Mary P. Hansen

Areas of Practice

• White-Collar Criminal Defense and Investigations

• Securities Litigation

• Regulatory Investigations

• Internal Corporate Investigations

• Broker-Dealers

Representative Matters

Investment Advisers and Broker-Dealers

• Represented a registered investment adviser and its principal in connection with parallel SEC and DOJ investigation focused on the principal’s use of investor funds.

• Represented registered investment adviser in connection with an investigation by the Securities and Exchange Commission involving undisclosed conflicts of interest resulting from certain payments received by adviser and its affiliate.

• Represented a licensed insurance agent and registered representative in connection with investigations by the Securities and Exchange Commission, New Jersey Bureau of Securities and FINRA involving individual’s connection to a large Ponzi scheme.

• Represented a registered investment adviser to a family of mutual funds with respect to a “distribution in guise” investigation conducted by the SEC’s Asset Management Unit.  Obtained a termination letter from the SEC.

• Represented UK-based SEC registered investment advisers in connection with SEC examinations.

• Represented a “Robo” adviser with respect to an SEC investigation regarding potential misrepresentations and omissions to clients and investors. Obtained a termination letter from the SEC.

• Represented registered investment advisers in connection with third-party subpoenas issued in a civil investigation by the U.S. Attorney’s Office for the Southern District of New York and an SEC investigation involving foreign currency trading.

• Represented a registered investment adviser in connection with an investigation by the SEC involving the calculation of management fees and expenses.

• Represented a former general counsel of publicly traded real estate investment trust in SEC investigation regarding various disclosure issues.

• Represented a registered investment adviser in connection with “Pay-to-Play” investigation being conducted by the U.S. Attorney’s Office for the Middle District of Pennsylvania involving payments to several PA Treasurers.

Insider Trading Investigations

• Successfully resolved or settled numerous insider trading investigations involving the SEC and DOJ on behalf of employees, friends of employees, relatives of employees and other tippees.

CFTC and NFA Investigations

• Represented a former trader charged in a market manipulation action filed by the CFTC.

• Represented an individual in connection with a CFTC investigation focused on foreign currency trading in a pooled investment vehicle.

• Represented a UK-based registered commodity pool operator in connection with parallel NFA and CFTC investigations relating to related party transactions. FINRA Enforcement Investigations

FINRA Enforcement Investigations

• Represented an insurance agent in connection with investigations by FINRA, the SEC and the New Jersey Bureau of Securities in relating to the clients’ recommendation to his clients to purchase certain unregistered securities issued by a company that ended up being a Ponzi scheme.

• Represented a financial adviser in connection with a FINRA investigation focused on certain potential conflicts of interest relating to the financial adviser’s recommendations to purchase certain exempt securities.

• Represented a financial adviser in connection with a FINRA investigation focus on the financial adviser’s alleged failure to report a felony conviction. After the investigation, FINRA did not take any action against the financial adviser.

Public Companies and their Officers, Directors and Employees

• Represented a bank and its holding company, in connection investigations by the Federal Reserve Board and the New York Department of Financial Services with certain loans that the bank made to its chief executive officer, president and director.

• Represented a CFO of a publicly traded cannabis company in connection with an SEC investigation focused on related party transactions.

• Represented a former CFO of a public company in connection with an SEC investigation focused on revenue recognition related to sales of software, hardware, and professional services.

• Represented a public company in an SEC investigation focused on accounting for, and disclosure of, certain intercompany accounts receivable. Obtained a termination letter from the SEC.

• Represented a former CEO of a microcap public company in connection with SEC and DOJ investigations regarding the manipulation of the company’s stock as well as misleading and false statements in public filings.

• Represented a former CEO of a public company in connection with an SEC investigation involving potential misrepresentations and omissions in public filings, press releases and earnings calls.

• Represented a bank officer in connection with an SEC investigation involving its accounting and internal controls relating to loan loss reserves for commercial loans, its public disclosures regarding loan loss reserves.

• Represented a former CEO of a public issuer domiciled in Greece in market manipulation actions charged by the SEC and the U.S. Attorney’s Office for the Eastern District of Pennsylvania.

• Represented a securities lawyer specializing in providing services to microcap companies in connection with investigations by the SEC and DOJ. DOJ did not take any action.

Private Companies

• Represented a Nevada-based trust company being investigated by the SEC in connection with certain private offerings of securities.

• Represented a third-party service provider to hedge funds and private equity funds in connection with an SEC investigation regarding a registered investment adviser’s disclosure of fees. Resulted in no action being taken against the service provider.

• Represented a commercial lender in connection with an SEC investigation regarding the offer and sale of promissory notes and related disclosures regarding the use of sales proceeds.

