With experience on both sides of the table, Paul has handled the full spectrum of SEC matters: accounting and disclosure issues, investment adviser and broker-dealer compliance, offering fraud, market manipulation, public finance, Foreign Corrupt Practices Act (FCPA), insider trading, and professional liability. He has led high-profile internal investigations into complex fraud and compliance problems and successfully defended clients in shareholder derivative suits and securities class actions, achieving dismissals and favorable settlements.

Paul also dedicates time to pro bono work. He serves as external general counsel of Episcopal Charities in Chicago and has led fraud-related investigations for nonprofit organizations. Earlier in his career, Paul clerked for Judge James H. Michael Jr. of the US District Court for the Western District of Virginia and served as editor in chief of the Vanderbilt Law Review. He is a Chartered Alternative Investment Analyst (CAIA) and a Certified Fraud Examiner (CFE).

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• Represented the former chief executive officer (CEO) of a hybrid electric vehicle company, which merged with a special purpose acquisition company (SPAC), in an SEC investigation, resulting in no action by the SEC, and shareholder litigation, securing a voluntary dismissal of the shareholder action after the filing of our motion to dismiss
• Counseled the former CEO of a hydrogen fuel cell electric vehicle company in a SPAC-related SEC investigation and related civil litigation, negotiating a resolution that carried no charges and only a modest, partial clawback of incentive compensation
• Defended the former financial officer of a public company subsidiary investigated by the SEC for alleged accounting fraud, avoiding criminal charges arising from a parallel criminal investigation

Investment advisers, private fund sponsors, and broker-dealers

• Counseled an SEC-registered investment adviser in connection with an investigation into the suitability of sales of complex investment products, closed without action
• Represented advisory affiliates of a national bank in connection with an SEC investigation and examination into disclosures related to proprietary mutual funds and share class selection, achieving a positive settlement in the investigation and avoiding referral of examination deficiencies
• Successfully defended the former chief loan officer of a private debt fund and an SEC-registered investment adviser that provided trade finance products in an SEC investigation, persuading the SEC not to bring charges after the staff stated its intent do so and pursued others
• Represented a private equity vehicle and its principals in an SEC investigation of allegedly inadequate beneficial ownership filings relating to an acquisition of public company stock, managing the burden of the investigation and avoiding more serious fraud claims
• Represented the manager of more than 30 senior living facilities and its principal in an SEC investigation into concerns related to private fund offerings that raised over $1 billion, stabilizing the initial investigation and avoiding the immediate threat of SEC emergency action
• Persuaded the SEC not to institute disciplinary proceedings against the former managing partner of a major private equity firm based on a dated criminal conviction
• Defended the portfolio manager of an advisory firm that had entered a high-profile $80 million settlement with the SEC arising from the alleged overvaluation of illiquid collateralized mortgage obligations (CMOs) and cross trades, avoiding an individual action threatened against our client
• Advised a hedge fund through an SEC examination and investigation probing insider trading and Section 204A compliance, closed without action
• Counseled the former head of global fundraising of an international private equity manager during an SEC investigation arising from a complex criminal investigation into the alleged misappropriation of $400 million from investors, successfully negotiating a settlement with reduced monetary sanctions
• Guided a long-time private equity client facing an SEC examination ahead of a critical fundraising round, allowing the firm to complete the examination favorably and without delay
• Defended dually registered investment adviser and broker-dealer and its senior management during an SEC investigation into alleged conflicts of interest, negotiating a positive resolution for the clients that did not involve an action against the owner or individual executives
• Defended a broker-dealer firm in an SEC insider trading matter closed without charges
• Represented an investment adviser and its founder in an investigation of sales of securities that later were determined to be the product of an alleged fraudulent scheme, negotiating a settlement that reduced the charges, avoided a bar sought by the SEC, and lowered monetary relief
• Represented a securities dealer that resold certain market-linked securities and other complex financial products, persuading the SEC to close its investigation without any action and limited investigative costs
• Counseled a private real estate investment fund and its CEO in an SEC investigation into an alleged $119 million offering fraud
• Represented a private real estate fund and its principal in an SEC investigation into alleged registration and accreditation lapses, resulting in a limited settlement involving regulatory violations
• Defended a registered investment adviser in an SEC investigation of performance advertising, obtaining a corporate settlement without individual liability
• Represented a registered investment adviser in an SEC investigation of self-reported misappropriation and review of share class selection disclosures, avoiding action against the firm or its personnel
• Counseled a hedge fund and its principals in response to an SEC examination deficiency letter concerning registration issues and conflicts of interest, resulting in no referral of the deficiencies

