Michael Dicke is the co-chair of the firm’s Securities Enforcement group and a partner in the Litigation group. His practice focuses on conducting internal investigations for company boards and audit committees, and representing companies and their officers and directors in Securities and Exchange Commission, Department of Justice, and other law enforcement and regulatory investigations and litigation. In addition, he represents regulated entities such as investment advisers, hedge funds and private equity firms in investigations and proceedings. Further, Mike represents entities and individuals in state and federal securities class action and derivative litigation.
In addition, Mike routinely advises clients on corporate governance and disclosure issues. Recently, he has focused on emerging issues in the cybersecurity and cryptocurrency areas, including advising companies and individuals seeking to launch an initial coin offering and entities engaged in cryptocurrency trading. Mike has also advised several Fortune 500 companies on real-time disclosure issues following a data breach incident, and regularly provides guidance on the SEC’s increasing focus on cybersecurity regulation and enforcement.
Prior to joining Fenwick & West, Mike spent over 15 years with the SEC, most recently serving as the Associate Regional Director for Enforcement in the SEC’s San Francisco regional office, from 2008 to 2014. As head of enforcement for the region, Mike oversaw a staff of over 40 attorneys and accountants who investigated and litigated federal securities law violations in northern California and five other states. While at the SEC, Mike conducted and supervised hundreds of investigations, as well as litigation, involving financial reporting and accounting fraud, the Foreign Corrupt Practices Act, insider trading, offering frauds and misconduct by investment advisers, investment companies and broker-dealers. Mike worked closely with the Department of Justice to coordinate parallel criminal investigations, and served on President Obama’s interagency Financial Fraud Enforcement Task Force.
Prior to joining the SEC, Mike practiced for five years as a litigation associate at an AmLaw 50 law firm. Following law school, Mike also clerked for Donald P. Lay, Chief Judge of the U.S. Court of Appeals for the Eighth Circuit.
- Securities Docket’s “Enforcement 40”: recognized as one of the “best and brightest securities defense lawyers in the country.”
- Best Lawyers, The Best Lawyers in America 2017-2019: recognized for excellence in Regulatory Enforcement and Securities Litigation.
- The Legal 500 2015-2018: named to list of top securities litigation and enforcement attorneys in the U.S. Clients lauded Mike for his “unmatched experience” in securities enforcement matters, and recognized him for having a “great depth of experience in regulatory matters.”
- American Bar Association: selected as co-chair of the ABA’s subcommittee on SEC Enforcement for 2017-18, and appointed to the ABA’s select Attorney Client Privilege Task Force.
- SEC awards: recipient of the Chairman’s Annual Award for Managerial Excellence as well as numerous other awards for work on significant cutting-edge cases.
- Successfully defended multinational company in SEC accounting fraud investigation (no action taken)
- Conducted internal investigation of financial reporting issues for audit committee of a market-leading renewable energy company, and subsequently represented company in SEC investigation (matter closed without enforcement action)
- Representing numerous cryptocurrency/digital asset platforms in government investigations, contractual disputes and compliance counseling
- Successfully defended electronics corporation in SEC accounting fraud investigation (matter closed without action)
- Successfully defended social media company in SEC investigation of accounting and disclosure issues (matter closed in five months without action)
- Conducted investigation for audit committee of biotech company into allegations of improper presentation of clinical data
- Representing CEO of software company in internal investigation of accounting practices, and in subsequent SEC investigation
- Represented several late-stage “unicorn” private companies in SEC investigations of compensation practices
- Representing several cryptocurrency exchanges
- Representing founders of blockchain project in dispute following an ICO
- Representing registered investment advisor in SEC investigation
- Representing multinational company in DOJ tax fraud and parallel SEC investigation
- Representing individuals in SEC insider trading investigations
- Representing former officer of venture capital firm in DOJ and SEC fraud investigation
- Represented senior executive of multinational corporation in internal investigation of issues raised by dissident shareholders
- Conducted investigations for several public companies following whistleblower allegations
- Representing managers of financial institution in regulatory and criminal investigations
- Represented the Arizona Solar Industry Association before the Arizona Supreme Court
- Representing life sciences company in responding to shareholder derivative demand
- Representing cryptocurrency exchange in responding to OFAC inquiry
Speaking and Publications:
Mike has spoken annually at the SEC Institute (2005-2018) and is a frequent speaker on programs aimed at reaching public company executives and directors, in-house counsel and white collar defense attorneys. He has published articles in leading publications including Bloomberg and the Harvard Law School Forum on Corporate Governance. His recent articles include an opinion piece entitled “SEC Crackdown on ‘Fake News’ is Itself Fake News” (Bloomberg Law, April 2017).
