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Masterclass - Managing a True Corporate Crisis or Major Internal Investigation


Level: Intermediate
Runtime: 45 minutes
Recorded Date: October 25, 2023
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Agenda

  • What to Do When a Crisis Hits
  • Self-Reporting During Crisis
  • Crisis Management Team
  • Independent Investigations
  • Ongoing Investigations
  • Advocating for Your Client

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

Description

In this panel from the annual “Securities Enforcement Forum D.C."" event, securities law experts and SEC officials discuss how organizations facing corporate crises or internal investigations must prioritize strong compliance programs and crisis management plans. This panel discusses how to address risks that arise in the event of a corporate crisis. This involves assessing the severity of the crisis, establishing clear reporting lines, and controlling communication to manage the situation effectively.
Self-reporting and cooperation are important, especially when dealing with whistleblowers. Hiring outside crisis management firms can provide objectivity and expertise, while transparency with the government and prioritizing targeted reviews can minimize the impact and cost of investigations.
Regular communication with audit committees, advising employees to seek legal counsel early, and maintaining integrity throughout the process are essential strategies. Additionally, advocating for client independence and delivering bad news with firmness are crucial aspects of managing crises and investigations effectively.

Provided By

Securities Docket
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Panelists

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William McLucas

Partner
WilmerHale

William McLucas is one of the most sought-after advisors to public companies, boards of directors, audit committees and special committees dealing with corporate crises and related issues. He joined the firm after serving for more than eight years as Director of Enforcement for the Securities and Exchange Commission—longer than any other Enforcement Division Director in Commission history. He represents public companies, investment banks, accounting firms and advisors to mutual funds facing a variety of corporate and market crises, as well as Securities and Exchange Commission investigations. Mr. McLucas is chair of the firm's Securities Department.
In 1977, Mr. McLucas joined the Securities and Exchange Commission's Division of Enforcement. He led the Division's Staff in numerous high-profile investigations and landmark enforcement actions, including hundreds of insider trading cases and numerous inquiries and proceedings involving public companies, accounting firms, investment banks, and participants in the municipal securities markets.
In addition, Mr. McLucas has overseen numerous audit committee and special committee inquiries, and has also represented numerous corporate executives and directors in connection with Securities and Exchange Commission investigations.
Chambers USA: America's Leading Lawyers for Business describes Mr. McLucas as "a cut above everyone else."

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Sandra Hanna

Partner
Miller & Chevalier

Sandra Hanna leads the firm's Securities Enforcement practice and represents public companies, regulated entities, boards of directors, audit committees, auditors, and individuals in investigations and proceedings by the U.S. Department of Justice (DOJ), U.S. Securities and Exchange Commission (SEC), Public Company Accounting Oversight Board (PCAOB), Financial Industry Regulatory Authority (FINRA), and various other federal agencies. She has significant experience working as an Independent Corporate Monitor, or counsel to the Monitor, in connection with settled enforcement matters with the DOJ and SEC and also routinely provides clients with regulatory and compliance advice.
Ms. Hanna is recognized as a nationwide leader in securities enforcement matters. In 2021, she was named "Lawyer of the Year" by Best Lawyers in America? for securities enforcement matters. Chambers USA has described her as "a terrific, incredibly smart, and experienced SEC lawyer" and "an expert in her field: thoughtful, tenacious, and dedicated to client service." Securities Docket named her to its "Enforcement 40" list of "the best and brightest securities defense lawyers" and Best Lawyers in America? has recommended her as a leading attorney in Securities Regulation since 2016. Ms. Hanna serves on the Law360 Securities Editorial Advisory Board and previously served as the Co-Chair of the DC Bar subcommittee on Securities Enforcement. She is a regular speaker at industry conferences concerning government enforcement matters and corporate governance issues.
Prior to joining Miller & Chevalier, Ms. Hanna spent nine years at a premier SEC Enforcement boutique law firm, which she co-founded. She previously worked at three international law firms. During law school, she worked in the Summer Honors Program in the SEC's Division of Enforcement. Prior to attending law school and business school, she managed the professional careers of several Grammy Award-winning musicians.
Ms. Hanna grew up in New York City and attended the United Nations International School. She remains active in several charitable organizations and devotes significant time to pro bono activities.

