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Insider Trading Law 2018


Speaker(s): Alexandra A.E. Shapiro, Andrew Bauer, Antonia M. Apps, Benjamin Naftalis, Brian A. Jacobs, Charles D. Riely, Cynthia B. Adams, Daniel M. Gitner, David I. Miller, Eugene Ingoglia, Jason Cowley, Kenneth I. Schacter, Manal Sultan, Matthew L. Schwartz
Recorded on: Sep. 20, 2018
PLI Program #: 220621

Antonia M. Apps is a former federal prosecutor and nationally  recognized trial attorney with experience in criminal and civil matters. She represents financial institutions, corporations, and executives in regulatory enforcement proceedings, white-collar criminal investigations, complex commercial litigation and internal investigations.  She is also a lecturer at Harvard Law School on white collar criminal law and procedure.  Lawdragon has named Ms. Apps in its list of 500 Leading Lawyers in America each year since 2014. She is ranked in the Chambers USA listing for White-Collar Crime & Government Investigations, where clients and colleagues described her as a “terrific trial lawyer” who “understands the difficulties of the world we live in” and gives “advice tailored to a practical approach.” In 2018, she was shortlisted for the Chambers USA Awards in the area of White Collar Crime. Ms. Apps has also been recognized by Legal 500 for Corporate Investigations and White-Collar Criminal Defense and was named a Next Generation Lawyer in 2017. Prior to joining Milbank, Ms. Apps served as an Assistant U. S. Attorney in the Southern District of New York, where she led many of the government’s highest-profile securities fraud insider trading cases, including the prosecution of S.A.C. Capital Advisors. She was also the lead prosecutor at trial and on appeal in the landmark case of United States v. Newman


Alexandra Shapiro is a partner and co-founder of Shapiro Arato LLP, a New York litigation boutique.

Alexandra is an experienced trial lawyer and appellate advocate. She has tried many cases and argued numerous appeals in federal and state appellate courts, including Salman v. United States, a major insider trading case in the Supreme Court of the United States. 

Alexandra has won a series of appellate reversals of criminal convictions in significant white collar prosecutions.  Most recently, she procured a new trial for Dean Skelos, the former New York State Senate Majority Leader.  Her victories include appellate judgments of acquittal in three cases (two overturned convictions for insider trading and one reversed a tax shelter fraud conviction), as well as several decisions granting new trials for clients who had been convicted of tax crimes, securities fraud, accounting fraud, public corruption, and obstruction of justice.

Alexandra is currently representing several clients in Second Circuit appeals from insider-trading convictions, including businessman William Walters, former investment banker Sean Stewart, and former SAC portfolio manager Mathew Martoma.

Alexandra has also conducted internal investigations on behalf of corporations, corporate boards, and Audit Committees. She has assisted clients in developing and implementing regulatory compliance programs.  She served as President of the New York Council of Defense Lawyers, a not-for-profit professional association of about 250 experienced lawyers whose principal area of practice is the defense of criminal cases in the federal courts in New York.

Prior to co-founding her firm in 2009, Alexandra was a partner of Latham & Watkins LLP, and before that, an Assistant U.S. Attorney in the Southern District of New York, where she also served as Deputy Chief Appellate Attorney.  She clerked for Justice Ruth Bader Ginsburg of the Supreme Court of the U.S. and for Judge Stephen F. Williams of the U.S. Court of Appeals for the D.C. Circuit, and served as an attorney-adviser in the Office of Legal Counsel of the U.S. Department of Justice.

Alexandra received her J.D. from Columbia University School of Law; she graduated first in her class and was an articles editor of the Columbia Law Review. She received her B.A. from Williams College, graduating magna cum laude and with Honors in History.


