Charles J. Clark is a nationally acclaimed securities lawyer. Initially recognized for his work leading the investigation of Enron Corporation while serving as a senior member of the SEC’s Division of Enforcement, Charles continues to represent his clients in their most important matters, drawing from his unique combination of government, in-house and private practice experience. Charles represents financial institutions, public companies and accounting firms, and their senior executives, in securities-related enforcement proceedings before the SEC, DOJ, FINRA, PCAOB, and other federal and state law enforcement and regulatory authorities. In particular, he counsels hedge funds, private equity firms, venture capital funds and other asset managers through regulatory scrutiny, including in routine and risk-based inspections and examinations and in enforcement proceedings. He defends investigations involving a broad spectrum of issues, including accounting and disclosure fraud, insider trading, foreign corruption, offering fraud, market manipulation, breach of fiduciary duty and conflicts of interest. In addition, Charles represents boards of directors and associated committees in internal investigations, and he provides guidance on corporate governance and trading practices for public companies and private funds. Prior to entering private practice, Charles served for nine years in the SEC’s Division of Enforcement, most recently as assistant director supervising the investigation and prosecution of some of the SEC’s most significant matters.  

Charles has been recognized as a leading litigator by Chambers USA, The Legal 500 US and Benchmark Litigation. A frequent speaker and panelist, Charles has addressed a wide variety of topics of interest to the white collar defense community, including, most recently, the Wells and settlement process at the SEC and responding to the DOJ and SEC’s focus on individual accountability. He also serves as a resource for numerous media publications, including Bloomberg News, Financial Times, The Wall Street Journal and The Washington Post

Representations

Public Companies 

Represented a public company in an SEC investigation into potential accounting and disclosure violations arising from a restatement of its financial statements and public filings.

Represented a public company and an associated consulting firm in an SEC investigation into possible accounting and disclosure fraud and potential Regulation FD violations.

Conducted an internal investigation on behalf of a public company in response to allegations of possible accounting fraud and management misconduct.

Represented an independent director and audit committee member of a public company in an SEC investigation and related civil litigation arising from his resignation and the subsequent bankruptcy of the company.

Represented the chief operating officer of a public company in an SEC investigation into allegations of possible accounting fraud and other misstatements reflected in its public filings.

Represented a public company in a joint SEC and DOJ investigation into possible disclosure violations arising from its hiring practices.

Represented a public company in an SEC investigation into possible accounting and disclosure fraud associated with subscriber numbers.

Represented the founder and chief executive officer of a public company in an SEC investigation into conflict of interest and breach of fiduciary duty arising from sale of the company by its private equity sponsor.

Conducted an independent corporate governance review for a leading software manufacturer arising from an investigation into its options pricing practices.

Conducted an internal control risk assessment on behalf of a public company pursuant to the Sarbanes­-Oxley Act.

Hedge Funds

Represented a leading activist investment adviser and its associated hedge funds in an SEC investigation into potentially unlawful securities trading related to the structuring of a takeover transaction with a public company.

Represented a leading activist investment adviser and its associated hedge funds in an SEC investigation into potentially unlawful securities trading by certain of the funds’ investors.

Represented an investment adviser and its associated hedge funds in an investigation by Canadian securities regulators into possible market manipulation and disclosure violations.

Represented certain investment advisers and their associated private funds in separate investigations by the Brazilian equivalent of the SEC into potential trading and disclosure violations.

Represented a leading activist investment adviser in an SEC investigation into possible market manipulation and insider trading.

Represented the chief operating officer of a leading activist hedge fund in an SEC investigation into potential breach of fiduciary duty and conflicts of interest.

Represented an investment adviser and its associated hedge funds in an SEC examination, in particular as it relates to internal controls to prevent insider trading.

Represented an investment adviser and its associated hedge funds in an SEC follow-on examination of its policies and procedures and internal controls.

Represented a leading activist investment adviser in civil litigation associated with its investment in a discount retailer.

Private Equity Funds

Represented a private equity fund in SEC and FINRA investigations into possible insider trading arising from the fund’s acquisition of a publicly­-traded company in a take­-private transaction.

Represented a private equity fund and its senior executives in an SEC investigation into potential breach of fiduciary duty, self-­dealing and related party transactions.

Represented a private equity investment firm in the SEC’s “pay-­to­play” investigation relating to certain pension funds.

Represented a private equity fund and one of its portfolio companies in an SEC investigation into the possible sale of unregistered securities and associated disclosure violations.

Represented a private equity fund in an SEC examination of this newly­-registered investment adviser, in particular as it relates to certain expense items allocated to portfolio companies.

Financial Institutions/Executives

Represented issuer of an initial coin offering (ICO) developing a blockchain technology solution in an investigation by the SEC and in a related securities class action asserting claims arising from the alleged sale of unregistered securities.

Represented a leading online broker-dealer and its chief compliance officer in an SEC investigation into violations of Regulation SHO arising from alleged naked short selling and allegations of operating an unregistered dealer.

Represented the portfolio manager of a leading fixed­-income asset manager in an SEC investigation into sales practices relating to asset-backed and synthetic collateralized debt obligations and associated credit default swaps.

Represented a senior executive of a leading financial institution in an SEC investigation into possible misstatements and other trading practices in the sale of residential mortgage-backed securities.

