Stephen L. Cohen

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Securities Enforcement and Regulatory
White Collar Defense and Investigations
Crisis Management and Strategic Response
Government Strategies

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Biography

STEPHEN COHEN is the global practice leader of the firm’s Regulatory and Enforcement group, leads its Securities Enforcement and Regulatory practice, and is a member of the firm’s Executive Committee. As a former senior leader in the Enforcement Division of the U.S. Securities and Exchange Commission (SEC), clients seek him out for advice on a comprehensive range of government and internal investigations, enforcement-related litigation, whistleblower complaints, cyber breaches and regulatory and compliance issues, including those seeking to strengthen corporate governance and compliance programs. Steve also serves as co-chair of the firm’s Crisis Management and Strategic Response team, where he is frequently called on to advise boards and special committees regarding sensitive and other crisis situations.

Leveraging his extensive experience at the SEC, Steve has a proven track record for guiding his clients through their most difficult matters and achieving exceptional results. He is a leading advisor to the financial industry and has represented numerous public companies and their boards, Audit Committees, Special Committees, or executives, as well as SEC registrants, in internal investigations and matters involving the SEC, U.S. Department of Justice (DOJ), Financial Industry Regulatory Authority (FINRA), Public Company Accounting Oversight Board (PCAOB), Commodity Futures Trading Commission (CFTC), state attorneys general, and securities regulators.

Steve is ranked by Chambers USA for Nationwide Securities: Regulation: Enforcement (2020–2025), where he is lauded for his “incredible expertise” and is described as a “sharp and powerful lawyer who is very bright, methodical and detail-orientated” (2023). Steve leads Sidley’s global Securities Enforcement and Regulatory practice, which was named the “Law Firm of the Year” for Litigation – Regulatory Enforcement (SEC, Telecom, Energy) in 2023 and 2021 and for Securities Regulation in 2020 and 2017 by U.S. News – Best Lawyers, and received the 2019 Chambers USA Award for Financial Services Regulation.

Before joining Sidley, Steve spent 12 years at the SEC, most recently serving as Associate Director in the Enforcement Division where he oversaw domestic and international enforcement investigations involving accounting and disclosure fraud, auditor misconduct, the Foreign Corrupt Practices Act (FCPA), insider trading, registered and unregistered securities offerings, market abuses, broker-dealers, investment advisers, exchanges, public company and accounting issues, and other regulated entities. In addition, Steve worked closely with and advised federal regulatory and law enforcement agencies from including investigative coordination and providing advice and training on enforcement and investigations issues to regulators and law enforcement agencies around the world. As Senior Advisor to then SEC Chairman Mary Schapiro, Steve also led the SEC’s work in relation to the whistleblower provisions in Dodd-Frank and subsequent rulemaking, oversaw the rulemaking establishing a Consolidated Audit Trail, and he directed the creation of the agency’s Tips, Complaints and Referrals system.

Steve won the SEC’s Distinguished Service Award in 2016, the agency’s highest honor, for his skill in managing one of the division’s most productive groups, bringing many of the commission’s most significant actions, significantly expanding the SEC’s ability to protect investors and driving initiatives that improved the division’s performance. The Society of Corporate Compliance and Ethics presented Steve with its 2017 International Compliance & Ethics award, recognizing him for his significant contributions to the compliance and ethics profession.

Representative Matters

Recent representative matters include:

Public Companies and Auditors

HP Inc. in disclosure-related SEC settlement.
Herbalife Nutrition in FCPA investigation resulting in SEC settlement and DOJ deferred prosecution agreement, and a disclosure-related SEC matter.
BorgWarner, Inc. in restatement-related SEC settlement.
MiMedx in SEC and DOJ investigations, including an SEC settlement and DOJ declination.
Large multinational company in internal investigation and investigations by SEC and DOJ involving the Foreign Corrupt Practices Act.
Two declinations for Fortune 100 companies in SEC accounting and disclosure investigation.
Declination for public company CFO in SEC fraud investigation.
Multiple big four audit firms and partners, as well as international member firms, in SEC and PCAOB investigations.
Multiple public company boards of directors on governance, compliance, and regulatory issues.

