Charles J. Clark - Partner

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Charles J. Clark

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Washington, D.C.
Phone: +1 202-879-5064
Fax: +1 202-654-9479
New York
Phone: +1 212-446-4858
Fax: +1 212-446-4900
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Professional Profile

Charles Clark represents public companies, financial institutions, broker-dealers and accounting firms, and their senior executives, in securities-related enforcement proceedings before the U.S. Securities and Exchange Commission (SEC), the U.S. Department of Justice (DOJ), the Financial Industry Regulation Authority (FINRA), the Consumer Financial Protection Bureau (CFPB) and other federal and state law enforcement and regulatory authorities. In particular, Charles counsels hedge funds, private equity firms, venture capital funds and other asset managers through regulatory scrutiny, including consulting on routine and risk-based inspections and examinations.

Charles has defended investigations involving a broad spectrum of potentially unlawful conduct, including accounting and disclosure fraud, insider trading, foreign corruption, offering fraud, market manipulation, breach of fiduciary duty and conflicts of interest. In addition, Charles represents boards of directors and associated committees in internal investigations, and provides guidance on corporate governance and trading practices for public companies and private funds.


Prior Experience

In his nine years at the SEC, Charles served as Senior Counsel, Branch Chief, and Assistant Director in the Division of Enforcement and supervised the investigation and prosecution of some of the SEC's most significant matters. Upon being named Assistant Director in the fall of 2001, Charles exercised direct supervisory authority over the SEC's investigation into Enron Corp.

Charles joined Kirkland from Capital One Financial Corporation, where he served as managing vice president and chief counsel of litigation from 2004 to 2008. His extensive experience in the SEC's Division of Enforcement and his in-house tenure leading the litigation group at Capital One give Charles a unique perspective on the disclosure and governance challenges facing publicly-traded companies, financial institutions and other regulated entities.


Seminars

Charles is a frequent speaker and panelist, whose speaking engagements include appearances at the Practising Law Institute, the American Conference Institute, Corporate Executive Board and Chief Executive Magazine. Charles also serves as a resource for numerous media publications, including the Bloomberg News, Financial Times, The Wall Street Journal, The Washington Post, USA Today and The National Law Journal.


Representative Matters

Financial Institutions/Executives

  • Representing a leading online broker/dealer and its chief compliance officer in an SEC investigation into violations of Regulation SHO arising from alleged naked short-selling and allegations of operating an unregistered dealer

  • Representing a senior finance executive of a leading bank in a SEC and New York Attorney General's Office investigation into potential accounting violations arising from certain repurchase transactions

  • Representing the portfolio manager of a leading fixed-income asset manager in an SEC investigation into sales practices relating to asset-backed and synthetic collateralized debt obligations (CDO) and associated credit default swaps (CDS)

  • Representing service providers to the financial services industry in examinations being conducted by the Consumer Financial Protection Bureau (CFPB)

  • Representing a fixed-income sales executive for a leading investment bank in an SEC investigation into sales practices relating to structured finance vehicle

  • Representing the chief financial officer of a leading family of money market funds in an investigation being conducted by the SEC and other regulators into the fund's "net asset value" following the Lehman Brothers' bankruptcy

  • Representing the Chief Compliance Officer of a broker-dealer in a state regulatory investigation into allegations of unauthorized trading, unsuitability and churning

  • Representing a managing director of a leading investment bank in a FINRA investigation into possible insider trading arising from a corporate takeover

Hedge Funds

  • Representing a leading investment adviser and its associated hedge funds in an SEC investigation into potentially unlawful securities trading by certain of the funds' investors

  • Representing certain investment advisers and their associated private funds in separate investigations by the Brazilian equivalent of the SEC into potential trading and disclosure violations

  • Representing a hedge fund in an investigation by Canadian securities regulators into possible market manipulation and disclosure violations