Andrew Bauer is a law partner in the White Collar Defense and Securities Enforcement and Litigation practice groups at Arnold & Porter.  His practice involves defending organizations and individuals facing criminal and civil allegations of fraud and other misconduct in the financial services, healthcare, and other industries.  Prior to joining the private sector, Mr. Bauer served as an Assistant United States Attorney with the Criminal Division of the United States Attorney's Office for the Southern District of New York.  There he was a member of the Securities and Commodities Fraud Task Force, where he focused primarily on securities fraud, insider trading, investment advisor fraud, market manipulation, money laundering, and Foreign Corrupt Practices Act (FCPA) violations.  Throughout his career, Mr. Bauer has worked closely with the multiple governmental agencies regulating much of today's commercial activity, including the SEC, CFTC, FTC, FINRA, and FDA.  Before becoming an attorney, Mr. Bauer worked as a trader and analyst in the convertible bond and risk arbitrage groups at a hedge fund, as well as a project leader for an Internet venture company.  Mr. Bauer studied at the University of Pennsylvania (the Wharton School) and the University of Michigan Law School.


Benjamin Naftalis is a partner in the Litigation & Trial Department. He is the Global Co-Chair of the firm’s White Collar Defense & Investigations Practice and is a member of its Financial Institutions Industry Group.

A former federal prosecutor, Mr. Naftalis is a trial lawyer who represents financial institutions, corporations, and individuals in white collar criminal defense and regulatory matters, internal investigations, complex civil litigation, and a range of other sensitive situations, throughout the US and internationally.

Prior to joining Latham, Mr. Naftalis served as an Assistant United States Attorney in the Southern District of New York from 2006 to 2014. As a member of the Southern District’s Securities and Commodities Fraud Task Force, Mr. Naftalis investigated and prosecuted a wide range of white collar matters related to insider trading, accounting fraud, market manipulation and pump-and-dump schemes, broker-dealer and investment advisor fraud, mismarking of securities, dark pools and high-frequency trading, and virtual currencies. Among notable cases, he successfully prosecuted the two former hedge fund managers of the US$8 billion Amerindo Investment Advisors fund and the principals of the multi-billion dollar WG Trading hedge fund.

As a member of the Southern District’s Terrorism and International Narcotics Unit, Mr. Naftalis led many of the government’s highest-profile extraterritorial investigations involving terrorism and national security, international money-laundering, and global narcotics trafficking that targeted senior al Qaeda and al Shabaab operatives and narcotics kingpins. He has conducted numerous investigations in parallel with US and foreign law-enforcement, intelligence services, and regulators such as the FBI, SEC, CFTC, FINRA, OFAC, DEA’s Special Operations Division, Department of Defense, Department of State, and High-Value Detainee Interrogation Group.

Mr. Naftalis is also an experienced first-chair trial and appellate lawyer. As an Assistant US Attorney, Mr. Naftalis tried eight federal jury trials, and briefed and argued more than 10 appeals before the US Court of Appeals for the Second Circuit, including addressing questions of first impression related to challenges to the extraterritorial reach of securities fraud prosecutions.

Prior to joining the US Attorney’s Office, Mr. Naftalis clerked for the Honorable Jed S. Rakoff of the US District Court for the Southern District of New York and the Honorable Dennis Jacobs of the US Court of Appeals for the Second Circuit.

He began his career as a corporate development analyst at DoubleClick, a technology concern later acquired by Google.

Mr. Naftalis is a member of the Council on Foreign Relations.


Brian A. Jacobs, a partner at Morvillo Abramowitz Grand Iason & Anello P.C., is a former federal prosecutor and an experienced trial and appellate lawyer who represents individuals and organizations in criminal, civil, and regulatory matters, internal investigations, and appeals. His cases have involved allegations of financial fraud, antitrust violations, accounting fraud, insider trading, bribery and corruption, computer hacking, and trade-secrets theft.

Brian previously served as an Assistant U.S. Attorney in the U.S. Attorney’s Office for the Southern District of New York, where he was Deputy Chief of Appeals. During his six and a half years at the U.S. Attorney’s Office, Brian led the investigations and prosecutions of a wide range of federal crimes, including bank, wire, mail, and securities fraud, public corruption, money laundering, obstruction of justice, embezzlement, and cybercrime. As a prosecutor, Brian successfully conducted nine jury trials, including multiple high-profile public corruption matters and complex white-collar cases. He also argued ten appeals before the United States Court of Appeals for the Second Circuit, and as Deputy Chief of Appeals, he co-authored briefs and supervised oral arguments in more than 50 appellate cases.

