Leading Morgan Lewis’s securities enforcement practice, Susan D. Resley advises individuals and organizations in securities-related investigations and litigation. Her clients include companies, boards and their committees, individual directors, senior officers, and employees of companies, as well as accounting firms, brokerage and investment advisory firms, and other financial institutions. Susan represents clients in proceedings brought by the Securities and Exchange Commission’s (SEC) Division of Enforcement, the Department of Justice (DOJ), and the Public Company Accounting Oversight Board (PCAOB).
With whistleblower complaints skyrocketing, how can companies conduct internal investigations that will be defensible to the SEC and other regulators? This course shares five key lessons for in-house lawyers as they are considering launching, managing and reporting the results of internal investigations.
Recommended by the legal clients’ guide The Legal 500 United States in White Collar Criminal Defense, Susan counsels on complex investigations and white-collar matters. Those matters include charges of alleged accounting and disclosure fraud, insider trading, “pay to play” conduct and market timing, and violations of SEC or Financial Industry Regulatory Authority (FINRA) rules related to broker-dealers and investment advisors. Susan has obtained favorable results for her clients, including dismissals in litigation and prelitigation decisions by the SEC or DOJ not to bring any action at all.
Companies and boards of directors, including audit committees, rely on Susan’s guidance on disclosure and compliance-related issues. Additionally, audit and special board committees retain her to conduct internal investigations into matters that involve accounting, disclosure, and the Foreign Corrupt Practices Act (FCPA), including matters raised by whistleblowers.
Before coming to Morgan Lewis, Susan was a securities litigation partner with an international law firm. Prior to that, she held a partnership role at the global firm. She brings government experience to her clients, as she worked at the SEC before starting in private practice. At that agency’s Division of Enforcement in its Los Angeles Regional office, Susan oversaw and took part in investigations into insider trading, broker-dealer practices, municipal bond offerings, accounting practices, and market manipulation.
She lectures frequently on such legal topics as conducting internal investigations, SEC enforcement trends, accounting and controls matters, and the FCPA. She also comments on media outlets including National Public Radio (NPR) and Fox News, and several news and legal publications often quote her.
SEC and Securities Litigation
SEC .v Bartek, et al (5th Cir. Nov. 15, 2012 ): Following grant of summary judgment and complete dismissal of action by district court (SEC v. Microtune, Inc., 783 F.Supp. 2d 867 (N. D. Tex. 2011), obtained affirmance by Fifth Circuit panel, and entire Fifth Circuit Court of Appeals in an action by the SEC alleging accounting and disclosure fraud against former CFO and General Counsel of a semi-conductor company (government subsequently withdrew its petition for certiorari before United States Supreme Court in 2013)
SEC v. Leslie, et al (N.D. Cal. July 29, 2010): Obtained partial summary judgment and significantly narrowed issues in action brought by the SEC against a former software company CFO in which the SEC alleged revenue recognition and accounting fraud. (subsequently settled remaining claims).
Pedroli v. Bartek, 564 F.Supp.2d 683 (E.D. Tex. 2008): Obtained dismissal of shareholder derivative action against the former general counsel of a company accused of stock options backdating.
SEC v. Baxter, 2007 WL 2013958 (N.D. Cal. July 7, 2007): Obtained dismissal of claims without prejudice on motion to dismiss claims SEC brought against former CFO of energy company (SEC amended complaint and case subsequently settled)
SEC v. Yuen, 221 FRD 631 (C. D. Cal. 2004): On motion to dismiss, obtained dismissal of claims without prejudice against former general counsel of multi-national multi-media company in SEC’s action alleging accounting fraud. (SEC amended complaint and case subsequently settled).
SEC and Securities-Related Regulatory Investigations
Representation of a Fortune 50 technology company in a multijurisdictional investigation by the SEC, Department of Justice, and UK Serious Fraud Office concerning the accounting practices of company acquired by our client (investigation ongoing).
Representation of an energy company in connection with SEC investigation of accounting practices (no action taken by SEC).
Representation of a large dually registered investment adviser and broker-dealer in SEC investigation of firm’s recruiting and supervision practices (no action taken by SEC following Wells Submission).
Representation of a large broker-dealer in SEC inquiry of supervisory practices concerning several financial advisors (no action taken by SEC).
Representation of a software company in SEC investigation of revenue recognition practices following allegations by whistleblower (no action taken by SEC).
Representation of an audit committee of JDA Software in connection with SEC investigation of company’s revenue recognition practices.
Representation of the former chair of an audit committee of semiconductor company in SEC/DOJ investigation of insider trading relating to expert networks (no action taken by any agency following Wells Submission).
Representation of a former bank senior vice president and board member of investment adviser in connection with a market timing investigation by the SEC (no action taken by SEC following Wells Submission).
Representation of an audit committee member in an SEC investigation concerning auditor independence (settled with SEC on more favorable terms following Wells Submission).
Representation of former CFO of a biotech company in an SEC insider trading investigation (no action taken by the SEC).
Representation of several former officers of an entertainment company (including former the CFO and present and former human resources directors) in an SEC investigation concerning stock options backdating (no action taken by the SEC).
Representation of the audit committee of a semiconductor company in an SEC investigation concerning stock options practices (no action taken by the SEC against the company).
Representation of hedge fund in connection of SEC “pay to play” investigation (no action taken by SEC or DOJ).
Representation of a former audit committee member of a retail company in an SEC insider trading investigation (no action taken by the SEC).
Representation of an audit manager of Big Four firm in PCAOB investigation (no action taken by PCAOB against client).
Representation of the former CFO of semiconductor company in SEC action alleging revenue recognition fraud (following Wells Submission settled on terms more favorable than originally sought by SEC).
Representation of the former CFO of an energy company in connection with SEC action for accounting fraud (settled on more favorable terms than SEC originally sought).
Representation of a software company and employees in internal investigation and subsequent indictment of former CEO and CFO alleging accounting fraud (CEO and CFO convicted).
Audit Committee and Internal Investigations
Numerous engagements by companies and audit committees to advise on and investigate potential insider trading or tipping.
Representation of an audit committee of electric utility following whistleblower allegations of potential cost manipulation.
Representation of a semiconductor company in connection with claims of FCPA violations in China, Vietnam and Mexico.
Advice and investigation to an energy company concerning potential FCPA violations following whistleblower complaint.
Representation of four different special committees of boards in connection with stock options accounting practices (stock options backdating).
Pepperdine University School of Law, 1992, J.D., Cum Laude
University of North Texas, 1984, B.B.A., Magna Cum Laude
U.S. District Court for the District of Arizona
U.S. District Court for the District of Maryland
U.S. District Courts for the Northern and Eastern Districts of Texas
U.S. District Court for the District of Delaware
U.S. Courts of Appeals for the Fifth and Ninth Circuits
U.S. District Courts for the Northern, Eastern, and Central Districts of California
Awards and Affiliations
Member, Law Firm of the Year, Securities Regulation, US News/Best Lawyers – Best Law Firms (2019)
Recommended, Dispute resolution: Securities litigation: defense, The Legal 500 US (2018)
Recommended, White Collar Criminal Defense, The Legal 500 US (2014)