Securities Enforcement & Regulatory Compliance

Defense built by a former SEC enforcement attorney.

Securities enforcement defense by a former SEC Senior Trial Attorney and AUSA: both sides of every investigation.

Overview

Fridman Fels & Soto's Securities Enforcement & Regulatory Compliance practice is led by Alejandro Soto, one of the few attorneys in Florida who has tried securities cases as both a federal prosecutor and an SEC enforcement attorney before entering private defense practice, and Eric I. Bustillo, a former Director of the SEC's Miami Regional Office and former Chief of the Economic and Environmental Crimes Section at the U.S. Attorney's Office for the Southern District of Florida. Alejandro and Eric bring decades of experience in securities regulation and federal law enforcement. That combination of extensive and senior experience at both the SEC and DOJ provides them with unique skills and perspective when representing clients in enforcement and white-collar matters. The firm regularly represents individuals and entities in matters investigated and charged by the SEC, DOJ, CFTC, FINRA, PCAOB, NFA, and other federal/state agencies, including Florida’s Office of Financial Regulation (OFR).

Our SEC and regulatory enforcement defense practice covers the full range: formal and informal SEC and regulatory investigations, Wells submissions, enforcement actions in administrative proceedings and federal court, parallel DOJ criminal proceedings, and CFTC and NFA regulatory actions, involving the following areas:

Soto's active practice includes some of the most significant active securities enforcement matters in the Southern District of Florida: a $100M cryptocurrency Ponzi SEC emergency action, a $650M crypto pyramid SEC + NYAG action, and EagleStone (SEC + FINRA parallel investigations). These matters reflect the firm's daily engagement with the cutting edge of securities enforcement law.

Cryptocurrency and digital asset enforcement;

Issuer Disclosure, Accounting Fraud and Financial Reporting;

Corporate Executive and Board Member Representation

Insider and “Tipper/Tippee” Trading;

Securities Offerings (or Offering Fraud);

Broker-Dealer and Investment Adviser Misconduct Defense;

Market Manipulation;

Cryptocurrencies, Digital Assets and Cybersecurity Issues

FCPA Defense;

Municipal Securities (Fraud) Issues;

SEC Whistleblower Program;

Securities litigation, Class Action and Derivative Defense;

Court-Appointed Receiverships (or just Receiverships);

Administrative Proceedings;

Securities Arbitration; and

OCIE and Other Regulatory Examinations and Compliance Issues

Practice Areas

Representative Experience

White Collar & Government Investigations

  • Commodities trader regulatory investigation

    Advised a commodities trader in a regulatory investigation involving an alleged fraudulent investment scheme exceeding $10 million, counseling on potential criminal exposure.

  • Public company audit-committee investigation

    Engaged by a public company's CEO to assist an audit-committee investigation into allegations concerning personal-versus-business expenses.

Securities & SEC Enforcement

  • $170 million real-estate Ponzi enforcement action

    Represented an executive of a real estate investment fund in the SEC's enforcement action alleging that the fund, which had raised about $170 million, operated as a real-estate-debenture Ponzi scheme, isolating the client's position and resolving the Commission's claims against him in June 2022.

  • Parallel SEC and USAO securities investigation

    Counseled a subject of parallel SEC and U.S. Attorney's Office securities investigations, negotiating a settlement of disgorgement exposure with the SEC receiver.

  • Emergency NFA enforcement action

    Represented a registered commodity-pool adviser and its principal in an emergency NFA enforcement action before the Business Conduct Committee for alleged willful false statements and reporting violations.

  • SEC FCPA whistleblower representation

    Represents a whistleblower with first-hand evidence of bribes paid by a U.S. public company's subsidiary, supporting a potential FCPA enforcement action with exposure exceeding $30 million across cross-border operations.

  • SEC subpoena and PCAOB examination for an accounting firm

    Defended a public accounting firm in an SEC subpoena response and a PCAOB examination concerning its audit workpapers.

  • Going-private merger derivative defense

    Defended derivative claims challenging the adequacy of the price and disclosures in a going-private merger.

  • Securities class action defense

    Defended a securities class action alleging false or misleading financial statements and FDA-related disclosures.

  • Investment-adviser fee-fraud investigation

    Investigated and advised an investment adviser facing civil fraud allegations of charging improper fees exceeding $10 million to high-net-worth clients, counseling on both civil and potential criminal exposure.

  • Parallel SEC and FINRA investigation of an investment adviser

    Represents a registered investment adviser and its principal in a parallel SEC and FINRA investigation arising from a customer complaint alleging overbilling and improper gifts of approximately $5 million.

  • Alleged $1.2M investor-fraud SEC matter

    Represented a company and its principal in an SEC enforcement matter alleging $1.2 million in investor fraud through false press releases, handling pre-filing settlement negotiations.

  • Technology company executive securities fraud defense

    Represents the former chief executive and chief financial officer of a technology company in an SEC enforcement action alleging $30 million in securities fraud based on material misrepresentations and omissions.

  • Alleged $35 million Ponzi scheme defense

    Represents a client and a related holding company in an SEC enforcement action alleging a $35 million securities-fraud and Ponzi scheme.

  • Alleged $500 million investment program SEC action

    Represented an individual and a related family trust in an SEC enforcement action arising from an investment program that allegedly raised more than $500 million from investors. The trust was placed into receivership in August 2021, and the individual settled the matter in November 2022.

