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Securities Enforcement and Litigation

Overview

Nutter’s securities enforcement and litigation attorneys have an unusual combination of trial, government, and industry experience that enables it to serve our clients well. Our team of senior advocates has significant experience and success in representing some of our largest financial institutions, corporations, and their executives. With the benefit of their experience, our lawyers have obtained successful outcomes for our clients in many government enforcement, regulatory, and private securities actions.

Clients choose us for our ability to produce results and deliver value. We prepare a case for success with efficiency in our processes and leanness in our staffing. We also commit significant partner-level attention to each and every matter.

Our Team
The Nutter team is particularly adept at dealing with claims related to finance and wealth management and has regularly served several of the top 10 financial services firms in the world, as well as public and private companies; accounting, finance, and investment professionals; and corporate executives and directors.

The accomplishments of Nutter’s securities enforcement and litigation attorneys have been recognized by: 

  • The Best Lawyers in America
  • Chambers USA: America’s Leading Lawyers for Business
  • U.S. News & World Report/Best Lawyers

The senior members of our securities enforcement and litigation team include:

Ian D. Roffman, who served for seven years in the Enforcement Division of the U.S. Securities and Exchange Commission, rising to the position of Senior Trial Counsel in the Boston office. While at the SEC, he led dozens of high-profile investigations and enforcement actions involving public company disclosures, mutual funds, investment advisors, broker-dealers and insider trading, and he received the Enforcement Director’s Award and the Chairman’s Award for Excellence.

Jonathan L. Kotlier, who served for 12 years in the U.S. Attorney’s Office for the District of Massachusetts, during eight of which he was Chief of the Economic Crimes Unit. He worked closely with the Securities and Exchange Commission and the Massachusetts Division of Securities on securities fraud cases and has conducted internal investigations and represented numerous high level corporate officers in investigations by the SEC and Department of Justice. Jonathan is a seasoned trial lawyer, having tried over 20 cases to verdict.

Mark C. Jensen, who previously served as associate general counsel of one of the largest financial services firms in the country. He has more than 15 years of experience in high-stakes securities litigation and more than 10 years of experience in investment company transactional, governance, and regulatory advice.

What We Do
Our securities enforcement and litigation team provides counseling, compliance advice, and advocacy in connection with: 

  • Investigations by regulators and government prosecutors 
  • Enforcement proceedings brought by regulators and prosecutors 
  • Internal investigations for companies, audit committees, special board committees, general counsel or compliance officers 
  • White collar criminal defense for individuals accused of legal misconduct 
  • Defense of securities class actions and derivative claims 
  • Private securities litigation, including shareholder merger litigation, litigation related to disputes with minority shareholders, and customer arbitration claims concerning sales practices and product issues

Nutter has repeatedly handled, among others, disputes involving allegations related to: 

  • Federal securities laws 
  • State securities laws 
  • Self-regulatory organization rules 
  • Breach of fiduciary duty 
  • Broker-dealer compliance 
  • Business valuations 
  • Disclosure issues 
  • Insider trading 
  • Investment adviser fraud or abuse 
  • Market timing 
  • Offering fraud 
  • Options backdating 
  • Revenue recognition and accounting issues

Representative Experience
Public corporations and their executives engage Nutter for their deep experience with securities investigations. A few recent examples include:

  • Represented a Fortune 200 technology company in an SEC accounting investigation. Investigation closed with no action.
  • Represented many public companies in shareholder class action and derivative claims arising out of mergers and acquisitions.
  • Represented the CEO and CFO of a brand name retail company in an SEC accounting investigation. Investigation closed with no action.
  • Represented CFO of high-profile technology company in SEC accounting and disclosure investigation. Investigation closed with no action.
  • Represented the head of Investor Relations of a Fortune 100 company in an insider trading investigation. Investigation closed with no action.
  • Represented a Big Four accounting firm in multiple civil actions and government investigations.
  • Represented a public company provider of management services in SEC and NASD inquiries into alleged insider trading. Investigation closed with no action.