Audit firms and engagement teams

• In a leading-edge SEC action, counseled an audit firm and engagement team members who were engaged by one of the largest cryptocurrency trading platforms in the country, successfully positioning the audit firm as a third-party witness following subpoenas for documents and testimony
• Defended the engagement team of a national audit firm that faced SEC concerns related to the independence of an audit, resulting in no action against the firm or its personnel

High-profile internal investigations and crisis management

• Advised the special committee of a national utility holding company during high-profile internal and government investigations arising from an alleged bribery scheme involving the largest regulated utility in Illinois, enabling the holding company to avoid criminal charges
• Led a large-scale internal investigation into foreign exchange issues at a public healthcare company allegedly involving over $580 million in accounting errors, employing an effective cooperation strategy to secure a favorable SEC settlement with reduced charges and penalties
• Led a complex audit committee investigation involving non-generally accepted accounting principles (GAAP) metrics and revenue recognition issues for a Fortune 500 cybersecurity software company, quickly conducting a large-scale investigation to allow the company to complete its filings and navigate an SEC investigation and litigation
• Representing a former special committee member of a secondary market insurance company that faced significant regulatory scrutiny and litigation associated with complex investments in an affiliated company
• Conducted an expedited internal investigation of a foreign private issuer at the request of the audit committee, enabling the company to meet filing deadlines and avoid disruption
• Represented an engagement team of a national audit firm facing an internal inquiry and Public Company Accounting Oversight Board (PCAOB) investigation into auditor independence, avoiding any PCAOB action
• Conducted an internal investigation into market regulation oversight issues for options and future exchange, successfully resolving whistleblower claims without significant disruption of the business
• Led an audit committee investigation into financial reporting and accounting concerns for an industrial company driven by whistleblower claims, helping the company to meet its reporting deadlines
• Assisted a publicly traded resort company responding to an SEC request directed at the alleged insider trading of employees of an acquired company, culminating in a settled action that did not charge or implicate the public company

Securities class actions and shareholder litigation defense

• Defended the former chief legal officer of a major utility in parallel SEC, DOJ, state, and shareholder actions, securing dismissal of key claims and resolution without criminal or regulatory charges
• Representing former officers and directors of nationally recognized utility and its holding company in shareholder derivative and class action litigation arising from large-scale wildfires, navigating claims asserting damages exceeding $30 billion, a difficult political context and legal environment, and complex bankruptcy proceedings
• Representing the former CEO of public healthcare software company in shareholder litigation and an SEC investigation arising from a restatement of revenue and revised non-GAAP metrics
• Obtained dismissal of a federal lawsuit against a national individual retirement account (IRA) custodian accused of aiding a third-party adviser’s asset misappropriation

Selected SEC actions

• Worked with the Municipal Securities and Public Pensions Unit to bring charges against the state of Illinois for misleading municipal bond investors about the state’s approach to funding its pension obligations*
• Brought action against a Chicago-area alternative energy company, its former CEO, and its CFO for accounting and disclosure violations that prevented investors from knowing that reduced business from two significant customers had caused impairment of the company’s long-term financial prospects*
• Worked alongside accountants and another investigative team to bring charges against a national audit firm and two of its partners for ignoring red flags and fraud risks while conducting deficient audits of two publicly traded companies that faced SEC enforcement actions for improper accounting and other violations*
• Led an SEC investigation resulting in fraud charges in a $78 million international pump-and-dump scheme, assisting in related litigation
• Investigated a matter resulting in charges against a Chicago-area company, its two co-founders, and its former chief operating officer for selling more than nine billion shares of penny stocks through purported stock-based loans, block trades and other transactions without registering with the SEC as a broker-dealer*
• Conducted an investigation that resulted in charges against a purported biofuel company in Chicago and a dozen individuals in a pump-and-dump scheme that generated $4.4 million in illicit profits, participating in litigation against non-settling defendants and Rule 102(e) proceeding against attorney who was active in the penny stock market*

*Matter handled prior to joining McDermott Will & Schulte

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Courts/Agencies
US District Court for the Northern District of Illinois
US District Court for the Eastern District of Wisconsin

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