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Jeffrey F. Robertson

Special Counsel

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1152 Fifteenth Street, NW, Suite 850
Washington, D.C. 20005
United States of America
P: +1 202.729.7478
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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, securities class actions, derivative suits and other securities-related litigation and arbitration, 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.

Selected Representations

SEC Enforcement
Investment manager. Representing registered investment advisor to private equity funds with $20 billion AUM in investigations and inquiries by the SEC and other regulators. Numerous investigations closed with no enforcement actions commenced against advisor or its associated persons.

Investment advisers. Representing multiple advisers to hedge fund and private equity funds in SEC investigations concerning potential insider trading based on communications with political consultants, including regarding decisions by federal agencies concerning health care and changes to reimbursement rates under various federal programs.

Proprietary trading firm. Representing Wall Street firm and its principals specializing in inter-market arbitrage strategies in an SEC investigation of alleged “spoofing” in connection with NYSE opening auction.

High frequency trading programmer. Representing former computer algorithm programmer in an SEC investigation of a broker-dealer and market maker regarding best execution and order routing issues.

Investor trade association. Submission of comments on behalf of mortgage-backed securities investor trade association regarding the SEC’s proposed distribution plan for a $120-million Fair Fund established pursuant to the Sarbanes-Oxley Act of 2002, the SEC’s first Fair Fund distribution plan involving RMBS.

ETF marketing executive. Representing former sales manager for the largest marketer of index products using exchange-traded funds. SEC investigation closed with no action taken against sales manager, although the SEC commenced, settled and litigated enforcement actions against others. SEC Admin. Pro. No. 3-16325 (Dec. 22, 2014).

CDO desk co-head. Represented former co-head of investment bank CDO desk in an SEC inquiry regarding $6 billion in CDOs underwritten by bank. Although the SEC commenced, litigated and settled enforcement actions against the investment bank, the CDO collateral manager and others, it terminated its investigation and took no action regarding our client. SEC Rel. No. 34-71051 (Dec. 12, 2013).

Audit firm. Represented accounting firm in an SEC investigation concerning audits of China-based companies listed on U.S. securities 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 enforcement actions against others, including the first settlement involving admissions under the Division of Enforcement’s modification to its traditional no-admit, no-deny settlement policy, it took no action against our clients. SEC Lit. Rel. No. 2013-159 (Aug. 19, 2013).

Registered investment adviser. Represented adviser to private equity fund in an SEC investigation of potential insider trading and Reg FD claims. Investigation closed with no action against our client.

Concurring audit partner. Represented Big Four accounting firm concurring partner in an SEC investigation of issues concerning audits of a public company in the 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 an SEC investigation concerning alleged sales practice violations. The SEC declined to pursue enforcement against our client (the only witness not charged).

Individual investor. Represented Canadian professional investor in an SEC investigation of possible trading on material, nonpublic information obtained from an investment bank representative in advance of corporate merger announcements. SEC Lit. Rel. No. 21079 (June 10, 2009).

Investment manager. Represented individual investment manager in an SEC investigation concerning alleged “wash” transactions in after-hours trading involving managed accounts. Favorable settlement reached. SEC Lit. Rel. No. 20749 (Sept. 26, 2008).

Audit partner. Represented Big Four accounting firm engagement partner in an SEC investigation concerning audits of major auto parts supplier. Favorable resolution negotiated. SEC Lit. Rel. No. 34-57381 (Feb. 26, 2008).

CEO and chairman. Represented CEO and board chair of national bakery and baked goods wholesaler in an 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 an SEC investigation of alleged financial reporting and disclosure issues. Investigation closed with no action taken against director.

Investment banker. Represented investment banker in an SEC insider trading investigation of transactions involving securities of the investment banker’s clients. Following our Wells submission, the SEC declined to recommend any action against our client, although the SEC did commence enforcement actions against others. SEC v. Obus, No. 06-cv-3150 (S.D.N.Y., filed April 25, 2006) and SEC v. Obus, 693 F.3d 276 (2d Cir. 2012).