Who We Represent
Nutter represents a broad spectrum of businesses and individuals, including: 

  • Executives, directors, boards, and board committees
  • Public and private companies
  • Broker-dealers and investment advisors
  • Banks and credit unions
  • Securities industry professionals
  • Private equity and hedge fund firms and their principals
  • Accounting firms
  • Traders
  • Governmental departments and agencies
  • Witnesses, targets, defendants, and whistleblowers in government enforcement actions 

View Practice Team

Representative Matters

Representative Matters

  • Won acquittal after three-week securities fraud trial in federal court for general counsel of publicly traded software company

    Nutter won an acquittal after a three-week trial in federal court for the general counsel of a publicly-traded software company charged with securities fraud and false statements in the first prosecution arising out of the AOL/Time Warner merger.

  • Represented public company provider of management services in alleged insider trading inquiries by SEC and NASD

    Represented a public company provider of management services in SEC and NASD inquiries into alleged insider trading in which no charges were brought.

  • Represented public company executives in SEC inquiries

    Represented the executives of a public company in SEC inquiries into possible accounting and disclosure fraud in which no charges were brought.

  • Represented senior executive of a financial services company in SEC inquiries

    Represented a senior executive of a financial services company in SEC inquires into disclosures about subprime in which no charges were brought against Nutter’s client.

  • Represented publicly-traded utility in SEC and state securities bureau investigations

    Represented a publicly-traded utility in SEC and state securities bureau investigations into alleged non-disclosure of transactions with a corporate officer and insider trading; lengthy investigations were resolved by settlement viewed by the client as favorable.

  • Represented major investment firm in contract dispute

    Represented a major investment firm in a contract dispute arising out of alleged violations of British stock exchange laws; contract dispute was settled on terms regarded by client as favorable.

  • Represented major bond underwriter in securities fraud claim

    Represented a major bond underwriter in federal securities fraud claim winning motion to dismiss.

  • Conduct internal investigations for public companies

    Repeatedly conducting fruitful internal investigations for public companies concerning accounting practices, disclosures, leaking of confidential information and other issues.

  • Represented company and its president in government appeal of dismissal of criminal case

    Representing a company and its president in a government appeal of dismissal of a criminal case involving accusations of false statements made in a Wells submission in which we won affirmation of dismissal of all charges.

  • Represented foreign holding company victimized by fraudulent investment scheme

    Representing a foreign holding company that was victimized by a fraudulent investment scheme and successfully obtaining a preliminary injunction in federal court.

  • Successful avoidance of enforcement action by U.S. Treasury Department against financial institution

    Successfully avoided an enforcement action by the U.S. Treasury Department against a financial institution that failed to file currency transaction reports for over $50 million in cash deposits.

  • Represented trader at major investment firm in SEC investigation

    Represented a trader at a major investment firm in an SEC investigation of alleged insider trading; no charges were brought.

  • Represented employees of large investment management firm in SEC investigation

    Represented employees of a large investment management firm in an SEC investigation of allocations of initial public offerings; no charges were brought.

  • Represented CEO of major investment management firm against SEC and various state attorney general investigations

    Represented the CEO of a major investment management firm in connection with SEC and various state attorney general investigations of the mutual fund industry; no charges were brought.

  • Represented former broker of major investment firm in SEC lawsuit charging fraud

    Represented a former broker of a major investment firm in an SEC lawsuit charging fraud in connection with excessive trading and market timing; negotiated a resolution viewed by the client as favorable.

  • Represented individuals in multiple SEC investigations

    Represented individuals in multiple SEC investigations concerning options backdating at several public companies; no charges were brought.

  • Represented CFO of public company in SEC investigation

    Represented the CFO of a public company in an SEC investigation concerning accounting disclosures; no charges were brought.

  • Represented hedge fund managers in SEC investigation

    Represented hedge fund managers in an SEC investigation regarding market timing; no charges were brought.

  • Obtained dismissal of multiple fraud and breach of fiduciary duty actions

    Obtained the dismissal of multiple fraud and breach of fiduciary duty actions filed in a California state court against a managing director of a private equity fund sitting on the board of directors of a health care management corporation.

