Compliance and Government Investigations
In an era of increasingly aggressive government oversight and enforcement, our Compliance and Government Investigations team provides multidisciplinary support to a broad range of business sectors, from our signature healthcare industry representations to cutting-edge work on behalf of diverse financial service firms, as well as companies that contract business directly with the government. We assist clients in matters throughout the United States, advising clients on securities, healthcare and public corruption-related investigations, and work globally, with significant experience in matters related to the Foreign Corrupt Practices Act and other anti-corruption laws.
We have experience across the spectrum of regulatory and enforcement agencies and routinely handle matters involving the U.S. Department of Justice, U.S. Attorneys’ Offices, state attorneys-general, Offices of Inspectors General, the Securities and Exchange Commission (SEC), and the Federal Bureau of Investigation. Our attorneys have significant experience working with federal and state governmental entities, including a former supervisory federal prosecutor with experience as a U.S. Department of Justice Overseas Resident Legal Advisor and as an Organisation for Economic Co-operation and Development (OECD) anti-corruption monitor, and a former SEC Enforcement Division attorney, as well as a former U.S. Chief District Judge.
Our experience allows us to conduct effective internal investigations and to manage client exposure before, during, and after governmental inquiries. We negotiate with governmental officials and where negotiation is not possible, we zealously defend our clients in civil, criminal, administrative and regulatory proceedings.
As a result of our work in this area, our firm has gained a significant measure of respect and trust among regulators. We have been retained to serve in numerous noteworthy roles arising out of SEC enforcement proceedings, such as our work as the Regulatory Auditor for the New York Stock Exchange (NYSE) and the Third Party Auditor for the NYSE Amex, and in similar roles for an international professional services firm and a global financial services company.
Our experience allows us to guide clients through all aspects of their dealings with government agencies and regulators and proactively advise clients on what to expect when facing these challenges. We recognize the importance to our clients of avoiding or minimizing corporate criminal and civil liability for acts of individual wrongdoing; whether and how this can be accomplished are crucial issues for our clients. We understand the relevant governmental policies and priorities that bear on these issues, drawn from our firm’s experience generally and the specific experience of one of our team members in the area of governmental policymaking.
While the stakes for such engagements are undoubtedly high, we also understand the importance of minimizing the disruption these issues can cause to our clients’ business. Simply stated, we stand with our clients before, during and after their dealings with the government to ensure the best possible outcomes.
Areas of Specific Experience
The Bass, Berry & Sims Investigations and Government Enforcement team has significant experience in the following areas:
Securities Fraud and Enforcement
Recent announcements by the Securities and Exchange Commission (SEC) have highlighted the Commission’s commitment to broadening and accelerating its enforcement initiatives. With the addition of new Enforcement Division Units and the announcement of the Enforcement Cooperation Initiative, public companies face increasing challenges in navigating their dealings with regulators such as the SEC.
Our Compliance and Government Investigations team draws on interdisciplinary experience in representing public companies, boards of directors and board committees with respect to internal investigations of fraud, financial reporting issues, allegations of insider trading and employee misconduct, among other issues. We have guided companies in their related disclosure obligations under federal and state securities laws and in dealing with governmental regulators. In particular, we have significant experience in representing companies in responding to inquiries from the SEC and in assisting companies in undertaking voluntary disclosures to the SEC. Clients frequently retain us as independent counsel to assist in navigating their obligations under the federal securities laws.
Representative matters include:
- Nationwide internal investigation for a global accounting firm to assess compliance with SEC remedial order
- Numerous investigations of public company clients, including numerous Fortune 500 companies, regarding financial and accounting irregularities
- Representation of public healthcare company in SEC investigation of issues related to company’s foreign facility
- Representation of national broker-dealer regarding multi-million dollar claim alleging securities violations and fraud of affiliate broker
- Representation of publicly held corporation in investigation conducted by the Financial Industry Regulatory Authority (FINRA)
- Successful representation of a public company in a federal grand jury investigation resulting from an audit by the Office of Inspector General for a federal agency
- Representation of numerous public companies with respect to allegations of insider trading by the SEC and FINRA
- Representation of numerous public companies in matters before the SEC
Independent Regulatory Audits
Bass, Berry & Sims has been retained by regulators such as the Securities and Exchange Commission (SEC) as independent regulatory auditor involving some of the highest-profile financial service entities and professional service firms in the world. In connection with these engagements, we seamlessly deploy multidisciplinary resources throughout our firm.
Representative matters include:
- Engaged as the Regulatory Auditor for the New York Stock Exchange pursuant to the SEC’s Order issued in In re New York Stock Exchange, Inc., File No. 3-11892, Rel. No. 34-51524 (April 12, 2005). In connection with this engagement, Bass, Berry & Sims has undertaken biannual reviews of NYSE floor trading practices since 2006 and provided the SEC with the results of those reviews.
