INTERNAL & GOVERNMENT INVESTIGATIONS
Board and Internal Investigations
With one of the largest practices of its kind among AmLaw 100 law firms, Wilson Sonsini Goodrich & Rosati has a team of attorneys experienced with undertaking board and internal investigations on behalf of corporate clients. The firm's investigations team has earned the confidence of senior management and boards of directors at some of the world's leading companies by providing sound counsel and effective, often best-case-scenario results.
WSGR attorneys have led investigations at the request of boards, audit committees, special committees, management, and in-house legal counsel. Investigations have often been initiated to assess and report on possible oversights or improprieties. The firm's attorneys have shown they are attuned to the unique board and board committee composition and independence considerations often tied to investigations.
Our team's experience gives us the ability to lead an investigation of any size and scope from start to finish. Investigations have ranged from short-term fact-finding inquiries to long-term comprehensive probes involving highly sensitive issues when the objective is to avoid or resolve systemic problems.
Recent internal investigations have concerned potential accounting issues, disclosure requirements, possible FCPA violations, healthcare fraud inquiries, and insider trading. Our investigations team has also conducted due diligence and other internal assessments in conjunction with high profile mergers and acquisitions, financings, and other corporate transactions.
In certain investigations, we helped clients achieve containment, so minor issues never escalated into high-profile controversies. In others, we mobilized quickly to help clients protect corporate brands and reputations. We have also advised clients on policies and internal controls aimed at avoiding future penalties or risk of exposure.
Clients in this area have included mid-size to global companies in key industries, including the computer hardware, software, life sciences, healthcare, energy, social media, and pharmaceutical sectors.
Wilson Sonsini Goodrich & Rosati has an experienced team of attorneys who have represented companies and individuals in conjunction with government investigations. Our attorneys have assisted clients facing all types of inquiries. We have represented clients in smaller, informal government inquiries, advising on initial fact-finding efforts, including responding to letters of inquiry or subpoenas. We have also represented clients in large-scale, formal investigations, including parallel criminal and civil proceedings involving potentially significant financial penalties or other severe consequences.
We have frequently been retained to assist in government investigations at the request of in-house counsel, senior management, boards, audit committees, and existing outside counsel. Our government investigations clients have included mid-size to global companies, many of which are in highly competitive industries, including the technology, financial, pharmaceutical, energy, consumer, food, and retail sectors.
We routinely represent clients before key federal enforcement agencies, including the Department of Justice (DOJ), the Securities and Exchange Commission (SEC), Federal Trade Commission (FTC), Commodity Futures Trading Commission (CFTC), Internal Revenue Service (IRS), and Financial Industry Regulatory Authority (FINRA). Our attorneys have also represented clients in conjunction with investigations led by various state attorneys general.
Recent government investigations matters have concerned allegations of fraud (including accounting, securities, tax, healthcare, immigration, and mortgage fraud); price fixing or antitrust law violations; bribery; corruption; export-control violations; insider trading; and false claims. The firm has also advised clients in government investigations prompted by whistleblowers.
Highly Relevant Subject Matter Experience
Throughout its existence, WSGR has maintained a robust transactional practice. That factor, combined with today's heightened level of regulatory scrutiny, has given the firm's attorneys the opportunity to amass particular expertise in the following areas:
Financial and Accounting Fraud Investigations
WSGR's attorneys have represented companies and their officers and directors in financial and accounting fraud investigations, including inquiries related to accounting fraud allegations, restatements, financial reporting errors, disclosure issues, potential insider trading violations, and potential Foreign Corrupt Practices Act (FCPA) violations. In a majority of cases, the investigations involved the SEC and/or DOJ; however, WSGR's attorneys have also represented clients during inquiries led by other agencies involved in ongoing oversight and enforcement efforts.
Foreign Corrupt Practices Act
The firm's investigations attorneys have gained significant experience representing clients in FCPA matters. In addition to designing and implementing comprehensive compliance programs, as well as training company representatives on FCPA compliance, our attorneys conduct internal FCPA investigations and risk assessments, advise on possible FCPA violations, and analyze related laws in foreign jurisdictions. When required, we also represent clients in enforcement actions and litigation involving FCPA and corruption issues. Finally, our investigations attorneys also conduct FCPA and anti-corruption due diligence investigations in conjunction with mergers, acquisitions, financings, and initial public offerings.
