1152 Fifteenth Street, NW, Suite 850
Washington, D.C. 20005
United States of America
P: +1 202.729.7478
Jeffrey F. Robertson is a special counsel in the Washington, D.C. office, where he represents clients in high-stakes securities enforcement and litigation matters. These include SEC investigations and enforcement actions, shareholder class actions, derivative suits and other securities-related litigation and arbitrations, FINRA and PCAOB investigations, and criminal inquiries by the Department of Justice and state attorneys general. Jeff also conducts internal investigations and advises clients throughout the financial services industry on securities-related compliance and regulatory matters.
Jeff has been recognized as a leading securities litigator by several peer-review publications, including Washington DC Super Lawyers, The Best Lawyers in America and The Legal 500. He is a frequent speaker at professional seminars.
CDO Desk Co-Head. Representing former co-head of investment bank CDO desk in SEC inquiry regarding $6 billion in CDOs underwritten by bank.
Audit firm. Represented accounting firm in SEC investigation concerning audits of China-based companies listed on U.S. exchanges. Investigation closed with no action against our client.
Law firm. Represented witnesses in connection with SEC and DOJ inquiries concerning actions by investment adviser to private equity funds. Although the SEC commenced an enforcement action against the investment adviser, it took no action against our clients.
Hedge fund. Represented hedge fund in SEC investigation of potential insider trading claims. Investigation closed with no action against our client.
Concurring audit partner. Represented Big Four concurring partner in SEC investigation of issues concerning audit of public company in fitness industry. Settlement reached on favorable terms. SEC Lit. Rel. No. 2009-271 (Dec. 17, 2009).
Chief compliance officer. Represented broker-dealer compliance officer in SEC investigation of firm for alleged sales practice violations. SEC declined to pursue enforcement against client (the only witness not charged).
Individual investor. Represented Canadian professional investor in SEC insider trading investigation. SEC Lit. Rel. No. 21079 (June 10, 2009).
Audit partner. Represented Big Four accounting firm engagement partner in SEC investigation concerning audits of major auto parts supplier. Favorable resolution negotiated. SEC Lit. Rel. No. 34-57381 (Feb. 26, 2008).
Investment banker. Represented investment banker in SEC insider trading investigation of transactions involving securities of the investment banker’s clients. Following a Wells submission, the SEC declined to recommend any action against client, although the SEC did commence enforcement actions against others. SEC v. Obus, No. 06-cv-3150 (S.D.N.Y., filed Apr. 25, 2006) and SEC v. Obus, 693 F.3d 276 (2d Cir. 2012).
Investment manager. Represented individual investment manager in SEC investigation concerning alleged “wash” transactions in after-hours trading involving managed accounts. Favorable settlement reached. SEC Lit. Rel. No. 20749 (Sept. 26, 2008).
CEO and chairman. Represented CEO and chairman of national bakery and baked goods wholesaler in SEC investigation of alleged financial fraud stemming from restatement. Matter closed with no action against our client.
Software company director. Represented major software company board member in SEC investigation of alleged financial reporting and disclosure issues. Investigation closed with no action taken against director.
Pharmaceutical executive. Represented biotech pharmaceutical company vice president and plant manager in internal and SEC investigations concerning alleged insider trading. Negotiated favorable resolution at pre-Wells stage involving disgorgement but no additional monetary sanctions. SEC Lit. Rel. No. 19514 (Dec. 22, 2005).
Executive assistant. Represented executive assistant to corporate spokesperson in SEC investigation of alleged insider trading in advance of hostile takeover attempts of major automobile manufacturer. Negotiated favorable settlement following Wells submission. SEC Lit. Rel. No. 19318 (Jul. 29, 2005).
Telecommunications CFO. Represented telecommunications company CFO in SEC investigation of alleged “round-trip” and “swap” transactions involving other industry participants. Favorable settlement reached. SEC Lit. Rel. No. 3-19179 (Apr. 11, 2005).
Discount retailer CEO. Represented CEO of major discount retailer in SEC investigation and shareholder class action concerning alleged financial fraud and accounting improprieties resulting in a restatement. Negotiated favorable SEC settlement with no officer and director bar. SEC Lit. Rel. No. 19174 (Apr. 7, 2005).
Broker-dealer. Represented major broker-dealer in SEC investigation of alleged insider trading in accounts managed by registered representative. No action taken against client.