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 civil penalty. SEC Lit. Rel. No. 19514 (Dec. 22, 2005).

Executive assistant. Represented executive assistant to corporate spokesperson in an SEC investigation of alleged insider trading in advance of hostile takeover attempts of a major automobile manufacturer. Negotiated favorable settlement following Wells submission. SEC Lit. Rel. No. 19318 (July 29, 2005).

Telecommunications CFO. Represented telecommunications company CFO in an SEC investigation of alleged “round-trip” and “swap” transactions involving other industry participants. Favorable settlement reached. SEC Lit. Rel. No. 3-19179 (April 11, 2005).

Discount retailer CEO. Represented CEO of major discount retailer in an 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 (April 7, 2005).

Broker-dealer. Represented major broker-dealer in an SEC investigation of alleged insider trading in accounts managed by its registered representatives. No action taken against the broker-dealer.

Mutual fund portfolio manager. Represented portfolio manager of a small cap growth mutual fund in an SEC investigation concerning alleged market-timing in fund. SEC declined to take action against the portfolio manager, though it did commence enforcement actions against others. SEC Lit. Rel. No. 2005-15 (Feb. 9, 2005).

Investment adviser analyst. Represented research analyst for registered investment adviser to mutual funds in an 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 financial institution in an SEC investigation concerning alleged insider trading in connection with a Federal Reserve Board’s examination of the institution. SEC Lit. Rel. No. 18794 (July 26, 2004).

Corporate controller. Represented controller of specialty manufacturing company in an SEC investigation prompted by restatement and alleged accounting fraud. Investigation concluded with no action recommended against controller.

Broker-dealer branch manager. Represented branch manager of regional broker-dealer in an SEC investigation of alleged failure to supervise in connection with claims of market manipulation by a registered representative of the broker-dealer. 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 an SEC investigation of alleged stock manipulation by registered representative employed by regional broker-dealer. Investigation closed with no action recommended against traders.

Law students. Represented Georgetown University Law Center 3Ls in SEC and related investigations concerning alleged market manipulation by student-run stock-picking Internet site. The SEC’s investigation was resolved on favorable terms, including no civil penalty. Criminal and school inquiries concluded with no action taken against students. SEC Admin. Pro. File No. 3-10154 (March 2, 2000).

Oil exploration company executive. Represented CEO of large oil and mineral exploration company in an SEC investigation of revenue-recognition issues. Favorable settlement reached following Wells submission. SEC Lit. Rel. No. 15824 (July 30, 1998).

SEC Litigation
Sign-making executive. Defended 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 an SEC investigation and administrative proceeding alleging “wash” sales by former employee deploying a high-frequency trading strategy. Matter concluded with no charges against the brokerage firm. In re Irfan Mohammed Amanat, SEC Admin. Proc. File No. 3-11813 (Nov. 3, 2006).

Manufacturing company executive. Defended president of foreign corporate subsidiary in an SEC insider trading lawsuit concerning transactions in the securities of the parent company. Favorable settlement reached. SEC v. Jones, No. 1:04:cv-04385 (RWS) (S.D.N.Y April 22, 2005).

Self-moving rental company. Defended U-Haul corporate parent in an SEC subpoena enforcement action stemming from an 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 Silicon Valley executive in an SEC insider trading lawsuit concerning transactions in advance of corporate merger announcements involving the high-tech industry. After our client consented to judgment, we submitted the question of the appropriate sanctions to the court, which resolved the issue favorably to our client. SEC v. Hendrix, No. 4:00-cv-20655 (JW) (N.D. Cal. March 21, 2003).

Corporate lawyer. Represented law firm partner in an SEC lawsuit alleging misrepresentations concerning the ownership and value of Brazilian real estate in SEC registration statements prepared by the lawyer for an issuer client. Following a two-week bench trial, the 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 litigation by an SEC receiver seeking TRO concerning allegedly misappropriated shares that had been deposited in a margin account with the broker-dealer. Favorable settlement reached. SEC v. Credit Bancorp, Ltd., No. 1:99-cv-11395 (RWS) (S.D.N.Y. Nov. 29, 2000).

