David A. Wilson

Securities and Shareholder Matters

• Won dismissal of securities fraud claims alleging failure to disclose scheme to avoid import duties and faulty internal controls against CFO of publicly traded company. Rahman v. Kid Brands, 736 F.3d 237 (3d Cir. 2013).
• Defeated SEC’s 10b-5 claim after three-week insider trading jury trial.  Liability on lesser charge limited to disgorgement of profits after SEC sought penalty and officer/director bar. SEC v. Jacobs, No. 1:13:cv-01289-SO (N.D. Ohio December 3, 2014).
• Conducted an internal investigation on behalf of special committee of the board of a bank holding company into derivative shareholder's allegations concerning bank's exposure to subprime loan portfolio.  Result of investigation was dismissal of shareholder’s claims.  See Caston v. Hoaglin, No. 2:08-cv—200 (S.D. Ohio September 23, 2009).
• Represented the audit committee of a Fortune 100 manufacturer in conducting internal investigation of accounting practices and negotiating no-penalty resolution with the SEC.
• Represented special committee of the board of an insurance company in internal and SEC investigations of stock option backdating allegations.  See SEC Litigation Release No. 20836 (December 22, 2008).
• Represented hedge fund accused by SEC of market manipulation in the trading of shares of issuers involved in merger negotiations.  SEC Administrative Proceeding Release No. 34-60351 (July 21, 2009).
• Prevailed in motions to dismiss securities fraud and derivative claims against CEO of software company based on allegations of backdated stock options and other accounting irregularities.
• Represented individuals, including public company officers, in insider trading investigations, none of whom were charged.

Bribery and Corruption Allegations

• Conducted post-acquisition due diligence for major multinational telecommunications company’s purchase of satellite communications provider with extensive presence in Africa and Asia.
• Represented audit committee of large multinational company in investigation of allegations of improper payments in Eastern Europe.
• Represented energy supply company in internal investigation of whistleblower complaint concerning alleged favors to Chinese customs officials.
• Represented special committee of independent directors of public telecommunications company in investigation of allegations of improper vendor payments and accounting irregularities.
• Conducted anti-corruption training seminars and developed internal policies for several publicly traded companies.

Antitrust

• Negotiated antitrust immunity for an official of a Japanese auto parts company in a DOJ price-fixing investigation.
• Represented a manufacturer in grand jury investigation of pricing of extruded rubber thread. No charges brought.
• Represented employees of chemical company in criminal investigation of alleged cartel activity. No clients charged.

Congressional Investigations

• Represented an Obama administration official in investigation by U.S. House Committee on Oversight & Government Reform into Department of Energy Loan Guaranty Program.
• Represented pharmaceutical company in investigation by congressional committee of NIH grant-making practices.
• Represented consulting firm investigation of alleged "science-for-sale" in industry-funded studies on health effects of certain drugs and chemicals.

Contract and Business Tort Litigation

• Prevailed in defense of a solar energy company in arbitrated claims alleging entitlement to commissions for commercial solar projects.
• Obtained $5.2 million verdict on behalf of software licensor after a three-week jury trial on claims of unpaid license fees.
• In two cases representing plaintiffs alleging misappropriation of trade secrets and breaches of confidentiality agreements, obtained settlements after the start of trial in which defendants agreed to cease certain business operations.
• Represented a real estate development company in multi-party litigation alleging that sale of a company that owned land on which developer had development rights constituted breach of contractual provisions providing for right of first offer.
• Represented a public utility in action to void a deed restriction that limited the density of development on parcel of land that utility sought to sell to a developer of offices and condominiums.