SEC-Registered Firms

Declination for a large Wall Street financial institution in SEC investigation involving trading-related issues.
Independent Compliance Consultant for large, international financial services firm related to SEC Order.
Principal of substantial hedge fund manager in an SEC investigation resulting in no enforcement action.
Rialto Capital Management in SEC settlement.
Registered investment adviser in an SEC investigation resulting in closure with no enforcement action.
Multiple investment advisers in SEC’s revenue sharing and mutual fund share class disclosure.
Multiple investment advisers in SEC exams.
Major bank in conjunction with internal investigation and FINRA inquiry involving mortgage-backed securities trading.
Major financial institution in conjunction with SEC investigation involving international private fund, which was closed without enforcement action.
Credit rating agency in SEC investigation and subsequent litigation.

Cybersecurity and Cryptocurrency

Declination for public company CFO in cybersecurity, SEC investigation.
Large financial institution in internal investigation involving cybersecurity incident.
Large public investment bank in internal investigation and regulatory guidance related to cyber breach.
Investment adviser in cyber-related SEC examination.
Multiple individuals in SEC initial coin offering investigation.

Community Involvement

Membership & Activities

Northwestern University Kellogg School of Management, Executive Leadership Program Certification, 2024
Adjunct Professor, University of Miami School of Law (teaching class on Investigations)
Member, Editorial Board, Journal of Financial Compliance
Member, Board of Advisors, SEC Historical Society
Member, Leadership Council, Miriam’s Kitchen

Credentials

Admissions & Certifications

U.S. Court of Appeals, 5th Circuit
U.S. Court of Appeals, D.C. Circuit
U.S. District Court, S.D. of Florida
U.S. District Court, District of Massachusetts
District of Columbia
Florida
Massachusetts

Education

University of Miami School of Law, 法務博士, 1997, magna cum laude, University of Miami Law Review
Boston University, B.A., 1993, cum laude

Clerkships

Ursula Ungaro, U.S. District Court, S.D. of Florida (1997-1998)

Capabilities

News & Insights

Select Publications

Quoted in, “With Agencies in Turmoil, Regulatory Lawyers Advise Caution,” The National Law Journal, February 25, 2025.
Co-author, “SEC Division of Enforcement Reports Overall Decrease in Enforcement Actions in 2024 Fiscal Year,” Sidley Update, December 2, 2024.
Co-author, “D.C. Circuit Enjoins FINRA from Expelling Member Before SEC Review,” Sidley Update, November 26, 2024.
Co-author, “FY2024 in Review: SEC Enforcement Actions Against Investment Advisers to Private Funds, Registered Funds, and Retail Clients,” Sidley Update, November 12, 2024.
Co-author, “U.S. SEC Enforcement Director Grewal Offers Insights on Cooperation With Investigations,” Sidley Update, July 9, 2024.
Co-author, “U.S. Supreme Court Limits Use of SEC Administrative Courts in Antifraud Actions,” Sidley Update, June 28, 2024.
Co-author, “SEC Files First Charges Against Standalone Investment Adviser for Off-Channel Communication Recordkeeping Failures,” Sidley Update, April 10, 2024.
Co-author, “IT’S BA-ACK: FinCEN Issues Notice of Proposed Rulemaking for SEC Registered Investment Advisers and SEC Exempt Reporting Advisers,” Sidley Update, February 14, 2024.
Co-author, “U.S. SEC Division of Enforcement Reports Increase in Actions and High Recoveries in 2023 Fiscal Year,” Sidley Update, November 28, 2023.
Co-author, “U.S. SEC Division of Exams Announces 2024 Examination Priorities,” Sidley Update, October 26, 2023.
Co-author, “2023 Fiscal Year in Review: SEC Enforcement Actions Against Investment Advisers to Private Funds, Registered Funds, and Retail Clients,” Sidley Update, October 17, 2023.
Co-author, “Latest Wave of SEC Off-Channel Communications Enforcement Actions: Five Takeaways,” Sidley Update, October 4, 2023.
Co-author, “U.S. SEC Files Litigated Charges Against Broker-Dealer and Parent for Misleading Disclosures Relating to Information Barriers,” Sidley Update, September 26, 2023.
Co-author, “Private Funds Rules Published in Federal Register – Compliance Dates Now Set,” Sidley Update, September 14, 2023.
Co-author, SEC Marketing Rule Enforcement: Charges Against Nine Registered Investment Advisers Over Hypothetical Performance Advertising,” Sidley Update, September 13, 2023.
Co-author, “PCAOB Closes Comment Period on Proposal to Expand Auditor Responsibility for Considering Noncompliance With Laws and Regulations,” Sidley Update, August 31, 2023.
Co-author, “U.S. SEC Adopts Significant Changes for Advisers and Private Funds,” Sidley Update, August 24, 2023.
Co-author, “U.S. SEC Division of Examinations Risk Alert Focuses on Broker-Dealers Anti-Money Laundering Program Compliance,” Sidley Update, August 2, 2024.
Co-author, “U.S. SEC Public Company Cybersecurity Disclosure Regulation Finalized With Swift Effective Date,” Sidley Update, July 31, 2023.
Co-author, “What to Expect in SEC Rulemaking: Takeaways From the SEC’s Spring 2023 Regulatory Agenda,” Sidley Update, June 29, 2023.
Co-author, “SEC Announces $55.9 Million Settlement in First Action Brought by its Climate and ESG Task Force,” Sidley Update, April 11, 2023.
Co-author, “Implications of the SEC’s Recent Enforcement Action Against Activision Blizzard,” Sidley Update, February 16, 2023.
Co-author, “Federal Appeals Court Holds SEC Administrative Proceedings Are Unconstitutional,” Sidley Update, May 20, 2022.
Co-author, “SEC EXAMS Staff Identify Deficiencies in Adviser MNPI Controls,” Sidley Update, May 6, 2022.
Co-author, “SEC EXAMS Staff Publishes New Observations From Private Fund Adviser Examinations,” Sidley Update, February 1, 2022.
Featured in, “Policy in Pieces: How Madoff Changed the SEC,” University of Texas Podcast, September 10, 2021.
Quoted in, “Wall Street Has a New Top Cop. And Elizabeth Warren is a Big Fan of Him,” CNN Business, January 18, 2021.
Speaker, “Political Intelligence Insider Trading: A Dialogue,” Sidley Austin LLP, November 2, 2020.
Co-author, “Framing The Legacy Of The SEC Under Clayton,” Law360, September 23, 2020.
Co-author, “DOJ and SEC Release Second Edition of FCPA Resource Guide,” Sidley Update, July 9, 2020.
Co-author, “Observations From Private Fund Adviser Examinations: Practical Tips and Best Practices,” Sidley Update, July 7, 2020.
Co-author, “Navigating Interactions Between Investment Advisers and Their Portfolio Companies: Risks and Best Practices,” Sidley Update, June 11, 2020.
Co-author, “Second Circuit Ditches Dirks in Title 18 Tipping Cases,” Sidley Update, January 21, 2020.

