Sarah Heaton Concannon is a nationally recognized first-chair trial and appellate lawyer who serves as Co-Chair of Quinn Emanuel’s SEC Enforcement Defense practice and is resident in the firm’s Washington, D.C. and New York offices. Sarah has over two decades’ experience representing and advising public companies, private funds, hedge funds, investment advisers, boards, audit committees, senior executives, and other individuals in bet-the-company litigation and governmental investigations. Sarah brings together a practical, results-driven, client-centric focus, outstanding academic credentials, and a unique depth of knowledge regarding how to best navigate governmental and regulatory processes to achieve results for clients.
Sarah recently held senior positions at the U.S. Securities and Exchange Commission (SEC). As Senior Trial Counsel at the SEC, Sarah litigated and investigated a wide array of securities matters, including actions for fraud, market manipulation, breaches of fiduciary duty, insider trading, violations of the Foreign Corrupt Practices Act (FCPA), excessive mark-ups, and disclosure and books and records violations. Sarah’s federal district court litigations included high-profile and ground-breaking matters of key significance to the Commission, hundreds of millions of dollars recovered on behalf of investors, and multiple parallel criminal actions with the U.S. Department of Justice and U.S. Attorneys’ Offices. Sarah was undefeated in dispositive motions, at trial, and on appeal.
While at the SEC, Sarah provided strategic advice and counsel in crypto and digital asset matters and also worked closely with both the Office of General Counsel and the Co-Directors of Enforcement on crypto-policy and the application of the Howey Test to evolving technologies. Sarah has extensive experience handling matters involving cross-border enforcement, blocking statutes, and the IOSCO Multilateral Memorandum of Understanding. She was a key member of a cross-divisional SEC team focused on uncovering potential violations of U.S. securities laws by entities and individuals located in the People’s Republic of China (PRC), and a go-to resource for the SEC’s coordinated enforcement response to legal developments in the PRC.
Sarah also served as a member of the executive staff of the SEC’s Division of Enforcement as Senior Counsel to the Directors. In that capacity, she advised the Directors on enforcement matters and regularly liaised with the Chairman and Commissioners. Sarah prepared Congressional correspondence and testimony and aided Congress in considering and drafting legislation, including related to insider trading, statutes of limitations, disgorgement, and restitution. As a result of having served on the Division’s executive staff, Sarah is uniquely situated to help clients navigate the SEC’s Wells process and cooperation program. In 2020, Sarah received the SEC’s Douglas Adams Award for significant contributions to improving the effectiveness of the National Examination Program through personal leadership, and, in 2019, she received the Division Directors Award for her efforts securing tens of millions of dollars in unlawful trading assets in SEC v. Longfin Corp., et al., 18 Civ. 2977-DLC (S.D.N.Y.).
Before joining the SEC, Sarah was a senior partner at a premier international law firm, where she led the representation of Global 500 companies and financial institutions in a broad range of complex securities and business disputes. Sarah also represented clients in criminal and quasi-criminal proceedings brought by federal and state authorities, including the SEC, FINRA, the U.S. Department of Justice, and various state attorneys general. She advised clients in connection with enforcement matters, private lawsuits, multi-party and shareholder class actions, and on subject-matters including securities, contract law, antitrust, energy, products liability, cybersecurity, data privacy, SAR compliance, anti-money laundering, and insurance, risk, and compliance matters. Sarah has been certified as an anti-money laundering specialist by the Association of Certified Anti-Money Laundering Specialists (ACAMS).
Sarah is a frequent speaker at industry and legal conferences, both within her substantive areas of expertise and on trial and practical litigation skills. Sarah’s recent public engagements include speaking on developments in governmental investigations and enforcement at the DC Bar Association and the American Bar Association’s conferences. She often speaks on cross-border regulation and enforcement.
Selected Private Representations:
- Counsel to multiple crypto and digital asset companies, including several blockchain platforms and marketplaces, layer one and layer two developers, leading digital asset venture and investment funds, and NFT developers and founders.