Investment adviser analyst. Represented research analyst in SEC investigation into alleged misuse of confidential, proprietary information concerning securities transactions by analyst’s spouse. Favorable settlement reached following Wells submission. SEC Admin. Proc. File No. 3-11612 (Aug. 26, 2004).
Credit card company CFO. Represented CFO of Fortune 100 company in SEC investigation concerning alleged insider trading surrounding Federal Reserve examination. SEC Lit. Rel. No. 18794 (Jul. 26, 2004).
Mutual fund portfolio manager. Represented small cap growth fund portfolio manager in SEC investigation concerning alleged market-timing in fund. SEC declined to take action against client.
Corporate controller. Represented controller of specialty manufacturing company in SEC investigation prompted by announcement of inventory charges, restatement and alleged accounting and financial fraud. Investigation concluded with no action recommended against controller.
Broker-dealer branch manager. Represented branch manager of regional broker-dealer in SEC investigation of alleged failure to supervise in connection with claims of market manipulation by trading desk. Favorable settlement reached following Wells submission. SEC Admin. Proc. File No. 3-11328 (Nov. 5, 2003).
Broker-dealer traders. Represented head trader and assistant trader in SEC investigation of alleged stock manipulation by broker employed by regional broker-dealer. Investigation closed with no action recommended against traders.
Law students. Represented Georgetown University Law Center students in SEC investigation concerning alleged market manipulation by student-run stock-picking web site. SEC investigation resolved on favorable terms. Criminal and school inquiries concluded with no action taken against students. SEC Admin. Pro. File No. 3-101054 (Mar. 2, 2000).
Oil exploration company executive. Represented CEO of large oil and mineral exploration company in SEC investigation of revenue-recognition issues. Favorable settlement reached following Wells submission. SEC Lit. Rel. No. 15824 (Jul. 30, 1998).
Sign-making executive. Represented vice president of foreign subsidiary of U.S. corporation in an SEC insider trading lawsuit. Case settled on favorable terms. SEC v. Godden, No. 1:04-cv-04385(RWS) (S.D.N.Y. May 18, 2007).
Online brokerage firm. Represented brokerage firm offering active trading platform in SEC administrative proceeding alleging “wash” sales by former employee. Matter concluded with no charges against brokerage firm. In re Irfan Mohammed Amanat, SEC Admin. Proc. File No. 3-11813 (Nov. 3, 2006).
Manufacturing company executive. Represented division president in SEC insider trading lawsuit. Favorable settlement reached. SEC v. Jones, No. 1:04:cv-04385(RWS) (S.D.N.Y Apr. 22, 2005).
Self-moving rental company. Defended U-Haul corporate parent in SEC subpoena enforcement action stemming from investigation concerning the use of special purpose entities and off-balance sheet transactions. Obtained order dismissing SEC’s subpoena enforcement action. SEC v. Amerco, No. CV-N-04-0103(DWH) (D. Nev. June 9, 2004).
Computer company executive. Represented software company executive in SEC insider trading lawsuit. After consenting to judgment, submitted the issue of the appropriate sanctions to the court, which resolved the issue favorably to executive. SEC v. Hendrix, No. 4:00-cv-20655(JW) (N.D. Cal. Mar. 21, 2003).
Corporate lawyer. Represented law firm partner in SEC lawsuit alleging fraud in public offering by lawyer’s issuer client. Following a two-week bench trial, court dismissed all allegations against our client. SEC v. Lowy, 396 F. Supp. 2d 225 (E.D.N.Y. 2003).
Medical diagnostic company control person. Represented controlling shareholder of medical diagnostic device developer in SEC litigation alleging misstatements in press releases and other public statements by the issuer. Favorable settlement reached. SEC v. Trainor, 1:98-cv-01533(EGS) (D. D. C. Jan. 9, 2002).
Online broker-dealer. Defended major online brokerage firm in by SEC-appointed receiver seeking TRO concerning allegedly misappropriated shares that had been deposited in a margin account with broker-dealer. Favorable settlement reached. SEC v. Credit Bancorp, Ltd., No. 1:99-cv-11395(RWS) (S.D.N.Y. Nov. 29, 2000).
Financial adviser. Represented financial adviser in SEC administrative proceeding alleging misstatements in prospectus concerning public bond offering underwritten by our client’s employer. Although the ALJ concluded the adviser participated in misstatements, the judge declined the SEC’s request for sanctions. In the Matter of County of Nevada, et al., SEC Admin. Proc. File No. 3-9542, Initial Decision Rel. No. 153 (Oct. 29, 1999).