- Engaged as the Third Party Auditor for the American Stock Exchange pursuant to the SEC’s Order issued in In re American Stock Exchange LLC, File No. 3-12594, Rel. No. 55507 (March 22, 2007), to conduct biannual reviews of Amex’s programs related to floor trading practices.
- Engaged to review compliance of an international professional services firm with the terms of SEC order imposing remedial sanctions.
- Retained as special disclosure counsel arising out of SEC enforcement action to advise global financial services company regarding public disclosures
Employee Misconduct
In the context of matters involving allegations of employee misconduct, we typically represent the interests of the company – not the interests of any individual. To that end, we conduct internal investigations when allegations of improprieties initially arise as well as in the context of ongoing governmental investigations. By isolating problems caused by bad actors, these internal investigations have typically achieved favorable resolutions for companies under fire.
Armed with that information, our firm works with clients to determine the course of action that is in the best interests of the company. In many such cases, the government has ceased pursuit of actions against our clients or has favorably settled claims or cases against them.
Representative matters include:
- Investigation of widespread misappropriation of inventory by management level employees of not-for-profit corporation
- Representation of a public company in an internal investigation of $10 million embezzlement
- Numerous investigations for various clients regarding allegations of management misconduct
- Representation of numerous public company clients in connection with employee insider trading allegations
Bank Fraud
Our Compliance and Government Investigations team has achieved significant results in fraud cases at every level of the banking industry: bank holding companies; national and state banks; and federal and state-chartered thrifts. We frequently conduct internal investigations when clients uncover potential wrongdoing and assist clients in dealing with federal and state regulators related to such issues. We are often called on to advise our banking clients with respect to their disclosure obligations stemming from investigations.
Representative matters include:
- Lead counsel in internal investigation at a national bank regarding embezzlement by bank President and CEO and serving as lead counsel in litigation with numerous parties, including fidelity bond and D&O bond litigation. Case involved investigation by the FBI, the OCC, and the United States Attorney
- Lead counsel for national bank in investigation of cyber theft from customer’s account
- Participant in eight-year investigation of business activities of Tennessee banker Jacob F. Butcher including search for concealed assets and unwinding of complex business transactions involving multiple banks
- Investigation of allegations of mortgage fraud at community bank
- Represented national bank in eight state joint attorney general investigation of reaffirmation process used by national bank in consumer bankruptcy cases
- In several OCC investigations and administrative proceedings represented bank loan officers regarding alleged fraudulent lending practices related to bank's nation - wide real estate lending unit
- Defended national bank in False Claims Act suit concerning federally insured loans brought by Justice Department
- Represented lender in investigating suspected kick - backs made by bank officers to customers and in subsequent prosecution of bank officers by Justice Department
Public Corruption and Compliance
We represent individuals and entities in matters concerning allegations of public corruption and fraud and have significant experience in dealing with state and federal prosecutors in connection with such matters. One of our team members served as a federal prosecutor handling major corruption cases.
Representative matters include:
- Representation of healthcare provider in connection with federal investigation and prosecution of state senator
- Representation of a Fortune 500 consumer products manufacturer in an internal investigation and federal suit alleging nationwide intentional interference with contract and interference with business relationships
Congressional Investigations
Congressional investigations and responding to congressional subpoenas require an understanding of the different rules that apply to an investigation conducted by the U.S. House of Representatives or the U.S. Senate. We have navigated clients through the difficult challenges presented by congressional investigations and work closely with clients to negotiate protections for confidential and/or privileged information.
Representative matters include:
- Representation of a Fortune 100 company in connection with a congressional whistle blower
- Representation of a student loan lender and facilitator in responding to a congressional subpoena
- Representation of hospital ownership company in connection with congressional inquiry
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Presentations
| Date |
Topic |
Event |
| June 19, 2012 |
Legal Series: White Collar Crime Enforcement Issues LIVE Webcast |
The Knowledge Congress |
| May 17, 2012 |
A New Focus of the Feds: Using the Travel Act, Federal Fraud and State Public-Corruption Statutes to Prosecute Domestic Corruption by Corporations |
Navigant Legal Roundtable |
| May 1, 2012 |
Structuring or Revamping Your Compliance Program |
ACC Compliance and Ethics Training Program |
| October 24, 2011 |
Intro to Legal Issues in Government Contracts, Grants and Other Funding Agreements |
Association of Corporate Counsel Annual Meeting |
| October 18, 2011 |
Corporate Criminal Liability in the 21st Century: Understanding and Mitigating the Growing Risks to Your Corporate Clients |
Tennessee Bar Association CLE Program |
| July 26, 2011 |
Dodd-Frank Act: Addressing the New Regulatory Compliance Challenges |
Compliance 360 Webinar |
| May 3, 2011 |
Understanding and Responding to Whistleblower Reports |
Association of Corporate Counsel Webinar |
| December 2, 2010 |
Avoiding Unethical and Corrupt Behavior |
National Black Caucus of State Legislators Annual Conference |
| March 2010 |
Conducting an Internal Investigation and Effectively Responding to the Government |
American Conference Institute |
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Publications
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