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Brad Bondi

Partner
Paul Hastings LLP

Brad Bondi is Global Co-Chair of the Investigations and White Collar Defense practice at Paul Hastings and a nationally recognized litigation partner. He focuses on securities and financial investigations (SEC and DOJ) and securities and complex litigation. He also advises boards of directors and audit committees concerning significant governance matters. He is based in Washington, D.C. and New York.
Mr. Bondi has two decades of experience representing and counseling companies, financial institutions, boards of directors, audit committees, and senior executives in a broad range of investigations and complex business litigation, with an emphasis on securities and financial regulations and corporate governance matters. He previously held senior positions in government, including at the Securities and Exchange Commission.
Mr. Bondi leads the representation of significant legal matters including major litigation in trial and appellate courts and in arbitrations (securities litigation, derivative litigation, and complex business litigation), SEC, FINRA, and PCAOB enforcement matters, criminal inquiries (including FCPA, DOJ, and USAO matters), and various investigations (including independent investigations overseen by audit committees and special committees).
Mr. Bondi regularly advises financial institutions, including banking institutions, broker-dealers, investment advisers, mutual funds, and hedge funds, and their respective boards on issues relating to compliance with securities laws, criminal laws, SEC and FINRA rules, and governance requirements.
Mr. Bondi defends clients in enforcement actions, prosecutions, and investigations initiated by federal and state agencies and departments, including the Securities and Exchange Commission (SEC), Department of Justice (DOJ), United States Attorneys and grand juries, State Attorneys General, Federal Deposit Insurance Commission (FDIC), Office of the Controller of the Currency (OCC), Financial Industry Regulatory Authority (FINRA), Federal Reserve, Office of Foreign Assets Control (OFAC), Public Company Accounting Oversight Board (PCAOB), Consumer Financial Protection Bureau (CFPB), and Federal Trade Commission (FTC). On occasion, he has served as an expert witness regarding issues relating to securities law and insider trading law.
Mr. Bondi formerly served as a member of the executive staff of the SEC as Counsel to two Commissioners for enforcement actions and regulatory rulemaking. In this capacity, he advised on enforcement matters and regularly liaised with SEC Enforcement staff in the home and regional offices on numerous enforcement actions. He also served on the steering committee for the SEC’s “Strategic Plan for Fiscal Years 2010-2015” and on working groups related to enforcement initiatives. While at the SEC, Mr. Bondi was detailed to the Financial Crisis Inquiry Commission, where he served as deputy general counsel and led one of the three investigative teams examining the causes of the financial crisis. In that role, he interfaced with various other regulators and law enforcement agencies. Mr. Bondi also briefly served on detail as a Special Assistant United States Attorney, handling criminal prosecutions in the U.S. Attorney’s Office for Eastern District of Virginia, and as a state criminal prosecutor in an externship while in law school. Following law school, Mr. Bondi served as a law clerk to the Honorable Edward E. Carnes, Judge of the United States Court of Appeals for the Eleventh Circuit.
In addition to his practice, Mr. Bondi teaches advanced securities law classes as an adjunct professor at Georgetown University Law Center and George Mason University School of Law, and he is a Visiting Clinical Lecturer in Law at Yale Law School. He serves as an elected member of the steering committee of the Corporation, Finance and Securities Law Community section of the D.C. Bar. Mr. Bondi has provided expert testimony to Congress on securities law enforcement and has aided Congress in drafting legislation. He serves as a senior fellow at the Center for Financial Stability, a nonprofit, nonpartisan, and independent think tank focusing on financial markets for the benefit of investors, officials, and the public. He is involved in international regulatory issues as a member of the Pallanza Group, an annual gathering of U.S. and European leaders hosted by the Istituto Bruno Leoni of Milan, Italy. In 2012, Mr. Bondi served as a delegate to the 34th Annual American Council on Germany Young Leaders Conference in Germany. He also is a member of the board of advisers of the Economic Crime and Cybersecurity Institute, which supports education and research in economic crime and information security and functions as a resource for corporate, government, and law enforcement entities, and he is a member of the Exchequer Club of Washington.
Mr. Bondi is admitted to practice in Washington, D.C., New York, and Florida, as well as several federal courts. He also is a Certified Fraud Examiner (CFE).