Telecommunications company director. Represented board member and his wife in SEC insider trading jury trial. Court declined to send case to jury, dismissing all charges after close of evidence. SEC v. Lenfest, No. 2:95-cv-07597(JCJ) (E.D. Pa. Oct. 30, 1998).
Self-regulatory organization. Represented Municipal Securities Rulemaking Board before the SEC in a First Amendment challenge to MSRB restrictions on “pay to play” practices by municipal securities underwriters. Restrictions were upheld.
Other Securities Litigation
Mutual fund adviser. Defending adviser to family of mutual funds in putative securities class action concerning transfer agent fees and services. Obtained dismissal of Section 10(b) and Rule 10b-5(a) and (c) “scheme” liability claims against adviser. In re Smith Barney Transfer Agent Litig., No. 05-cv-7583(WHP), 2012 WL 339098 (S.D.N.Y. Aug. 15, 2012).
CDO Collateral Manager. Representing manager of $1.5 billion asset-backed securities CDO in litigation by offshore purchaser of residential mortgage-backed securities debt. Loreley Financing (Jersey) No. 28, Ltd. v. Merrill Lynch, Pierce, Fenner & Smith, Inc., Index No. 652732/2011 (Sup Ct, NY County).
Hedge fund. Advising large private equity fund in connection with numerous litigation matters involving residential mortgage-backed securities.
Broker-dealer. Represented Knight Capital Group’s broker-dealer subsidiary and Knight’s former head of fixed income in complex litigation in various venues stemming from our clients’ prior association with a $500 million hedge fund. Secured favorable settlement for our clients in a $60 million federal lawsuit alleging misappropriations by the former CFO of the hedge fund. Previously obtained a $6 million award related to our client’s sale of his partial ownership of the hedge fund business in a multi-day arbitration evidentiary hearing. Successfully confirmed the arbitration award and obtained orders restraining judgment debtors’ ability to use or deplete assets. Following a multi-day state court hearing, obtained a prejudgment remedy requiring our adversary to deposit more than $4 million with court as security for our client’s claim for redemption of his hedge fund investment. Prosecuted multi-day state court bench trial resulting in court holding our adversary in contempt for violating temporary restraining orders. Successfully moved to dismiss related federal securities law claims brought by hedge fund investors.
Law firm. Defended large international law firm in litigation by bankruptcy trustee of the firm’s former public company client alleging claims stemming from a former firm partner’s alleged assistance in the client’s securities registration improprieties and improper stock issuance. Trustee asserted damages in excess of $150 million. Case resolved on favorable terms following mediation. Industrial Enterprises of America, Inc. v. Baker & McKenzie LLP, No. 09-cv-11475 (Bankr. D. Del. Apr. 11, 2012).
Audit firm. Represented Big Four audit firm in connection with malpractice action. Joseph DelGreco & Co, Inc. v. DLA Piper LLP, No. 10-cv-6422(PAE) (S.D.N.Y.).
CFO. Defended former public company CFO in derivative action related to receipt of backdated stock options. Court granted our motion to dismiss nearly all federal securities law claims, after which we negotiated dismissal of remaining claims with prejudice. Take-Two Interactive Software, Inc. v. Brant, No. 06-cv-5279(LTS), 2010 WL 1257351 (S.D.N.Y. Mar. 31, 2010).
Bank holding company. Defended litigation by institutional investor who purchased auction-rate securities from broker-dealer subsidiary of our client. Obtained order dismissing all claims, with prejudice. Healthcare Fin. Grp., Inc. v. Bank Leumi USA, 669 F. Supp. 2d 344 (S.D.N.Y. 2009).
Financial services company. Represented major financial services company in connection with shareholder derivative demand and related investigation concerning sale of auction-rate securities. Shareholder declined to pursue claim following our internal investigation.
Pharmaceutical company. Represented drug manufacturer in putative securities class and derivative actions in D.N.J. stemming from timing of release of clinical trial results. Manson v. Schering-Plough Corp., No. 2:08-cv-00397(DMC) (D. N.J.) and Cain v. Hassan, et al., No. 2:08-cv-01022(DMC) (D. N.J.).
