Paul M.G. Helms

Overview

A former Securities and Exchange Commission (SEC) enforcement attorney and counsel to the Director of Enforcement, and the co-lead of McDermott’s SEC enforcement practice, Paul Helms defends clients facing high-stakes SEC investigations, complex internal investigations, and securities litigation nationwide. He regularly counsels public companies, investment advisers and international accounting firms, as well as their executives and directors. He understands the business and personal challenges that come with any SEC or government investigation and has secured positive outcomes for multiple clients confronting those risks.

Results

Large-Scale SEC Investigations and Securities Litigation

Advised the board and special committee of a national utility holding company during internal and government investigations arising from an alleged bribery scheme involving the largest regulated utility in Illinois, one of the highest-profile white collar and regulatory matters in Chicago and Illinois, enabling the holding company to avoid criminal charges
Represents the former chief legal officer of one of the nation’s largest investor-owned electric systems in US Attorney’s Office, SEC and internal investigations, shareholder derivative actions and securities class actions arising from allegations that the utility bribed state officials for favorable legislation and regulatory treatment in the most significant alleged public corruption scheme in the history of Ohio. In the private litigation, secured a settlement that fully indemnified and released the client and dismissed of primary fraud claim
Conducted a large-scale, high-profile internal investigation into foreign exchange transactions at a public healthcare product company, which allegedly affected reported net income and retained earnings by approximately $582 million. Required analysis of complex transactions between foreign subsidiaries and sophisticated Generally Accepted Accounting Principles (GAAP) and disclosure concepts. Achieved a favorable settlement for the client that was cited as one of the SEC’s most significant examples of effective cooperation

Represents former officers and directors of nationally recognized utility and its holding company in derivative and class action litigation arising from large-scale wildfires. With alleged damages exceeding $30 billion, our national team defends this case in a difficult political context and legal environment, alongside complex bankruptcy proceedings and insurance arbitration
Managed a large-scale audit committee investigation involving non-GAAP metrics and revenue recognition issues for a Fortune 500 cybersecurity software company. Quickly conducted a large-scale investigation to allow the company to complete its filings and navigate an SEC investigation and litigation
Represented the former chief financial officer (CFO) of a global engineering and construction firm in connection with parallel US Department of Justice and SEC investigations into percentage-of-completion accounting associated with multiyear construction projects and $714 million in accounting charges. The investigations concluded without any action against the client
Represented the former CEO of a hybrid electric vehicle company, which merged with a special purpose acquisition company (SPAC), in an SEC investigation and related civil litigation. The SEC investigation concluded without any action against the client. Successfully navigated related securities litigation, convincing one shareholder plaintiff’s firm to dismiss the action voluntarily
Represented the former CEO of a hydrogen fuel cell electric vehicle company in a SPAC-related SEC investigation and related civil litigation. Negotiated a resolution that carried no charges and only a modest clawback of incentive compensation
In a leading-edge SEC action, represents an audit firm and engagement team members who were engaged by one of the largest cryptocurrency trading platforms in the country

SEC Investigations and Examinations

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
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 the examination results
Assisted a publicly traded mountain resort company responding to an SEC request directed at the conduct of employees of an acquired company, culminating in a settled action that did not charge or implicate the public company
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
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 reduced monetary sanctions
Represents the former chief loan officer of a private debt fund and an SEC-registered investment adviser that provided domestic, import and export trade finance products in an SEC investigation
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 individuals
Represented an engagement team of a national audit firm facing a Public Company Accounting Oversight Board (PCAOB) and internal inquiry into auditor independence, closed without action
Defended a broker-dealer in an SEC insider trading matter closed without charges
Represented an investment adviser and its founder in an investigation of sales of securities that subsequently were the subject of an alleged fraudulent scheme, negotiating a settlement that avoided a bar sought by the SEC
Defended the former financial officer of a subsidiary investigated by the SEC for alleged accounting fraud, avoiding criminal charges arising from a parallel criminal investigation
Represented a securities dealer that resold certain market-linked securities, persuading the SEC to close its investigation without any action
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 an investment adviser in an SEC investigation of performance advertising, obtaining a corporate settlement without individual liability
Represented an 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
Conducted an internal investigation into market regulation oversight issues for options and future exchange
Conducted an audit committee investigation into financial reporting and accounting concerns for an industrial company, helping the company to meet its reporting deadlines

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 substantial declines in 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*
Conducted an investigation that resulted in fraud charges against several alleged perpetrators behind a $78 million international pump-and-dump scheme involving the stock of Jammin’ Java, a company that operated as Marley Coffee and used trademarks of late reggae artist Bob Marley to sell coffee products. Assisted with 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. Participated in litigation against non-settling defendants and Rule 102(e) proceeding against attorney who was active in the penny stock market*

* Matters handled prior to joining McDermott.

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