Elizabeth P. Gray

Partner

Washington
Willkie Farr & Gallagher LLP
1875 K Street, N.W.
Washington, DC 20006-1238
T 202 303 1207
F 202 303 2207
egraywillkie.com

Elizabeth P. Gray is a partner in the Litigation Department. Elizabeth is nationally recognized in the area of securities regulation and enforcement, with significant experience in asset management, broker-dealer, FCPA and accounting matters. She represents investment advisers, investment companies and their boards, broker-dealers, accounting firms and other institutions and senior executives facing investigation, litigation and examination by financial regulators, including the SEC, CFTC, PCAOB, DOJ and FINRA. Elizabeth also represents boards of directors and trustees in conducting independent internal investigations and advises them on corporate governance matters, including cybersecurity issues."

In addition to more than 15 years of private sector experience, Elizabeth formerly served for 12 years at the U.S. Securities and Exchange Commission, including as Assistant Director in the SEC’s Division of Enforcement and as counsel to SEC Chairman Arthur Levitt.

Elizabeth is recognized nationally among the leading individuals practicing in the area of Securities Regulation: Enforcement in Chambers USA (2010-2016), Financial Services Regulation: Broker Dealer (Enforcement) in Chambers USA (2014-2016) and Securities Regulation, Litigation and Capital Markets in The Best Lawyers in America (2010-2017).

In 2016, Law360 named Elizabeth among the 25 Most Influential Women in Securities Law, an elite list including current and former senior regulators and private practitioners who have achieved impressive success in securities litigation and enforcement. 

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Highlights

Elizabeth P. Gray is a partner in the Litigation Department. Elizabeth is nationally recognized in the area of securities regulation and enforcement, with significant experience in asset management, broker-dealer, FCPA and accounting matters. She represents investment advisers, investment companies and their boards, broker-dealers, accounting firms and other institutions and senior executives facing investigation, litigation and examination by financial regulators, including the SEC, CFTC, PCAOB, DOJ and FINRA. Elizabeth also represents boards of directors and trustees in conducting independent internal investigations and advises them on corporate governance matters, including cybersecurity issues."

Selected Significant Matters

Investigations and Enforcement

  • Represent investment advisers as well as their employees and senior executives in SEC investigations regarding performance results, cost allocation and compliance program issues
  • Represent international broker-dealers as well as their employees and senior executives in SEC and DOJ investigations relating to hidden mark-ups, high frequency trading and market-related issues
  • Represent mutual fund and public company boards in conducting independent investigations regarding securities lending
  • Represented international and U.S. accounting firms in SEC and PCAOB investigations regarding financial fraud and related accounting violations
  • Represent private equity funds and their executives in connection with SEC investigation into cost allocation and disclosure issues
  • Represented a large, registered investment adviser and several senior executives in a two-year SEC investigation and settlement negotiations, resulting in no individuals being charged
  • Represented an international broker-dealer and several senior executives in SEC and DOJ investigations regarding trading activities, client disclosures and undisclosed mark-up issues
  • Conducted internal investigation for foreign accounting firm into tax and accounting matters
  • Represent Chinese national in SEC and DOJ FCPA investigation
  • Represented firms in SEC Rule 105 investigations and settlements
  • Represented the Reserve Funds and their adviser in SEC investigation and litigation

Board and Regulatory Counseling

  • Represent investment advisers on preparation of SEC compliance examinations and related interviews
  • Prepare submissions to SEC relating to investment adviser and investment company deficiencies and potential enforcement referrals
  • Represented mutual fund board in connection with securities lending review and related litigation
  • Advise international accounting firms on U.S. state licensing regulations

Prior Experience

Elizabeth served for twelve years with the Securities and Exchange Commission, both in the Division of Enforcement and the Office of Tender Offers in the Division of Corporation Finance, as well as counselor to Chairman Arthur Levitt. She ultimately served as Assistant Director in the Division of Enforcement, where she supervised the investigation, prosecution and settlement of a broad array of securities law cases.

