T. Peter R. Pound

Peter is skilled in an arbitration setting, before federal and state courts, and in mediations. He has defended clients in class actions, shareholder derivative suits, and corporate governance and other disputes. Peter has also conducted numerous internal investigations, including for special committees of boards appointed to investigate demands made prior to the filing of a derivative suit.

Peter formerly served as the Boston office hiring partner for six years and was chair of the office’s Hiring Committee.

While undertaking his law degrees at Oxford University and later McGill University, Peter spent three summers as a summer associate at an international firm in Montreal, Quebec. After graduating from McGill, he served as law clerk to Judge Charles D. Gonthier of the Supreme Court of Canada. Peter was also a faculty lecturer at McGill’s Faculty of Law and the director of the faculty’s legal research, writing, and pleading program.

Peter currently serves as a trustee and is the chair of the Finance Committee for The Waring School in Beverly, Massachusetts. He also serves on the Advancement Committee of the Building Minds Scholarship Fund for the Catholic Schools Foundation. Peter volunteers as a track and field coach for Covenant Christian Academy in Peabody, Massachusetts. He is also the coordinator of Beverly’s Learn-to-Skate program, and was previously a youth hockey coach and board member of Beverly Youth Hockey (2017–2023).

Before joining Morgan Lewis, Peter was a partner in the financial institutions regulatory, enforcement, and litigation practice at another international law firm. He is conversant in French.

Enforcement and Examinations

• Served as lead counsel to a mutual fund adviser in the SEC’s first settled action concerning mutual fund environmental, social, and governance (ESG)–related disclosures; the settlement order referenced the adviser’s remedial efforts and cooperation, including that the adviser “provided detailed factual summaries and made substantive presentations on key topics,” which “advanced the quality and efficiency of the staff’s investigation and conserved Commission resources”
• Represented a mutual fund adviser and fund complex client in an SEC settlement agreement relating to certain expense recaptures by the adviser of amounts that it had previously waived and reimbursed to its money market funds on a voluntary basis; the SEC imposed no civil penalty, which it attributed to the adviser’s self-reporting of the matter, its prompt remedial actions, and that “throughout the staff’s investigation, [the adviser] provided detailed factual summaries and made substantive presentations on key topics”
• Assisted a mutual fund adviser and fund complex client with numerous routine and sweep examinations (e.g., alternative mutual funds, high-yield bond funds, money market funds)
• Assisted a regional investment adviser with an SEC examination focusing on potential cross-trading issues
• Represented a broker-dealer client in a state regulatory investigative sweep focused on sales of alternative investments to seniors
• Represented an individual financial advisor in connection with a regulatory proceeding relating to potential insider trading
• Represented a client in regulatory investigations relating to the marketing and sale of collateralized derivative obligations (CDOs)
• Assisted with representing a major investment bank, and current and former employees, in residential mortgage-backed securities investigations by various regulators
• Represented an executive in connection with an SEC revenue recognition investigation; after Wells submissions to the SEC, the investigation closed without action
• Assisted a broker-dealer with a state regulatory inquiry relating to underwriting of municipal bonds
• Represented a broker-dealer in connection with inquiries by FINRA and state regulators concerning compensation practices
• Represented a public company in connection with regulatory inquiries relating to insider trading

