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Margaret Gembala Nelson

Partner, Foley & Lardner LLP

Margaret Gembala Nelson's profile photo
LocationChicagoIllinois, United States
Current rolePartnerFoley & Lardner LLP · since Jan 2018
Government service10yrsSecurities and Exchange Commission (SEC) · U.S. District Court

About

Partner Margaret Gembala Nelson is the national chair of Foley & Lardner LLP’s Securities Enforcement & Litigation Practice Group. She represents accounting firms, financial service entities, corporations and their professionals in auditor liability matters, government enforcement investigations and examinations, and complex securities and business litigation.

Margaret has more than 20 years of experience as a regulatory and litigation lawyer focusing on complex securities, accounting, compliance, and commercial matters.

Prior to joining Foley, Margaret spent over five years as assistant general counsel for a large accounting firm where she oversaw all of the firm’s regulatory matters and much of its litigation across all business lines. In this role, she regularly interacted with the SEC, PCAOB, Department of Justice, CFTC, FDIC, Department of Labor, FINRA and various state agencies in connection with regulatory inquiries, investigations, and actions. Additionally, she routinely advised the firm on compliance, risk management, and inspection issues, gaining significant insight into the legal issues confronting the accounting industry.

Also before coming to Foley, Margaret worked at the SEC’s Chicago Regional Office for nine years as senior counsel. While there, she spearheaded numerous high-profile investigations and litigation involving a wide array of securities issues, including financial fraud, offering fraud, registration violations, broker-dealer misconduct, advisory conflicts of interest and insider trading, and often coordinated parallel investigations with other federal and state agencies, including the Department of Justice, Department of Labor, FINRA and the New York State Attorney General’s Office. Margaret was also a member of the Asset Management Unit, a national specialized unit within the SEC’s Enforcement Division that focuses on issues relating to investment advisers, investment companies and private funds.

Following law school, Margaret served as a judicial clerk to the Honorable Jerome Turner of the U.S. District Court, Western District of Tennessee. She also worked for a leading Chicago law firm focusing on complex commercial and securities litigation.

Roles

Jan 2018–Present
Current role

Partner

Foley & Lardner LLP

Chicago, Illinois

AttorneyEnvironmental LawBankruptcy AttorneyCivil LitigationCriminal DefenseSecurities LawHealth LawWhite Collar CrimeCriminal LawEnvironmental, Social, and Governance (ESG)Corporate LawAppellate LitigationEmployment / Labor Law

· Represent accounting firms, financial service entities, corporations and their professionals in accountants' liability matters, government enforcement investigations, securities litigation and internal investigations.
· Provide ongoing advice to accounting firms, financial service entities and other companies on event response, ongoing compliance matters, risk management issues and regulatory examinations and inspections.

Jan 2012–Oct 2017
Former role

Assistant General Counsel

RSM US LLP

Chicago, Illinois

Securities LawWhite Collar CrimeEnvironmental, Social, and Governance (ESG)Corporate LawAppellate Litigation

· Participated, managed and oversaw litigation across all business lines for accounting firm by devising defense strategies, managing defense budgets, preparing responses to discovery, preparing and representing witnesses deposed, drafting/reviewing pleadings and negotiating settlements.
· Managed, oversaw and participated in all regulatory inquiries, investigations and actions (SEC, PCAOB, Department of Justice, CFTC, FDIC, Department of Labor and FINRA) by communicating with government counsel, responding to requests and subpoenas, preparing witnesses for testimony and drafting/reviewing regulatory submissions.
· Conducted internal inquiries and investigations on firm matters, including those stemming from whistleblower complaints.
· Advised on current engagements, initiatives and compliance matters that present risk to minimize potential legal exposure.
· Provided periodic training on firm policies, best practices and regulatory changes.
· Advised wealth management advisory business on disclosure and other legal issues.

