Mary P. Hansen represents clients in connection with investigations and litigation involving the U.S. Securities and Exchange Commission (SEC), the Commodity Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), the National Futures Association (NFA) and the Department of Justice (DOJ). She also assists clients with internal investigations and compliance and prevention strategies. These clients include public and private companies, officers, directors and other employees, investment advisers, broker-dealers, registered representatives, mutual funds, hedge funds, private equity funds and independent trustees of mutual fund boards. Prior to joining the firm, Mary spent eight years in the Securities and Exchange Commission’s Division of Enforcement. As an Assistant Director in the Division, Mary was responsible for supervising investigations and litigations conducted by attorneys and accountants in the Division’s Market Abuse and Municipal Securities and Public Pensions Units.
During her tenure at the Commission, Mary conducted and supervised complex investigations and litigations involving a range of violations, including insider trading, broker-dealer fraud, investment adviser fraud, offering fraud, Ponzi schemes, market manipulation, municipal securities fraud and Foreign Corrupt Practices Act violations.
Prior to joining the SEC in 2004, Mary worked as a litigation associate at New York and Philadelphia law firms where she represented corporate and individual clients in connection with regulatory and criminal investigations as well as civil commercial disputes. After law school, she clerked for the Honorable Raymond J. Dearie, U.S. District Court for the Eastern District of New York. Prior to law school, Mary worked at a large, multi-national broker-dealer in various audit and compliance roles. As a securities industry professional, Mary passed the Series, 3, 5, 7, 8, 15, and 65 Examinations.
Mary maintains the SECurities Law Perspectives blog, which provides reports, discussions and analyses on noteworthy trends in SEC enforcement and regulatory activity. Her insights and perspectives on SEC developments are based on her knowledge and familiarity with the industry and the federal securities laws combined with her understanding and knowledge of the internal workings of the SEC.
In addition to the blog, Mary is a frequent speaker on issues such as internal investigations, insider trading, the SEC’s Whistleblower Program, the Foreign Corrupt Practices Act, and regulatory issues facing investment advisers and broker-dealers.
Mary has counseled investment adviser and broker-dealer clients in numerous SEC and related parallel DOJ investigations. Her recent engagements include:
- Representation of investment advisers to pooled investment vehicles, including hedge funds and private equity funds, and associated individuals in connection with SEC insider trading investigations.
- Representation of registered investment advisers in connection with “Pay-to-Play” investigations being conducted by the SEC.
- Representation of a registered investment adviser to a family of mutual funds with respect to a “distribution in guise” investigation conducted by the SEC’s Asset Management Unit. Obtained a termination letter from the SEC.
- Representation of a “Robo” adviser with respect to an SEC investigation regarding potential misrepresentations and omissions to clients and investors. Obtained a termination letter from the SEC.
- Representation of registered investment advisers in connection with third-party subpoenas issued in a civil investigation by the U.S. Attorney’s Office for the Southern District of New York and an SEC investigation involving foreign currency trading.
- Representation of a registered investment adviser in connection with an investigation by the SEC involving the calculation of management fees and expenses.
- Representation of former general counsel of publicly traded real estate investment trust in SEC investigation regarding various disclosure issues.
- Representation of a registered investment adviser in connection with “Pay-to-Play” investigation being conducted by the U.S. Attorney’s Office for the Middle District of Pennsylvania involving payments to several PA Treasurers.
- Representation of an individual in insider trading investigation by the SEC and DOJ involving several layers of tipping. Obtained a declination letter from DOJ.
Mary represents individuals and companies in CFTC and NFA investigations, including:
- Representation of U.S.-based and U.K.-based individuals and registered investment advisers in connection with NFA and CFTC investigations.
- Representation of a former trader charged in a market manipulation action filed by the CFTC.
- Representation of an individual in connection with a CFTC investigation focused on foreign currency trading in a pooled investment vehicle.
- Representation of registered representatives in connection with FINRA investigations involving issues such as selling-away, potential conflicts of issues, and non-reporting of felony convictions.
Mary frequently represents companies in SEC investigations involving accounting and financial fraud, registration issues, and internal controls and books and records violations. Her experience includes:
- Representation of former CFO of a public company in connection with an SEC investigation focused on revenue recognition related to sales of software, hardware, and professional services.