  • SEC administrative action over alleged revenue misstatements

    Represents a company and its chief executive in an SEC administrative action alleging the company made false statements about its revenue to investors, as the SEC evaluates a potential federal enforcement action.

  • Fund accountant SEC books-and-records investigation

    Represents a senior accountant at an investment-fund manager in a formal SEC books-and-records and accounting investigation.

  • $300 million accounting-fraud trial for the SEC*

    As co-trial counsel for the Securities and Exchange Commission, Mr. Soto litigated a $300 million accounting-fraud enforcement action; after the SEC obtained partial summary judgment, the defendants settled for more than $50 million in disgorgement and penalties.

  • Unregistered securities regulatory investigation

    Represented a chief executive in a Florida Office of Financial Regulation investigation into the sale of more than $100 million in viatical settlements alleged to be unregistered securities.

  • SEC and DOJ accounting-restatement investigation

    Represents a Latin America-based employee of a U.S. public company in a parallel SEC and DOJ accounting-restatement investigation involving restatements exceeding $100 million, on referral from an Am Law 20 law firm.

Cryptocurrency & Digital Assets

  • SEC emergency crypto-fund enforcement action

    Represents the co-founder of a cryptocurrency fund in an SEC emergency action alleging a Ponzi scheme the agency framed at roughly $100 million in a vehicle that had held around $150 million, while managing parallel exposure as the U.S. Attorney's Office for the Southern District of Florida evaluates a potential criminal case. The matter is ongoing.

  • Alleged $650 million crypto scheme, SEC and state enforcement

    Lead counsel in an SEC emergency enforcement action and a parallel New York Attorney General action arising from an alleged fraudulent crypto trading-investment and pyramid scheme that raised crypto assets worth more than $650 million, spanning Haiti, Panama, and the Grenadines.

  • Crypto fund co-founder SEC emergency action defense

    Represents the co-founder of a cryptocurrency fund that held roughly $150 million in assets in an SEC emergency enforcement action alleging a $100 million Ponzi scheme, while managing simultaneous parallel criminal exposure in the Southern District of Florida.

*Handled before joining Fridman Fels & Soto.

Frequently Asked Questions

The SEC sent me a voluntary request for documents and an interview request. Do I have to respond?

No. A voluntary request for documents or an interview from the SEC is exactly that: voluntary. You have no legal obligation to produce documents or sit for an interview absent a subpoena issued under a formal order of investigation. The practical decision of whether and how to respond requires experienced securities enforcement counsel. Voluntary cooperation can produce significant benefits; the SEC's cooperation framework rewards those who provide substantial, timely assistance with reduced charges, penalties, or declinations. But voluntary statements made to the SEC can be used in enforcement proceedings and are potentially available to DOJ criminal prosecutors. The first step is to retain experienced securities enforcement defense counsel before any response, even a letter acknowledging receipt of the request. The most important thing you can do before responding to anything from the SEC is to fully understand what they appear to be investigating and why you or your company are on their radar.

Our company received a Wells Notice. How long do we have to respond and what does a Wells submission actually accomplish?

The Wells Notice specifies the deadline for your submission, typically 30 days, though extensions can be requested for cause. The Wells submission is your opportunity to persuade the SEC staff not to recommend enforcement action, or to recommend lesser charges. It is addressed to the Commissioners, not the staff, meaning it goes to the decision-makers who ultimately authorize any enforcement action. An effective Wells submission does four things: (1) challenges the factual record, pointing out where the staff's characterization of the evidence is wrong or incomplete; (2) contests the legal theories, identifying where the staff's conclusions are unsupported or where recent case law undermines their position; (3) presents mitigating factors (the company's cooperation, remediation steps taken, and equitable arguments for declination); and (4) makes clear, where appropriate, that the company intends to litigate and has credible defenses. A poorly crafted Wells submission can harden the staff's position. A well-crafted one can result in declination, narrowed charges, or reduced relief. Alejandro Soto has handled Wells submissions from both sides of the process.

What are the possible outcomes of an SEC investigation?

Most SEC investigations end one of three ways: the staff closes the matter without action; the parties negotiate a settlement, typically involving injunctive relief, disgorgement, civil penalties, or industry bars; or the Commission authorizes a contested enforcement action in federal court or an administrative proceeding. Before recommending charges, the staff ordinarily issues a Wells Notice, which gives the defense a formal opportunity to argue against enforcement. Where an investigation lands depends heavily on how the defense is handled from the first document request.

Can the SEC bring criminal charges?

No. The SEC is a civil agency: it can seek injunctions, financial penalties, and bars, but not imprisonment. It can and does refer conduct to the Department of Justice, and the two frequently investigate the same conduct in parallel. That is why every decision in an SEC matter, what to produce, whether to testify, whether to settle, must also be evaluated for its effect on potential criminal exposure.

Do I need my own lawyer if my company is under SEC investigation?

Often, yes. Company counsel represents the company, and the company's interests can diverge sharply from an executive's once cooperation credit, self-reporting, or an internal investigation is on the table. If your own conduct is within the investigation's scope, separate counsel protects communications that company counsel could be required to share and ensures decisions are made for your benefit alone. Companies commonly advance the cost of separate counsel for officers and employees; indemnification and advancement rights are worth checking early.

Team

Facing a government investigation?

Time matters. Contact us before the first interview request.

Contact the Firm