Investment banker. Defended the financial adviser to a municipality in an SEC administrative proceeding alleging misstatements in a prospectus for a bond offering. Although the ALJ concluded the adviser participated in misstatements, the judge refused to impose any sanctions against our client. 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 a federal jury trial involving SEC charges of insider trading. The SEC alleged that the board member tipped his adult son and stockbroker and that the board member’s wife misappropriated material, nonpublic information concerning the board’s merger-related decision. After we presented our clients’ defense, the court refused to send case to the jury and granted judgment dismissing the SEC’s claims. SEC v. Lenfest, No. 2:95-cv-07597 (JCJ) (E.D. Pa. Oct. 30, 1998).

Self-regulatory organization. Represented the Municipal Securities Rulemaking Board in an SEC administrative proceeding regarding a First Amendment challenge to an MSRB rule that restricted certain “pay to play” practices by municipal securities underwriters. The SEC upheld our client’s regulation and dismissed the challenge to the MSRB rule.

Other Securities Litigation
ERISA plan manager. Represented management company for Fortune 100 company retirement plans in favorable settlement of an ERISA class action concerning the fees and management of certain investment funds offered to plan participants. Abbott, et al. v. Lockheed Martin, et al., No. 06-cv-701 (S.D. Ill. April 15, 2015).

Registered investment adviser. Represented investment manager for a substantial certificate holder in RMBS “put back” litigation by the trustee based on breaches of representations and warranties in various RMBS offerings. Deutsche Bank National Trust Co. v. Decision One Mortgage Company, LLC, No. 13-L-5823 (Cook County, Illinois Circuit Court).

Mutual fund adviser. Defended adviser to family of mutual funds in securities class action concerning prospectus disclosure of alleged “kickbacks” and other arrangements concerning the transfer agent for the mutual funds. Obtained dismissal of Section 10(b) and Rule 10b-5(a) and (c) “scheme” liability claims against the 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. Defended the manager of a $1.5-billion RMBS CDO against a certificate holder’s breach of representations and warranties and fiduciary duty claims. Loreley Financing (Jersey) No. 28, Ltd. v. Merrill Lynch, Pierce, Fenner & Smith, Inc., Index No. 652732/2011 (N.Y. Sup. Ct., New York County).

Hedge fund. Counseled registered investment adviser to private equity and hedge funds regarding numerous litigation matters involving RMBS.

Broker-dealer. Represented Knight Capital Group’s broker-dealer subsidiary and Knight’s former head of fixed income in federal and state litigation and arbitration stemming from our clients’ prior association with the investment adviser to 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 adviser. Previously obtained a $6-million award related to our client’s sale of his partial ownership of the adviser in a multi-day arbitration. 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 the court as security for our client’s claim for redemption of his hedge fund investment. Prosecuted multi-day state court bench trial resulting in the court holding our adversary in contempt for violating TROs we obtained. Obtained order dismissing related federal securities law claims brought by hedge fund investors.

Law firm. Defended large international law firm in litigation by bankruptcy trustee for the firm’s former corporate client stemming from a former firm partner’s involvement in securities registration improprieties and improper stock issuance by the corporation. Trustee asserted damages in excess of $150 million against the law firm. Case resolved on favorable terms following mediation. Industrial Enterprises of America, Inc. v. Baker & McKenzie LLP, No. 09-cv-11475 (Bankr. D. Del. April 11, 2012).

Audit firm. Represented Big Four audit firm in connection with a legal malpractice claim by a client against its former outside counsel. Joseph DelGreco & Co, Inc. v. DLA Piper LLP, No. 10-cv-6422 (PAE) (S.D.N.Y.).