Represented the chief financial officer of a leading family of money market funds in an investigation conducted by the SEC and other regulators into the fund’s net asset value following the Lehman Brothers’ bankruptcy.

Represented the chief compliance officer of a broker-­dealer in a state regulatory investigation into allegations of unauthorized trading, unsuitability and churning.

Accounting Firms

Represented a Big Four accounting firm in an SEC investigation into accounting misconduct by one of its manufacturing industry audit clients.

Represented a Big Four accounting firm in an SEC and PCAOB investigation into accounting misconduct by one of its financial institution audit clients.

Represented a Big Four accounting firm in an SEC investigation into potential accounting misconduct by one of its financial institution audit clients.

Investigations

Represented former government officials in Inspector General investigations into possible misconduct arising in the course of their federal employment.

Represented high-profile public figure in an SEC investigation into possible insider trading.

Represented various public companies, private funds and other financial institutions in responding to FINRA requests for information relating to market surveillance activities.

Represented various other corporations and individuals in securities fraud investigations, including insider trading, foreign corruption, options back-dating and possible market manipulation.

Publications

SEC Enforcement Priorities as a Guide for Investment Adviser Policies and Procedures,” Hedge Funds: A Practical Global Handbook to the Law and Regulation, Second Edition (Globe Law and Business Ltd.), August 2019 (co-author)

“SEC Publishes First-Ever No-Action Letter for a Cryptocurrency Enterprise and a Framework for when a Cryptocurrency Is a Security,” SRZ Alert, April 10, 2019; republished in Insights: The Corporate & Securities Law Advisor, May 2019

“Use of Paid Consultants,” Insider Trading Law and Compliance Answer Book (Practising Law Institute), 2016-2019

“‘No Fish Too Small’ in SEC’s Focus on Individual Cases, Say Former Prosecutors,” Bloomberg Briefs: Financial Regulation & Risk, November 2016 (featured)

“Regulatory Change: 2015 Diagnosis, 2016 Prognosis — Schulte Roth & Zabel’s Leading Securities Litigation Practice,” The Hedge Fund Journal, November 2015 (profile)

“Rule 105 Update: New Round of Enforcement Highlights SEC Approach on Short-Selling Violations,” SRZ Alert, Oct. 22, 2015 (co-author); republished in The Hedge Fund Journal, November 2015

Speaking Engagements

SRZ Breakfast Briefing: Insider Trading, London, June 2019

SRZ Breakfast Briefing: Regulatory Update: Electronic Communications and Surveillance, London, June 2019

Managed Funds Association Legal & Compliance 2019April 2019

“Regulatory Outlook,” SRZ 28th Annual Private Investment Funds Seminar, New York, January 2019

“Technology in the Funds Industry Today and Tomorrow,” Fund Focus 2018, Grand Cayman, November 2018

“Risk Management in the Age of Accountability: A Risk Professional’s View into Enforcement and Investigation,” The Risk Management Society 2018 Annual Conference & Exhibition, San Antonio, April 2018

“Hot Securities Trends,” Advisen 2017 Executive Risk Insights Conference, New York, September 2017

SRZ Insider’s Guide to Government Investigations: Winning Strategies for Investment Funds, New York, June 2017

SRZ Insider’s Guide to Government Investigations: Winning Strategies for Investment Funds, New York, April 2017

“State of the Law and Practice: Insider Trading,” SRZ 26th Annual Private Investment Funds Seminar, New York, January 2017

“Individual Accountability: The Response,” Advisen 2016 Executive Risk Insights Conference, New York, September 2016

“Regulatory and Enforcement,” SRZ 4th Annual Private Equity Fund Conference, New York, May 2016

“Blurring Lines: Examination Priorities and Enforcement Risk,” FEA Hedge Funds Meeting, New York, March 2016

“The New Regulatory Challenges,” SRZ 25th Annual Private Investment Funds Seminar, New York, January 2016

“Cybersecurity: The Changing Regulatory Environment,” Professional Liability Underwriting Society Conference, Dallas, November 2015

“The Art of the Wells and Settlement Process at the SEC: Registrants vs. Individuals,” ABA 10th Annual National Institute on Securities Fraud, New Orleans, October 2015

Distinctions

  • Listed as a leading litigator in industry ranking publications, including:
    • Chambers USA
    • The Legal 500 US
    • Benchmark Litigation: The Definitive Guide to America’s Leading Litigation Firms and Attorneys
  • Awarded the SEC Chairman’s Award, along with the team of professionals under his supervision responsible for the Enron investigation
  • Awarded the SEC Paul R. Carey Award, named in honor of the late Commissioner Paul R. Carey, for exceptional commitment to the Enron investigation and related subsequent enforcement proceedings
  • Awarded the SEC Law and Policy Award as member of the September 11th Terrorist Attack Trading Investigation Team

Prior Experience

  • Kirkland & Ellis  
    • Partner, 2008–2015
  • Capital One Financial Corporation    
    • Managing Vice President and Chief Counsel of Litigation, 2004-2008
  • SEC Division of Enforcement    
    • Assistant Director, 2001–2004     
    • Branch Chief /Deputy Assistant Director, 1999–2001
    • Staff Attorney/Senior Counsel, 1996–1999
  • Law Clerk to the Hon. Julia Smith Gibbons, U.S. District Court for the Western District of Tennessee, 1988–1989