Robin M. Bergen’s practice focuses on government and internal investigations, regulatory enforcement matters, and regulatory examinations.

Robin represents corporate clients and individuals in a broad range of government investigations involving U.S. and international governmental agencies, including the Securities and Exchange Commission, the Commodity Futures Trading Commission, the U.S. Department of Justice, FINRA and State Attorneys General, UK FCA, and U.S. Congressional Committees. With deep background and knowledge in structured finance, she has particular experience advising financial services firms in enforcement matters relating to various investment products and complex financial transactions.

In addition, Robin has extensive experience in the regulation of investment companies and investment advisers, where she advises boards of directors and management on regulatory matters ranging from examinations, compliance issues, and government investigations to internal reviews and investigations.

Robin joined the firm in 1994 and became a partner in 2003.

Notable Experience

  • Numerous multinational companies in investigations by the DOJ, the SEC, the CFTC, FINRA, state attorneys general, SIGTARP, congressional committees, and the UK FCA into various investment products and complex transactions, including in:

    • Government investigations involving RMBS, CMBS, CDOs, CLOs, swaps and other derivatives
    • Industry-wide and specific investigations by the New York Attorney General’s Office involving structured products and securities matters.

  • Numerous global asset managers and broker dealers in regulatory matters including compliance, examination, and enforcement issues under the Investment Advisers Act and Investment Company Act.

  • Multiple clients in connection with SEC and other regulatory investigations stemming from the Madoff and Stanford fraud cases.

  • Alfred C. Toepfer International (a subsidiary of ADM) in DOJ and SEC Foreign Corrupt Practices Act (FCPA) investigations involving alleged bribery in Ukraine, including in its settlement with the SEC and DOJ.

  • Fortune 500 companies, senior officers, and directors in connection with SEC and DOJ accounting and financial fraud investigations.

  • Paradigm Capital Management in its settlement with the SEC resolving the first-ever charge of whistleblower retaliation by the SEC.

  • Major corporate and financial institution clients in investigations by the NYAG under the False Claims Act involving possible fair trade and New York State tax issues relating to reporting of revenues and deductions.

  • Market participants in CFTC and SDNY investigations of swaps trading in the SSA market.

  • Independent directors and senior management of several major publicly traded companies in internal investigations and internal reviews relating to accounting and securities matters, compliance issues, and structured finance products.

  • A major private equity fund sponsor in “pay-to-play” investigations.

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Selected Activities

  • Member, Executive Council, Federal Bar Association Securities Law Committee
  • Member, ALI-ABA Advisory Panel on Securities Law
  • Former Vice Chair, International Securities Law Committee, DC Bar Association’s Corporation, Finance and Securities Law Section

Publications

SEC Chief Accountant Weighs in on Accounting Issues During the COVID-19 Outbreak,” (co-author with Sandra L. Flow, Nicolas Grabar, Abena Mainoo, Matthew C. Solomon), Cleary Enforcement Watch blog post, April 9, 2020.

OCIE Cybersecurity and Resiliency Observations and Best Practices,” (co-author with Alexis Collins, Zachary Baum and Veronica Joubert) Cleary Cybersecurity and Privacy Watch blog post, February 5, 2020.

Second Circuit: Criminal Fraud Statutes Do Not Require Prosecutors to Show that Tippers in Insider-Trading Cases Received a ‘Personal Benefit,’” (co-author with David E. Brodsky, Lev L. Dassin, Victor L. Hou, Jonathan S. Kolodner, and Matthew C. Solomon) Cleary Gottlieb Alert Memorandum, January 13, 2020

SEC Proposes Overhaul of Advertising and Solicitation Rules for Investment Advisers,” (co-author with Richard S. Lincer, Adrian Rae Leipsic, and Alexander Janghorbani) Cleary Gottlieb Alert Memorandum, November 18, 2019

Headwinds and Shifting Priorities: Beyond the Numbers In The SEC Enforcement Division’s 2019 Annual Report,” (co-author with Matthew C. Solomon, Alex Janghorbani, Jenny Paul, and Samuel H. Chang) November 11, 2019; republished by the New York University School of Law Compliance & Enforcement Blog, November 12, 2019

Second Circuit Decision Finds Implied Private Right of Action Under the Investment Company Act,” (co-author with Rich Lincer and Adam Brenneman) September 18, 2019; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation, October 7, 2019; republished by Wall Street Lawyer, October 2019

Securities & Related Investigations – Introduction,” (co-author with David Brodsky and Samuel Chang), Global Investigations Review, September 18, 2019.

