Susan D. Resley

Susan has been recognized as one of the Top Women Lawyers in California in 2019 by the Daily Journal and recommended by The Legal 500 US in White Collar Criminal Defense, Corporate Investigations, and Securities Litigation.

Susan has obtained favorable results for her clients, including dismissals in litigation and pre-litigation decisions by the SEC, US Department of Justice (DOJ), Public Company Accounting Oversight Board (PCAOB), and private civil plaintiffs not to bring any action at all. Her clients include companies, boards and their committees, individual directors, senior officers, and employees, as well as accounting firms, brokerage and investment advisory firms, and other financial institutions. Susan represents clients in proceedings brought by the SEC Division of Enforcement, DOJ, and PCAOB and in securities and shareholder derivative actions.

Before joining 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 for 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.

Susan holds multiple leadership positions at Morgan Lewis. She is the leader of Morgan Lewis’s San Francisco Litigation Practice Group and is the firm’s Securities Trade Clearance partner. She also serves on the firm’s Audit, Sarbanes-Oxley, and Investment Committees.

SEC and Securities Litigation

• McElrath v. Kalanick: (Del. Ch. 2019), we prevailed on behalf of our client, the former GC of Uber Technologies, in a derivative action alleging breach of fiduciary duty and corporate waste arising from Uber’s acquisition of startup Ottomotto LLC. The Court of Chancery of the State of Delaware dismissed the suit on demand futility grounds, and the plaintiff has appealed that ruling to the Delaware Supreme Court and omitted our client as a party against whom an appeal was taken.
• 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 as victim 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 (former CFO of acquired company convicted; further investigation ongoing).
• Representation of an employee in SEC and DOJ investigations concerning cybersecurity-related disclosures (investigation ongoing).
• Representation of a for-profit educational institution in connection in SEC investigation concerning Company’s accounting practices (investigation ongoing)
• Representation of a former CEO and CFO of technology company concerning SEC investigation of allegations made by whistleblower concerning company’s accounting practices (investigation ongoing).
• Representation of a pool of 35 audit partners and employees of Big 4 accounting firm in investigations conducted by the SEC, DOJ and PCAOB (investigation ongoing).
• Representation of a publicly-held technology company in SEC investigation of accounting practices following whistleblower complaint (no action taken by SEC).
• Representation of an outside investor relations firm, its principals and employees in connection with an SEC investigation regarding possible insider trading (no action taken by SEC).
• 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 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 as victims 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).