Russell G Ryan

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Russell Ryan

WASHINGTON, D.C.
T: +1 202 661 7984
F: +1 202 626 3737

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Russ Ryan is a partner with King & Spalding’s Special Matters and Government Investigations group in Washington, D.C.  His practice focuses primarily on SEC enforcement investigations, corporate internal investigations, Foreign Corrupt Practices Act (FCPA) compliance, and related corporate governance issues. Mr. Ryan currently serves as Co-Chair of the Broker-Dealer and SEC Enforcement Committee of the DC Bar’s Corporation, Finance, and Securities Law Section.  He has been recognized as one of the “SEC Enforcement 40,” an elite group of the top SEC enforcement defense lawyers as compiled by the website SecuritiesDocket.com, and as a Washington DC “Super Lawyer” in the area of securities litigation.  

Mr. Ryan joined King & Spalding in 2004 after a 10-year career in the SEC’s Division of Enforcement, including his last three years as Assistant Director of the Division.  While at the SEC, he investigated, litigated, and supervised a broad range of enforcement matters involving public company accounting and financial disclosure, FCPA compliance, auditor independence, Regulation FD, insider trading, broker-dealer regulation and supervision, Internet fraud, micro-cap stock manipulation, and “prime bank” fraud.  Along with other members of the Division of Enforcement, he received the SEC Chairman’s Award for Excellence in 2002.

At King & Spalding, Mr. Ryan has advised and represented companies, accounting firms, law firms, and individuals in responding to SEC enforcement investigations involving accounting irregularities, FCPA issues, public company disclosure obligations, auditor independence, insider trading, auction rate securities, anticompetitive market practices, stock option backdating, late trading of mutual fund shares, investment adviser issues, and broker-dealer issues.  In addition, he has conducted corporate internal investigations on behalf of companies and their audit committees in response to allegations of accounting irregularities, insider trading, FCPA violations, and other misconduct raised by whistleblowers, regulators, and independent auditors under Section 10A of the Securities Exchange Act of 1934.  Mr. Ryan also has advised companies and individual executives in connection with internal investigations being conducted by other law firms. 

Before joining the SEC in 1994, Mr. Ryan was a corporate and securities litigator with Willkie Farr & Gallagher, where he represented companies, broker-dealers, accounting firms, and individuals in SEC enforcement matters, private securities litigation, and other proceedings in both federal and state courts.  He began his legal career as law clerk to the Honorable Henry Bramwell of the United States District Court for the Eastern District of New York.

Mr. Ryan earned his undergraduate degree, summa cum laude, at Boston College, and his law degree at St. John’s University School of Law, where he was Executive Articles Editor of the St. John’s Law Review.  Mr. Ryan has also been an Adjunct Professor at George Mason University School of Law, where he taught an upper-level course on securities enforcement issues, and he has been a guest lecturer for similar law school classes at Georgetown University and Catholic University of America.  He frequently writes and speaks about topics relevant to securities regulation, the SEC enforcement process, and the Public Company Accounting Oversight Board (“PCAOB”) created by the Sarbanes-Oxley Act of 2002.  One of his articles earned him the 2005 Burton Award for Legal Achievement. 

Mr. Ryan is a nationally-recognized expert on SEC enforcement policy and a frequent contributor to the op-ed pages of The Wall Street Journal.  He has appeared as a guest commentator on television programs such as Kudlow & Company (CNBC), Countdown to the Closing Bell (Fox Business News), and Bottom Line (Bloomberg TV), and his insights on SEC enforcement developments have been quoted in a wide range of news and business publications, including The Wall Street Journal, The Financial Times (U.K.), The Washington Post, The Los Angeles Times, The Boston Globe, The Atlanta Journal-Constitution, The San Diego Union-Tribune, Bloomberg News, Reuters News, Business Week, CFO Magazine, Compliance Week, Securities Law 360, Corporate Secretary, Directorship, and many others.  He is admitted to practice in the District of Columbia, the State of New York, and numerous federal courts.

