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David Bayless is a partner in the firm's San Francisco office. He is co-chair of Covington’s Securities & Commercial Litigation practice group as well as co-chair of its Securities Enforcement practice group. He is an experienced trial lawyer having litigated to verdict cases in federal, state and administrative forums.
Mr. Bayless’ 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 federal court lawsuits and SEC investigations involving financial reporting and accounting fraud, the Foreign Corrupt Practices Act, whistleblower complaints, stock option backdating, mortgage-backed securities and insider trading. He also represents broker-dealers, investment advisers, mutual funds and their employees in investigations by the SEC and FINRA. Finally, he represents issuers, underwriters and public officials in SEC municipal securities investigations.
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 class action federal court lawsuit and a separate SEC investigation and litigation involving alleged misrepresentations about the nature and risks of Schwab’s ultra short term bond fund, the YieldPlus Fund, relating to the Fund's investments in mortgage-backed securities.
- Represented the former CEO of IndyMac Bancorp in several private securities fraud class actions as well as an SEC lawsuit alleging securities fraud.
- Represented two companies in Dodd-Frank whistleblower situations. Both were resolved with the SEC taking no action.
- Represented a law firm corporate associate in an insider trading investigation by the SEC. The SEC closed the matter without taking any enforcement action.
Previous Experience
- Securities and Exchange Commission, San Francisco District Office, District Administrator (1994-1999)
Honors and Rankings
- Chambers USA - America's Leading Business Lawyers, Litigation - General Commercial (2012-2013)
- Best Lawyers in America, Lawyer of the Year, Corporate Compliance, San Francisco (2012)
- Best Lawyers in America, Corporate Compliance (2007-2013); Litigation - Securities (2012-2013)
- Legal 500 US, Litigation - Securities: Shareholder Litigation and White-Collar Criminal Defense (2013)
- Northern California Super Lawyers, Securities Litigation (2004-2013)
- 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.
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
- Federal Bar Association, Northern District of California Chapter
Publications and Speeches
- "Key Issues Facing Board of Directors: New SEC Enforcement Initiatives and Corporate Governance Risks," Directors Roundtable (12/11/2012)
- "Conducting an Internal Investigation Without Making Yourself a Target” Attorneys' Liability Assurance Society Panel (9/11/2012)
- "Q&A With Covington's David Bayless," Law360 (8/17/2012)
- "Investigations in the Whistleblower Age: Strategies and Ethical Pitfalls," Covington & Burling Silicon Valley Innovation & Law Conference (1/10/2012)
- "Securities Roundtable," California Lawyer (August 2011)
- "Securities Roundtable," California Lawyer (February 2011)
- "Securities Roundtable," California Lawyer (September 2010)
- "Securities Litigation Roundtable," California Lawyer (February 2010)
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