CFO. Defended former public company CFO in a derivative action related to the CFO’s receipt of backdated stock options. Obtained court order dismissing nearly all claims, after which we negotiated a favorable resolution including the dismissal of all remaining claims with prejudice. Take-Two Interactive Software, Inc. v. Brant, No. 06-cv-5279 (LTS), 2010 WL 1257351 (S.D.N.Y. March 31, 2010).

Bank holding company. Defended litigation by institutional investor who purchased auction-rate securities from our client’s broker-dealer subsidiary. The court granted our motion to dismiss, with prejudice. Healthcare Fin. Grp., Inc. v. Bank Leumi USA, 669 F. Supp. 2d 344 (S.D.N.Y. 2009).

Financial services company. Represented a Delaware corporation in connection with a shareholder’s books and records demand and threatened derivative action concerning our client’s sales of auction-rate securities. Following our investigation and response to the shareholder’s demand, the shareholder declined to pursue the demand or the threatened derivative action.

Pharmaceutical company. Represented large drug manufacturer in an audit committee investigation and in putative shareholder class and derivative actions concerning the timing of our client’s disclosure of the results of a clinical trial assessing the efficacy of a heavily-prescribed medication for lowering cholesterol. 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 corporation that subsequently was the subject of Chapter 11 bankruptcy proceedings. Negotiated a favorable resolution for our client 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. Defended financial services company and its senior executives in a putative securities class action asserting misrepresentations concerning the integration of its corporate acquisitions. The 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. Defended online broker-dealer offering active trading platform in litigation concerning its Orlando, Fla. branch office. Following mediation, the litigation settled with no payment from our client. Tradepointe Securities, LLC v. E*TRADE Professional Trading LLC, 6:04-cv-0001 (M.D. Fla. Jan. 9, 2006).

Financial services company. Defended the co-lead underwriter and replacement trustee for a $300-million asset-backed securities offering against securities fraud and breach of fiduciary duty claims. The court granted our motion to dismiss with leave to amend, after which we negotiated a favorable resolution for our client following mediation. AIG Global Sec. Lending Corp. v. Bank of America Securities LLC, 254 F. Supp. 2d 373 (S.D.N.Y. 2003).

Securities broker-dealer. Represented broker-dealer subsidiary of a financial services company in a putative class action alleging misrepresentations concerning sales of so-called “callable CDs.” Negotiated a favorable resolution for our client. Lippitt v. Raymond James Financial Corp., No. 3:01-cv-00748 (VRW) (N.D. Cal.).

Criminal Matters
Swiss bank general counsel. Representing the former general counsel of a Category 1 bank in the DOJ’s Swiss Bank Program regarding an inquiry by the U.S. Attorney’s Office for the Southern District of New York concerning the failure of a U.S. taxpayer and beneficial owner of accounts with the bank to satisfy the taxpayer’s U.S. income tax obligations.

Independent examination. Conducting an independent examination regarding the due diligence procedures and related disclosures by a Category 2 bank regarding its U.S.-related accounts in connection with the DOJ’s Swiss Bank Program.

Swiss bank. Advised a foreign Swiss bank regarding its participation as a Category 3 bank in connection with the DOJ’s Swiss Bank Program.

Mortgage due diligence manager. Represented the former due diligence manager for a major financial services company that purchased loans, including subprime, from various mortgage originators. The loans later were securitized by our client’s employer, the underwriter for various RMBS offerings that were investigated by the U.S. Attorney’s Office for the Central District of California. The DOJ criminal inquiry was closed with no action against our client. The underwriter, however, agreed to a $13-billion settlement — the largest settlement with a single entity in American history — to resolve federal and state civil claims concerning various RMBS offerings. DOJ Press Rel. No. 13-1237 (Nov. 19, 2013).

General counsel. Represented former general counsel of global distributor of ATMs in DOJ/SEC investigation of FCPA issues involving corporate subsidiaries in China, Indonesia and Russia. Investigation concluded with no action taken against our client, though his former employer reached a deferred prosecution agreement with the DOJ and consented to related SEC civil charges. DOJ Press Rel. No. 13-1118; SEC Lit. Rel. 22849 (Oct. 22, 2013).