Most recently, Brian was named a white collar “Rising Star” by Law360, which recognizes “attorneys under 40 whose legal accomplishments transcend their age.” Brian also was named a "Rising Star" by the New York Law Journal, which recognizes "attorneys 40 and under who have established a record of accomplishments and demonstrated that they are top contributors to the practice of law and their communities." The Law Journal acknowledged Brian for handling “an impressive roster of headline-producing cases and successful prosecutions of corruption and other criminal cases” as a federal prosecutor. The Legal 500 United States has recommended Brian in the area of securities litigation, calling him “a superstar.” Additionally, Benchmark Litigation: The Definitive Guide to America’s Leading Litigation Firms & Attorneys has recognized Brian as a "Future Star" and named him to its “Under 40 Hot List” three years in a row.

Brian is the co-author of “Insider Trading” and “Securities Fraud” (forthcoming), two chapters in the treatise White Collar Crime: Business and Regulatory Offenses. Brian is also a co-author of the chapter “Responding to Subpoenas and Other Regulatory Requests” in the book Defending Corporations and Individuals in Government Investigations. Brian has written articles for The Review of Securities and Commodities Regulation and Practical Law, and is a regular contributor to The Insider Blog on Forbes.com. Brian serves on Law360's white collar editorial advisory board. In addition, starting in the fall of 2018, Brian will be the chair of the Criminal Advocacy Committee of the New York City Bar Association.

Prior to joining the U.S. Attorney’s Office, Brian was a Law Clerk to the Honorable Amalya L. Kearse of the U.S. Court of Appeals for the Second Circuit, and the Honorable Jed S. Rakoff of the United States District Court for the Southern District of New York. Brian received his J.D. from Columbia Law School in 2004, where he was an Articles Editor of the Columbia Law Review, was named a James Kent Scholar each year, and was awarded the Paul R. Hays prize for civil procedure and the Charles Bathgate Beck prize for property law. He received his B.A. from Yale College in 2001, cum laude, with distinction in the English major.


Cynthia B. Adams is Managing Director and Head of Litigation, Regulatory and Employment Legal at Jefferies LLC, a global investment banking firm.  She leads the team responsible for a wide array of litigation, enforcement, and employment matters, including internal investigations, regulatory and compliance advice, and firm-wide policy initiatives. 

Prior to Jefferies, Cynthia held senior in-house legal roles at Morgan Stanley and Citigroup Global Wealth Management.  She joined Citigroup from WilmerHale, where she represented financial institutions in regulatory investigations and other matters.  Prior to WilmerHale, she served as an enforcement attorney in the New York office of FINRA (then NASD Regulation).  Cynthia began her legal career at Sullivan & Cromwell, following a federal clerkship in the U.S. District Court for the District of Columbia. 

She earned her law degree with honors from Howard University School of Law, where she was Editor-in-Chief of the Law Review, and her undergraduate degree from the College of William & Mary.

Cynthia serves on the Executive Committee of the Compliance and Legal Society for the Securities Industry and Financial Markets Association (SIFMA), the leading industry group for the financial services industry.  She is also a member of the American Bar Association and the National Bar Association.  She is a Life Fellow of the American Bar Association and an advisory board member for Corporate Counsel Women of Color (CCWC).  She frequently speaks on panels regarding ethics for legal and compliance professionals, best practices for regulatory and internal investigations, and success strategies for diverse counsel.  

Cynthia currently serves on the Board of Directors of Volunteers of Legal Services (VOLS), a leading provider of pro bono legal services to New York City’s neediest residents.  She is also a member of the Board of Directors of the Northside Center for Child Development, a non-profit providing expert behavioral, mental health, education and enrichment programs to economically disadvantaged children and families in Harlem and Brooklyn.  At Jefferies, she has served on the Steering Committee of jWIN, the firm’s women’s leadership initiative, and on the Steering Committee for J-NOBLE, the Jefferies Network of Black and Latino Employees. 

 


Daniel Gitner focuses his practice on defending individuals and entities in white-collar criminal and regulatory matters.