Antitrust - Civil Enforcement Investigations (FTC and DOJ)
Our attorneys have represented clients before the FTC and DOJ in connection with civil non-merger investigations for several years. We represent companies' interests before both agencies, either in connection with investigations into business practices or in assisting the agencies when investigating the conduct of others.
Antitrust - Criminal Enforcement Investigations
We have successfully counseled clients on criminal antitrust issues and represented numerous companies and individuals in investigations and grand jury proceedings. Our team of antitrust and investigations practitioners have substantial experience handling international investigations, and we routinely represent foreign companies and executives before the DOJ and other competition bodies.
The Advantages of Our Experience and How Results Lead to Trust
Clients benefit from our attorneys' situational awareness, which is sharpened by their familiarity with prosecutorial and enforcement tactics. Further, based on their collective experience, our investigations attorneys can lead investigations of any size and scope, from short-term fact-finding inquiries to long-term comprehensive probes involving highly sensitive issues.
Regardless of size or scope, clients depend on our investigations team to assist from start to finish. In early stages, we have helped clients evaluate available strategies and, in certain cases, significantly narrowed the scope of the investigation and/or convinced the government that charges are not warranted. When investigations proceed our attorneys have taken the lead role in negotiations with enforcement authorities. In certain investigations, we have helped clients achieve complete containment, resulting in the cessation of the inquiry. In others, we have secured settlements resulting in limited or no financial penalty or admissions of wrongdoing.
WSGR's attorneys have earned the trust and confidence of clients by achieving favorable dispositions or disposals of investigations, and because our investigations attorneys remain intensely focused on achieving the best possible resolution on behalf of clients.
Agency and Regulatory Experience
Investigations can create substantial internal strife and disruption, and eventually result in significant damage to a company's reputation and revenue. The consequences of civil or criminal liability are infinitely dire, ultimately posing a threat to the very existence of the business. Only proven, experienced legal counsel will suffice for clients facing investigations. WSGR's internal and government investigations practice consists of senior-level practitioners who are subject matter experts in highly relevant areas.
For example, WSGR's attorneys have previously held significant roles in U.S. Attorneys' Offices, the SEC, the DOJ, the NSD, and other prosecutor or regulatory enforcement posts. Members of the team include:
- A former federal prosecutor in the Criminal Division of the U.S. Attorney's Office for the Eastern District of New York
- A former assistant U.S. attorney in the Criminal Division of the U.S. Attorney's Office for the Southern District of New York
- A former assistant U.S. attorney for the District of Minnesota
- A former federal criminal prosecutor in the Northern District of California
- A former two-term member of the Advisory Committee on the Federal Rules of Criminal Procedure for the U.S. Judicial Conference, appointed by Chief Justice Roberts
- A former enforcement attorney from the SEC's Division of Enforcement
- A former assistant chief of the National Criminal Enforcement Section in the DOJ's Antitrust Division
- A former special assistant to the directors of enforcement in the DOJ's Antitrust Division's Office of Operations
- A former special counsel for international trade in the DOJ's Antitrust Division
- A former assistant U.S. attorney in the Southern District of New York
- A former chief appellate attorney in the Southern District of New York
- A former chief of staff of the DOJ National Security Division
- A former counselor to the DOJ Assistant Attorney General for National Security
- A former deputy chief counsel to the House Permanent Select Committee on Intelligence (HPSCI) and staff director of HPSCI's Subcommittee on Oversight and Investigations
WSGR's team also includes current and former senior officials at major regulatory and judicial bodies in the areas of governance, securities laws, stock exchange rules, compliance, and corporate best practices, including:
- A former Chancellor of the Delaware Court of Chancery
- The current chair of the NYSE Commission on Corporate Governance
- A current member of the IPO (JOBS Act) Task Force created by the U.S. Treasury Department
- A current member of the Advisory Board of the Securities Regulation Institute
- A member of the SEC Advisory Committee on Smaller Public Companies
- The current co-chair of the NASDAQ Listing and Hearing Review Council
- The current chairman of the NYSE Enforcement and Listing Standards Committee
Other attorneys on WSGR's investigations team are closely familiar with the board and board committee composition and independence considerations often tied to internal and government investigations.