and the attendant risk, expense, and adverse publicity. Where settlement is not possible, our lawyers take on the government in civil, criminal, and administrative proceedings.

Representing clients in complex civil litigation arising under the full range of laws and regulations governing public companies and the financial services industry is central to our enforcement practice. Reflecting the firm’s unique combined enforcement and litigation experience, our lawyers are frequently retained near the culmination of an investigation to assess client options and develop the most effective litigation or settlement strategy. As a result, we have litigated extensively and successfully against the SEC and other government regulators and SROs. In the United Kingdom, our lawyers have experience in representing companies and individual officers in regulatory investigations and proceedings brought by the FSA. This covers a broad range of matters, including market abuse, listing rule breaches and financial promotions. We have broad experience in private securities litigation, having handled many securities fraud, class action, and shareholder derivative suits in federal and state courts nationwide. We also defend senior executives and other individuals in class action litigation alleging violations of the securities laws and RICO.

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Corporate Compliance
Mayer Brown’s enforcement team often conducts independent internal investigations on behalf of corporate management, boards of directors, government agencies, and other investigators, and reviews internal policies and procedures for compliance with regulatory standards. We also assist clients with securities-related investigations by the SEC, DOJ, state and federal grand juries, and the various state attorneys general. Audit committees and individual corporate directors seek our advice on fiduciary responsibilities, Sarbanes-Oxley compliance, and financial reporting obligations. Along with our enforcement and litigation practices, lawyers with in-house experience at major brokerage firms also provide advice on compliance with federal and state securities laws, SRO rules, trading activities, and supervisory policies and procedures.

We provide compliance counseling to corporate management, boards of directors and board committees that encompasses such sensitive issues as:

• Corporate governance matters, including certification issues, legal, compliance and fiduciary duties and board oversight responsibilities

• Stock options backdating and related tax, benefits, securities litigation and white collar concerns, as well as the disclosure of special investigations and financial improprieties

• Regulation FD’s requirements on communications with analysts and the investing public

• Alleged trading of securities by corporate executives on the basis of material non-public information and related defense in civil injunctive litigation.

Financial Services Regulation
We advise clients from more than 20 different countries on operations and structure, strategic initiatives, supervisory compliance, enforcement defense and litigation. Clients rely on us for our comprehensive geographic presence and proven experience in banking, broker-dealer, investment management, hedge fund, private equity investment, and insurance regulation.

Financial Institutions
Mayer Brown combines cross-border capabilities and an integrated practice approach to helps global financial institutions to assess new ventures and to structure and expand their operations. We advise them on the most appropriate location for these new or expanded ventures and choice of charter or license for establishing and conducting their desired business. We are leaders in mergers, acquisitions, reorganizations and divestitures involving financial institutions, and have worked on several significant transactions over the last decade. Clients involved in multi-jurisdictional regulatory proceedings or investigations consistently benefit from our integrated global network. Within the United Kingdom and elsewhere, we provide advice and representation in banking regulatory issues including money laundering sanctions.

We handle the full range of bank regulatory compliance and examination matters. In the United States, we advise our clients on the principal regulatory application and review requirements under federal and state laws (including the Bank Holding Company Act, the National Bank Act, the International Banking Act, the Change in Bank Control Act, the Home Owners' Loan Act, and state change-in-control requirements, among others). A number of our important representations have involved anti-money laundering (USA PATRIOT Act) and sanctions (OFAC) compliance on behalf of international banks that provide cross-border payment and transaction services.

As a result of our experience with and understanding of regulatory and compliance issues worldwide, we are frequently called upon to monitor, assess, and help shape evolving legislative and regulatory requirements in Europe and the United States. For example, we have been involved in the development and implementation of the Basel capital standards and also regularly advise clients on strategies for enhancing and maintaining regulatory capital standards (particularly regarding securitization transactions) in the jurisdictions where they operate. The firm is known for providing insightful advice and solutions to the financial, restructuring, regulatory and dispute resolution concerns that arise when subprime-related collateralized debt obligations (CDO) become distressed.

Investment and Securities Firms
We have represented mutual fund complexes, chief investment officers, compliance officers and portfolio managers in controversies over asset allocation, fund disclosure, conflicts of interest, unauthorized investments, supervisory standards concerning sub-advisers, compliance and audit functions, IPO allocations and investment performance reporting. Our lawyers also advise investment company directors on their fiduciary responsibilities concerning fund management oversight, and apply our experience in defending against government investigations to internal and outside investigations on behalf of broker-dealers, investment advisers and their companies.

We routinely represent many of the world’s largest broker-dealers, as well as their officers, administrative personnel, and registered representatives, in sales practice and other investigations. In addition to defending against allegations of fraud, misrepresentation, failure to disclose, churning, unsuitable recommendations, scalping and breach of fiduciary duty, the full range of additional investment issues that we advise on includes:

• Market manipulation defense
• Market timing concerns
• Fixed income trading practices
• Derivatives trading
• Analyst independence concerns
• Private funds counsel
• Internet trading
• Supervisory responsibilities
• Clearing firm responsibilities
• Prime Brokerage operations
• Reinsurance transactions

Accounting and Auditing Compliance
We defend international accounting firms and accountants against charges that they were “gatekeepers” who consciously or recklessly facilitated unlawful transactions or otherwise breached their professional duties. Corporations and public agencies, CEOs and CFOs, boards of directors, audit committees and independent auditors all turn to Mayer Brown when faced with evaluating or defending financial or regulatory conduct in their organizations. Our guidance on securities and commodities law compliance and related governance includes:

• Financial fraud allegations
• Foreign Corrupt Practices Act reporting requirements
• Auditor independence
• Cross-border audit concerns

Our UK lawyers have particular experience in disciplinary and regulatory investigations and proceedings concerning accountants, having handled many of the most significant matters in recent years. In the United States, our representation often stems from SEC enforcement proceedings, grand jury investigations and related class action and civil litigation. We have defended executives and accounting officers charged with all manner of accounting and auditing irregularities purportedly designed to enhance the company’s financial performance or hide losses, including allegations of “managed earnings. ”We have also represented international accounting firms, audit partners, managers, and other employees of large accounting firms in enforcement and litigation matters. Working closely with expert accountants, our lawyers formulate strategies and defenses in cases requiring detailed knowledge and understanding of intricate accounting conventions and procedures, including controversies over auditor independence and cross-border audits.