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Beware Intense Insider Trading Scrutiny in Current Climate

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Haima Marlier, David Newman, and Haydn Forrest authored an article for Law360 discussing the increased scrutiny related to insider trading in the time of the coronavirus outbreak, analyzing the investigation into Senator Richard Burr’s stock transactions as a cautionary tale, and providing steps companies can take to mitigate such risks.

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Haima Marlier, David Newman, and Haydn Forrest authored an article for Law360 discussing the increased scrutiny related to insider trading in the time of the coronavirus outbreak, analyzing the investigation into Senator Richard Burr’s stock transactions as a cautionary tale, and providing steps companies can take to mitigate such risks.“Companies should think critically about how to mitigate the risk that any employee – from C-suite insiders with access to detailed financial records to inventory clerks who notice an essential input hasn’t arrived in weeks – finds themselves ensnared in an insider trading investigation,” the authors wrote.Haydn is a Morrison & Foerster LLP associate admitted to practice in the state of Texas. He contributed to this article and his practice is supervised by principals of the firm admitted in the District of Columbia.Read the <a target="_blank" href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/bltc41e60814d604ac7/6273ef4d23c6cf2a1c3b0e64/200408-trading-scrutiny.pdf">full article</a>.

Beware Intense Insider Trading Scrutiny in Current Climate

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Haima Marlier is a partner in Morrison Foerster’s Investigations + White Collar Defense Group and co-chairs its Fintech practice. Drawing on her experience as a former Securities and Exchange Commission (SEC) senior trial counsel, Haima represents public and private companies, financial services providers, and executives, directors, and other individuals in SEC, Commodity Futures Trading Commission (CFTC), Financial Industry Regulatory Authority (FINRA), state securities regulator, and internal investigations, as well as in related litigation. She has more than 20 years of experience litigating in federal, state, and administrative courts, leading complex negotiations, and representing her clients in mediation. She also counsels clients regarding securities enforcement developments, trends, and risk mitigation.Before joining the firm, Haima spent nearly a decade in the SEC’s Division of Enforcement. While at the SEC, Haima served as lead counsel on a number of prominent enforcement litigations and investigations involving public companies, registered investment advisers, broker-dealers, banks, and individuals in matters arising under the federal securities laws. She has also worked closely with foreign securities regulators, numerous U.S. attorneys’ offices, and FINRA.Haima serves on the advisory board of Securities Docket, a thought leader in the securities enforcement space, and on the board of trustees of the SEC Historical Society, a nonprofit dedicated to preserving the knowledge and history of financial regulation. She mentors Penn State students of color who aspire to become lawyers and is a member of the board of directors of, and a volunteer running coach for, Girls on the Run New Jersey, a nonprofit dedicated to inspiring girls to recognize their inner physical and emotional strengths. She maintains an active pro bono practice.Haima has been recognized by Crain’s New York Business’s Notable Women in Law and Notable Diverse Leaders in Law; Chambers USA for Crypto-Asset Disputes; The Legal 500 US as a recommended lawyer in Securities Litigation: Defense, Investigations and White Collar Criminal Defense, and Fintech; Securities Docket’s Enforcement Elite; and the New York Law Journal for her efforts in the diversity and inclusion space.Haima received her J.D. from Boston College Law School and her B.A. from The Pennsylvania State University.<h4>Representative Experience</h4><h5>Cybersecurity</h5><ul><li>Successfully resolved an SEC investigation into a global technology solutions company’s cybersecurity risk disclosures and disclosure controls, policies, and procedures, with an acknowledgment by the SEC of the client’s significant remediation and cooperation.</li><li>Representing a global tech service management company in an SEC inquiry into its cybersecurity incidents and disclosures.</li><li>Represented numerous public companies and other clients in the SEC’s SolarWinds cybersecurity enforcement sweep.</li><li>Advising numerous public companies and SEC-registered firms on the efficacy of their cybersecurity disclosure controls and procedures and the materiality of cybersecurity incidents.</li><li>Represented a major technology company in an internal investigation into its cybersecurity statements and controls, policies, and procedures.</li></ul><h5>Fintech & Crypto</h5><ul><li>Represented a nonprofit foundation supporting a major blockchain, as well as two of its senior individuals, in an SEC investigation, with a complete termination letter issued by the SEC.</li><li>Successfully resolved an SEC crypto investigation into anti-money laundering and other compliance and monitoring programs on behalf a former senior bank executive.</li><li>Representing a leading cryptocurrency exchange platform in responding to SEC, CFTC, and state attorney general subpoenas and other requests for information.</li><li>Obtained a successful federal court settlement for a venture capital fund in a securities class action concerning an unregistered digital token offering.</li><li>Advising numerous Fintech companies, from startups to mature organizations, on securities enforcement compliance best practices and enforcement risk mitigation.</li><li>Represented a private investor in an SEC investigation related to a reverse merger involving a cryptocurrency company with no action taken by the SEC.</li></ul><h5>Artificial Intelligence</h5><ul><li>Representing a major tech company in an SEC investigation focused on AI-related disclosures and policies.</li></ul><h5>Accounting & Financial Reporting</h5><ul><li>Represented the former Chief Operations Officer of a major NASDAQ-listed food distributor in SEC and special committee investigations, with a complete termination letter issued by the SEC, as well as in related Delaware Court of Chancery litigation, which was favorably resolved.</li><li>Successfully resolved SEC and special committee investigations into related-party transaction disclosures and accounting issues, as well as related shareholder litigation, on behalf of a former CEO of a NASDAQ-listed company.</li><li>Represented an audit committee of a public company in an internal investigation resulting from a whistleblower complaint alleging accounting and disclosure issues.</li><li>Represented a leading public company in an internal investigation resulting from a whistleblower complaint alleging accounting and disclosure issues.</li></ul><h5>Other Securities Enforcement Matters</h5><ul><li>Represented the former CEO of a major company listed on the New York Stock Exchange in an SEC insider trading investigation with no action taken by the SEC.</li><li>Represented an individual in an SEC investigation concerning the “pay-to-play” rule.</li><li>Represented a private investment fund in a COVID-19 related SEC insider trading investigation with no action taken by the SEC.</li><li>Represented a broker-dealer in a for-cause FINRA examination into anti-money laundering and other issues.</li><li>Represented a leading international company in government investigation into pharmaceutical drug pricing.</li><li>Represented a biotech company in a Massachusetts Securities Division investigation concerning securities registration exemptions and representations to investors regarding securities registration with no action taken by the state regulator.</li><li>Obtained a successful resolution for a pre-IPO biotech company in a wrongful termination lawsuit brought by a co-founder and former CEO terminated by the board of directors.</li><li>Represented the SEC in all stages of federal and administrative proceedings, including at trial and on appeal, in matters involving violations of the federal securities laws.</li></ul>