Recent Publications

Articles

  • “The SEC as Prosecutor and Judge,” The Wall Street Journal (op-ed raising due process and separation of powers concerns raised by SEC’s increased use of administrative proceedings) (August 2014)

  • “When Regulators Think They’re Prosecutors,” The Wall Street Journal, (op-ed highlighting constitutional concerns raised by the SEC’s increasingly prosecutorial enforcement approach) (April 2014)

  •  “‘Practicing Before’ the SEC: Rule 102(e) Scope in Jeopardy After IRS Setback,” Bloomberg BNA Securities Regulation & Law Report (article questioning the purported scope of SEC jurisdiction against accountants, lawyers, and other professionals under SEC Rule 102(e)) (March 2014)

  • “The Equity Façade of SEC Disgorgement,” Harvard Business Law Review (novel argument that most SEC disgorgement demands impermissibly seek a remedy at law rather than a remedy in equity) (posted online November 2013)

  • “Dodd-Frank Does Not Entitle Whistleblowers to Jury Trial.” Law 360 (co-authored with John Richter and Alex Pogozelski) (November 2013)

  • “The SEC Should Admit a No-Admit Change,” The Wall Street Journal (op-ed urging more transparency from the SEC on its new policy to require admissions of wrongdoing in some settlements) (September 2013)

  •  “The SEC’s Low Burden of Proof,” The Wall Street Journal (op-ed questioning whether SEC should have a heavier burden of proof when it seeks punitive remedies) (July 2013)

  • “Mum’s the Word About SEC Defeats,” The Wall Street Journal (op-ed encouraging the SEC to be more transparent about its enforcement losses) (June 2013)

  • “Why the SEC Needs No-Admit Settlements,” The Wall Street Journal (op-ed defending SEC policy of settling enforcement cases without requiring defendants to admit wrongdoing) (May 2013)

  • “SEC No-Admit Settlements Make Good Sense,” Bloomberg View (another op-ed defending SEC policy of settling enforcement cases without requiring defendants to admit wrongdoing) (April 2013)

  • “Courts Diverge on the Reach of Personal Jurisdiction in FCPA Cases Against Foreign Defendants,” Financial Fraud Law Report (co-authored with Gary Grindler and Ehren Halse-Stumberg) (April 2013)

  • “Gabelli Could Kickstart the ‘Civil’ Prosecution Debate,” Securities Law 360 (article addressing potential ramifications of Supreme Court’s statute of limitations decision against SEC) (February 2013)

  • “The SEC and the First Amendment,” The Wall Street Journal (op-ed addressing free speech concerns in SEC enforcement) (September 2012)

  • “The SEC Penalty Ratchet and Due Process,” Bloomberg View (op-ed addressing proposed legislation to enhance SEC penalties) (August 2012)

  • “Seven False Comforts and Misconceptions About FCPA Risk,” BNA Corporate Counsel Weekly (co-authored with Laura K. Bennett) (December 2011)

  • “To Err is Human . . . and Punishable by the SEC,” CFO.com (commentary on SEC decision to pursue negligence-based violations) (November 2011)

  • “Is Your Company in Denial About FCPA Risk?,” CFO.com (addressing common FCPA false comforts) (August 2011)

  • “Court Issues Significant Guidance Concerning When State-Owned Corporations May Constitute Foreign Government ‘Instrumentalities’ Under FCPA,” Financial Fraud Law Report (co-authored with Zachary J. Harmon and Laura P. Greig)(July/August 2011)

  • “SEC No-Admit Settlements:  Leave Well Alone,” Securities Law 360 (commentary on SEC policy allowing defendants to settle without admitting or denying liability) (April 2011)

  • “Beyond Mom and Pop,” The Deal Magazine (commentary on recent SEC case against major financial institution) (October 2010)