Oct 2002–Feb 2012
Former role

Senior Attorney

Securities and Exchange Commission (SEC), Enforcement Division

(appointed)Illinois Central District

Securities LawWhite Collar CrimeCriminal LawAntitrustCorporate LawCriminal Investigation

Senior Staff Attorney, October 2003 - December 2011; Staff Attorney, October 2002 - October 2003
· Conducted various Enforcement investigations in areas of financial fraud, market-timing, conflicts of interest, compliance violations, registration violations, offering fraud and insider trading. Where appropriate, recommended actions to the Commission, instituted and litigated such actions, and negotiated settlements. Became member of Asset Management Unit in July 2010 focusing on investment advisers, investment companies and private funds.
· Obtained and gave guidance on specific ethical issues raised by colleagues in role of Ethics Liaison.
· Received Special Act Awards, Chairman Awards and Director Awards for various contributions to Enforcement Division.

Jun 2000–Oct 2002
Former role

Associate

Sachnoff & Weaver, Ltd. (now Reed Smith)

Chicago, Illinois

Legal Officers and PractitionersLegal Investigator

· Performed various tasks for complex, commercial cases, including drafting complaints, motions to dismiss, motions for summary judgment, discovery requests and research memos; taking depositions; conducting discovery conferences and appearing in court. Participated in § 1983 evidentiary hearing and drafted Seventh Circuit appellate briefs regarding contract interpretation dispute and interpretation of mandatory arbitration provisions of the CEA and CFTC regulations.

Aug 1999–Jun 2000
Former role

Law Clerk

U.S. District Court

(appointed)Tennessee

Law ClerkLegal Assistant

Served as judicial law clerk to the Honorable Judge Jerome Turner. Drafted judicial opinions on dispositive motions after discussing applicable legal standards and factual issues with Judge.

Jun 1997–Aug 1997
Former role

Judicial Extern

U.S. District Court

(appointed)Illinois Northern District

Legal

Honorable David H. Coar.

Recognition

Honors

Special Act Awards, Chairman Awards and Director Awards

U.S. Securities and Exchange Commission

Chicago, Illinois | February 2012

Received Special Act Awards, Chairman Awards and Director Awards for various contributions to Enforcement Division.

Publications & speeches

Foley Represents Baker Tilly in Connection With Its Strategic Investment Led by Hellman & Friedman

foley.com

February 2024

Foley & Lardner LLP represented Baker Tilly, a leading advisory CPA firm, in connection with its strategic investment from private equity firms Hellman & Friedman (H&F) and Valeas Capital Partners (Valeas). This transaction represents the largest U.S. advisory CPA private equity transaction to date.

Link

Dual-Hatted CEO and CCO Named Individually in SEC Settlement for Compliance Violations

foley.com

December 2022

On December 5, 2022, the SEC filed a settled action against investment advisory firm Two Point Capital Management Inc. (the Firm) and its chief executive officer, who also served as the Firm’s chief compliance officer until February 2021 (TPCM CEO/CCO). The Firm and TPCM CEO/CCO agreed to pay $100,000 collectively to settle the matter, with the SEC charging the TPCM CEO/CCO individually for causing the Firm’s violations.

Link

The SEC’s Latest CCO Case and the Ongoing Need for a Framework

foley.com

August 2022

On June 30, 2022, the SEC filed a settled action against Hamilton Investment Counsel, LLC (the “Firm”) and its chief compliance officer (“HIC CCO”). Notably, the SEC charged the HIC CCO with willfully aiding and abetting the Firm’s violations of Section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder – or more simply stated, the SEC charged the HIC CCO with aiding and abetting the Firm’s compliance rule violations. The primary underlying conduct involved compliance failures related to an investment advisory representative (“IAR”) not disclosing outside business activities to the Firm.

Link

Ripple Battle Offers Defense Strategy Against SEC Privilege

foley.com

July 2022

In U.S. Securities and Exchange Commission v. Ripple Labs Inc., a discovery battle over claims of privilege by the staff of the SEC’s Division of Enforcement in combination with a recent U.S. District Court for the Southern District of New York ruling, could make waves that will affect future litigation with the SEC.

Link

Basics of Accounting for Lawyers 2019

Practicing Law Institute

May 2019

Co-chairing

Accountants’ Liability 2019: Strategies for the Profession in an Era of Heightened Enforcement

American Law Institute Continuing Legal Education Course

October 2019

Speaker

Accountants’ Liability 2018: The Profession in an Uncertain World

American Law Institute Continuing Education Course

October 2018

Speaker