Tom Bednar’s practice focuses on securities enforcement and litigation, white-collar criminal defense, and litigation.

Tom joined Cleary in 2022, after spending 13 years in the federal government, first as a federal prosecutor and then as an enforcement trial lawyer at the U.S. Securities and Exchange Commission (SEC). Tom has extensive experience leading investigations and litigation involving alleged violations of the federal securities laws, particularly in matters involving alleged accounting and issuer disclosure fraud. Tom advises companies, boards and audit committees on related issues, including disclosure and reporting of accounting restatements, interactions with independent auditors, and responding to whistleblower complaints. Tom regularly conducts trainings for public company legal and finance teams on best practices to reduce the risk of accounting restatements and enforcement investigations. Both at the SEC and in private practice, Tom has worked on some of the largest and most complex accounting and disclosure fraud investigations of the last decade, and he frequently speaks and publishes on these topics.

Tom represents multinational public companies and financial institutions in investigations by the SEC, Financial Industry Regulatory Authority (FINRA), Commodity Futures Trading Commission (CFTC), and State Attorneys General (AG). Tom frequently advises public companies and financial institutions on practices related to the handling of material non-public information, and insider trading policies. He also has extensive experience representing companies in consumer protection cases involving state AGs, the Federal Trade Commission (FTC), and the Department of Justice (DOJ). Tom has led internal investigations into a range of issues, including workplace misconduct, insider trading, and accounting fraud.

From 2014 through 2021, Tom served as Assistant Chief Litigation Counsel and Supervisory Trial Counsel in the SEC’s Division of Enforcement Trial Unit, where he provided principal strategy on litigation risk, settlement, and charging decisions. Tom first-chaired all aspects of securities enforcement litigation in federal court and administrative actions, and supervised teams of enforcement litigators in courts throughout the country. In addition to accounting and disclosure cases, Tom developed expertise in cases involving the Foreign Corrupt Practices Act (FCPA), complex financial products and trading strategies, and regulated entities such as broker-dealers, investment advisers, and credit rating agencies.

Prior to joining the SEC, Tom was an Assistant U.S. Attorney for the District of Columbia from 2009-2014, trying over 40 cases to verdict and investigating numerous offenses, including complex white collar and national security cases. Before his time in government, Tom clerked for a federal judge and worked as a litigation associate at another prominent firm in Washington, D.C.

Tom serves on the firm’s pro bono committee, maintains an active pro bono practice, and serves on the Steering Committee of the D.C. Bar’s Corporation, Finance, and Securities Law Community.

He became a partner in 2025.

 

 

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Notable Experience

SEC Enforcement and White Collar Defense

  • Represented a large multinational conglomerate in multi-year SEC investigation into the company’s accounting practices.

  • Represented a leading producer of minerals in connection with highly favorable settlement of SEC investigation relating to accounting and ESG issues, including dropping of all fraud charges.

  • Represented a former public company CFO in SEC accounting and disclosure fraud investigation that was closed with no charges.

  • Represented an individual in a DOJ and SEC accounting investigation of an oil and gas sector project at a multinational company, with no charges brought against the client.

  • Represented a financial services firm in an SEC investigation related to SPAC offering.

  • Represented financial services firms in FINRA investigations of compliance with rules applicable to securities offerings and other regulations.

  • Represented employees of an American multinational hedge fund and financial services firm in an SEC “off-channel” communications investigation.

  • Represented a former CFO of a global shipbuilding company in connection with a DOJ and SEC investigations into potential accounting and procurement fraud, resulting in no action taken by the DOJ or the SEC.

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Litigation

  • GSK in defending civil action asserting claims for breach of fiduciary duty, common law fraud, and other business torts in connection with an M&A transaction in which GSK acquired one of the defendants.

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Internal Investigations

  • Led internal investigations of whistleblower allegations of bullying and improper accounting practices at pharmaceutical company.

  • Led internal investigation of potential insider trading at investment bank.

  • Led internal investigations of revenue recognition practices at petrochemical company.

  • Led internal investigation of revenue recognition on licensing transactions at aerospace company.

  • Led internal investigation of whistleblower allegations of earnings management at industrial conglomerate.

  • Advised medical device company on internal investigation of whistleblower complaint regarding revenue recognition practices.

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Compliance

  • Advised investment banks and other financial services firms on the efficacy of insider trading policies and information barriers to prevent the improper use of material non-public information.

  • Conducted training sessions for hundreds of personnel of multiple public companies on enforcement risk and best practices related to common accounting and disclosure issues, such as accounting for legal loss contingencies; “pull forwards” and other sales practices; and other accounting and disclosure issues.

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Consumer protection

  • Represented a telehealth company in state attorney general and FTC/DOJ investigations involving data security, privacy, and marketing practices.

  • Represented major fitness company in investigation by New York State Attorney General’s Office in connection with advertising and cancelation polices and practices.

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Prior to joining Cleary, Tom’s notable experience at the SEC included:

  • Lead litigation counsel in numerous cases involving complex accounting and disclosure issues, including litigation against a foreign issuer and its top executives involving impairment of coal mining assets and serving as litigation counsel on EPS Initiative cases focused on earnings management.

  • Litigated FCPA case against executives of Hungarian telecom company, obtaining an eve-of-trial settlement and the first-ever officer/director bars in an FCPA case.

  • Supervised litigation of SEC’s first enforcement action involving a SPAC.

  • Supervised crypto and cyber fraud enforcement litigation.

  • Successful subpoena enforcement action against rapper Jay-Z.

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Selected Activities

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Pro Bono Committee

Steering Committee of the D.C. Bar’s Corporation, Finance, and Securities Law Community

Publications

Events