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 and Co-Chair of the Securities Enforcement Practice Group. Elizabeth’s practice focuses on the representation of investment advisers, investment companies and their boards, broker-dealers, self-regulatory organizations ("SROs"), public companies, accounting firms and senior executives facing examination, investigation and litigation by financial regulators. She counsels clients on securities as well as cybersecurity regulation and breach response, and provides corporate governance advice to boards.

In ranking Elizabeth among the leaders in Securities and Financial Services Enforcement, Chambers USA highlighted that she is “the much needed type of attorney who doesn’t just identify problems but works to solve them,” commending her “practical approach to client representation and to adversarial negotiations with the government.” Elizabeth is recognized nationally among the leading individuals practicing in the area of Securities Regulation: Enforcement in Chambers USA (2010-2019), Financial Services Regulation: Broker Dealer (Enforcement) in Chambers USA (2014-2019) and Securities Litigation and Securities Regulation, in The Best Lawyers in America (2010-2019).

Elizabeth was named by Law360 in 2016 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. Additionally, she received the Women of Influence Award in Securities/Capital Markets Law in 2017 by Best Lawyers and the Coalition of Women’s Initiatives in Law. In 2017, 2018 and 2019, she was selected to serve on Law360’s Securities Editorial Advisory Board. Elizabeth serves on the Board of Directors of the Jane Goodall Institute where she is a member of the Audit and Corporate Governance Committees, and serves on the Advisory Committee of the USF Cybersecurity for Executives Certificate Program. 

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. She also was general counsel and chief operating officer of a pharmaceutical clinical trial company for a number of years.

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Highlights

Elizabeth P. Gray is a partner in the Litigation Department and Co-Chair of the Securities Enforcement Practice Group. Elizabeth’s practice focuses on the representation of investment advisers, investment companies and their boards, broker-dealers, self-regulatory organizations ("SROs"), public companies, accounting firms and senior executives facing examination, investigation and litigation by financial regulators. She counsels clients on securities as well as cybersecurity regulation and breach response, and provides corporate governance advice to boards.

Selected Significant Matters

Investigations and Enforcement

  • Represent SROs and clearing firms in SEC investigations relating to regulatory compliance
  • Represent private equity funds and their executives in connection with SEC investigations into cost allocation and disclosure issues
  • Represented 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
  • Represented 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
  • Conducted internal investigation for foreign accounting firm into tax and accounting matters
  • Obtained first ever deferred prosecution agreement for an individuals in an SEC 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

  • Advise companies on cybersecurity compliance and cyber breach response
  • 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.

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

  • “SEC Enforcement Against Private Equity Firms in 2018: Year in Review” The Investment Lawyer (May 2019) (with James E. Anderson, Justin L. Browder and Jonathan Tincher)
  • "Cybersecurity Docket panel features discussion on how to deal with cyber breaches,” SEC Today (April 24, 2019) (quote)
  • “Companies Have Duty to Disclose Material Cyber Breaches: Experts,” Business Insurance (April 11, 2019) (quote)
  • “Increased Use of Big Data in SEC Enforcement,” The Review of Securities & Commodities Regulation (June 2017) (with Catherine Fata)
  • “Presidential Commission on Enhancing National Cybersecurity Has Issued Recommendations and Action Items for Securing the Digital Economy,” Pratt’s Privacy and Cybersecurity Law Report (February 2017) (with Daniel Alvarez, Elizabeth Bower, James Dugan, Katherine Hanniford and Naomi Parnes)
  • "Context Makes a Difference: SEC Loses Controversial Case," The Review of Securities & Commodities Regulation (June 2016) (with Mary Eaton, Amelia Cottrell, Benjamin Haskin, James 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:

  • Incident Response Forum (2019, 2018)
  • Securities Enforcement Forum (2018)
  • "Securities Enforcement," Private Fund Conference sponsored by the Lowell Milken Institute for Business Law and Policy at the UCLA School of Law (2017)
  • "The Emerging Challenges to Businesses in Managing Risk in the New Era of Regulatory Enforcement," ABA Business Law Section Spring Meeting (2017)
  • "The Supreme Court's Decision in Salman v. U.S.: What Does it Mean for Private Practitioners?" ABA Breaking News Webinar (2017)
  • "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)

Recognition, Honors & Awards

  • Women of Influence Award in Securities/Capital Markets Law by Best Lawyers and the Coalition of Women’s Initiatives in Law (Spring 2017)

Publications / News / Events

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Recognition, Honors & Awards

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