Mr. Gitner has represented corporate executives, financial professionals, lawyers, accountants, artists, law firms, and corporations before a wide array of federal and state authorities and courts, as well as in internal investigations.  Those matters have involved allegations of securities fraud, mail and wire fraud, insider trading, accounting fraud, market manipulation, criminal antitrust, obstruction of justice, perjury, workplace discrimination and harassment, tax fraud, bribery, extortion, environmental law violations, money laundering, off-label marketing, immigration violations, insurance fraud, the Foreign Corrupt Practices Act, trade secret violations, professional misconduct, asset forfeiture, and other criminal and regulatory issues.  Mr. Gitner also has represented entities and individuals in complex federal and state civil litigation and claimants in restitution proceedings.

In 2017, Chambers USA shortlisted Mr. Gitner for the White Collar and Government Investigations Lawyer of the Year, an award he won in 2015.  That same publication has stated that Mr. Gitner receives “widespread praise for his breadth of expertise and his deft handling of high-profile cases,” is “widely lauded for his expert white-collar defense practice” and a “natural in the courtroom,” and is the full package, just the whole thing.” The Legal 500 states that Mr. Gitner is a “superstar . . . who is particularly praised for his subject matter expertise and responsiveness.”  In July 2014, The American Lawyer named Mr. Gitner its “Litigator of the Week” after he secured the first acquittal in a federal criminal insider trading case in recent memory.  The New York Times has profiled Mr. Gitner in an article entitled “Meticulous, Superstitious, and Victorious.”  Mr. Gitner routinely appears in Benchmark Litigation, Super LawyersNew York’s Best LawyersThe International Who’s Who of Business Crime DefenseExpert Guides (White Collar Crime), Who’s Who Legal (Investigations), and similar publications.

Prior to joining LSW as a partner in 2005, Mr. Gitner served in the Criminal Division of the U.S. Attorney’s Office for the Southern District of New York, where he was an Assistant United States Attorney from 1997 to 2005 and chief of the General Crimes Unit from 2003 to 2005.  Mr. Gitner was a recipient of the Justice Department’s Director’s Award for Superior Performance and was named the Federal Prosecutor of the Year in 2003 by the Federal Law Enforcement Foundation.

Mr. Gitner has spoken at continuing education seminars, lectured at Columbia Law School on federal grand jury practice, and is an adjunct professor at New York Law School, where he has taught a course on sentencing.  Mr. Gitner was also a lead author of Business Crime, a comprehensive treatise on white collar criminal matters, and is the author of numerous articles concerning white collar criminal and regulatory issues.

From 2013 to 2015, Mr. Gitner served as a Mayor’s appointee on the New York City Civilian Complaint Review Board, an independent agency that investigates charges of police misconduct.

 


Eugene Ingoglia is a partner in the investigations and litigation practice at Allen & Overy LLP. His practice focuses on criminal, civil and regulatory securities and anti-corruption matters. He has extensive experience in handling sophisticated securities and business crime matters and has achieved notable results for a wide variety of clients over the course of his career, including successfully persuading the SEC not to pursue insider trading charges against two different clients over the past year.  He has represented entities and individuals in actions and investigations by various U.S. Attorney's Offices, the SEC, the CFTC, FERC, and FINRA as well as other federal and state regulatory agencies, involving allegations of insider trading, securities fraud, accounting fraud, market manipulation, FCPA violations, money laundering and healthcare fraud.  In addition, Gene has represented numerous clients at trial against the SEC and the U.S. Attorney’s Office, including a hedge fund portfolio manager in the recently completed “political intelligence” insider trading criminal trial in the Southern District of New York.

Previously, Gene was an Assistant U.S. Attorney for the Southern District of New York and a member of the Securities and Commodities Fraud Unit, serving as the lead attorney in numerous federal jury trials and complex white collar investigations. In that position, he represented the government in the trial and conviction of former SAC Capital portfolio manager Mathew Martoma in the largest insider trading scheme ever charged; and conducted the investigation that led to the conviction of former bank executives and traders for deliberately overstating the value of certain real estate backed securities, one of the few successful criminal prosecutions arising out of the financial crisis.

Gene has tried more than a dozen federal criminal cases and briefed and argued numerous appeals before the U.S. Court of Appeals for the Second Circuit.


