Covington & Burling LLP operates as a limited liability partnership worldwide, with the practice in England and Wales conducted by an affiliated
limited liability multinational partnership, Covington & Burling LLP, which is formed under the laws of the State of Delaware in the United States
and authorized and regulated by the Solicitors Regulation Authority with registration number 77071..
Gerald Hodgkins has a broad securities enforcement practice focused on representing financial institutions, public companies and individuals in investigations and enforcement actions brought by the key financial regulators. A former Associate Director in the U.S. Securities and Exchange Commission’s Division of Enforcement, Jerry has extensive experience in matters before the SEC, with particular focus on public company accounting and disclosure, broker-dealer and investment adviser regulation, and U.S. anti-corruption law. He also represents clients in matters before the Public Company Accounting Oversight Board (PCAOB), the Financial Industry Regulatory Authority (FINRA) and the U.S. Department of Justice.
Since joining Covington in 2018, Jerry has represented or advised more than fifty Fortune 500 companies in matters involving the U.S. securities laws, including five Fortune 10 and ten Fortune 50 companies.He also has represented or advised ten of the one hundred largest financial services firms in the U.S. as ranked by Fortune magazine.
During his 20-year tenure at the SEC, Jerry oversaw more than 100 enforcement matters, covering the entire breadth of the SEC’s law enforcement authority. In addition to matters involving financial services regulation and public company oversight, Jerry oversaw multiple investigations involving insider trading, the Foreign Corrupt Practices Act (FCPA), and municipal securities regulation. The enforcement actions he oversaw included the largest penalty in SEC history for issuer reporting and disclosure fraud (SEC v. WorldCom), the first, and still largest, settlement involving the clawback of executive compensation under Section 304 of the Sarbanes-Oxley Act of 2002 (SEC v. William W. McGuire, M.D.), and the final dispositions in the SEC’s actions against former Enron officers, including summary judgment obtained by the SEC against Jeffrey K. Skilling, former Enron president, COO and CEO.
In 2023, Jerry was elected to a second term on the steering committee of the Corporation, Finance and Securities Law Community of the DC Bar. He frequently speaks at conferences and continuing education programs and has authored several articles focused on SEC enforcement.
In his free time, Jerry is principal trumpet for the Maryland-based Symphony of the Potomac.
Lead counsel to Fortune 50 consumer products company in SEC investigation involving allegations of “green washing” in corporate disclosure.
Co-lead counsel to Fortune Global 500 financial services firm in SEC investigation involving allegations of undisclosed conflicts of interest by a subsidiary registered investment adviser.
Lead counsel to two Fortune Global 500 life sciences companies in four separate SEC investigations involving allegations of insider trading by employees or accounting and disclosure violations by business partners.
Co-lead counsel to Fortune 50 company in SEC investigation involving allegations of accounting fraud by separate drug manufacturer.
Counsel to Fortune 500 technology company in DOJ criminal export controls investigations, and lead counsel in related SEC investigation.
Lead counsel to U.S. life sciences company in SEC investigation involving allegations of corporate disclosure violations.
Lead counsel to U.S. commercial bank in SEC investigation involving allegations of misconduct in the municipal securities market.
Lead counsel to U.S. commercial bank in SEC investigation involving corporate financial disclosure.
Lead counsel to multinational technology company in SEC investigation involving allegations of corporate disclosure violations.
Counsel to Fortune 500 aerospace and defense firm in DOJ criminal and civil investigations involving government contracting.
Counsel to global telecommunications company in DOJ and SEC FCPA investigations.
Counsel to Canadian energy company in SEC FCPA investigation of related joint venture.
Individual Representations
Chief Accounting Officer of Fortune 500 energy company: Lead counsel to CAO in federal and state investigations involving allegations of bribery of state officials and related SEC disclosure violations.
CEO of Fortune 500 multi-national medical device company: Co-lead counsel to CEO in SEC investigation involving allegations of corporate disclosure violations.
CEO of global chemical company: Secured declination from the SEC after submitting “pre-Wells” white paper to the SEC staff in public company disclosure investigation.SEC action brought against the Company in 2022.