Following her tenure at the SEC, Elizabeth served as General Counsel and Chief Operating Officer of Comprehensive Neuroscience, Inc., a clinical trials management company, and founder and Chief Operating Officer of Gabriel Pharma LLC, an early stage biotechnology company.

Selected Professional and Business Activities

Elizabeth is a frequent lecturer at conferences and seminars on securities regulation affecting hedge funds, private equity advisers, multinational corporations and accounting firms. She is Co-Chair of the American Bar Association’s Committee on Federal Regulation of Securities, Subcommittee on Securities Litigation and Enforcement.

In 2016, Elizabeth was invited to join Harvard Kennedy School’s Women’s Leadership Board, which consists of leaders from the most senior levels of government, business, academia and the non-profit sector. She serves as one of few lawyers on the board.

Selected Publications and Lectures

Elizabeth’s publications include:

Books

  • "The SEC, the DOJ and Investment Advisers: The Examination and Enforcement Regime," Bureau of National Affairs, Inc., Securities Practice Portfolio No. 283 (2014)
  • "Heightened Government Prosecution and Anticipated Regulation of Private Hedge Funds," Inside the Minds -- New Developments in Securities Litigation (2010)

Articles

  • “Context Makes a Difference: SEC Loses Controversial Case,” The Review of Securities & Commodities Regulation (June 2016) (with Mary Eaton, Amelia Cottrell, Ben Haskin, Jim Anderson and Juliet Mun)
  • “Will the Securities and Exchange Commission’s Proposed Changes to Administrative Proceedings Quiet Critics,?” The Investment Lawyer (December 2015) (with Amelia Cottrell, William Stellmach, and Katherine Hanniford)
  • "SEC Attempts To Address Due Process Concerns," Law360 (September 2015) (with Amelia Cottrell)
  • "SEC’s Short Selling Crackdown Highlights Role of Inspections in Enforcement Actions and Continuing Need for Compliance Vigilance," Journal of Investment Compliance (December 2013) (with Daniel Schloendorn and Howard Kramer)
  • "PCAOB Foreign Inspections – A Chinese Conundrum," The Review of Securities & Commodities Regulation (June 2011) (with Jessica Matelis)
  • "SEC Announces Measures To Encourage Cooperation And Names Specialized Unit Chiefs," The Metropolitan Corporate Counsel (March 2010) (with Gregory Bruch)
  • "Heightened Government Prosecution and Anticipated Regulation of Private Hedge Funds," Inside the Minds -- New Developments in Securities Litigation (2010)
  • "The SEC's Pay-To-Play Rule Proposal for Investment Advisers - What's Behind It & What Are the Next Steps?" Wall Street Lawyer (October 2009) (with David Blass)
  • "Government Investigations into Pension Pay-to-Play Generate Heightened Enforcement and Regulatory Response," The Investment Lawyer (August 2009)
  • "SEC Enforcement: A Year in (P)review," Securities Litigation Report (December/January 2009)
  • "FDA, SEC Disclosure: Standard Procedures Can Help," Securities Law360 (June 27, 2007)
  • "Managing Information For SEC Disclosures," Pharmaceutical Commerce (April 30, 2007)
  • "Executive Compensation - Options Backdating: A Practical Guide to the Controversy," Insights (September 2006), with Pamela Johnston and Kenneth Winer
  • "The Securities and Exchange Commission Takes Aim at Regulatory Disclosures," D&O Advisor (July 19, 2004)

Elizabeth’s speaking engagements include:

  • "Insider Trading Revisited: Where Are We After Newman?," ABA Business Law Section Annual Meeting (2015)
  • “Expectations for Internal Investigations – the Government’s, the Client’s and Reality,” ABA’s Tenth Annual National Institute on Securities Fraud (2015)
  • “How to Respond to an SEC Enforcement Inquiry,” Women Corporate Directors - Washington Chapter (2015)
  • “Enforcement: Government Agencies, Perspectives,” The Knowledge Group webinar (2014)
  • “Creating a Corruption Free Environment for Business – The Indian, US and UK Perspectives,” ABA (2012)
  • “Remedies in SEC Enforcement Actions: Survey and Current Issues,” DC Bar (2011)

Publications / News / Events

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