• “Five Things You Need to Know About the SEC’s Climate Disclosure Proposal,” Washington Legal Foundation, March 2022
• “Class Certification in Long-Running Securities-Fraud Suit a Cautionary Tale for Public ESG Pronouncements,” Thompson Hine Business Law Update, Winter 2022
• “Is “Shadow Trading” In Another Company’s Stock Unlawful? One Court and the SEC Say It Can Be,” Washington Legal Foundation, February 2022
• “ESG Disclosure: Tackle It Before It Tackles You,” Washington Legal Foundation, August 2021
• “Both Whistleblowing and Whistleblower Awards Are on the Rise,” Thompson Hine Business Law Update, Summer 2020
• “SEC’s Enforcement Focus on Pandemic-Related Misconduct,” Thompson Hine COVID-19 Update, May 2020
• “Appeals Court Affirms Denial of Fuel Surcharge Class Certification,” Thompson Hine Transportation Update, August 2019
• “DOJ Guidelines for Disclosure, Cooperation and Remediation in FCA Matters,” Thompson Hine Government Contracts Update, June 2019
• “SEC Suspends Pending Administrative Proceedings in Wake of Lucia Decision,” Thompson Hine Investment Management Update, July 2018
• “Court Denies Class Certification in Rail Freight Fuel Surcharge Antitrust Litigation,” Thompson Hine Transportation Update, October 2017
• “Class Certification Hearing Format Set in Fuel Surcharge Litigation,” Thompson Hine Transportation Update, July 2016
• “New Fuel Surcharge Litigation Class Certification Hearing Dates,” Thompson Hine Transportation Update, April 2016
• “DOJ Launches FCPA Self-Disclosure Pilot Program,” Thompson Hine White Collar Crime Update, April 2016
• “Fuel Surcharge Class Certification Hearing Delayed,” Thompson Hine Transportation Update, September 2015
• “Federal Funding for Clean Energy Projects,” CLEANTECH iDEAS, January 2015
• “Second Circuit Overturns Insider Trading Convictions,” Thompson Hine Corporate Law & Investment Management Update, December 11, 2014
• “Coming to an Administrative Law Judge Near You: Insider-Trading Cases,” Westlaw Journal Securities Litigation & Regulation, December 11, 2104
• “Expert’s Potential Conflict Delays Fuel Surcharge Litigation,” Thompson Hine Transportation Update, December 2014
• “Court Clarifies Foreign Government ‘Instrumentality’ Under FCPA,” Thompson Hine FCPA/Antibribery Update, May 21, 2014
• "Technology-Assisted Review is a Promising Tool for Document Production," The New York Law Journal, March 2013
• "Is Predictive Coding a Cure for Out-of-Control Discovery Costs?" Thompson Hine LLP Bulletin, November 2012
• "SEC's View of 'Supervisory Liability' May Deter Vigilant Corporate Compliance," Legal Opinion Letter, Washington Legal Foundation, Vol. 21 No. 21, September 2012
• Co-author, "The Roles of General Counsel and Chief Compliance Officers," Corporate Compliance Insight, January 2011
• "Leveling the Anti-Corruption Playing Field," International Trade and Securities Law360, July 2010
• "Changes Continue in SEC Enforcement: New Initiatives to Encourage Cooperation by Individuals," Thompson Hine LLP Bulletin, February 2010
• "Managing FCPA Risk Through Due Diligence," Thompson Hine LLP Bulletin, December 2009
• Co-author, "Disclosure Obligations Under the Federal Securities Laws in Government Investigations," The Business Lawyer, August 2009
• "SEC Provides Guidance on 'Ordinary Course of Business' Exception of Rule 13d1-(b)," Thompson Hine LLP Bulletin, July 2009
• "Does Your Rule 10b5-1 Plan Protect You From Insider Trading Charges?" Thompson Hine LLP Bulletin, July 2009
• "Increased SEC Enforcement – Are You Prepared?" Thompson Hine LLP Bulletin, April 2009
• "Top Ten Things to Do When Faced with an Informal Inquiry or Subpoena from the SEC's Enforcement Division," Thompson Hine LLP Bulletin, December 2008
• "Outsider Trading – Morality and the Law of Securities Fraud," Georgetown Law Journal, 1988

• "Navigating Proxy Season with SEC Disclosure Mandates and Litigation Risks Lurking," Washington Legal Foundation (WLF) Webinar, April 2022
• "ESG Internal Communication and External Disclosure: Tackle Them Before They Tackle You," Washington Legal Foundation Webinar, September 2021
• "White Collar Crime - Recent Developments and Emerging Risks Part I," Thompson Hine Webinar Series, February 18, 2021
• "Legal Project Management: Providing Value for In-House Law Departments," Association of Corporate Counsel – National Capital Region (ACC NCR), June 30, 2020
• "Implementing Audits to Bolster Effective FCPA Compliance Programs," Strafford Publications Webinar, July 2016
• "FCPA Compliance Audits" webinar, Clear Law Institute, October 2015
• "Foreign Corrupt Practices Act Compliance Audits," Strafford Publications Webinar, October 2012
• "Challenges and Risks of Anti-Corruption Compliance Reviews," Strafford Publications Webinar, October 2011
• "Managing FCPA Risk Associated with Mergers & Acquisitions," Marcus Evans Conferences, June 2010

• Listed as a Litigation Star by Benchmark Litigation, 2015-2022
• Selected to the Washington, D.C. Super Lawyers list, 2013-2021
• Recognized as a 'Smart Lawyer' by SmartCEO Magazine, November 2008

• District of Columbia Bar
• Board Member, Pact, Inc., non-profit international NGO