The regulatory environment for the securities industry and public companies has never been more challenging, as can be readily seen in the daily headlines. Congressional and legislative revisions of the federal and state securities laws continue at a brisk pace; regulatory investigations continue on the upswing, and individuals and companies are under increased scrutiny by the SEC, FINRA and state regulatory agencies.
Lane Powell is a leading Pacific Northwest law firm for securities work. The Securities Regulation team has decades of experience producing excellent results for Morgan Stanley, Wells Fargo Advisors, JP Morgan Chase, Bank of America, RBC Dain Rauscher, UBS, Lincoln Financial, New York Life Securities, MetLife Securities and dozens of other high-profile public company clients, along with venture capitalists, hedge funds, startups and emerging companies.
Lane Powell attorneys have a broad range of securities transactional experience, including the issuance of both equity and debt securities in registered public offerings (IPOs and secondary financings) and exempt offerings (including private placements, PIPEs, 3(a)(10) offerings and exchange offers).
We have provided counsel to a wide variety of clients, including:
- Public companies whose shares are traded on the NASDAQ, the NYSE MKT, the Toronto Stock Exchange, the TSX Venture Exchange and the OTC Bulletin Board;
- U.S. and Canadian securities underwriters and broker-dealer firms; and
- Public and private companies involved in mergers and/or acquisitions.
We provide time-sensitive advice and guidance in complying with federal and state securities laws and other requirements, including:
- Compliance with the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and the regulations underlying each of these statutes;
- Blue Sky law compliance; and
- Dealings with rating agencies, depositories, trustees and stock exchanges.
Lane Powell attorneys counsel clients in ongoing securities compliance in a manner tailored to meet the client’s level of need, internal expertise and available resources.
We are active in various federal, state and local advisory committees and organizations which allow us an opportunity to provide input on proposed regulations while staying current on the latest in legislative and regulatory changes. In addition, our attorneys have served as expert witnesses and testified with regard to matters of U.S. securities law in actions filed with federal and Washington state courts, as well as before the Supreme Court of British Columbia and the British Columbia Securities Commission. Our attorneys are also frequently asked to speak on securities topics at various conferences throughout the U.S. and Canada.
Clients turn to Lane Powell’s attorneys for their extensive securities litigation experience, thorough understanding of the industry and proven skills in solving challenging problems. Our clients include national and regional brokerage and municipal finance firms; issuers of securities, their officers and directors, accountants and lawyers; national banks; national and international insurance companies; and venture capital financiers.
Extensive Breadth and Depth in Securities Litigation Matters
Lane Powell’s Securities Litigation attorneys are widely recognized for their skill in litigation and arbitration in virtually every type of case:
- Trials and appeals in all state and federal courts, plus federal, state and self-regulatory administrative proceedings.
- Arbitrations through the FINRA (and previously NYSE and NASD), AAA, Municipal Securities Rulemaking Board and Chicago Board Options Exchange.
- Responses to SEC/state securities investigations and FINRA disciplinary proceedings and appeals.
Several case examples include:
- Successfully defended a FINRA customer complaint brought by a family LLC and six trusts for $26 million in account losses. The panel granted a complete dismissal of all claims.
- Served as liaison counsel defending eight investment banks in 54 short-swing profits cases brought to disgorge hundreds of millions of dollars under Section 16(b) of the Securities Exchange Act of 1934. Worked with national law firms to obtain dismissals in district court and the Ninth Circuit, and a Supreme Court opinion affirming the primary ground for dismissal and establishing favorable new law for our client group.
- Represented major firm institutional broker-dealer affiliates in auction rate securities investigations brought by state securities regulators throughout the country and an enforcement action brought by a lead state regulator in Washington.
- Defended a foreign venture capital investor in an Oklahoma oil and gas company bankruptcy adversary proceeding brought by a bankruptcy trustee seeking $4.6 million in trade creditor debt and $2.4 million in preference payments. While similar investors in a parallel $1.5 million case were held liable for full amount, we successfully transferred claims from bankruptcy to the district court, moved for dismissals and settled for $250,000.