  • “SEC Cops Don’t Need Guns, Badges on Their Beat,” Bloomberg.com and Bloomberg Businessweek (commentary on SEC enforcement trends) (April 2010)

  • “SEC Issues Important New Guidelines on Cooperation,” King & Spalding Client Alert (January 2010)

  • “SEC’s First FCPA Settlement of 2010 Provides Important Reminders for FCPA Compliance,” King & Spalding Client Alert (January 2010)

  • “Delegation and Accountability at the SEC,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (commentary on new SEC rule delegating “formal order” authority to enforcement staff) (October 2009)

  • “The SEC vs. CEO Pay,” The Wall Street Journal (op-ed about Sarbanes-Oxley "clawback" provision) (August 2009)

  • “DOJ Issues FCPA Guidance on Free Product Promotions with Foreign Government Customers,” King & Spalding Client Alert (August 2009)

  • “SEC Delegates Subpoena Authority to Enforcement Staff,” King & Spalding Client Alert (August 2009)

  • “New Enforcement Initiatives at the U.S. Securities and Exchange Commission,” King & Spalding Client Alert (March 2009)

  • “Backdating History: Assessing the SEC’s Early Stock Option Dating Cases,” Wall Street Lawyer, Vol. 10, No. 10 (October 2006)

  • “Help Needed on Disclosure of SEC Probes,” Directors Monthly (October 2006)

  • “Thompson Memo Setbacks Don’t Diminish Need for Strong Compliance Program,” The Metropolitan Corporate Counsel, Vol. 14, No. 10 (October 2006)

  • “Recent SEC Insider Trading Settlements Reflect Promising Signs of Flexibility,” Insights: The Corporate and Securities Law Advisor, Vol. 20, No. 4 (April 2006)

  • “Rethinking SEC Injunctions After Appeals Court Reprimand,” Securities Regulation & Law Report (BNA), Vol. 37, No 36 (September 5, 2005), reprinted in World Securities Law Report (BNA), Vol. 11, No. 10 (October 2005) and The Securities Reporter (ABA), Vol. 10, No. 3 (Fall 2005)

  • “Cooperation in SEC Enforcement: The Carrot Becomes the Stick,” Legal Backgrounder (Washington Legal Foundation), Vol. 19, No. 33 (October 2004)

  • “Penalty Undertakings in SEC Administrative Settlements Deserve a Closer Look,” Securities Regulation & Law Report (BNA), Vol. 36, No 39 (October 2004), reprinted in World Securities Law Report (BNA), Vol. 10, No. 10 (October 2004) and The Securities Reporter (ABA), Vol. 9, No. 3 (Fall 2004)

  • “What Public Companies Should Know Before the PCAOB Calls,” Corporate Counsel Weekly (BNA), Vol. 19, No. 37 (September 2004)

  • “SEC Enforcement of Auditor Independence Violations:  Recent Cases and Trends,” 32 Securities Regulation Law Journal 179 (Summer 2004)

  • “PCAOB Adds New Regulatory Scrutiny to Public Company Audit Process,” King & Spalding Client Alert (June 2004)

  • “Recent Policy Shifts in SEC Enforcement Settlements,” ABA Network Newsletter, Vol. 11, No. 2 (Summer 2003)

  • “Civil Penalties in SEC Enforcement Cases:  A Rising Tide,” Insights: The Corporate and Securities Law Advisor, Vol. 17, No. 6 (June 2003)

  • “The Federal Securities Laws, the First Amendment, and Commercial Speech:  A Call for Consistency,” 59 St. John’s Law Review 57 (1984)

Speeches

  • Securities Enforcement Forum 2014 – Washington, DC, October 2014 (panel discussion with SEC Associate Director and others on recent developments and trends in enforcement)

  • ACI Third National Forum on Securities Litigation and Enforcement – Washington, DC, February 2014 (co-chair of two-day program and moderator of panel discussing SEC enforcement policy change requiring admissions in some settlements)