  • Successful avoidance of suit for mutual fund client

    Successfully avoided a suit for a mutual fund client in connection with an investigation by the Massachusetts Division of Securities.

  • Eastern Bankshares, Inc.

    Nutter served as legal counsel to Eastern Bank Corporation, the mutual holding company of Eastern Bank, in its conversion to a fully public stock holding company known as Eastern Bankshares, Inc. (NASDAQ Global Select Market: EBC).

  • Eastern Bankshares, Inc.

    Nutter served as legal counsel to Eastern Bankshares, Inc. (Nasdaq Global Select Market: EBC), the stock holding company for Eastern Bank, in connection with its acquisition of Century Bancorp, Inc. (Nasdaq: CNBKA), the stock holding company for Century Bank and Trust Company, in a transaction valued at approximately $642 million.

  • Fidelity Bank

    Nutter successfully obtained a settlement on behalf of its client Fidelity Bank in connection with a multi-district litigation class action relating to the TelexFree international Ponzi scheme. The Court approved the $22.5 million settlement and entered judgment dismissing the claims with prejudice. The legal team was led by Ian Roffman, chair of Nutter’s Securities Enforcement and Litigation practice, and included Joe Toomey, Ken Ehrlich, and Tom Curry.

  • Public Company Financial Disclosure Investigation

    Nutter successfully represented a former public company CFO in an SEC investigation of financial disclosures made before the company’s bankruptcy filing, with no charges filed. 

  • Retail Firm Investigations

    Nutter represented registered investment advisers, broker-dealers, and investors in many investigations by the SEC and state regulators involving a full range of regulatory issues, including registration, conflict of interest disclosure and supervision, resulting in settlements or no charges filed. 

  • SEC Marketing Investigation

    Nutter successfully represented a major retirement plan service provider in an SEC investigation into marketing practices involving school district plans, with no charges filed. 

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eDiscovery

eDiscovery

Nutter’s eDiscovery team is comprised of knowledgeable and seasoned litigation attorneys working in concert with our litigation technology professionals. Nutter is focused on providing creative, agile, and cost effective eDiscovery solutions to our clients starting from preservation at the initial anticipation of litigation through production, retention, and, ultimately, destruction.

Our Team
Our multidisciplinary team understands the ever-expanding universe of data and the technical, legal, and financial challenges it presents. Nutter has a deep bench of litigation attorneys with extensive experience handling complex eDiscovery matters. Nutter’s litigators draw on the substantial technical expertise from the firm’s technology professionals, including multiple Certified E-Discovery Specialists (CEDS) with the Association of Certified E-Discovery Specialists (ACEDS).

What We Do
Our experienced litigation technology professionals can handle Electronically Stored Information (“ESI”) internally from collection to production through our advanced technology platforms, or work with our vendors and our clients to craft a tailored approached to ESI management. We have extensive experience in managing all aspects of the eDiscovery process, including identification, preservation, collection, review and analysis, and production. Our data hosting infrastructure provides secure access to clients and external parties at a cost significantly below vendor market rates.

The Nutter team, led by Seth Berman, leverages its experience with a wide array of workflows and advanced technology, including technology-assisted review, to maximize efficiency in the document review process with strategies that are defensible in court. We design meticulous quality control procedures when managing a team of expertly trained contract lawyers and advanced forensic data analysis firms, to ensure an effective and efficient process.

Nutter approaches each new eDiscovery challenge with practical and defensible processes to ensure a streamlined and cost-effective outcome.

Experience

  • Won acquittal after three-week securities fraud trial in federal court for general counsel of publicly traded software company

    Nutter won an acquittal after a three-week trial in federal court for the general counsel of a publicly-traded software company charged with securities fraud and false statements in the first prosecution arising out of the AOL/Time Warner merger.

  • Represented public company provider of management services in alleged insider trading inquiries by SEC and NASD

    Represented a public company provider of management services in SEC and NASD inquiries into alleged insider trading in which no charges were brought.

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