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Haynes and Boone, LLP

Kit Addleman

Kit Addleman

Partner

Haynes and Boone, LLP
Texas, U.S.A.

tel: 214 651 5783
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Profile
Kit Addleman is a partner in the Dallas and Fort Worth offices of Haynes and Boone, where she is a member of the Government Investigations and Investment Management Practice Groups. She also serves as chair of the firm's SEC Enforcement Defense Practice Group and co-head of the firm's Crisis Management Practice Group. Whether she is defending clients against charges of wrongdoing or helping clients stay off the government's radar, Kit uses the extensive experience she gleaned at the SEC to provide vigorous representation to advance her clients' interests.

Kit defends companies and their executives and directors against charges of civil and criminal misconduct, particularly investigations and litigation by the Securities and Exchange Commission and Department of Justice. Many of her experiences involve defending allegations of accounting and financial fraud, insider trading, hedge fund and advisor fraud, and Foreign Corrupt Practices Act violations.

She also counsels public companies, investment advisors, hedge funds and broker-dealers concerning compliance with the securities laws and SEC rules.

Prior to joining Haynes and Boone at the end of 2009, Kit was the director of the Atlanta Regional Office of the SEC. She led the enforcement, examination and bankruptcy programs for the SEC in five Southeastern states, which included directing the enforcement priorities and resolutions of investigations and litigation. Kit has more than 20 years of experience with the SEC in the Atlanta, Fort Worth, Denver and Philadelphia offices including heading the enforcement program in the SEC's Fort Worth and Atlanta offices before being named the regional director in Atlanta in 2007.

Kit is a sought-after authority for her knowledge of the SEC's enforcement and examination programs and frequently speaks at national, international and regional conferences. She has also authored and contributed to numerous articles, white papers and alerts on the subject.

Kit brings the same zeal with which she serves her clients to her firm colleagues and to her community. She is a member of Haynes and Boone’s diversity committee and co-chairs the Women's Leadership Academy for the development of senior associate women. In addition, Kit serves the Girl Scouts of Northeast Texas as the chair of its Board of Directors. Her efforts with the Girl Scouts were recognized by the Dallas Business Journal, American City Business Journals, in 2016, when the National Association of Corporate Directors named her an “Outstanding Director.” She is also a past board member of both the National Society of Compliance Professionals and the Consumer Credit Counseling Service, organizations which support the missions of financial literacy and money management, investor protection and securities compliance.

Education

J.D., Oklahoma City University School of Law, 1986, with distinction
B.A., American and Comparative Politics, Wake Forest University, 1983
Areas of Practice
Professional Career

Significant Accomplishments

Defense of Enforcement Investigations:

Conducted internal investigation and defended corresponding SEC investigation of accounting treatment for non-recurring revenue transactions, disclosures, and financial statements of Fortune 200 company

Defended publicly-traded natural gas and oil company in SEC investigation of reserve accounting and related public disclosures; Received termination letter indicating no action would be recommended by SEC staff;

In multiple investigations of potential insider trading closed without enforcement action, represented investment funds, public company, and individual traders;

Defended audit committee of public company board in SEC investigation of accounting misstatements;

Represented alternative energy company in connection with an SEC investigation of disclosures made by the company's Chinese parent;

Defended broker-dealer in SEC investigation of offering disclosures related to real estate tenant-in-common programs; Investigation closed without action;

Represented former public company and its private investor in SEC investigation of potential violations of the FCPA by a Chinese subsidiary; Received termination letter from the SEC staff;

Defended officers of a broker-dealer in an SEC investigation of alleged short-selling and stock lending violations;

Represented SEC registered investment adviser in SEC investigation of securities trading strategies involving allegations of possible front-running or insider trading; Received termination letter from the SEC staff;

Defended publicly traded REIT in connection with SEC investigation of valuation and disclosures;

Represented broker-dealer and investment fund in SEC investigation of disclosures and related party transactions in real estate fund offering;

Represented successfully portfolio manager in SEC investigation of valuation and disclosures by money market fund;