Successful Handling of Employment Claims in the Securities Industry
Lane Powell’s Securities Litigation team has a wealth of experience defending employment claims against securities broker/dealers over the entire spectrum of employment matters, including trade secrets, unfair competition, trademark, defamation, discrimination and wrongful termination.
For example, in successfully representing Lincoln Financial in a multi-million dollar case, Lane Powell helped prevent a substantial client group from departing by enjoining a former broker/insurance agent — who had no employment contract restraints — from competing unfairly, misleading customers and misappropriating trade secrets. Lane Powell also obtained dismissal of the broker/agent’s counterclaims for sexual orientation and sex discrimination and defamation.
Among other cases reflecting the breadth of our employment work, Lane Powell has:
- Prevailed as lead counsel in a landmark Ninth Circuit decision establishing insurance coverage of directors and officers of Nordstrom, after highly favorable settlements of twin securities and employment class actions against our client.
- Successfully defended Morgan Stanley Dean Witter in an industry arbitration in Oregon brought by a former stockbroker alleging $3 million in damages due to ethnic-origin discrimination, defamation and wrongful termination/constructive discharge. The panel granted a dismissal of all claims with no forum fees assessed against our client.
- Successfully defended Dean Witter, its local branch manager and its top Western Region internal counsel named in $2 million industry arbitration brought by a former broker alleging constructive discharge, defamation and race discrimination. The Alaska panel granted a dismissal of all claims.
Lane Powell is part of the elite Securities Industry and Financial Markets Association’s Compliance and Legal Division, which includes the top in-house attorneys of prominent national and international brokerage firms and the outside lawyers they depend upon. The Firm’s Securities Litigation attorneys belong to many other industry organizations to keep on top of emerging trends facing the securities industry. They are frequent speakers at seminars on securities litigation and regulation.
Proven Skill in Selling-Away Cases
Lane Powell attorneys successfully defended the lead selling-away case in the U.S. in a nationally prominent appeal in which the Ninth Circuit Court of Appeals revised its test for control-person liability under the federal securities acts.
As one of the few firms with extensive experience in selling-away cases, Lane Powell has:
- Successfully defended a national brokerage firm in a selling-away case, a decision upheld in the Washington State Court of Appeals and Supreme Court.
- Prevailed in prosecuting a securities broker-dealer’s contribution claim against a former representative who had fraudulently sold products concealed from the firm and then filed for bankruptcy. In the bankruptcy adversary proceeding, Lane Powell obtained a $1.4 million judgment of non-dischargeable debt to the firm, much of which was later collected.
- Successfully defended and obtained the dismissal of an industry arbitration claim in Salt Lake City against a Montana representative. The representative had agreed to permanent suspension of license before seeking legal counsel. The dismissal enabled the affiliated firm to avoid liability as well.
Lane Powell’s Securities Litigation team understands both sides in securities-related disputes. Our team includes CPAs as well as a former SEC Enforcement Attorney, federal prosecutor, U.S. Department of Justice Antitrust Division trial attorney, Vermont Deputy Commissioner of Securities and Oregon Assistant Attorney General. We communicate effectively with regulatory investigators and attorneys, all of which enables us to represent our clients more capably.
- Procuring a no-liability dismissal of a regional broker-dealer from a $150 million class action.
- Defending Prudential Securities, Inc., as underwriter in a lawsuit arising out of a complex $31 million municipal bond transaction. After the city settled the bondholders’ claims and pursued contribution claims against other defendants, Lane Powell attorneys successfully obtained dismissal of the claims.
- Defending the former CEO/CFO of a public company facing SEC complaints and indictment by the Department of Justice (“DOJ”) alleging Sarbanes-Oxley violations, accounting fraud and securities fraud.
- Defending a national law firm under investigation by the SEC, IRS and DOJ in connection with alleged $80 million securities fraud.
- Convincing a claimant to withdraw claims against a Wall Street broker after replacing two New York firms that had been unable to induce a dismissal.
- Defending in Federal District Court a $65 million damage claim related to alleged agreement to purchase stock and a breach of fiduciary duties.
- Representing a venture capital firm in a federal suit against sellers of a plastics business, and formulating a strategy involving the recovery of deleted information from the sellers’ computers, enabling roughly $10 million in recovery.