Turning Probabilities Into Realities

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Corporate Investigations

To those owners, officers, employees and managers of corporations, partnerships or limited liability companies who have been served with a request from a regulatory or policing organization to supply information or testimony, or have received a grand jury subpoena, the situation can become overwhelming. Experienced legal assistance is vital to formulate a comprehensive plan of representation, to review what has been subpoenaed, who has been subpoenaed and to determine the purpose and extent of the investigation. Without this experience to focus the client on the comprehensive plan of defense, there can be a hidden cost.

Even when companies are not identified as targets of the United States Securities & Exchange Commission (“SEC”), the Texas Securities Board, FINRA, a District Attorney or by a grand jury indictment, unwary companies often discover too late that they have waived attorney-client and work-product privileges in prior document production and testimony, and have unnecessarily entangled their companies, owners and executives in ongoing investigations. This could be the beginning of the end for the company and it can entangle all involved in an expensive morass.

Companies may call on Spencer Law Firm for any of the following:

  • representation throughout grand jury investigations and before appearances before grand jury by owners, officers, directors, and employees (whether as “targets,” “subjects” or “witnesses”);
  • representation with the U.S. Securities & Exchange Commission;
  • FINRA investigations;
  • representation with the Texas Securities Board;
  • representation with the Postal Inspector, the Internal Revenue Service, foreign state regulators;
  • representation with the Harris County District Attorney, the U.S. District Attorney, the Justice Department, the Federal Bureau of Investigation, the International Criminal Police Organization, the New York District Attorney;
  • negotiation with U.S. Attorneys, Department of Justice officials, Postal Inspector, IRS, Interpol and other officials regarding global settlements involving local and international implications;
  • negotiation of immunity agreements and joint defense agreements; and
  • representation of companies with internal investigations and developing overarching plan for individuals and entity responses and testimony and/or production of documents

Corporations and other business entities cannot invoke the privilege against self-incrimination and it must designate a custodian of records when subpoenaed by the federal grand jury. But the Supreme Court has ruled that the corporate custodian is only required to answer a narrow category of questions, related to how the subpoenaed documents were gathered. This narrow category is your lawyer’s first defense for you; don’t allow yourself to be prodded into answering questions that are not in the prosecutor’s purview. However, with certain regulators, like FINRA, an “On the Record” statement means that you waive the 5th Amendment right against self-incrimination; if you don’t waive this right, FINRA has the power to suspend all activities and there will be an enforcement proceeding. Many FINRA enforcement proceedings are then picked up by the SEC and/or any state commission which has jurisdiction.

Unfortunately, the result typically from these investigations and enforcement proceedings can turn into a criminal indictment, on top of all of the fines, sanctions and regulatory orders. All of these laws, federal, state, and regulatory coalesce into a mind-boggling dragnet for a company that merely wanted to raise private capital; or just wanted to start a business. To hire inexperienced counsel that does not have the ability to see the entire picture will spell unmitigated disaster for the company and its satellite people in the “chain” of the actions under investigation.

What makes a company investigation so tricky is all of the moving parts. An experienced criminal defense attorney must identify the people who are at risk, those who are deemed “control” people within an organization, or those just acting as agents, employees or under instructions, who orchestrated the problem behavior or alleged illegal act, identify all documents that are responsive to the investigation, and gather all intelligence to develop an overarching plan of resolution and defense. Truly, in this instance, “Knowledge is Power”. Spencer Law Firm is adept at gathering together all facts, documents, people and strategies to defend its clients.

Spencer Law Firm has organized and structured responses to criminal and/or regulatory investigations by the Texas Securities Board, United States Justice Department, Interpol, the Internal Revenue Service, the Harris County District Attorney, the New York District Attorney, the Florida Insurance Commission, foreign state commissions, and regulatory issues through FINRA, (formerly NYSE and NASD) and SEC in regards to securities fraud allegations and felonies against representative clients.

The firm was lead counsel in developing Wells Submissions and response strategy for clients involved in alleged violations of the Securities Act of 1933, as amended and Securities Exchange Act of 1934 and other charges by the SEC and it has represented individuals in prosecutory investigations and indictments for security fraud as to brokers and brokerage firms on behalf of plaintiff/clients at the local, state and national level, responded to FINRA investigation for broker-dealer institutional clients and individuals, coordinated defense and appeal on constitutional issues for criminal insurance regulatory and statutory violations.

Spencer Law Firm has represented clients in securities, banking and insurance fraud matters, involving civil RICO, mail fraud, wire fraud and conspiracy, money laundering, embezzlement, hiding assets in foreign countries, alleged pump and dump schemes, criminal RICO organizations, fleeing the United States to avoid extradition, and other white collar crimes.

If you are involved in a potential or ongoing issue related to this topic, do not hesitate to contact us today at 713-568-9008.