Michele Wein Layne

Settled accounting fraud case involving false financial statements and disclosures concealing massive bribery and bid-rigging scheme. Settled action involving improper revenue recognition and misleading disclosures in SEC filings and earnings presentations. Settled FCPA action involving a large-scale bribery scheme involving the use of sham consultants to secretly funnel money to government officials in multiple countries. FCPA case involving hiring of employees or interns of foreign government officials. Accounting disclosure case involving misleading statements about company’s significant credit risk resulting in fraud and insider trading charges against the former CEO and fraud charges against the former COO and CFO. First stand-alone SOX 304 action against former CEO.

Settled charges against an investment adviser to private fund that it failed to disclose several financial conflicts of interests and misallocated fees and expenses. Settled charges against an investment adviser that it misled investors about the performance of one its first actively managed exchange traded funds (ETFs) and failed to accurately value certain fund securities. Settled action against an investment adviser involving undisclosed US$50 million loan by client to one of the adviser’s executives. Settled action against a registered broker-dealer involving deficiencies in its anti-money laundering program. Settled charges against an investment adviser for concealing investor losses that resulted from a coding error and engaging in cross trading that favored some clients over others. Investment adviser with nationally syndicated radio program charged with fraudulently misrepresenting the validity of purported back-testing in seminars for prospective investors interested in his strategy for retirement savings. International hedge fund portfolio pumping scheme involving manipulation of several US microcap stocks resulting in actions against the hedge fund traders, the broker-dealer and its president, and the chief compliance officer. Mutual fund administrator fraud action involving kick-back arrangements with 27 mutual fund advisers who improperly used fund assets to subsidize marketing expenses. Resulted in actions against the fund administrator, adviser, former chairman of fund board, and general counsel. Market timing and late trading matter involving broker-dealer and its principal who reaped illicit profits.

Emergency action freezing over $80 million held by foreign based traders, who had traded in advance of merger announcements involving several companies. Charged company and former CEO with illicit trading in securities of another public company used material, non-public information obtained through merger discussions with that company. Action against two software engineers employed by a newswire distribution company who made $1.6 million by trading ahead of non-public, market-moving financial information. Through their access to the company’s press release distribution system they learned of headlines, times, and publication dates of forthcoming announcements, collectively trading in advance of more than 1,600 such announcements. Action against a former senior executive who traded on dozens of occasions based on information he received in confidential reports in advance of favorable earnings announcements realizing profits of more than $850,000. Action against audit partner who tipped close friend with confidential details about audit clients enabling friend to profit by more than US$1.2 million in illicit profits trading ahead of earnings or merger announcements. Action against chairman and CEO alleged to have made more than US$130 million in a secondary offering of his stock.

SEC's Report of Investigation regarding companies' internal accounting control obligations in the face of cyber-based attacks. Settled action against company charged with violations arising from its unregistered offering of crypto asset securities. Charged company and founders with defrauding investors in a fraudulent and unregistered initial coin offering (ICO) that raised more than US$1.8 million from thousands of investors.

In the past dozen years the SEC's whistleblower program has awarded about $100 million a year to tipsters. But the price is eternal vigilance over companies' agreements with employees, which sometimes include language impeding their rights to inform the government of wrongdoing. The article looks at how and why the SEC scrutinizes employment agreements and what it does when companies cross the line set down by Rule 21F-17(a), enacted under the Dodd-Frank Act.

As a highly respected authority on federal securities laws, Michele has been invited as a guest lecturer at UCLA School of Law, USC School of Law, and the UCLA Anderson School of Management. She is a frequent speaker at industry and legal symposiums, including those sponsored by: Securities Enforcement Forum West American Bar Association Los Angeles County Bar Association Beverly Hills Bar Association Practicing Law Institute Directors Roundtable The Securities Regulation Institute IA Watch Investment Adviser Association National Regulatory Services Southern California Compliance Group