Defended successfully sales representative in SEC investigation of oil and gas offering;

Represented alternative energy company in SEC investigation of limited partnership offerings; Received termination letter from the SEC staff;

Represented public companies in internal investigations relating to requests by FINRA focused on trading by potential insiders or tippees prior to merger and acquisition announcements;

Represented investment adviser firm and associated individuals in FINRA investigation of securities trading;

Represented securities attorney in SEC investigation of unregistered securities offering and, after Wells notice had been given, persuaded SEC staff to drop the recommendation of charges;

Defended investment adviser in connection with cease-and-desist order from a state securities commission and obtained withdrawal of the order by the commission;

Represented investment advisory firms in enforcement investigations by the Texas State Securities Board;

Conducted various internal investigations related to potential securities law violations at public companies.

Regulated Entity Compliance and Examinations:

Advised investment advisory firms and investment funds on SEC compliance issues; Revised compliance manuals, reviewed advisory agreements, investment management agreements, and third-party contracts; Addressed procedures and books and records requirements including those applicable to the custody rules, pay-to-play restrictions, and other recent SEC actions;

Counseled investment advisers and funds in preparation for compliance inspections and examinations;

Represented broker-dealers, investment advisers and investment funds in addressing SEC deficiency letters and concerns;

Counseled dually registered broker-dealer and investment adviser relating to changes in brokerage platform and advisory business; Represented firm in obtaining FINRA's approval of changes;

Provided annual and ad hoc training to investment advisers and funds;

Represented investment advisers, investment funds, and broker-dealers in various enforcement investigations (see above)

Public Company Counseling and Compliance:

Provided training and compliance guidance to Fortune 50 company including board of directors, senior management, and financial reporting teams surrounding the SEC's disclosure requirements related to financial reporting and management's discussion and analysis;

Drafted and updated insider trading policies for public companies, including Fortune 500 and NYSE-listed companies, as well as investment funds and investment advisers; Provided advice to public companies, investment advisers, funds and individuals regarding trading decisions and compliance with insider trading restrictions;

Advised public companies in comment letter process from SEC's Division of Corporation Finance regarding responses and revisions to filings required by SEC staff;

Counseled public companies, including NYSE-listed and Fortune 1000 companies, regarding Regulation FD compliance including corrective disclosures and compliance procedures;

Drafted FCPA policies for multiple companies and provided advice regarding ethics policies to prevent;

Counseled publicly traded companies regarding disclosure obligations surrounding government investigations and litigation;

Advised public company regarding acquisition of an entity under investigation for potential FCPA violations.
Articles

SEC Announces New Cyber and Retail Investor Initiatives
Haynes and Boone, LLP, October 2017

After weeks of headlines dominated by Equifax’s cyber breach affecting 143 million consumers and the breach of the SEC’s own EDGAR system, the SEC recently announced the creation of (i) a Cyber Unit to target cyber-related misconduct and (ii) a Retail Strategy Task Force to strengthen its protection of retail investors...

Supreme Court Unanimously Holds that SEC Disgorgement is Subject to Five Year Statute of Limitations
Haynes and Boone, LLP, June 2017

A unanimous Supreme Court held on June 5, 2017, that the SEC’s ability to recover funds through disgorgement is subject to a five-year statute of limitations. The SEC routinely seeks disgorgement as an equitable remedy in actions alleging securities law violations and asserted that disgorgement was not a penalty subject to the five year statute of limitations under 28 U.S.C. § 2462...

SEC Office of Compliance Inspections and Examinations Announces Examination Priorities for 2017
Haynes and Boone, LLP, February 2017

The SEC’s Office of Compliance Inspections and Examinations recently announced its 2017 examination priorities for broker-dealers, investment advisers, and investment funds. OCIE, which serves as the “eyes and ears” of the Commission, identified the current staff’s priorities as a focus on (i) matters of importance to retail investors, (ii) risks specific to elderly and retiring investors, and (iii) assessing market-wide risks...

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