Haimavathi Marlier

Partner

David Newman, co-chair of the firm’s National Security and Crisis Management practices, draws upon his deep experience in private practice and as a senior U.S. Department of Justice (DOJ) and White House official to represent clients in high stakes matters involving national security, geopolitical risk, emerging technology, and crisis management. A former Principal Deputy Assistant Attorney General for National Security (PDAAG) and Associate Deputy Attorney General, David advises companies navigating cybersecurity incidents, sanctions and export control enforcement, Committee on Foreign Investments in the United States (CFIUS) reviews, and Foreign Agents Registration Act (FARA) investigations. He has extensive experience conducting internal and government-facing cross-border investigations and representing clients in congressional inquiries and hearings.David co-founded the firm’s innovative Crisis Management practice nearly a decade ago, serving as a go-to resource for clients facing legal scrutiny by government agencies around the world. Drawing on his background working on complex and sensitive matters in private practice and at the highest levels of the U.S. government, he understands how regulators and prosecutors think, enabling him to provide highly strategic counsel to clients across a broad range of industries. He has frequently served as a liaison between clients and government agencies, including DOJ, the FBI, and other U.S. national security and intelligence agencies, and counseled clients on emerging regulation involving new technologies. For his work advising companies on how to navigate the COVID-19 pandemic, he was named a <a href="/resources/news/200901-national-law-journal-david-newman" target="_self">“Trailblazer” by the National Law Journal</a> in 2020. With the change in administration in 2021, David returned to DOJ to serve in a “day one” leadership role. From 2021 to 2022, he served as Associate Deputy Attorney General. From 2022 to 2025, he served as PDAAG, DOJ’s second highest-ranking national security official, supervising the work of nearly 300 career attorneys in DOJ’s National Security Division (NSD) with engagement across virtually all aspects of NSD’s portfolio, including supervision of DOJ’s criminal enforcement programs for sanctions, export controls, counterterrorism, counterespionage, and FARA. During his tenure, NSD created the “NatSecCyber” section, the first new litigating section in NSD’s history with a mission to centralize DOJ’s prosecutions and disruptions of national security cyber threats emanating from China, Russia, Iran, and North Korea (among other U.S. adversaries); restructured and expanded NSD’s corporate enforcement program; and spearheaded the U.S. government’s approach to countering the threats posed by foreign adversary access to Americans’ sensitive bulk data. In addition to his work supervising investigations and prosecutions, David served for more than two years as DOJ’s regular representative to Assistant Secretary meetings of CFIUS; represented DOJ at dozens of National Security Council (NSC) meetings; and led administration-wide initiatives involving emerging technology, bulk data security, and countering foreign malign influence and transnational repression. In private practice, David has routinely advised clients on cybersecurity and data privacy matters including sensitive issues involving incident preparedness and response, emerging technology regulation, and economic espionage. In 2024, he delivered the capstone address at the U.S. Cyber Command Annual Legal Conference, in which he highlighted DOJ’s work countering nation state cyber threats. He has testified before Congress on the threats to national security posed by emerging technology, including serving as lead briefer for an all Member briefing on proposed legislation to address the national security risks posed by TikTok and other foreign adversary-controlled social media applications. He also served as the U.S. government’s lead representative in international meetings and initiatives to address the evolving threat landscape of foreign malign influence and transnational repression. Named several years ago as one of the top “40 under 40” figures in the data law bar around the world by Global Data Review, David’s commentary and thought leadership on law and technology have appeared in and been quoted in CNBC, The Wall Street Journal, Bloomberg, Corporate Counsel, Ethisphere, and Wired Magazine, among other publications. A former law clerk on the U.S. Supreme Court, David is routinely asked to advise clients on both the near-term and long-term implications of unsettled legal questions at the intersection of law and emerging technology.David’s practice also