Select Speaking Engagements:
- “Current and Future Regulation of Cryptocurrencies,” 17th Securities & Finance Summer Seminar, NERA Economic Consulting, July 1, 2018 (panelist)
- SEC Institute, June 2018 (panelist with SEC enforcement associate director)
- “Cryptocurrencies and ICOs: Where Will Enforcement Strike Next?,” Securities Enforcement Forum West, San Francisco, CA, May 10, 2018 (panelist)
- “Staying Out of Trouble – SEC Enforcement and Litigation Update,” 32nd Annual SEC Reporting & FASB Forum, San Francisco, CA, December 19, 2017 (panelist)
- “Responding to a Data Breach,” Silicon Valley Assn. of General Counsel Annual Meeting, San Jose, CA, October 17, 2017 (panelist)
- “Managing Expectations in a Government Investigation,” Legalweek West, San Francisco, CA, June 13, 2017 (panelist)
- “Silicon Valley Spotlight: Regulation, Enforcement and Prosecution,” Securities Enforcement Forum West, May 10, 2017 (panelist)
- “SEC Enforcement: the Current Landscape,” CPE, Phoenix, AZ, November 18, 2016 (panelist)
- “The SEC’s Silicon Valley Initiative and Unicorn Governance,” ABA Business Law Section Annual Meeting, Boston, MA, September 9, 2016 (panelist)
- “Fake News, Short Sellers and the SEC,” Thomson Reuters, June 21, 2017 (podcast)
- “Incident Readiness: the Role of Corporate Governance in Mitigating Breach Exposure,” Legaltech West Coast, San Francisco, CA, June 14, 2016 (panelist)
- “Financial Reporting and Accounting Fraud,” Securities Enforcement Forum West, May 12, 2016 (panelist)
- “An Accounting & Reporting Update for Public Companies,” Center for Professional Education, Dana Point, CA, May 19-20, 2015 (speaker)
- “Shareholder Activism – Strategies for Addressing the Inevitable,” NASDAQ, May 14, 2015 (panelist)
- “Data Privacy and Cyber Security,” The Bar Association of San Francisco, April 27-28, 2015 (panelist)
- “Whistleblowers, Self-Reporting, and Parallel Proceedings,” American Bar Association, February 23, 2015 (speaker)
- “The Data Security and Data Breach Litigation Landscape: Recent Developments in Data Breach Litigation,” Association of Corporate Counsel SFBA, November 4, 2014 (speaker)
- “The Anatomy of an FCPA Prosecution: USDOJ, SEC and the IRS Speak on How They Build a Successful Case, Share Evidence and What They Expect from Companies during the Process,” American Conference Institute’s Annual FCPA Boot Camp, American Conference Institute, September 23-24, 2014 (keynote panelist)
- “Key Issues Facing Boards of Directors: New SEC Enforcement Initiatives and Corporate Governance Risks,” The Directors Roundtable Institute, April 23, 2014 (speaker)
- “DOJ and SEC Enforcement of the Federal Securities Laws,” American Bar Association’s Annual Meeting, American Bar Association, 2013 (panelist with DOJ criminal chief Leslie Caldwell)
- “The SEC’s Focus on Investment Advisers and Hedge Funds,” The Regulatory Compliance Association Annual Conference, 2013 (panelist)