Nick Morgan practices complex securities litigation in state and federal courts with special emphasis in representing issuers, officers and directors, investment funds, analysts, and brokers in connection with Securities and Exchange Commission and Financial Industry Regulatory Authority investigations, litigation, and arbitration. Mr. Morgan also advises clients in non-litigation settings, such as counseling public companies, funds and broker-dealer firms in securities compliance and corporate governance issues, conducting internal investigations and assisting in regulatory examinations by the SEC's Division of Corporation Finance and Office of Compliance Inspections and Examinations.

For more than seven years, from 1998 to 2005, Mr. Morgan prosecuted securities fraud in the SEC’s Enforcement Division, rising from staff attorney to branch chief to senior trial counsel. Additionally, Mr. Morgan served as a Special Assistant US Attorney for the Southern District of California, obtaining indictments against the principals of a $330 million subprime mortgage lending scheme.

While at the SEC, Mr. Morgan was lead counsel on a wide variety of litigated matters including prosecution of insider trading, investment adviser fraud, revenue recognition fraud, broker/dealer fraud, mutual fund market timing, and market manipulation. He was also lead trial counsel in a multi-week jury trial in the Southern District of California in which he obtained verdicts against the former CEO and CFO of a publicly traded company for violation of the antifraud provisions of the federal securities laws.

According to reports of a study conducted from 2006 to 2010 of former senior SEC officials who appeared against the SEC on behalf of clients, "Nicolas Morgan of DLA Piper [is] one of the busiest." Indeed, since leaving the SEC, Mr. Morgan is one of the few attorneys who has prevailed at trial against an insider trading claim brought by the SEC.

Mr. Morgan writes and speaks on SEC enforcement and securities litigation issues and has served as a faculty member, speaker, and panelist at conferences on corporate compliance and securities regulation. 

Reported Cases

• SEC v. PIMCO Advisors Fund Mgmt. LLC, et al., 341 F. Supp. 2d 454 (S.D.N.Y. 2005)
• SEC v. Treadway, et al., 354 F. Supp. 2d 311 (S.D.N.Y. 2005)
• SEC v. Treadway, 2005 US Dist. LEXIS 15167 (S.D.N.Y. July 26, 2005)

Representative Engagements

• Represented the audit committee of a global biotechnology company in an internal investigation and SEC inquiry involving a purported revenue recognition whistleblower. The SEC terminated its investigation without taking any enforcement action.
• Represented a biopharmaceutical company in an SEC insider trading and Regulation FD investigation. The government terminated its investigation without taking any enforcement action.
• Represented the CEO of a Fortune 200 information technology services company in investigations by the audit committee, the SEC and the Department of Justice as well as in private civil litigation concerning options granting processes. The government terminated its investigations without taking any enforcement action.
• Advised a mutual fund company in an SEC "industry sweep" examination concerning compensation paid to the fund company's portfolio administrator and related disclosure obligations.
• Represented a financial analyst company in an SEC investigation of purported false rumors, front-running and naked short selling, and insider trading allegations. After taking dozens of investigative testimonies and receiving hundreds of thousands of documents, the SEC terminated its investigation without taking any enforcement action.
• Represented an international foreign currency trading platform company in response to an emergency multi-million-dollar court action and application for a temporary restraining order concerning trade execution issues. The court denied the plaintiff's application for a TRO, and the plaintiff withdrew its complaint within two weeks of filing, resulting in a complete victory for the client.
• Represented an international broker-dealer firm in a FINRA arbitration involving claims in excess of $1 million concerning the execution of a sophisticated trading strategy involving matched put and call options. Following opening statements, the claimant accepted a previously rejected settlement offer for a small percentage of the claim amount.
• Represented a hedge fund adviser in an SEC investigation regarding purported insider trading and violations of the registration and anti-fraud provisions of the federal securities laws in connection with private investments in public equity (PIPEs). The SEC terminated its investigation without taking any enforcement action.