extends to advising on congressional oversight matters related to national security and emerging technology, including responding to congressional inquiries on behalf of large, multinational companies and preparing individuals for interviews and testimony in connection with congressional hearings and investigations. While in private practice, David advised leading company executives and other prominent individuals related to high-profile hearings and investigations of the Senate and House Judiciary Committee, among other congressional committees. In his positions in government, David regularly briefed congressional members and staff on sensitive national security developments and coordinated briefings and responses to congressional inquiries involving administration priorities.Earlier in his career, David held key national security legal and policy posts at the White House, including serving as Special Assistant and Associate Counsel to President Obama (2015–2017) and in multiple roles on the NSC staff (2013–2015). Throughout his tenure at the White House, David played a central role in coordinating the administration’s response to domestic and international crises including serving as Director for Counterterrorism, Acting Deputy Legal Advisor, and as Chief of Staff in the Office of the Ebola Response Coordinator. In his White House posts, David regularly advised the president and other senior administration officials on a range of complex matters affecting the federal government and oversaw a broad portfolio that spanned national security priorities, crisis response and preparedness planning, new data and technology initiatives, criminal justice policy, and civil rights litigation. He also helped the National Security Council to coordinate the U.S. government’s response to the largest Ebola outbreak in recorded history.David began his Executive Branch tenure as a career attorney in DOJ’s NSD. In his role as counsel to the Assistant Attorney General for National Security from 2011 to 2013, David helped counsel senior officials within DOJ and across the U.S. government on a wide array of matters—from high profile terrorism investigations and litigation involving government surveillance programs to matters before CFIUS. Prior to his Executive Branch service, David clerked for Justice Ruth Bader Ginsburg of the U.S. Supreme Court, Judge Robert A. Katzmann of the U.S. Court of Appeals for the Second Circuit, and Judge Jed S. Rakoff of the U.S. District Court for the Southern District of New York, and he also served as a litigator in private practice at an international law firm.David received his J.D. from Yale Law School and his B.A. summa cum laude from Columbia University.<h4>Selected Private Practice Matters</h4><ul><li>Advising a major U.S. telecommunications company that successfully obtained national security and other regulatory approvals at the federal and state levels in connection with a proposed merger.</li><li>Advising a major U.S. technology company facing exposure of sensitive customer information by a third-party vendor on its response to a vulnerability disclosure report.</li><li>Representing a leading U.S. company in a high-profile, multijurisdictional, government-facing bribery investigation in Africa.</li><li>Conducting cybersecurity tabletop exercises at the operator, executive, and board levels for Fortune 500 organizations in the healthcare, retail, and pharmaceutical sectors.</li><li>Counseling a major U.S. media company on cybersecurity matters.</li><li>Coordinating the work of an independent corporate compliance monitor for a large South American company in the wake of a multijurisdictional resolution with DOJ.</li><li>Advising a non-U.S. investor on CFIUS strategy and other regulatory issues arising out of a multi billion dollar investment in a major U.S. company.</li><li>Conducting pre-investment and pre-acquisition CFIUS due diligence in several multi-billion-dollar transactions in which a non-U.S. investor pursued positions in leading and emerging technology companies.</li></ul>

David Newman

Haydn Forrest is an associate in the Litigation Department of Morrison Foerster’s Washington, D.C. office.Haydn advises clients on complex and high-stakes criminal and civil investigations. His practice focuses on investigations, criminal defense, and compliance matters involving antitrust, national security, and foreign malign influence. He regularly represents clients before state and federal regulators, as well as Congressional committees.Prior to law school, Haydn worked at the Federal Trade Commission as an honors paralegal. Haydn received his B.A. in international relations and political science from Tufts University.

Haydn Forrest

Associate

Securities Litigation

Securities Enforcement