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William Baker

Partner
Latham & Watkins

William R. Baker III is the Local Co-Chair of the Litigation & Trial Department in the Washington, D.C. office of Latham & Watkins. Mr. Baker handles a broad range of business regulatory and corporate governance matters, including representing corporations, auditing and other professional firms, investment banks, and other financial institutions in US Securities and Exchange Commission (SEC) and other regulatory enforcement proceedings. In addition, Mr. Baker conducts internal investigations on behalf of management and boards of directors. He regularly counsels clients on SEC reporting, disclosure, compliance, and corporate governance requirements. Prior to joining Latham, Mr. Baker was Associate Director of the Division of Enforcement at the SEC, where he worked for 15 years. In that capacity, he was responsible for supervising all types of SEC enforcement activities, including investigations involving issuer accounting fraud and other disclosure violations, insider trading, market manipulation, and broker-dealer misconduct. During his tenure as Associate Director, Mr. Baker led numerous high-profile investigations that resulted in several landmark enforcement actions, including the global settlement in 2000 involving the Commission, Department of Treasury, Department of Justice, Internal Revenue Service, National Association of Securities Dealers, and 21 securities firms that resulted in those firms paying a total of US$195 million to resolve claims that the firms charged excessive markups on government securities, and the Commission's action against WorldCom Inc., involving one of the largest financial frauds in history. While at the Commission, he was a recipient of the SEC's Stanley Sporkin Award, awarded by the Chairman of the SEC in recognition of outstanding contributions to the Enforcement program, and of the Commission's Law and Policy Award.
Mr. Baker is consistently recognized as a leading securities litigation lawyer by Chambers USA and The Legal 500 US and is listed as one of the Best Lawyers in Washington by Washingtonian magazine. In 2019, he was recognized by Benchmark Litigation as a Litigation Star, and in 2017, he was named to BTI Consulting Group’s Client Service All-Star List, which recognizes national leaders in superior client service identified directly by corporate counsel and executives. He is the co-author of "Corporate Internal Investigations after Sarbanes-Oxley" published in Volume II of The Practitioner's Guide to the Sarbanes-Oxley Act (American Bar Association 2005) and is a contributor to Securities Law Techniques (Matthew Bender). He was named to the Securities Docket 2013 Enforcement 40 list, which includes the 40 best and brightest securities enforcement defense attorneys in the industry.
He is Co-Chair of the Sub-Committee on SEC Enforcement and Civil Litigation of the American Bar Association Business Law Section and serves on the Advisory Council of the SEC Historical Society. From 2001 – 2004, Mr. Baker was an adjunct professor at George Washington University Law School, where he taught Securities Regulation. He is a frequent speaker and panelist on securities law issues at programs organized by a wide variety of groups, including the American Bar Association, the District of Columbia Bar Association, the Association of the Bar of the City of New York, the Securities Industry Association, The Bond Market Association, the Justice Department's National Advocacy Center, the Practicing Law Institute, Georgetown University Law Center, and Stanford Law School.
After graduating from law school, Mr. Baker clerked for Judge Douglas W. Hillman, United States District Judge for the Western District of Michigan.

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Haimavathi Marlier

Partner, Securities Litigation, Enforcement, and White Collar
Morrison & Foerster, LLP

Haima Marlier is co-chair of Morrison Foerster’s Securities Litigation, Enforcement, and White Collar Defense Group. Drawing on her experience as a former Securities and Exchange Commission Senior Trial Counsel, Haima represents public and private companies, financial services providers, and individuals in SEC and other government investigations, Financial Industry Regulatory Authority (FINRA) investigations, and internal investigations, as well as in related litigation. She has extensive experience litigating in federal, state, and administrative courts, leading complex negotiations, and representing her clients in mediation. She also routinely counsels clients regarding, and is a speaker on, SEC enforcement developments, trends, and enforcement risk mitigation.
Haima joined the firm after nine years at the SEC’s New York office, which bears responsibility for regulating the largest concentration of SEC-registered financial institutions in the nation. While at the SEC, Haima served as lead counsel on a number of prominent enforcement litigations and investigations involving public companies, registered investment advisers, broker-dealers, banks, and individuals in matters arising under the federal securities laws. She has also worked closely with foreign securities regulators, numerous U.S. Attorney’s Offices, and FINRA.
Haima serves on the Board of Trustees of the SEC Historical Society, a non-profit dedicated to preserving the knowledge and history of financial regulation; mentors Penn State students of color who aspire to become lawyers; and is a member of the Board of Directors of, and a volunteer running coach for, Girls on the Run New Jersey, a nonprofit dedicated to inspiring girls to recognize their inner physical and emotional strength. She also maintains an active pro bono practice.
Haima was recently named among Crain’s New York Business’ Notable Diverse Leaders in Law and Legal 500 US has consecutively named her as a recommended lawyer in “Corporate Investigations and White Collar Criminal Defense.” While at the SEC, Haima was honored with numerous SEC Division of Enforcement Director’s Awards and was the New York Regional Office nominee for the SEC’s Manual F. Cohen Award.


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