Covington & Burling LLP | Biographies

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, mortgage-backed securities and insider trading. He also represents broker-dealers, investment advisers and their employees in investigations by the SEC and FINRA. Finally, he represents issuers, underwriters and public officials 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).
Represents the former Chief Investment Officer of Fixed Income for Charles Schwab Investment Management in a federal court lawsuit by the SEC involving alleged misrepresentations relating to the risk profile of Schwab’s ultra short term bond fund, the YieldPlus Fund, and an alleged improper change to the Fund’s investment policies relating to the Fund's investments in mortgage-backed securities.
Represents the former CEO of IndyMac Bancorp in various private securities class actions alleging securities fraud under the federal securities laws as well as an SEC lawsuit alleging securities fraud.
Represented a law firm corporate associate in an insider trading investigation by the SEC. The SEC closed the matter without taking any enforcement action.
Represented numerous public companies in SEC investigations, including SunOpta, Inc. and Gateway, Inc.
Represented many brokerage firms in FINRA (formerly NASD) investigations, including Charles Schwab, Crocker Securities, 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.
Represented the chair of an audit committee of a public company in an SEC investigation of alleged fraudulent revenue recognition.

Previous Experience

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

Honors and Rankings

Best Lawyers in America, Lawyer of the Year, Corporate Compliance, San Francisco (2012)
Best Lawyers in America, Corporate Compliance (2007-2012); Litigation - Securities (2012)
Northern California Super Lawyers, Securities Litigation (2011)
San Francisco Business Times, Best Lawyers in the Bay Area (2009)
San Francisco Magazine, named one of the top securities litigators in the Bay Area (2004-2008)
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.