Kenneth I. Schacter is an experienced trial lawyer who handles a broad range of civil and white collar criminal matters. His practice emphasizes securities litigation; complex criminal, antitrust and civil RICO matters; SEC proceedings; intellectual property litigation; and other business litigation. Ken has trial experience before juries, judges and arbitration panels throughout the United States. He has tried more than 30 cases to verdict or award and has also argued dozens of appeals.

Ken gained valuable experience as an Assistant U.S. Attorney for the Southern District of New York, handling many groundbreaking insider trading cases, including the so-called “Yuppie Five” case and major prosecutions of other corporate insiders. While an Assistant U.S. Attorney, Ken also investigated and prosecuted cases involving financial frauds, tax evasion, official corruption, arms smuggling and terrorism.


Manal Sultan is currently the Deputy Director for the Division of Enforcement and is in charge of the Division’s New York office. Ms. Sultan represented the Division in many enforcement actions, including virtual currency matters, which are filed in the United States District Court and focus on allegations of manipulation, fraud, and trade practice misconduct. She has also successfully negotiated and settled many actions including benchmark cases and spoofing cases. Prior to being appointed Deputy Director, she has served as a chief trial attorney with the Division of Enforcement at the CFTC in New York. She also served as the Squad Leader of the Manipulation and Disruptive Trading squad of the Division. Ms. Sultan is a graduate of Fordham Law School. In addition, she holds an MBA in finance and information technology.

 


Matthew Schwartz is a Partner in Boies Schiller Flexner’s New York City office. His practice  focuses on government and internal investigations, white collar defense, regulatory compliance, and complex civil litigation. A “buttoned-up assassin in the courtroom” praised by his colleagues for his “laser-like focus and precision,” Mr. Schwartz has a reputation for “possessing the consistent ability to take knotty issues and distilling them to their essence” (Forbes, 2014). “Talented and extremely hardworking” (Legal 500, 2017), he has first-chaired numerous jury and non-jury trials and personally argued more than a dozen federal appeals.

From 2005 to 2015, Mr. Schwartz was a federal prosecutor in the Southern District of New York, “where he spent a decade leading blockbuster trials” (Crain’s, 2017). As a member of that office’s Securities and Commodities Fraud Task Force, Mr. Schwartz led a number of high-profile matters, including the investigations and deferred prosecution agreements with JPMorgan and Commerzbank AG on BSA/AML charges; the investigation and prosecutions related to the “London Whale”  trades; and all aspects of the government’s investigation of Bernard L. Madoff Investment Securities, including a six-month long jury trial and the forfeiture of more than $9 billion. He conducted numerous investigations in parallel with regulators such as the SEC, CFTC, OCC, Federal Reserve Board, FinCEN, OFAC, and PCAOB; state Attorneys General and other state regulators, such as  the New York State Department of Financial Services; and foreign regulators and law enforcement, such as the UK Financial Conduct Authority.

Mr. Schwartz has frequently been recognized for his work. He was named as one of Crain’s New York Business “40 Under Forty” (2017); Law 360 named him to its “Top Attorneys Under 40” list  in 2016. And Ethisphere in 2015 and 2016 named him to its list of “Attorneys Who Matter.” He is a three-time recipient of the Department of Justice’s John Marshall Award – the highest award given by the Department to lawyers – and was named in 2013 as Prosecutor of the Year by the Federal Law Enforcement Foundation.

Education:

  • Columbia Law School, J.D.
  • Columbia College, B.A.

Former Positions:

  • Assistant U.S. Attorney
  • Law Clerk to Hon. Thomas J. Meskill (2d Cir.) and Shira A. Scheindlin (S.D.N.Y.)
  • Special Master, In re IPO Securities Litigation


A seasoned trial lawyer and former federal prosecutor, David I. Miller practices in the areas of white collar, government and internal investigations, securities enforcement, related complex civil litigation, and national security. Prior to joining Morgan Lewis, David served for five years as an Assistant US Attorney in the Southern District of New York (SDNY), over half that time as a member of the Securities and Commodities Fraud Task Force. He also served as a terrorism prosecutor with the Department of Justice in Washington, DC, as a Special Assistant US Attorney in the Eastern District of Virginia, as an Assistant General Counsel for the Central Intelligence Agency, and as a securities and commercial litigation attorney in private practice.

