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 Chambers for Securities Litigation and 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 involving regulators and private plaintiffs. On numerous occasions, the SEC, US Department of Justice (DOJ), and Public Company Accounting Oversight Board (PCAOB) have declined to pursue actions against her clients, including after informing Susan of their intent to do so. Her clients include private and public companies, boards and their committees, accounting firms, brokerage and investment advisory firms, and other financial institutions. Individual directors, senior company officers, and employees also look to Susan to represent them in regulatory and private litigation where their reputations are at stake.  

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 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

• SEB Inv. Mgmt AB v. Symantec Corp, et al (N.D. Cal. 2019): Obtained dismissal of the former CFO of Symantec in a securities class action lawsuit on a motion to dismiss which also significantly limited the claims against another client, Symantec’s former CEO. Case against the company and former CEO subsequently settled in 2021 with no contribution from the client.
• McElrath v. Kalanick, et al (Del. Ch. 2019): In a shareholder derivative action arising from Uber’s acquisition of startup Ottomotto LLC, a dismissal of the former General Counsel of Uber Technologies was obtained. 
• Veal re LendingClub Corp, et al (N.D. Cal. 2019): On motion to dismiss a securities class action, court dismissed the client, the former CFO of LendingClub. Plaintiff’s amended complaint dropped client as a defendant.
• 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 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; former CEO and chief accounting officer of acquired company indicted and further 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 a publicly-held, for-profit educational institution in connection in SEC investigation concerning company’s accounting practices (no action brought by SEC).
• Representation of publicly-held, registered entity in connection with SEC investigation concerning cyberattack of client’s vendor (investigation ongoing).
• Representation of five audit partners and employees of a Big Four accounting firm in high-profile investigations conducted by the SEC, DOJ, and PCAOB concerning an information leak (no action brought against clients by any of the regulators, including after PCAOB advised it would pursue actions); 
• Representation of former general counsel of alt-data firm in SEC investigation (no action taken against client). 
• Representation of an employee in SEC and DOJ investigations concerning public company’s cybersecurity-related disclosures (no action taken by SEC against client).
• 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 publicly held energy company in connection with SEC investigation of accounting practices (no action taken by SEC).
• 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 an international and 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 semiconductor company in SEC and DOJ investigation concerning possible FCPA violations (no action taken).
• 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 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 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.
• Numerous engagements by companies, audit committees and special committees to investigate and advise on accounting and disclosure-related matters, including advice regarding self-reporting decisions.
• Representation of audit committee of board of trustees of private university to investigate various allegations made by whistleblowers.
• Advice and investigation to numerous companies regarding allegations relating to potential FCPA violations.