Paul M.G. Helms

Overview

Paul Helms helps clients navigate their most serious securities and fraud-related challenges, acting as both a trusted counselor and steady advocate. A former senior attorney at the Securities and Exchange Commission (SEC), where he served as counsel to the Director of Enforcement, Paul draws on his government experience to defend clients in SEC enforcement matters, internal investigations, and private securities litigation.

As the co-lead of McDermott Will & Schulte’s SEC enforcement practice, Paul represents public companies, investment advisers, accounting firms, and corporate leaders nationwide. He knows that investigations and lawsuits are not just legal matters – they can be personally and professionally disruptive. Paul’s approach centers on clear communication, practical strategy, and securing the best possible outcome while minimizing the impact on clients’ lives and businesses.

Results

High-stakes SEC investigations

Executives and directors

Defended the former CFO of a global engineering and construction public company in connection with parallel US Department of Justice (DOJ) and SEC investigations into percentage-of-completion accounting associated with multi-year construction projects and $714 million in accounting charges, avoiding an enforcement action threatened against the executive
Defended the chief medical officer of a biopharmaceutical company in an SEC insider trading investigation related to $20 million in stock sales prior to an announcement suggesting that a drug trial would fail to meet original expectations, obtaining a declination after a threatened action
Successfully guided three former senior finance executives – two CFOs and a chief administrative officer – of a publicly traded company through an extended SEC investigation into revenue recognition and warranty accounting concerns, culminating in the agency’s decision not to pursue enforcement action

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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