Susan D. Resley

Susan has obtained 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, even 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.

Susan was recognized as one of the Top Women Lawyers in California in 2019 by the Daily Journal and named to the Enforcement 40, and most recently to the Enforcement Elite, a list of the top enforcement lawyers in the United States, by Securities Docket. She is recommended by Chambers USA for Securities Litigation and The Legal 500 US for White Collar Criminal Defense, Corporate Investigations, and Securities Litigation.

Before joining Morgan Lewis, Susan was a securities litigation partner at an international law firm. Prior to that, she held a partnership role at a global law firm. She also brings her government experience to her clients, as she worked for the SEC before starting in private practice. At the SEC Division of Enforcement in the 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 is often quoted by several news and legal publications.

Susan holds multiple leadership positions at Morgan Lewis. She is the leader of the 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. Susan also serves on the Board of Meals on Wheels of San Francisco.

SEC and Securities Litigation

• SEB Inv. Mgmt. AB v. Symantec Corp, et al. (N.D. Cal. 2019): Obtained dismissal of the former chief financial officer (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 chief executive officer (CEO); the case against the company and former CEO subsequently settled in 2021 with no contribution from the clients
• McElrath v. Kalanick, et al. (Del. Ch. 2019): Obtained a dismissal of the former general counsel of Uber Technologies in a shareholder derivative action arising from Uber’s acquisition of startup Ottomotto LLC
• Veal re LendingClub Corp, et al. (N.D. Cal. 2019): Obtained dismissal of a securities class action again the client, the former CFO of LendingClub
• SEC v. Bartek, et al. (5th Cir. Nov. 15, 2012): Following a grant of summary judgment and complete dismissal of action by the district court (SEC v. Microtune, Inc., 783 F. Supp. 2d 867 (N. D. Tex. 2011)), obtained affirmance by a Fifth Circuit panel and the US Court of Appeals for the Fifth Circuit in an action by the SEC alleging accounting and disclosure fraud against the former CFO and general counsel of a semi-conductor company (the government subsequently withdrew its petition for certiorari before the US Supreme Court in 2013)
• SEC v. Leslie, et al. (N.D. Cal. July 29, 2010): Obtained partial summary judgment and significantly narrowed the issues in an 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 a shareholder derivative action against the former general counsel of a company accused of stock options backdating

SEC and Securities-Related Regulatory Investigations

• Represented a Fortune 50 technology company as the victim of a fraud in a multijurisdictional investigation by the SEC, DOJ, and UK Serious Fraud Office concerning the accounting practices of a company acquired by our client, leading to conviction of former CFO of acquired company
• Represented a publicly held technology company in an SEC investigation of accounting practices following a whistleblower complaint (declination of enforcement action)
• Represented a publicly held, for-profit educational institution in connection with an SEC investigation concerning accounting practices (declination of enforcement action)
• Represented a publicly held registered entity in connection with an SEC investigation concerning the cyberattack of the client’s vendor (declination of enforcement action)
• Represented 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)
• Represented an executive of a publicly held dual registrant in an SEC action involving disclosures relating to its robo-adviser business (no action taken against our client following meetings with senior SEC staff)
• Represented a former general counsel of an alt-data firm in an SEC investigation (no action taken against client)
• Represented a public company employee in SEC and DOJ investigations concerning the company’s cybersecurity-related disclosures (no action taken by SEC against client)
• Represented an outside investor relations firm and its principals and employees in an SEC investigation regarding possible insider trading (no action taken by SEC)
• Represented a publicly held energy company in connection with an SEC investigation into accounting practices (no action taken by SEC)
• Represented a former CEO and CFO of a technology company concerning an SEC investigation of allegations made by a whistleblower concerning the company’s accounting practices (investigation ongoing)
• Represented a large international, dually registered investment adviser and broker-dealer in an SEC investigation of the firm’s recruiting and supervision practices (no action taken by SEC following a Wells Submission)
• Represented a large broker-dealer in an SEC inquiry of supervisory practices concerning several financial advisors (no action taken by SEC)
• Represented a software company in an SEC investigation of revenue recognition practices following allegations by a whistleblower (no action taken by SEC)
• Represented a semiconductor company in an SEC/DOJ investigation concerning possible FCPA violations (no action taken by SEC or DOJ)
• Represented the former chair of an audit committee of a semiconductor company in an SEC/DOJ investigation of insider trading relating to expert networks (no action taken by any agency following a Wells Submission)
• Represented an audit committee member in an SEC investigation concerning auditor independence (settled with SEC on more favorable terms following a Wells Submission)
• Represented a former CFO of a biotech company in an SEC insider trading investigation (no action taken by the SEC)
• Represented several former officers of an entertainment company (including the former CFO and current and former human resources directors) in an SEC investigation concerning stock options backdating (no action taken by the SEC)
• Represented a hedge fund in connection with an SEC “pay to play” investigation (no action taken by SEC or DOJ)
• Represented a former audit committee member of a retail company in an SEC insider trading investigation (no action taken by the SEC)
• Represented an audit manager of a Big Four accounting firm in a PCAOB investigation (no action taken by PCAOB against the client)
• Represented the former CFO of a semiconductor company in an SEC action alleging revenue recognition fraud (following a Wells Submission, settled on terms more favorable than the SEC originally sought)

Audit Committee and Internal Investigations

• Represented numerous companies and audit committees to advise on and investigate potential insider trading or tipping
• Represented numerous companies, audit committees, and special committees to investigate and advise on accounting and disclosure-related matters, including advice regarding whistleblower complaints and assessing self-reporting decisions
• Represented the audit committee of a board of trustees of a private university to investigate various allegations made by whistleblowers
• Advised and investigated numerous companies regarding allegations relating to potential FCPA violations