David B. Bayless

David Bayless is a partner in the firm's San Francisco office.  His practice focuses on SEC enforcement work, internal investigations, and private securities class action litigation.  He represents public companies, their directors and senior management.  He has extensive experience in SEC investigations involving financial reporting and accounting fraud allegations, stock option backdating and insider trading.  He also represents public accounting firms and their partners.  He represents broker-dealers, and investment advisers and their employees in enforcement actions by the SEC and FINRA.  Finally, he represents issuers, underwriters and counsel in municipal securities investigations by the SEC. 

Mr. Bayless was the head of the Securities and Exchange Commission’s San Francisco office from 1994 to 1999, during which time he was responsible for all enforcement and regulatory matters within that office’s multi-state jurisdiction.
 

Representative Matters

• Mr. Bayless has successfully litigated against the SEC.  In SEC v. Gane, et al., Case No. 03-61553, the SEC accused a former CEO of a public company of securities fraud based on alleged material omissions and misrepresentations.  Mr. Bayless tried the case in federal court in Miami, Florida, and defeated the SEC after a six- day trial, resulting in a defense ruling from the bench.  See SEC v. Gane, et al., 2005 WL 90154 (S.D. Fla. 2005).
• Represented numerous public companies in SEC investigations, including Gateway, Inc., Endocare, Inc., and Netease.com, Inc.
• Represented many brokerage firms in NASD investigations, including W.R. Hambrecht & Co., The Shemano Group, IBIS Securities and Redwood Securities.
• Represented a public official in an SEC investigation of alleged securities fraud in municipal bond offerings by the City of San Diego.

Previous Experience

• Securities and Exchange Commission, San Francisco District Office, District Administrator (1994-1999)

Honors and Rankings

• Best Lawyers in America, Corporate Governance and Compliance Law (2007-2009)
• Northern California Super Lawyers, Securities Litigation (2007)
• San Francisco Magazine, named one of the top securities litigators in the Bay Area (2004-2007)
• Mr. Bayless was selected to be the Independent Consultant pursuant to the SEC’s Order In the Matter of Morgan Stanley DW Inc. (Administrative Proceeding No. 3 — 11335, November 17, 2003).
• Mr. Bayless was retained as an expert witness in Mahonia Limited, J.P. Morgan Chase v. WestLB AG in The High Court of Justice, Queen’s Bench Division, Commercial Court, in London, England, on the subjects of United States securities laws and SEC enforcement actions in a lawsuit related to certain transactions involving J.P. Morgan Chase and Enron.
  

Memberships and Affiliations

• Securities Litigation Committee of the American Bar Association, Member
• Federal Securities Regulation Section of the American Bar Association, Member
• San Francisco Bar Association, Securities Litigation Section, Member
  

Publications and Speeches

• Regular panelist on SEC enforcement matters including Practicing Law Institute, Northwestern Securities Institute at Coronado, the SEC Institute, ALI-ABA, and the Securities Industry Association.
• Mr. Bayless is quoted in "The Regulator Rundown," Inside Counsel June 2007 cover story, which offers an overview of the enforcement trends at many federal regulatory agencies, including the SEC.

• "Subprime Time," GC California (May 2008), Author
• "Insider Trading Returns," GC California (January/February 2008), Co-Author
• "The Hammer Goes In-House," ABA Journal (January 2008), Author