Attention:
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Issuer Disclosure and Financial Reporting


Level: Intermediate
Runtime: 44 minutes
Recorded Date: September 19, 2023
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Agenda

  •  Defining Materiality
  • Internal Control Cases
  • Cooperating with the SEC Staff
  • Timing Cooperation
  • Gatekeeper Liability
  • Certifications
  • Takeaways

For NY - Difficulty Level: Both newly admitted and experienced attorneys

Description

In this program, securities law experts and SEC officials discuss how cooperation, robust internal controls, and a culture of compliance are pivotal in preventing accounting fraud.
Panelists discuss the significance of materiality and a shift towards considering all company communications as pertinent, emphasizing the need for a proactive approach in addressing potential issues. The SEC is adopting an aggressive stance on internal control cases, holding companies accountable for material weaknesses and imposing substantial penalties for failure to remediate them. Strong internal controls and compliance culture serve as crucial defenses, especially amidst the SEC's expanding focus into emerging areas like cyber and crypto.
Adapting to changing times, companies must navigate SEC penalties for data breaches while emphasizing cooperation to minimize sanctions. Demonstrating significant remediation efforts is key. Effective communication and cooperation are vital in navigating investigations, empowering gatekeepers, and setting an example for companies with poor controls. Coordination between investigators is essential to avoid duplication of efforts, with a focus on CEO and CFO certifications, clawbacks, and the DOJ pilot program for offsetting fines.
Companies face heightened litigation and investigation challenges, particularly concerning CEO and CFO involvement, incentive-based compensation, and potential negligence, highlighting the need for diligent risk management and compliance measures.

Provided By

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Panelists

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Steven Richards

Senior Managing Director
Ankura Consulting Group

Steven Richards is a Senior Managing Director at Ankura in the Washington, DC office. He has over 20 years of experience involving internal and forensic accounting investigations and analysis, issues surrounding Generally Accepted Accounting Principles, Public Company Accounting Oversight Board rules and standards, and independence matters. He has extensive litigation consulting, complex data analysis, forensic accounting, and auditing expertise. Steven has assisted in a variety of investigations, working with both internal and outside counsel in representing boards of directors, special committees, and senior management. These complex investigations have involved financial restatements, Section 10A examinations, and whistleblower allegations regarding revenue recognition (including premature revenue recognition practices such as revenue recognition where risk of loss had not passed to the customer, channel stuffing and bill-and-hold transactions), derivative financial instruments, securitizations, vendor allowances, inventory accounting, and other issues around the interpretation and application of GAAP and PCAOB standards.

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Pravin Rao

Partner
Perkins Coie

Pravin Rao is well-positioned to defend clients in criminal, regulatory, and civil litigation matters. He has previously served as a federal prosecutor with the U.S. Department of Justice (DOJ) and as an enforcement branch chief with the U.S. Securities and Exchange Commission (SEC). Pravin has experience representing companies, boards, and senior executives in high-stakes criminal and regulatory investigations and proceedings, cross-border internal investigations, cybersecurity matters, and securities and other litigation. These matters include inquiries by the DOJ, SEC, Commodity Futures Trading Commission (CFTC), Financial Industry Regulatory Authority (FINRA), Internal Revenue Service (IRS), state attorney generals, and other governmental and self-regulatory agencies. Pravin has served on the firmwide executive committee and audit committee, and was formerly the chair of the firm’s White Collar & Investigations practice.
Pravin has assisted clients in dealing with issues related to accounting and financial fraud, foreign/domestic bribery and corruption, OFAC/sanctions, money laundering, bankruptcy fraud, insider trading and other securities fraud, cyber breaches, ransomware attacks, data privacy, tax fraud, the False Claims Act, and related civil litigation. Pravin has handled investigations related to the Paycheck Protection Program (PPP) under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).
Pravin was chosen by the DOJ and SEC in a multiyear appointment to be the Foreign Corrupt Practices Act (FCPA) monitor of a large multinational corporation to oversee, evaluate, and test its anti-corruption compliance program (one of only 36 such appointments in the last decade). He has also served as a court-appointed examiner in a federal bankruptcy proceeding where he was tasked with investigating a company’s pension program. Pravin was recently appointed a Cook County special state’s attorney to represent the Cook County Board of Ethics to investigate and litigate ethical conduct violations by a Cook County elected official. The matter was successfully concluded with the Cook County Board of Ethics achieving all requested relief.
Prior to joining Perkins Coie, Pravin served as an assistant U.S. attorney where he supervised and developed strategies in investigations that targeted violations of federal criminal law, including commodity and securities fraud, bank fraud, mail/wire fraud, mortgage fraud, bankruptcy fraud, credit card fraud, identity theft, cyber fraud, copyright infringement, public corruption, tax offenses, health care fraud, money laundering, arson, narcotics, firearms, civil rights violations, child pornography, perjury, and obstruction. Pravin was a member of the Computer Hacking and Intellectual Property (CHIP) Unit. Pravin has developed a unique perspective from conducting parallel investigations with the SEC, CFTC, and other regulators in complex cases involving large publicly traded companies, officers and directors, broker-dealers, and hedge funds. Pravin has tried a number of jury trials as a "first chair" and argued numerous appeals in both federal and state courts.
Before becoming a federal prosecutor, Pravin served as an enforcement branch chief with the SEC, where he directed numerous high profile investigations and litigation involving revenue recognition, financial statement and disclosure fraud, insider trading, investment advisory fraud, prime bank and Ponzi schemes, market manipulation, failure to supervise, broker-dealer misconduct, and record-keeping, reporting and registration violations. He has maintained his ties to the SEC, having served as regional chair of the Association of SEC Alumni while at Perkins Coie.
Pravin is a frequent commentator in the press on the government's fraud enforcement efforts and the SEC, especially where these topics intersect the criminal arena, and has been quoted in BusinessWeek, USA Today, Los Angeles Times, Reuters, the Wall Street Journal, and other TV and print media. He writes regularly on these same topics and is often invited to speak to in-house counsel and industry groups. Finally, Pravin has also been retained as an expert witness in court and FINRA arbitration settings where securities laws were at issue.