Financial services company. Represented financial services company in federal and bankruptcy court litigation stemming from its acquisition of a broker-dealer offering an active trading platform from a now-bankrupt entity. Favorable settlement reached following mediation. E*TRADE Fin. Corp. v. Amanat, No. 1:04-cv-2745(DAB) (S.D.N.Y.) and E*TRADE Fin. Corp. v. MarketXT, No. 05-01082(ALG) (Bankr. S.D.N.Y. Dec. 19, 2007).
Bank and Its senior executives. Represented financial services company and its senior executives in securities class action in the W.D.N.C. Court twice granted our motions to dismiss, the second time with prejudice. In First Union Sec. Litig., No. 3:99-cv-237, 2006 WL 163616 (W.D.N.C. Jan. 20, 2006).
Day-trading brokerage firm. Represented online broker-dealer offering active trading platform in litigation stemming from operation of Orlando branch office. Following mediation, matter settled with no payment from broker-dealer. Tradepointe Securities, LLC v. E*TRADE Professional Trading LLC, 6:04-cv-0001 (M.D. Fla. Jan. 9, 2006).
Financial services company. Represented major financial services company in litigation involving its role as co-lead underwriter of a $300 million bond offering by national discount furniture retailer. Court granted our motion to dismiss with leave to amend. Favorable settlement reached following mediation. AIG Global Sec. Lending Corp. v. Bank of America Securities LLC, 254 F. Sup.2d 373 (S.D.N.Y. 2003).
Securities broker-dealer. Represented subsidiary of financial services company in California state and federal court actions alleging misrepresentations related to sales of so-called “callable CDs.” Favorable settlement reached. Lippitt v. Raymond James Financial Corp., No. 3:01-cv-00748(VRW) (N.D. Cal.).
General counsel. Represented former general counsel of public company in SEC/DOJ investigation of FCPA matters.
General counsel. Represented general counsel of major manufacturing company in connection with criminal, SEC and internal investigations concerning options backdating. Inquiries concluded with no action taken against client.
Mortgage lender employee. Represented former manager of mortgage lender in SEC investigation and criminal proceedings alleging insider trading. U.S. v. Woody, 3:05-cr-00066 (W.D.N.C.).
Law firm. Represented major Philadelphia-based law firm in E.D. Pa. grand jury investigation into alleged political kick-backs and obstruction of justice by a former law firm partner. Matter concluded with no charges against law firm.
Investor relations chief. Represented public company vice president for investor relations in SEC and criminal proceedings alleging insider trading. U.S. v. Goehring, 1:05-cr-00209 (S.D.N.Y).
Law firm. Represented major Philadelphia-based law firm in E.D. Pa. grand jury investigation related to activities of a former law firm partner in connection with public bond offerings. Matter concluded with no charges against the firm.
Registered representative. Represented stockbroker working for an alleged boiler room operation in S.D.N.Y. grand jury investigation related to alleged market manipulation. Favorable resolution reached.
Political consultant. Represented D.C. political consultant in Whitewater investigation into alleged misapplication of campaign funds. Investigation closed with no action taken against consultant.
SRO and Other Proceedings
Audit firm partner. Represented Big Four engagement partner in first-ever contested Public Company Accounting Oversight Board (PCAOB) disciplinary action. Negotiated favorable pre-hearing settlement. PCAOB Rel. No. 105-2009-0004 (Aug. 11, 2009).
Registered Representative. Represented former Smith Barney broker in FINRA investigation of sales practices violations and alleged misstatements in connection with retirement seminars. Favorable settlement reached. FINRA news release dated June 6, 2007.
Online broker-dealer. Represented brokerage firm offering active trading platform in FINRA investigation of alleged net capital violations. Favorable settlement reached. Letter of Acceptance, Waiver and Consent No. C06050008 (Apr. 25, 2005).
National transportation company. Represented interstate trucking company in Nasdaq delisting proceedings and audit committee investigation stemming from financial restatement.
Broker-dealer head trader. Represented regional brokerage firm head trader in FINRA investigation of alleged market manipulation and “backing away” charges.