David has significant experience in white collar criminal defense; securities litigation and enforcement proceedings; corporate internal investigations; complex commercial litigation; compliance counseling; forfeiture litigation; and national security matters. David has conducted 10 jury and bench trials, several of which were multi-defendant trials, including securities and accounting fraud trials, with guilty verdicts secured for nearly all defendants on all counts. As an appellate advocate, David has briefed and argued several appeals before the US Court of Appeals for the Second Circuit.

As an Assistant US Attorney in SDNY’s Securities and Commodities Fraud Task Force, David was responsible for investigating and prosecuting a wide range of securities and commodities fraud offenses, including insider trading, investment adviser fraud, offering fraud, accounting fraud, options backdating, market manipulation, reverse mergers, credit default swap schemes, hedge fund improprieties, and Ponzi schemes. David handled multiple insider trading matters and was part of a team of prosecutors leading the government’s investigation and prosecution of Operation Perfect Hedge, which resulted in the conviction of more than 80 individuals for insider trading offenses since 2009. As part of his duties, he worked closely with, and coordinated parallel civil enforcement proceedings with, the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Financial Industry Regulatory Authority, and other regulatory agencies. While David was an Assistant US Attorney, he also prosecuted numerous other criminal offenses, including bank, mail, wire, and tax fraud; credit card fraud and identity theft; money laundering; obstruction of justice and false statements; terrorism offenses; export control violations; and narcotics, firearms, and robbery offenses. Additionally, he has experience with asset forfeiture issues, having litigated several criminal and civil forfeiture proceedings.

David previously served as a terrorism prosecutor with the US Department of Justice’s Counterterrorism Section in Washington, DC, where he investigated and prosecuted several high-profile terrorism-related cases through trial. He also served as a Special Assistant US Attorney in the Eastern District of Virginia, where he investigated and prosecuted white collar, firearms, narcotics, and gang-related offenses through trial.  David’s career includes time as an Assistant General Counsel for the Central Intelligence Agency, where he litigated and prosecuted cases on the CIA’s behalf (including classified and state secrets matters); was the assigned CIA representative to the prosecution team in United States v.
I. Lewis (“Scooter”) Libby
(D.D.C.); regularly advised senior CIA officials; and represented the CIA at high-level, interagency meetings implicating sensitive national security issues.  Before joining government service in 2005, David spent six-and-a-half years as a securities, complex commercial and bet-the-company litigator with two large law firms in New York.

David’s experience in defending allegations of financial, securities, and commodities fraud is invaluable for clients—including broker-dealers, hedge funds, private equity funds, investment companies and advisers, banks, and public and private companies—facing risks of government investigation, regulatory enforcement, and related civil litigation, as well as other matters that require internal investigations, including Foreign Corrupt Practices Act compliance. To this end, David represents clients before DOJ, several US Attorney's Offices, SEC, CFTC, FINRA and other self-regulatory organizations, state attorneys general offices, and other state regulators and enforcement authorities. He is also an asset for clients facing issues implicating national security, international clients doing significant business in the United States, and clients with cybersecurity, cryptocurrency, and privacy-related issues.


Charles D. Riely is an Assistant Regional Director for Enforcement in the New York office and a member of the Enforcement Division’s nationwide Market Abuse Unit.  He has been a key contributor to many SEC enforcement actions, including cases involving insider trading and a variety of other cases involving regulatory failures or fraud.  Before joining the SEC staff in 2008, Mr. Riely worked for six years at the New York office of Akin Gump.  Mr. Riely earned a JD with honors from the University of Michigan in 2001, and a BA from Yale in 1998.


Jason Cowley has been with the United States Attorney’s Office for the Southern District of New York since 2011 and has served as Co-Chief of the Office’s Securities and Commodities Fraud Task Force since January 2017.  Prior to assuming that position, he served as Chief of the Office’s Money Laundering and Asset Forfeiture Unit.  Mr. Cowley has prosecuted a number of individuals and entities for a wide array of white-collar offenses including securities fraud, money laundering, violations of the Foreign Corrupt Practice Act (“FCPA”), tax evasion and related violations of the Bank Secrecy Act.  As a prosecutor, Mr. Cowley has tried over a dozen federal criminal jury trials.