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SEC Enforcement of Trading in Pre-IPO Securities


Speaker(s): Catherine D. Kevane, Michael S. Dicke
Recorded on: Oct. 14, 2015
PLI Program #: 162192

Michael Dicke is a partner in Fenwick’s litigation practice group and is the co-chair of the firm’s Securities Enforcement group. His practice focuses on conducting internal investigations for public company boards and audit committees, and the representation of public companies and their officers and directors in SEC, Department of Justice, and other law enforcement and regulatory investigations and litigation. He also represents investment advisers, hedge funds, private equity firms, broker-dealers, accounting firms, and financial institutions in SEC and DOJ investigations and proceedings.

In addition, Mike routinely advises clients on corporate governance and disclosure issues. Recently, he has advised several Fortune 500 companies on real-time disclosure issues following a data breach incident, and regularly provides guidance on the SEC’s increasing focus on cybersecurity regulation and enforcement. Also, Mike counsels investment advisers, hedge funds, private equity funds, and broker-dealers on compliance matters and in connection with examinations conducted by the SEC, FINRA, and other regulatory agencies.

Mike also counsels investment advisers, hedge funds, private equity funds, and broker-dealers on compliance matters and in connection with examinations conducted by the SEC, FINRA, and other regulatory agencies.

Prior to joining Fenwick & West, Mike served as the Associate Regional Director for Enforcement in the SEC’s San Francisco’s regional office, from 2008 to 2014. As head of enforcement for the region, Mike oversaw all of the office’s attorneys and accountants in the investigation and litigation of federal securities law violations in Northern California, Oregon, Washington, Montana, Idaho and Alaska. While at the SEC, Mike conducted and supervised hundreds of investigations and litigation involving financial reporting and accounting fraud, the Foreign Corrupt Practices Act (FCPA), insider trading, offering frauds, and misconduct by investment advisers, investment companies, and broker-dealers. He is the recipient of the SEC’s Chairman’s Annual Award for Managerial Excellence as well as several Division Director Awards for work on significant cutting-edge cases. Upon joining Fenwick, the legal publication The Recorder noted that Mike brings to the firm “unmatched experience” in the field of securities enforcement.

During law school, Mike was Articles Editor and published author for the Minnesota Law Review. After law school, Mike clerked for Donald P. Lay, Chief Judge of the U.S. Court of Appeals for the Eighth Circuit. After his clerkship, and just prior to joining the Commission, Mike practiced for five years as a litigation attorney with a San Francisco law firm.

Mike has spoken annually at the SEC Institute (2005-2014) and is a frequent speaker on programs aimed at reaching public company executives and directors, in-house counsel and white collar defense attorneys.

Selected Speaking Engagements

  • Speaker, 30th Midyear SEC Reporting & FASB Forum, Practising Law Institute, San Francisco, June 15, 2015.
  • Speaker, An Accounting & Reporting Update for Public Companies, Center for Professional Education, Dana Point, CA, May 19-20, 2015.
  • Panelist, Shareholder Activism – Strategies for Addressing the Inevitable, NASDAQ, May 14, 2015.
  • Panelist, Insider Trading, Whistleblowers and Other 2015 Enforcement Priorities, Securities Enforcement Forum West, San Francisco, May 13, 2015.
  • Panelist, Data Privacy and Cyber Security, The Bar Association of San Francisco, April 27-28, 2015.
  • Panelist, Annual Securities Litigation & Enforcement 2015 Update, Sandpiper Partners, San Francisco, April 23, 2015.
  • Speaker, Whistleblowers, Self-Reporting, and Parallel Proceedings, American Bar Association, February 23, 2015.
  • Speaker, 30th Annual SEC Reporting & FASB Forum, Practising Law Institute, December 11-12, 2014.
  • Speaker, SEC Year-End Conference 2014: An Accounting & Reporting Update for Public Companies, Center for Professional Education, November 17-18, 2014.
  • Speaker, The Data Security and Data Breach Litigation Landscape: Recent Developments in Data Breach Litigation, Association of Corporate Counsel SFBA, November 4, 2014.
  • Keynote Panelist, The Anatomy of an FCPA Prosecution: USDOJ, SEC and the IRS Speak on How They Build a Successful Case, Share Evidence and What They Expect from Companies during the Process, American Conference Institute’s (ACI’s) Annual FCPA Boot Camp, September 23-24, 2014.
  • Panelist, Staying Out of Trouble: SEC Enforcement Renews Focus on Accounting Cases, Practicing Law Institute (PLI) 29th Midyear SEC Reporting & FASB Forum, May 22-23, 2014.
  • Speaker, Key Issues Facing Boards of Directors: New SEC Enforcement Initiatives and Corporate Governance Risks, The Directors Roundtable Institute, April 23, 2014.
  • Panelist, Annual Securities Litigation & Enforcement 2014 Update, Sandpiper Partners LLC , April 2014.
  • Panelist, DOJ and SEC Enforcement of the Federal Securities Laws, American Bar Association's Annual Meeting, 2013.
  • Panelist, SEC Enforcement Update, 33rd Annual Northwest Securities Institute, May 10-11, 2013.
  • Panelist, The SEC’s Focus on Investment Advisers and Hedge Funds, The Regulatory Compliance Association Annual Conference, 2013.
  • Speaker, Financial Fraud Enforcement Task Force, West Coast Regional Summit, 2010.


Catherine Kevane focuses her practice on defending issuers, officers, directors, underwriters and venture capital firms in shareholder class actions and derivative litigation throughout the country. She also represents companies and individuals in investigations brought by the Securities and Exchange Commission and Department of Justice.

REPRESENTATIVE CLIENTS

Cisco Systems
GE InVision
Siebel
Symantec

SERVICES

Practices

Litigation
Securities Enforcement
Securities Litigation
White Collar & Regulatory Defense

Industries

Hardware
Internet
Software

EDUCATION & BAR MEMBERSHIP

J.D., University of California, Berkeley, School of Law (Boalt Hall), 2001
 
B.A., Barnard College, 1994
magna cum laude
 
Member of the State Bar of California