General counsel. Represented general counsel of large electronic component manufacturer in connection with DOJ, SEC and internal investigations concerning the dating of stock options granted by the corporation. All inquiries concluded with no action taken against our client.

Mortgage lender employee. Represented the former mid-level manager of a publicly-held mortgage lender in an SEC investigation and criminal proceedings alleging insider trading in the company’s securities based on advanced knowledge that the corporation would be acquired. U.S. v. Woody, 3:05-cr-00066 (W.D.N.C.).

Law firm. Represented major Philadelphia-based law firm in an investigation by the U.S. Attorney’s Office for the Eastern District of Pennsylvania concerning alleged political kickbacks and obstruction of justice by a former firm partner. Matter concluded with no charges against the firm.

Investor relations chief. Represented vice president for investor relations in criminal and SEC proceedings alleging insider trading in the company’s securities based on advanced knowledge of corporate announcements. U.S. v. Goehring, 1:05-cr-00209 (S.D.N.Y).

Law firm. Represented major Philadelphia-based law firm in an investigation by the U.S. Attorney’s Office for the Eastern District of Pennsylvania related to activities of a former firm partner in connection with municipal bond offerings. Matter concluded with no charges against the firm.

Registered representative. Represented broker in a “boiler room” operation concerning an investigation by the U.S. Attorney’s Office for the Southern District of New York regarding market manipulation claims. Favorable plea negotiated.

Political consultant. Represented Washington, D.C.-based political consultant in the Office of the Independent Counsel’s “Whitewater” investigation regarding the use of campaign funds. Investigation closed with no action taken against consultant.

SRO and Other Proceedings
Broker-dealer. Representing broker-dealer in a FINRA investigation concerning payments of brokerage commissions to unregistered persons.

Audit firm partner. Represented Big Four audit engagement partner in the first contested Public Company Accounting Oversight Board (PCAOB) disciplinary proceeding. Negotiated favorable pre-hearing settlement. PCAOB Rel. No. 105-2009-0004 (Aug. 11, 2009).

Registered representative. Represented former Smith Barney broker in a FINRA investigation of alleged sales practice violations and misstatements in connection with investment-related retirement seminars for prospective investors. Favorable settlement reached. FINRA news release (June 6, 2007).

Online broker-dealer. Represented brokerage firm offering active trading platform in a FINRA investigation of alleged net capital violations. Favorable settlement reached. Letter of Acceptance, Waiver and Consent No. C06050008 (April 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 head trader of market maker in FINRA investigation of alleged market manipulation and “backing away” charges.

Selected Publications

“Defending Clients in Public Company Accounting Oversight Board Investigations,” Defending Corporations and Individuals in Government Investigations (Thomson Reuters/Thomson West), 2011-2015 (co-author)

“Second Circuit Clarifies Insider Trading Liability of Tippees,” SRZ Client Alert, Dec. 15, 2014 (co-author); republished in The Hedge Fund Journal, January 2015

“Nonpublic Information,” Insider Trading Law and Compliance Answer Book (Practising Law Institute), 2011-2015

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Selected Speaking Engagements

“Broker-Dealer Audits: Tackling Pervasive Deficiencies Identified by PCAOB,” Strafford Publications Inc. Webinar, April 2015

“Legal Series: How to Effectively Deal with an SEC Investigation in 2014,” The Knowledge Group Webinar, November 2014

“Legal Series 2014: The Attorney-Client Privilege and Internal Investigations,” The Knowledge Group Webinar, August 2014

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Other Distinctions

Listed as a leading lawyer in:
    Washington DC Super Lawyers (Securities Litigation)
    The Best Lawyers in America
    The Legal 500

Court Admissions

  • District of Columbia
  • New York

Education

  • 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
    • Phi Beta Kappa

Prior Experience

Mayer Brown LLP
    Partner, 2005-2009
Crowell & Moring LLP
    Partner, 2002-2005
    Associate/Counsel, 1994-2001