• Represented a sponsor of an EB-5 Visa program in connection with an SEC investigation focused on disclosures to investors and potential investors. Obtained a termination letter from the SEC.

Internal Investigations

• Conducted, on behalf of a pharmaceutical company, an internal investigation involving potential unlawful insider trading by a senior executive as well as potential whistleblower and retaliation claims.

• Conducted, on behalf of a pharmaceutical company, an internal investigation involving allegations of wrongful termination based on certain conflicts of interest.

• Conducted an investigation of a major public university involving allegations of sexual misconduct by a professor.

• Conducted an internal investigation of private educational institution in connection with allegations of inappropriate conduct by teachers and other administrative staff.

• Conducted an investigation on behalf of a school district regarding allegations of discrimination.

Compliance and Consulting Representations

• Counsel registered investment advisers in connection with SEC regulatory examinations regarding appropriate strategies to avoid significant deficiencies and enforcement referrals.

• Counsel clients in assessing and revising policies, procedures, processes, and controls in connection with the complex and often overlapping regulatory requirements under which registered investment advisers and broker-dealers operate.

• Counsel clients with respect to FCPA compliance, including policies and procedures. Advise boards of directors of registered investment companies with regard to SEC issues.

Admissions

• Pennsylvania
• New Jersey
• New York

Education

• St. John's University School of Law, J.D., magna cum laude, 1998
  - Staff Member, American Bankruptcy Institute Law Review
• State University of New York at Albany, B.A., 1986

Experience

• Duane Morris LLP
  - Partner, 2020-present
• Faegre Drinker Biddle & Reath LLP
  - Partner, 2013-2020
• U.S. Securities & Exchange Commission
  - Assistant Director, 2010-2013
  - Branch Chief, 2007-2010
  - Senior Counsel/Staff Attorney, 2004-2007
• Dechert LLP
  - Associate, 2001-2004
• Milbank Tweed Hadley & McCloy LLP
  - Associate, 2000-2001
• Morvillo Abramowitz Grand Jason & Silberberg PC
  - Associate, 1999-2000
• U.S. District Court for the Eastern District of New York
  - Law Clerk to the Hon. Raymond J. Dearie, 1998-1999
• Prudential Securities
  - Associate Vice President, 1993-1995
  - Assistant Vice President, Assistant to Regional Manager, 1991-1993
  - Operations Manager, 1989-1991
  - Internal Auditor, 1986-1989

Professional Activities

• Irish American Business Chamber & Network
  - Membership Committee
• Women’s White Collar Defense Association
  - Sponsorship Committee

Honors and Awards

• Listed in Chambers USA: America's Leading Lawyers for Business, 2021-2024

• Listed in Pennsylvania Super Lawyers, 2017-2021

• Philadelphia Business Journal Best of the Bar Award, 2018

• National Law Review Go-To Thought Leader, December 2019

• Top Irish Legal 100, October 2019

No aspect of these rankings has been approved by the Supreme Court of New Jersey. Further information on methodologies is available via these links.

Civic and Charitable Activities

• St. Baldrick’s Foundation
  - Council of Counsels

Selected Publications

• Co-author, "SEC Continues to Educate Investors About SPAC Enforcement Risks," Duane Morris Alert, April 23, 2021

Media Hits

• Quoted, "Ex-LPL Rep Who Touted Fake Taylor Swift Charity Hit with Felony Charges," Financial Planning, April 20, 2022
• Quoted, "Charles Schwab Is Owed $968k under Financial Advisor's Fraud Sentence," Financial Planning, March 31, 2022
• Quoted, "FCPA's High Costs May Cause Tightening In D&O Market," Law360, June 4, 2021

Selected Speaking Engagements

• Speaker, “Crisis Response Case-Study: Internal and Independent Investigations and Duties of Counsel,” Duane Morris Cannabis C-Suite and General Counsel Summit, October 10, 2024
• Speaker, "Whistleblower and Retaliation Practice Updates," Temple University - James E. Beasley School of Law Center, September 17, 2024
• Speaker, "Navigating Parallel Proceedings: SEC, Criminal and Private Civil Litigation Challenges 2024," Pennsylvania Bar Institute Webinar, July 10, 2024
• Speaker, “Navigating SEC Investigations & Parallel Criminal Prosecutions,” Pennsylvania Bar Institute, Webcast, April 18, 2023
• Speaker, “Ethical Issues Arising in Internal Investigations,” Association of Corporate Counsel Women’s Summit, March 30, 2023
• Speaker, "Recent Developments in Civil and Criminal Enforcement of Digital Currency and Related Crypto Issues," Pennsylvania Association of Criminal Defense Lawyers Seminar, November 17, 2022
• Speaker, “Important Trends in White Collar Criminal Investigations and Prosecutions,” Baker Tilly Fraud Summit, March 22, 2022