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 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.

Tom also represents multinational public companies and financial institutions in investigations by the SEC, Financial Industry Regulatory Authority (FINRA), and Commodity Futures Trading Commission (CFTC), and has advised on practices related to the handling of material non-public information, insider trading policies, and the use of off-channel communications.

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.

Notable Experiences

  • Internal investigations of alleged revenue recognition and earnings management practices for large public companies in response to internal whistleblower complaints

  • A large multinational conglomerate in its response to inquiries by the SEC into the company’s accounting practices

  • 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

  • A telehealth company in state attorney general and FTC investigations involving data security, privacy, and marketing practices

  • A former public company CFO in SEC accounting and disclosure fraud investigation

  • A financial services firm in an SEC investigation related to SPAC offering

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

  • 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

  • Broker-dealer in review of information barriers and insider trading policies

  • Training session for public company personnel on enforcement risk and best practices related to accounting and disclosure for legal loss contingencies; “pull forwards” and other sales practices; and other accounting and disclosure issues

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

  • Lead counsel in litigation of complex accounting fraud involving impairment of coal mining assets

  • Litigation counsel on EPS Initiative cases focused on earnings management

  • Lead trial counsel in investigation of revenue recognition fraud at brand management company

  • Litigation counsel in accounting fraud investigation related to cost accounting for “prebate” program

  • Litigated FCPA case, obtaining an eve-of-trial settlement.

  • 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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