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Thomas A. Kuczajda
Tom Kuczajda has experience successfully defending a variety of Fortune 100 corporations, nationwide brokerage firms, and individuals, in connection with U.S. Securities and Exchange Commission enforcement matters, U.S. Department of Justice investigations, and private securities litigation, including matters involving FINRA, the U.S. Department of Labor, state securities and insurance regulators, and foreign government agencies. He also regularly counsels public companies in connection with disclosure obligations under the federal securities laws, and advises corporations and financial institutions regarding a variety of aspects of the Sarbanes-Oxley Act and related federal securities laws.
He has represented clients during federal audits and investigations, conducted internal investigations, defended enforcement actions, advised clients on compliance-related issues, and drafted and negotiated settlement agreements. Tom has conducted factual investigations and internal reviews on an array of complex issues, ranging from broker-dealer sales practices and third-party conflicts of interest, to revenue recognition under GAAP, FCPA compliance, and internal controls for financial reporting. He has widespread experience in successfully defending federal securities class actions and ERISA complaints, and has argued a variety of motions before federal and state courts.
RECENT MATTERS
- Defense of a director of a Fortune 50 company in connection with options backdating investigations by the DOJ, SEC, and a special litigation committee of the company's board.
- Defense of and counseling to an NYSE-listed foreign telecommunication company in connection with corruption- and disclosure-related investigations by the DOJ, SEC, and foreign government agencies. Drafted and advised the company in connection with its ongoing public disclosures.
- Several in-depth investigations on behalf of the audit committee of an NYSE-listed pharmaceutical company, relating to allegations of channel-stuffing, revenue recognition, and internal controls.
- Defense of a CFO of an international Fortune 50 company in connection with FCPA investigations by the DOJ and SEC.
- Internal reviews relating to suitability issues surrounding retail and institutional products.
- Internal investigation and defense of a parallel SEC investigation relating to revenue recognition and disclosure issues at an NYSE-listed retailer. Drafted and advised the company in connection with its ongoing public disclosures.
- Investigations into, and defense of, mutual fund B-share and breakpoint sales practices at nationwide broker-dealer firms.
- Defense of an SEC investigation involving 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.
- Defended corporation and corporation's general counsel in SEC investigation into allegedly misleading disclosure surrounding a major defense industry merger.
Tom is the author of, among other pieces, "Enforcement PIPEline: Insider Trading, Unregistered Sales, And the Hedging of Private Investments in Public Equity," Securities Regulation & Law (June 18, 2007) (with Bruce A. Hiler and Anne Marie Helm); "Exposure for Broker-Dealers and Senior Personnel under the New Supervisory Regime," Insights: The Corporate and Securities Law Advisor, (May 1, 2006) (with Bruce Hiler and Aseel Rabie); "Disclosure and Cooperation in Search of the Public Trust," Corporate Board Member (2004) (with Ira Raphaelson); and "Self Regulation, Socialization, and the Role of Model Rule 5.1," 12 Geo. J. Legal Ethics 119 (1998). His most recent client alert, "The SEC Moves To Protect The Market From False Rumors And Certain Short-Selling," focused on regulatory issues surrounding trading and disclosure within the financial markets.
Tom received a B.A. from the University of Michigan and 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.
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