Arbitration and Litigation

• Represented a global financial services and insurance firm in connection with 17 lawsuits involving 43 plaintiffs relating to allegations of Ponzi-scheme activity, alleged insider trading, and fraud relating to insurance, collectively claiming damages in excess of $200 million
• Represented a national broker-dealer in arbitration relating to investments purportedly for the bulk purchase and resale of tickets to popular Broadway shows and concerts (referred to in the press as the “Hamilton Ponzi Scheme")
• Represented a national broker-dealer in arbitration involving claims by a failed startup seeking more than $110 million in compensatory damages relating to alleged failures to supervise financial advisors’ outside business activities
• Represented a national broker-dealer in a $30 million customer arbitration relating to the conduct of an unaffiliated registered investment advisor
• Filed in the US Supreme Court on behalf of former SEC officials in support of the respondents in Lawson and Zang v. FMR LLC relating to the whistleblower and anti-retaliation regimes in the Sarbanes-Oxley and Dodd-Frank Acts
• Represented a financial services client in a $50 million arbitration involving collateral proceedings in eight additional venues from 2009 through 2014
• Represented a broker-dealer in numerous FINRA arbitrations concerning the sale of CDOs
• Represented a broker-dealer and branch managers in a dispute relating to a financial adviser’s alleged unauthorized, unsuitable, and excessive trading
• Represented a private equity firm in federal court litigation against an insurer
• Represented a broker-dealer, financial adviser, and branch manager in FINRA arbitration relating to a retail customer’s purchase of, and alleged later order to sell, Lehman Brothers preferred stock; after the hearing, the arbitrator denied claimant’s claims in their entirety, ordered expungement of all reference to the claims from the broker-dealer’s registration records, and awarded clients the full amount of attorney fees and costs
• Represented a broker-dealer in FINRA arbitration involving auction rate securities; obtained a favorable decision for the client after a two-week hearing
• Represented a broker-dealer in FINRA arbitration and successfully obtained a pre-hearing dismissal on the basis that all claims were ineligible for arbitration under FINRA’s six-year eligibility rule
• Achieved victory for a publicly traded company and two of its officers in a federal securities fraud class action filed in the District of Massachusetts; obtained dismissal of the complaint and then prevailed on appeal before the First Circuit Court of Appeals
• Co-authored and filed in the US Supreme Court on behalf of law and finance professors in support of the respondent investment adviser in Jones v. Harris Associates LP relating to mutual fund advisory fees
• Represented a mutual fund adviser and distributor in purported derivative and class actions filed in the District of Massachusetts relating to excessive fees
• Assisted multiple investment companies and their boards of trustees in federal securities class actions and shareholder derivative litigation in the District of Maryland concerning alleged breach of fiduciary duties relating to market timing in mutual funds
• Represented a broker-dealer in a federal court matter in which claimants sought to vacate the arbitration award and client moved to confirm; obtained confirmation of the award, successfully opposed two motions for consideration, and then obtained dismissal of a Second Circuit Court of Appeals appeal on the basis that appeal was not timely filed
• Represented a financial services company in a 20-day NASD arbitration that resulted in the dismissal of all of claimant’s demands

Investigations

• Advised a special committee of the board of closed-end funds appointed to investigate shareholder demands and derivative claims relating to redemption of auction-market preferred shares; the plaintiffs voluntarily dismissed the derivative action after reviewing the special committee’s report
• Following the acquisition of a family of mutual funds by a fund complex, conducted an investigation of improper payments made by the predecessor funds’ investment adviser that were not properly disclosed to the predecessor funds’ board or shareholders
• Assisted with an internal investigation for a mutual fund complex relating to a demand letter alleging an investment adviser harmed mutual fund shareholders by failing to participate in settled class actions
• Assisted a special litigation committee of the board of an investment company appointed to investigate shareholder demands and derivative claims alleging improper market timing in mutual funds

Counseling

• Led an extensive mutual fund “distribution in guise” review in response to the SEC Division of Investment Management’s January 2016 guidance concerning mutual fund distribution and sub-accounting fees, and assisted with the development of board reporting regarding intermediary payments
• Conducted a mock SEC examination for an investment adviser with more than $100 billion under management
• Advised more than 15 clients relating to the US Department of Labor’s evolving fiduciary rule, collaborating with Morgan Lewis’s ERISA and investment management teams
• Advised investment advisors and fund boards in connection with evaluating potential participation in securities class actions versus initiating separate suits
• Advised an investment adviser in connection with mutual funds’ potential participation in European collective actions
• Assisting several portfolio companies of a private equity group concerning numerous disputes, including multiple successful mediations relating to postmerger claims concerning holdback amounts
• Counseling numerous clients on Massachusetts law relating to investment companies organized as Massachusetts business trusts, including advice on a wide variety of corporate governance issues

Pro Bono

• Since 2007, provides ongoing assistance and counsel to the board of directors of a nonprofit Catholic nursery school
• Representing the widow of a US veteran in connection with an application and appeal relating to Massachusetts Chapter 115 benefits and a discharge upgrade petition for her deceased husband
• Represented the widow of a US veteran, winning reinstatement of her Massachusetts Department of Veterans’ Services annuity benefits and an award of 100% of retroactive payments owed, dating back to when the benefits were initially wrongfully denied two years earlier
• Successfully assisted a disabled veteran with negotiations relating to Massachusetts Chapter 115 benefits
• Obtained a favorable settlement for an inmate client in federal and state court litigation with correctional center personnel and medical service providers relating to injuries caused when the inmate was deprived of medical care
• Obtained a favorable settlement for an inmate client in federal court litigation with correctional center personnel and medical service providers relating to the inmate’s medical care