• Hon. John S. Steadman
  DC Ct App

Tom Kuczajda has over ten years of experience successfully advising Fortune 100 corporations, regulated entities, and their directors, officers and principals in connection with U.S. Securities and Exchange Commission enforcement matters, U.S. Department of Justice investigations, and private securities litigation, as well as matters involving the Commodity Futures Trading Commission, the Federal Energy Regulatory Commission, the Financial Industry Regulatory Authority, state securities and insurance regulators, and foreign government agencies.  He also regularly counsels public companies and regulated entities regarding disclosure obligations under the federal securities laws and various aspects of the Sarbanes-Oxley Act, the Dodd-Frank Act, and related regulations.

Tom has conducted numerous internal investigations on behalf of U.S. and foreign corporations and financial institutions, and frequently advises companies on internal compliance policies and procedures.  He has conducted factual investigations and internal reviews on an array of complex issues, including the Foreign Corrupt Practices Act, revenue recognition under Generally Accepted Accounting Principals, internal control over financial reporting, broker-dealer sales practices, and third-party conflicts of interest, among others.  He has experience in successfully defending federal securities class actions, and has briefed and argued a variety of motions before federal and state courts.

Recent Matters

• Defense and counseling of an NYSE-listed foreign telecommunications company in connection with corruption- and disclosure-related investigations by the DOJ, the SEC, and foreign government agencies.
• Defense of a director of a Fortune 50 company in connection with options backdating investigations by the DOJ, the SEC, and a special litigation committee of the company's board.
• Multiple investigations on behalf of the audit committee of an NYSE-listed pharmaceutical company relating to allegations of channel stuffing, improper revenue recognition, and deficiencies in internal controls.
• Internal investigation and defense of a parallel SEC investigation relating to revenue recognition and disclosure issues at an NYSE-listed retailer, prompted by whistleblower complaint.
• Defense of the former CFO of an international Fortune 50 company in connection with FCPA investigations by the DOJ and the SEC.
• Defense of a controller in SEC and Canadian regulatory investigations, and related litigation, relating to revenue recognition, internal controls, and public disclosures.
• Internal reviews at a nationwide broker-dealer relating to suitability issues surrounding retail and institutional products.
• Investigations into, and defense of, mutual fund B share and breakpoint sales practices at nationwide broker-dealer firms.
• Defense of an SEC investigation relating to alleged fraud and disclosure deficiencies in connection with  approximately $3 billion worth of municipal bonds on behalf of a nationwide insurance company.
• Investigation and defense of nationwide broker-dealer firms in connection with mutual fund and variable annuity revenue sharing issues.
• Defense of a corporation and the corporation's general counsel in an SEC investigation into allegedly misleading disclosure surrounding a major defense industry merger.

Tom has authored  numerous articles relating to the federal securities laws and has been a guest lecturer in law school classes and in post-graduate accounting courses, where he has taught on the subjects of securities investigations and forensic accounting.

Tom received a B.A. from the University of Michigan.  He received a J.D., magna cum laude, from the Georgetown University Law Center, where he was an Articles and Notes Editor of the Georgetown Journal of Legal Ethics and a member of the Order of the Coif.  He served as a clerk for the Hon. John S. Steadman of the District of Columbia Court of Appeals.