  • DC Bar Program on SEC’s New Financial Reporting and Audit Task Force – Washington, DC, February 2014 (panel discussion with leaders of new SEC task force and other practitioners)

  • DC Bar Program on Insider Trading – Washington, DC, January 2014) (moderator of panel discussion on insider trading enforcement trends with chiefs of SEC Market Abuse and Insider Trading Unit and FINRA Insider Trading Surveillance Unit)

  • Federal Bar Association CLE Program on Recent Trends in SEC Enforcement – Washington, DC, October 2013 (two-hour discussion on SEC enforcement developments)

  • ABA 8th Annual National Institute on Securities Fraud – New Orleans, LA, October 2013 (speaker on recent SEC and DOJ trends in FCPA enforcement and on SEC “Wells submission” strategies)

  • Securities Enforcement Forum 2013 – Washington, DC, October 2013 (moderator of panel discussion with SEC Associate Director and others on developments in SEC insider trading enforcement and SEC whistleblower program)

  • SIFMA Compliance & Legal Society Charlotte Regional Seminar – Charlotte, NC, September 2013 (panel discussion with SEC Chief Litigation Counsel and others concerning SEC and FINRA enforcement developments)

  • District of Columbia Bar CLE Program on SEC Remedies – Washington, DC, June 2013 (panel discussion with SEC Co-Director of Enforcement and others about legal and policy issues surrounding various SEC remedies)

  • The Corporate Crime Reporter Conference – National Press Club, Washington, DC, May 2013 (panel discussion with SEC Co-Director of Enforcement and others about potential changes in SEC settlement policies)

  • King & Spalding e-Learn Webcast on Political Intelligence and Insider Trading – Washington, DC, May 2013

  • ABA 7th Annual National Institute on Securities Fraud – New Orleans, LA, November 2012 (panel discussion with SEC Chief Litigation Counsel and others about effects of Supreme Court’s Janus decision on SEC enforcement cases)

  • Securities Enforcement Forum 2012 – Washington, DC, October 2012 (panel discussion of developments in SEC enforcement against hedge funds, investment advisers, and other SEC-regulated entities)

  • Society of Corporate Secretaries and Governance Professionals, Annual Meeting of Mid-Atlantic Chapter – Washington, DC, September 2012 (panel on insider trading developments)

  • ABA 6th Annual National Institute on Securities Fraud – New Orleans, LA, November 2011 (panel discussing effects of Dodd-Frank on SEC enforcement program)

  • U.S.-Mexico Bar Association, Annual Meeting – Houston, TX, November 2011 (panel on FCPA “red flags”)

  • Anti-Corruption and Bribery: A Compliance Workshop for Global Business Success – Dubai, UAE, September 2011 (member of faculty for 3-day workshop on FCPA compliance)

  • King & Spalding Quarterly Energy Forum – Houston, TX, September 2011 (panel on FCPA compliance issues)

  • King & Spalding e-Learn Webcast on SEC Enforcement a Year Into Dodd-Frank – Atlanta, GA, May 2011

  • ABA 5th Annual National Institute on Securities Fraud – New Orleans, LA, October 2010 (panel on SEC “clawback” cases under Sarbanes-Oxley Section 304 and new “clawback” provisions of Dodd-Frank legislation)

  • TheCorporateCounsel.net Webcast, “Big Changes Afoot: How to Handle An SEC Enforcement Inquiry Now,” April 2010 (panel on new SEC enforcement division restructuring and cooperation initiatives)

  • King & Spalding e-Learn Webcast, “The SEC Ramps Up Enforcement,” February 2010 (presentation on recent SEC enforcement trends and issues)

  • ABA 4th Annual National Institute on Securities Fraud – Washington, D.C., October 2009 (panel on SEC and DOJ investigations of public company accounting)

  • The Knowledge Congress Live Webcast Series, “Auditor Independence: What You Need To Know,” May 2009 (panel presentation on SEC enforcement of auditor independence standards)