  • Representing the chief operating officer of a leading activist hedge fund in an SEC investigation into potential breach of fiduciary duty and conflicts of interest

  • Representing a family of private funds and its senior executives in an SEC investigation into potential breach of fiduciary duty and disclosure fraud

  • Representing a hedge fund in an SEC investigation into possible violations of Rule 105 of Regulation M arising from short sales in advance of participation in a shelf offering

  • Representing a former principal of a hedge fund in a joint DOJ and U.S. Commodity and Futures Trading Commission (CFTC) investigation into a commodities trading Ponzi scheme

Private Equity Funds

  • Representing a private equity fund in SEC and FINRA investigations into possible insider trading arising from the fund's acquisition of a publicly-traded company in a take-private transaction

  • Representing a private equity fund and its senior executives in an SEC investigation into potential breach of fiduciary duty, self-dealing and related party transactions

  • Representing a leading private equity investment firm in the SEC's "pay-to-play" investigation relating to certain pension funds

  • Representing a private equity fund and one of its portfolio companies in an SEC investigation into the possible sale of unregistered securities and associated disclosure violations

  • Representing a private equity fund in an SEC examination of this newly-registered investment adviser, in particular as it relates to certain expense items allocated to portfolio companies

  • Representing a private equity fund in an SEC examination focused on the allocation of certain expenses relating to fund portfolio companies

Public Companies

  • Representing a public company in an SEC investigation into potential accounting and disclosure violations arising from a restatement of its financial statements and public filings

  • Representing a public company in a joint SEC and DOJ investigation into possible disclosure violations arising from its hiring practices

  • Representing the former Audit Committee Chair of a public company based in China in an SEC investigation into possible accounting and disclosure fraud

  • Representing a public company in an SEC investigation into possible accounting and disclosure fraud and potential Regulation FD violations

  • Conducting an internal investigation on behalf of a public company in response to allegations of possible accounting fraud and management misconduct

  • Representing a public company in an SEC investigation into possible accounting and disclosure fraud associated with subscriber numbers

  • Representing a public company in an SEC investigation into possible misconduct related to the private offering of securities

  • Representing a public company in an SEC investigation into possible insider trading by a company employee in advance of a merger announcement

  • Representing a public company in an SEC investigation into accounting fraud and disclosure violations arising from a restatement of its public filings, and in a related NASDAQ de-listing procedure

  • Conducting an independent corporate governance review for a leading software manufacturer arising from an investigation into its options pricing practices

  • Conducting an internal control risk assessment on behalf of a public company pursuant to the Sarbanes-Oxley Act

Accounting Firms

  • Representing a leading accounting firm in an SEC investigation into potential accounting misconduct by one of its financial institution audit clients, and possible associated audit failures

  • Representing a leading accounting firm in an SEC and Public Company Accounting Oversight Board (PCAOB) investigation into accounting misconduct by one of its financial institution audit clients

  • Representing a leading accounting firm in an SEC investigation into accounting misconduct by one of its manufacturing industry audit clients

Various

  • Representing former government officials in Inspector General investigations into possible misconduct arising in the course of their federal employment

  • Representing various public companies, private funds and other financial institutions in responding to FINRA requests for information relating to market surveillance activities

  • Representing various other corporations and individuals in securities fraud investigations, including insider-trading, foreign corruption, options back-dating and possible market manipulation


Other Distinctions

  • U.S. Securities and Exchange Commission: Chairman's Award (December 2003) Awarded to Charles and to the team of professionals under his supervision responsible for the Enron investigation.

  • U.S. Securities and Exchange Commission: Paul R. Carey Award (December 2002) Honoring the late Commissioner Paul R. Carey, awarded to Charles personally for exceptional commitment to the Enron investigation and related subsequent enforcement proceedings.

  • U.S. Securities and Exchange Commission: Law and Policy Award (December 2001) Awarded to the September 11th Terrorist Attack Trading Investigation Team, of which Charles was a part.

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