- Representation of a public company in an SEC investigation focused on accounting for, and disclosure of, certain intercompany accounts receivable. Obtained a termination letter from the SEC.
- Representation of a former CEO of a microcap public company in connection with SEC and DOJ investigations regarding the manipulation of the company’s stock as well as misleading and false statements in public filings.
- Representation of a former CEO of a public company in connection with an SEC investigation involving potential misrepresentations and omissions in public filings, press releases and earnings calls.
- Representation of a bank officer in connection with an SEC investigation involving its accounting and internal controls relating to loan loss reserves for commercial loans, its public disclosures regarding loan loss reserves.
- Representation of a former CEO of a public issuer domiciled in Greece in market manipulation actions charged by the SEC and the U.S. Attorney’s Office for the Eastern District of Pennsylvania.
- Representation of securities lawyer specializing in providing services to microcap companies in connection with investigations by the SEC and DOJ. DOJ did not take any action.
Mary counsels clients, including financial services companies, in connection with SEC investigations of securities offerings and disclosures, among other issues. Her representative experience includes:
- Representation of a Nevada-based trust company being investigated by the SEC in connection with certain private offerings of securities.
- Representation of a third-party service provider to hedge funds and private equity funds in connection with an SEC investigation regarding a registered investment adviser’s disclosure of fees. Resulted in no action being taken against the service provider.
- Representation of a commercial lender in connection with an SEC investigation regarding the offer and sale of promissory notes and related disclosures regarding the use of sales proceeds.
- Representation of a sponsor of an EB-5 Visa program in connection with an SEC investigation focused on disclosures to investors and potential investors. Obtained a termination letter from the SEC.
Mary’s practice also includes assisting companies with internal investigations and related reporting. Her experience includes:
- Conducted, on behalf of a pharmaceutical company, an internal investigation involving potential unlawful insider trading by a senior executive as well as potential whistleblower and retaliation claims.
- Conducted, on behalf of a pharmaceutical company, an internal investigation involving allegations of wrongful termination based on certain conflicts of interest.
- Representation of a major public university in an ongoing internal investigation involving allegations of sexual misconduct by a professor.
Mary regularly assists clients in addressing compliance issues, from policy assessment and implementation to responding to investigative notices. Her experience includes:
- Counsel registered investment advisers in connection with SEC regulatory examinations regarding appropriate strategies to avoid significant deficiencies and enforcement referrals.
- Counsel clients in assessing and revising policies, procedures, processes, and controls in connection with the complex and often overlapping regulatory requirements under which registered investment advisers and broker-dealers operate.
- Counsel clients with respect to FCPA compliance, including policies and procedures. Advise boards of directors of registered investment companies with regard to SEC issues.
- Counsel insurance companies in connection with responding to NYDFS Section 308 investigative notices seeking to confirm compliance with OFAC sanction rules.
During her time at the SEC, Mary handled numerous investigations involving securities fraud, insider trading, FCPA violations, Ponzi schemes, and market manipulation schemes. Her experience includes:
- Led investigations involving best execution violations involving the execution of riskless principal transactions that resulted in several major broker-dealers settling with the SEC.
- Led an investigation involving undisclosed markups and markdowns on an international broker-dealers retail trading desk which resulted in civil and criminal charges being filed against three traders.
- Led an investigation that resulted in the SEC charging the State of New Jersey with securities fraud based upon misrepresentations and omissions in the State’s pension funding obligations for its two largest pension funds in connection with billions of dollars on municipal bond offerings.
- Conducted and led multiple insider trading investigations that led to significant filings by the SEC and parallel criminal charges.
- Conducted and led investigations involving Foreign Corrupt Practices Act violations that resulted in the filing of civil and criminal charges.
- Conducted and led numerous investigations involving offering frauds and Ponzi schemes which resulted in the filing of civil and criminal charges.
- Conducted and led several investigations involving organized market manipulation schemes by multiple individuals and entities located throughout the world which resulted in the filing of civil and criminal charges.
- New Jersey
- New York
- St. John's University School of Law, J.D., magna cum laude
- University at Albany, State University of New York, B.A., Economics
- U.S. District Court, District of New Jersey
- U.S. District Court, Eastern District of New York
- U.S. District Court, Southern District of New York
- U.S. District Court, Eastern District of Pennsylvania