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 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 numerous companies, professional service 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 FCPA violations, accounting irregularities, and other misconduct made 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 private securities litigation, SEC enforcement matters, 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 has appeared as a guest on CNBC’s Kudlow & Company show, 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 Los Angeles Times, The Boston Globe, The Atlanta Journal-Constitution, The San Diego Union-Tribune, Bloomberg News, Business Week, CFO Magazine, Compliance Week, 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
- "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
- 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 Webcast CLE Presentation on Responding to SEC Enforcement Investigations – Atlanta, GA, 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
- Burton Award for Legal Achievement, 2005
- SEC Division of Enforcement Director’s Award, 2002