General Counsel of U.S. bank:Secured declination from the SEC after client received a Wells Notice in public company disclosure investigation.SEC action brought against the company in 2022.
Chairman of Fortune 500 engineering and construction company: Counsel to Chairman in SEC investigation involving allegations of accounting violations. The company and five former and current officers and employees were the subject of SEC enforcement actions in 2023.
Private equity CEO: Successfully petitioned the SEC in 2020 for removal of collateral industry bars imposed on client as part of an earlier settlement.
Representative U.S. Government Enforcement Declinations and Resolutions
Stanley Black & Decker: Secured a 2023 partial declination and no-penalty settlement from the SEC for issues relating to executive perquisites.
Fortune 500 technology company: Secured SEC declination in 2023 in matter involving $350 million settlement with DOJ’s Civil Division.
U.S. public accounting firm:Secured declination in 2023 from PCAOB after PCAOB staff made settlement demand to client in an investigation involving allegations of auditor independence violations.
Fortune 500 financial services firm: Represented firm in SEC investigation relating to corporate cybersecurity disclosure.Matter was closed in 2024 without enforcement action taken.
U.S. commercial bank:Represented bank in SEC investigation involving allegations of earnings management.Matter was closed in 2022 without enforcement action taken.
Fortune 500 technology company: Secured declination from the SEC in 2021 in two separate investigations after receiving a settlement demand letter from SEC staff and making a presentation directly to the SEC’s Enforcement Director.
Fortune 50 consumer products company: Represented company in an SEC investigation into its revenue recognition practices. Matter was closed in 2020 without enforcement action taken.
Fortune 50 consumer products and medical devices company: Represented company in an SEC investigation into accounting, financial disclosure and insider trading allegations. Matter was closed without enforcement action in 2020.
Municipal securities trader:Secured declination in 2020 in SEC investigation involving allegations of municipal securities “flipping”.
Fortune 500 technology company: Represented company in an SEC investigation into SEC disclosure relating to cyber breaches. Matter was closed without enforcement action in 2020.
Alexion Pharmaceuticals: Secured 2020 declination from DOJ and a favorable settlement from the SEC in a multi-country FCPA investigation.
Former executive of Diageo plc: Represented executive in an SEC investigation related to the company's revenue recognition practices. Diageo settlement announced in 2020 but no charges were brought against client.
Blockchain software developer: Secured favorable settlement with the SEC in 2020 for client who sold digital assets in an initial coin offering (“ICO”).
U.S. registered investment adviser: Secured settlement in 2019 on behalf of client as part of the SEC’s Share Class Selection Disclosure Initiative.
U.S. commercial lender:Secured negligence-based settlement with the SEC in 2019 on behalf of client following an investigation into alleged inaccuracies in lender’s disclosure to investors.
Fortune Global 500 life sciences firm:Secured declination from the DOJ in 2019 following FCPA investigations into alleged bribery in the Middle East. SEC investigation also was closed without any enforcement action taken.
Other Ongoing and Past Client Engagements
Assisting Fortune 10 company with public company accounting and SEC disclosure strategy.
Assisting Fortune 500 financial services firm with evaluating securities law collateral consequences in antitrust settlement with the DOJ.
Assisting public companies with navigating the requirements of the Holding Foreign Companies Accountable Act ("HFCAA").
On behalf of investment banks and private equity firms in capital market transactions, conducts due diligence relating to pending SEC investigations of issuers.
Successfully petitioned PCAOB in 2019 to change its policy relating to disclosure of audit clients in enforcement orders against public company auditors.
Represented stock transfer agent in SEC 2024 examination in which SEC staff alleged misrepresentations in stock transfer agent registration application.After Covington submission, SEC staff dropped their allegations.
Conducted internal investigation in 2024 for private technology company involving allegations of accounting fraud by subsidiary officers.
Assisted the Special Committee of the Board of Directors of Tecnoglass, Inc., a NASDAQ-listed Colombian company, in analyzing a 2020 short seller report.
Conducted internal investigation on behalf of Fortune 50 company in 2019 related to potential violations by external auditor of the SEC’s auditor independence rules.
Conducted internal investigation in 2018 on behalf of engineering firm related to possible bribery in Asia.
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