Frederick L. Block

Fred has a deep background in investigations and litigation involving securities law violations. Prior to joining Morgan Lewis, he was at the SEC’s Enforcement Division as a supervisory trial counsel in the Home Office Trial Unit. There he managed a team of trial attorneys while overseeing numerous matters related to unregistered offerings, insider trading, market manipulation and antifraud violations involving issuers, broker dealers, and investment advisers. In his role, Fred first-chaired trials and administrative proceedings for the SEC and handled all aspects of litigation brought by the SEC, including discovery, experts, evidentiary hearings, and dispositive motions. Fred regularly advised the SEC’s director of enforcement and SEC commissioners on litigation risk and strategy.

Prior to joining the SEC, Fred was a partner at another major law firm, where he represented clients in complex commercial litigation in courts throughout the country. 

Public Companies

• Public company counseling and internal investigations on issues regarding insider trading, Regulation Fair Disclosure, governance, perquisites, internal controls and financial reporting
• Representing the former controller of a public company who has been sued by the SEC for an alleged fraudulent journal entry; case is in discovery  
• Representing a public company in a purported securities class action alleging “AI washing”; motion to dismiss is pending
• Represented former CFO of a public company in SEC investigation relating to the restatement of the company’s financial statements; SEC staff issued a Wells notice but after reviewing client’s Wells response closed the matter
• Represented a public company in a SEC/US Department of Justice investigation relating to allegations of “AI washing”; matter closed with no enforcement action
• Represented public company in SEC Foreign Corrupt Practices Act (FCPA) investigation; matter closed with no enforcement action
• Obtained the grant of summary judgment for Freddie Mac, which faced securities fraud claims arising out of the subprime credit crisis. Our firm previously secured the first district court decision in the nation to refuse to certify a class of shareholders of common stock in a New York Stock Exchange-traded company based on a plaintiff’s failure to establish that the stock traded in an efficient market. After several trips to the Sixth Circuit, the shareholder plaintiff was forced to proceed on its individual claims, hoping to revive class claims on appeal. In a 64-page decision that relies heavily on our briefing and forecloses all claims, the court held that the plaintiff failed to identify triable issues on any of almost three dozen allegedly false statements. The court granted summary judgment in favor of defendants on virtually every element of the plaintiff’s claims, including falsity, scienter, materiality, reliance, loss causation, and even damages. 

Financial Services Firms

• Representing a broker-dealer in SEC investigation relating to supervision of a former registered representative and issues dealing with Regulation S-P.
• Representing an investment adviser in SEC investigation relating to disclosure of conflicts of interest, marketing and custody rule.
• Represented broker-dealer in SEC enforcement proceeding related to Regulation Best Interest.
• Represented broker-dealer in FINRA enforcement proceeding related to Regulation Best Interest.
• Represented broker-dealer in internal investigation relating to a registered representative’s outside business activities.
• Represented broker-dealer in internal investigation relating to the company’s marketing practices
• Represented broker-dealer in FINRA investigation into company’s practices as a Qualified Independent Underwriter.
• Represented a broker-dealer in customer FINRA arbitration alleging misappropriation of customer’s assets.
• Represented dozens of senior executives of a financial services firm in connection with an SEC investigation concerning the use of off-channel communications, as well as recordkeeping and books-and-records obligations.