Steve is a frequent speaker on SEC enforcement and has participated in numerous conferences nationwide. He has also been interviewed on television news programs, including CNBC and Fox News, and programs such as Dateline and American Greed. Recent speaking engagements include:

Speaker, “SEC Reinforcement,” SIFMA GC CCO Roundtable, Chicago, IL, September 18, 2025.
Moderator, “Keynote Fireside Chat,” MFA Legal & Compliance, New York, NY, May 13, 2025.
Speaker, “SEC Post-Election Outlook: What the Election Means for Securities Industry Regulation and Enforcement,” Sidley Austin LLP, Webinar, November 18, 2024.
Speaker, “The SEC’s Role in Cybersecurity – Rulemaking, Enforcement, and Coordination with the DOJ and Other Regulators,” Securities Docket’s 2024 Securities Enforcement Forum East, Washington, D.C., November 6, 2024.
Moderator, “What's Top of Mind for GCs and CCOs,” SIFMA’s 2024 C&L Regional Seminar: New York, New York, NY, October 16, 2024.
Speaker, “SEC Post-Election Outlook: Democrat or Republican? What This Means for Securities Industry Regulation and Enforcement,” Sidley Austin LLP, Webinar, September 26, 2024.
Speaker, “Cybersecurity, Climate and More – The SEC’s Active Rulemaking Agenda and its Impact on Issuers and Regulated Entities,” Securities Enforcement Forum DC, Washington, D.C., October 25, 2023.
Moderator, “Securities Priorities,” Global Investigations Review Live: DC, April 7, 2022.
Speaker, “The Transatlantic Impact of U.S. Securities Regulation and Enforcement in a New Era of Policing,” Sidley Austin LLP, November 18, 2021.
Speaker, “Insider Trading 360: Enforcement Trends and Key Cases, Prosecutions, and Legislation,” Securities Docket SEC Enforcement Forum, November 4, 2021.
Speaker, “The SEC’s Focus on All Things ESG: Considerations for Legal and Compliance Professionals,” North Texas Ethics & Compliance Counsel, May 6, 2021.
Speaker, “New Developments in SEC Whistleblower Program,” D.C. Bar, Webcast, December 9, 2020.

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