Proposed Bad Actor Disqualification Act of 2019 Would Severely Limit the Availability of Waivers for Institutions Entering into Settlements with the SEC and DOJ,” (co-author with Matthew Solomon, Joon Kim, and Alexander Janghorbani), Cleary Gottlieb Alert Memorandum, July 9, 2019; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation, July 20, 2019.

SEC Adopts Best Interest Standard for Broker-Dealers and Fiduciary Duty Guidance for Investment Advisers,” (co-author with Richard S. Lincer, Colin D. Lloyd, Carl F. Emigholz, Zachary L. Baum and Jim Wintering), Cleary Gottlieb Alert Memorandum, June 20, 2019.

SEC Privacy Risk Alert may Foreshadow Upcoming Reg S-P Enforcement Against Broker-Dealers, Investment Advisers,” (co-author with Margot Gianis Mooney, Anne Titus Hilby and Jim Wintering), Cleary Cybersecurity and Privacy Watch blog post, May 15, 2019.

CFTC Division of Enforcement Releases First Public Enforcement Manual,” (co-author with Breon Peace and Nowell D. Bamberger), Cleary Gottlieb Alert Memorandum, May 13, 2019.

FINRA Proposes Rules Targeting Firms With History of Misconduct,” (co-author with Carl F. Emigholz, Phillip L. Hurst and Samuel H. Chang), Cleary Enforcement Watch blog post, May 13, 2019.

Retail, Remedies, Resources and Results:  Observations From the SEC Enforcement Division 2018 Annual Report,” (co-author with Matt Solomon, Alexis Collins, Anne Hilby, and Adam Motiwala, November 6, 2018; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation, November 24, 2018.

Virtual Currencies, Manipulation, Cooperation, and More: CFTC Enforcement Division’s 2018 Annual Report,” (co-author with Nowell Bamberger and Emily Michael), Cleary Enforcement Watch blog post, November 26, 2018; republished by New York University School of Law Compliance & Enforcement Blog, November 28, 2018.

GIR “Securities and Related Investigations Know-How Guide,” Global Investigations Review, Co-editor of the guide and co-author of the USA chapter, October 25, 2018.

SEC Proposes New Best Interest Standard for Broker-Dealers and “Clarification” of Existing Fiduciary Standard for Investment Advisers,” (co-author with Carl F. Emigholz, Arthur H. Kohn, Colin D. Lloyd and Alexander Janghorbani), Cleary Gottlieb Alert Memo, May 2, 2018.

Pitfalls of Voluntary Remediation by Investment Firms,” (co-author with Adrian Rae Leipsic, Matthew Solomon, and Alexis Collins), Law360, February 8, 2018.

Analysis of SEC Enforcement Division Annual Report,” (co-author with Matthew Solomon and Alexis Collins), Harvard Law School Forum on Corporate Governance and Financial Regulation, December 6, 2017.

GIR “Securities and Related Investigations Know-How Guide,” Global Investigations Review, October 17, 2017. Co-editor of the guide and co-author of the USA chapter.

CFTC Announces New Enforcement Strategy Focused on Self Reporting,” co-author, Cleary Gottlieb Alert Memorandum, September 26, 2017.

CFTC Approves Amendments to Whistleblower Rules Including Significant Enhancements of its Anti-Retaliation Protections,” co-author, Cleary Gottlieb Alert Memorandum, May 25, 2017.

SEC Adopts Form ADV Amendments for Affiliated Advisers and Separately Managed Accounts,” co-author, Cleary Gottlieb Alert Memorandum, August 30, 2016.

SEC Proposes Rules to Require Business Continuity and Transition Plans for Registered Investment Advisers,” co-author, Cleary Gottlieb Alert Memorandum, July 7, 2016.

GIR “Securities and Related Investigations Know-How Guide,” Global Investigations Review, February 4, 2016. Co-editor of the guide and co-author of the USA chapter.

Thomson Reuters’ News & Insight (contributor, 2010-2012).

“The Role of the Board in Turbulent Times... Overseeing Internal Investigations,” The Conference Board: Executive Action Series (February 2009).

“Advising Corporate Clients in Securities Enforcement Investigations,” Common Issues in Securities Law: Leading Lawyers on Managing Client Expectations, Evaluating Securities Investigations, and Identifying Key Issues in U.S. Securities Law (Aspatore, 2008).

Events