  • ABA 3rd Annual National Institute on Securities Fraud – Washington, D.C., October 2008 (panel on SEC and DOJ stock option accounting investigations) 

  • King & Spalding e-Learn Webcast, “The Globalization of U.S. Securities Class Actions and U.S. Securities Enforcement,” October 2008

  • National Investor Relations Institute (NIRI), 2008 Annual Meeting – San Diego, CA, June 2008 (panel on recent SEC enforcement developments and trends)

  • U.S. Department of Commerce, U.S. Commercial Service, Foreign Corrupt Practices Act Program – Houston, TX, April 2008 (speaker on detecting and investigating FCPA issues)

  • ABA 2nd Annual National Institute on Securities Fraud – Washington, D.C., October 2007 (panel on corporate internal investigations and parallel government investigations)

  • Society of Corporate Secretaries and Governance Professionals, Annual Meeting of Mid-Atlantic Chapter – Philadelphia, PA, May 2007 (panel on preserving company privileges while cooperating with government investigations)

  • ABA National Institute on Securities Fraud – Washington, DC, September 2006 (panel on conducting corporate internal investigations)

  • Sarbanes-Oxley Act:  Compliance and Enforcement Trends – Washington, DC, May 2006 (panel on SEC and PCAOB enforcement trends since Sarbanes-Oxley)

  • Legal and Accounting Countdown to 2006 – Atlanta, GA, November 2005 (speaker on SEC enforcement update)

  • Association of Corporate Counsel and King & Spalding Program on The Thompson Memorandum – New York, NY, October 2005 (panel on risks and rewards of cooperation in government investigations)

  • SEC Chief Enforcement Conference – Columbia, SC, May 2005 (panel discussing defense counsel's perspective on SEC enforcement process)

  • 2nd Annual Pharmaceutical Marketing Compliance Congress – Washington, D.C., February 2005 (panel on SEC enforcement issues affecting pharmaceutical companies)

  • ALI-ABA Third Annual Advanced Sarbanes-Oxley Institute – Washington, D.C., October 2004 (panel on Sarbanes-Oxley and the Audit Committee)

  • Key Legal Issues for In-House Counsel 2004 – Indianapolis, IN, September 2004 (panels on Sarbanes-Oxley and government investigations)

  • King & Spalding e-Learn Webcast,  “Responding to SEC Enforcement Investigations,” August 2004

  • ABA Center for Professional Responsibility, 30th National Conference on Professional Responsibility – Naples, FL, June 2004 (speaker on the meaning of “fraud” for securities lawyers)

  • District of Columbia Bar CLE program on Emerging Issues Under the Federal Securities Laws – Washington, D.C., February 2004

  • ABA Business Law Section, Committee of Corporate General Counsel, Fall Meeting – Charleston, SC, October 2003 (panel discussing insider trading cases and developments)

  • District of Columbia Bar CLE program on How to Respond to Indications of Accounting Improprieties – Washington, D.C., April 2003

  • District of Columbia Bar CLE Program on Defending Companies in SEC Investigations – Washington, D.C., November 2002

  • National Congress on Health Care Compliance – Washington, D.C., April 2001 and February 2002 (speaker on securities law developments affecting public companies in healthcare industry)

  • Southwest Securities Enforcement Conference – Fort Worth, TX, September 2000 (panel on SEC financial fraud investigations)

Awards & Recognition

  • Named as Washington, DC “Super Lawyer” for securities litigation, 2014

  • Named to Securities Docket “Enforcement 40” list of top SEC enforcement lawyers, 2013

  • Burton Award for Legal Achievement, 2005

  • SEC Division of Enforcement Director’s Award, 2002
CLERKSHIPS
Judicial Clerk, Hon. Henry Bramwell, U.S. District Court for the Eastern District of New York

EDUCATION
J.D., St. John's University
B.A., summa cum laude, Boston College

ADMISSIONS
District of Columbia
New York


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