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Anne McKinley

Assistant Director
U.S. Securities and Exchange Commission

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Jennifer Lee

Partner
Jenner & Block

A former Assistant Director in the US Securities and Exchange Commission’s (SEC) Division of Enforcement, Jen represents public and pre-IPO companies, corporate officers, financial institutions, and asset management firms in high-stakes regulatory investigations, internal investigations, and litigation. Jen brings nearly twenty years of experience as a litigator in the government and the private sector to help clients navigate government scrutiny.
During her distinguished 12-year tenure at the SEC, Jen supervised attorneys and accountants in a broad range of complex investigations and enforcement actions reflecting the priorities of the SEC’s enforcement program, including financial reporting and disclosures, cybersecurity issues, ESG-related issues, insider trading, crypto asset securities, investment adviser and broker-dealer regulation, auditor misconduct, and offering frauds. While at the SEC, Jen earned a reputation for successfully navigating the inner workings of the SEC to bring meaningful enforcement actions quickly and effectively. Jen oversaw some of the SEC’s most impactful cases, including the SEC’s first-of-its-kind cybersecurity disclosure enforcement action involving a company’s failure to disclose a massive data breach, several litigated multimillion-dollar insider trading ring actions, and a complex accounting fraud settlement involving significant clawbacks of executive compensation under Section 304 of the Sarbanes-Oxley Act of 2002.
As a highly regarded expert on the SEC’s enforcement program and federal securities laws, Jen is a frequent speaker at industry events, including Securities Enforcement Forum West and the Bar Association of San Francisco. Jen earned her AB from Stanford University and her JD from Columbia Law School. She clerked for the Honorable Richard J. Holwell in the U.S. District Court for the Southern District of New York, and for the Honorable Roger L. Gregory in the U.S. Court of Appeals for the Fourth Circuit. Before joining the SEC, Jen was a securities and commercial litigator, with experience in securities fraud class actions, commercial actions, and products liability litigation.

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Rachel Copenhaver

Partner
VedderPrice

Rachel Copenhaver is a Shareholder at Vedder Price and a member of the Chambers USA-ranked Government Investigations and White Collar Defense team in the firm's Chicago office.
Ms. Copenhaver has significant experience representing clients in regulatory investigations and proceedings brought by the U.S. Securities and Exchange Commission (SEC), Federal Deposit Insurance Corporation (FDIC), U.S. Attorney’s office, and other federal and state agencies.
Her practice includes representing companies and individuals in government investigations, conducting internal investigations, counseling clients during regulatory examinations, and defending suits alleging directors and officers liability.
Ms. Copenhaver has successfully represented public companies, investment advisers, broker-dealers, boards of directors, accounting firms, officers, directors and individuals in matters involving alleged financial fraud, insider trading, board governance and oversight, whistleblower allegations, financial statement restatements and internal controls violations.
In addition, Ms. Copenhaver has well-rounded litigation experience on a wide variety of business disputes involving financial institutions, failed banks, breach of fiduciary duty, misappropriation of trade secrets, restrictive covenants, business torts and other commercial matters.
Ms. Copenhaver is a member of the American Bar Association and the Women’ White Collar Defense Association. Ms. Copenhaver is a co-founder and leader of Big Careers Little Kids (Big Careers Little Kids), a group connecting Chicago’s female professionals in the fields of law, finance, and business. In addition to her work on behalf of clients facing government investigations, Ms. Copenhaver demonstrates a commitment to pro bono service, most recently with her representation of asylum seekers in the United States.
Prior to joining Vedder Price, Ms. Copenhaver was a Law Clerk with the Illinois Circuit Court of Cook County for the Chambers of the Honorable Rita M. Novak.
Ms. Copenhaver has been selected for inclusion as an Illinois Rising Star by Super Lawyers from 2014 to 2022. She has also been selected as an Emerging Lawyer, an affiliate of Leading Lawyers, from 2014 to 2022. Ms. Copenhaver was named a Top Lawyer/Woman Leader in Leading Lawyers.


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