“Nonpublic Information,” Insider Trading Law and Compliance Answer Book (Practising Law Institute) 2011-2015
SRZ Insider Trading Developments Newsletter, Summer 2014 (contributor)
“Keeping Current: SEC Update: Enforcement Program Taking Shape Under New Leadership,” Business Law Today, July 2013 (co-author)
“SEC Update: Enforcement Program Taking Shape Under New Leadership,” SRZ Client Alert, June 24, 2013 (co-author)
“Defending Clients in Public Company Accounting Oversight Board Investigations,” Defending Corporations and Individuals in Government Investigations (Thomson Reuters/Thomson West) 2011 (co-author)
“SEC Whistleblower Rules Encourage But Do Not Require Internal Reporting,” SRZ Client Alert, June 2, 2011 (co-author)
“Whistleblowers and the Resurgence of Internal Investigations,” Securities Regulation & Law Report (BNA) Vol. 43, Jan. 10, 2011 (co-author)
“SEC Proposes Whistleblower Program Rules,” SRZ Client Alert, Nov. 12, 2010 (co-author)
“New York’s Highest Court Rejects Liability for Third-Party Professionals Who Allegedly Assist Corporate Officers’ Alleged Fraud,” SRZ Client Alert, Oct. 27, 2010
“PCAOB Proposes New Confirmation Standard to Reduce Risk of Financial Statement Inaccuracy,” SRZ Client Alert, Aug. 3, 2010
“SEC Approves New Standard for Concurring Reviews,” ABA Professional Liability Litigation Newsletter, Summer 2010 (co-author)
“Top 10 SEC Enforcement Developments of 2009,” SRZ Securities Litigation, Regulation and Enforcement Developments, Winter 2010
“SEC Enforcement FY 2009 Results,” SRZ Securities Litigation, Regulation and Enforcement Developments, Winter 2010
“Tougher PCAOB Enforcement Agenda Ahead,” ABA Professional Liability Litigation Newsletter, Winter 2010 (co-author)
“SEC Warning to Registrant CEO’s: Now is Not the Time to Neglect Compliance,” Complinet, Jan. 8, 2009
“Overview of Federal, State, and SRO Securities Enforcement: Taming the Multi- Headed Beast,” Securities Investigations: Internal, Civil and Criminal (Practising Law Institute) 2008
“What’s Important in the SEC’s New Enforcement Manual,” Securities Regulation & Law Report (BNA), Vol. 40, No. 41, Oct. 20, 2008; Republished in abridged form in Corporate Counsel Weekly (BNA), Vol. 23, No. 42, Oct. 29, 2008
“Lead Plaintiff, Counsel Selection Evolves: Court’s Increased Involvement May Result in Fulfillment of Reform Act Goal,” New York Law Journal, August 2001
“Modifications to Audit Committee Requirements May Increase Director Liability,” BNA Securities Regulation and Law Report, Aug. 14, 2000
“Repricing ‘Underwater’ Stock Options,” Washington Business Journal, June 23, 2000
“The Misappropriation Theory: A Theory Unleashed From Its Statutory Origins,” American Bar Association Securities News, Spring 1996
Selected Speaking Engagements
“Legal Series 2014: The Attorney-Client Privilege and Internal Investigations,” The Knowledge Group Webinar, August 2014
“Conducting Internal Investigations,” Thomson Reuters Defending Corporations and Individuals in Government Investigations Conference, December 2013
“Audit Confirmation Responses — A Hidden Potential for Fraud,” AICPA Corporate CPAs Seminar, April 2012
“Defending Clients in DOJ and SEC Investigations,” West LegalEdcenter Webinar, January 2012
“The Attorney-Client Privilege and Internal Investigations,” The Knowledge Congress Webinar, October 2011
“Audit Confirmations: Navigating the Updated ASB, PCAOB and IAAS Standards,” Strafford Legal Publications Webinar, May 2011
“Guidelines for Implementing the PCAOB’s Risk Assessment Standards,” The Knowledge Congress Webinar, October 2010
“Reorganizing and Re-Arming of the SEC’s Division of Enforcement,” Global Financial Markets Initiative Teleconference Series, September 2009
“Attorney-Client Privilege in Government Investigations: Cooperation or Capitulation? Managing the Risks, Protecting the Privilege,” Strafford Legal Publications Webinar, May 2006
“Staying Out of Trouble With the SEC, Analysts and the Plaintiffs Bar,” The SEC Institute Conference, August 2003
Listed as a leading lawyer in:
Washington DC Super Lawyers (Securities Litigation, Business Litigation)
The Best Lawyers in America
The Legal 500
- District of Columbia
- New York
Columbia Law School, J.D., 1994
- Harlan Fiske Stone Scholar
- Legal Research and Writing Editor, Columbia Human Rights Law Review
University of Tennessee, B.A., summa cum laude, 1990
Mayer Brown LLP
Crowell & Moring LLP