- Counsel to crypto asset company and its founder in litigated private securities putative class action under Section 12 of the Exchange Act and for alleged securities fraud pending in California Superior Court and the U.S. District Court for the Northern District of California.
- Counsel to stablecoin company and its principals in litigated private securities putative class action under Section 12 of the Exchange Act pending in California Superior Court.
- Counsel to multiple private funds and their founders and principals in connection with confidential governmental investigations.
- Counsel to senior executive of public company in governmental investigation resulting in declination of all charges.
- Counsel to board member and investor in governmental investigation for alleged market manipulation and insider trading.
- Counsel to Express Scripts, one of the largest pharmacy benefit managers in the U.S., in defense of multiple putative class actions alleging violations of federal and state antitrust and civil RICO statutes.
- Lead trial counsel to former Red Sox pitcher, Curt Schilling, in Rhode Island Economic Development Corporation v. Wells Fargo Securities LLC et al., C.A. No. PB 12-5616 (R.I. Super.), in Rhode Island Superior Court, against claims of fraud, misrepresentation, conspiracy and quasi-criminal statutory violations stemming from its multi-million dollar investment in Mr. Schilling’s company, 38 Studios LLC.
- Trial counsel to major generic pharmaceutical manufacturer, Teva Pharmaceuticals USA, Inc., as a plaintiff at trial in the United States District Court for the District of Delaware in litigation under the Sherman Act and state common law challenging a novel “product hopping” scheme. After a two-week trial, achieved an eve-of-closing settlement.
- Trial counsel to major power-production facility, Entergy Nuclear Vermont Yankee, in the matter captioned In re Entergy Nuclear Vermont Yankee Discharge Permit Number 3-1199, Docket No. 89-4-06 (Vt. Envtl. Ct.), a governmental and citizen-suit de novo appeal under state clean water act. Wins at trial and on appeal enabled the company to avoid regulations that would have put it out of business.
- Counsel to multinational bank and the nation’s largest mortgage originator and sponsor in multiple actions stemming from the financial crisis, including favorable eve-of-trial settlement.
- Counsel to leading financial services company and broker-dealer in connection with confidential investigation into allegations by the Commission of impropriety under the Investment Advisers Act of 1940 and the Investment Company Act of 1940.
- Counsel to Prudential Financial, Inc. in putative class action for fraud and misrepresentation captioned Bauer v. Prudential Financial, Inc., No. 09CV1120 (JLL), 09-1771 (JLL), 2010 WL 2710443 (D.N.J. June 29, 2010). Based solely on motion to dismiss and without oral argument, the U.S. District Court for the District of New Jersey dismissed the putative plaintiff class’ claims against Prudential Financial. Successfully argued that plaintiffs failed to plead a single fact suggesting that defendants misrepresented or omitted anything as it existed at the time of the offering, and that plaintiffs’ allegations were instead implausible speculation, contradicted by the very documents on which they relied.
- Counsel to leading international financial services company, Nomura Asset Acceptance Corporation, in its successful and groundbreaking motion to dismiss a putative class action complaint asserting claims under the Securities Act in Plumbers’ Union Local No. 12 Pension Fund v. Nomura Asset Acceptance Corp., Civ. A. No. 08-10446-RGS (D. Mass.), and on appeal to the United States Court of Appeals for the First Circuit in Plumbers’ Union Local No. 12 Pension Fund v. Nomura Asset Acceptance Corp., No. 09-2596 (1st Cir.).
- Counsel to Fidelity Management and Research Co. and its trustees in Bennett v. Fidelity Management & Research Co., No. 1:04CV11651 (D. Mass.), in litigation arising under the Investment Company Act of 1940 for allegedly excessive management fees.
- Counsel to high-ranking officer of a publicly traded company in a confidential SEC investigation for securities fraud and improper revenue recognition, as well as in a parallel criminal investigation; achieved a favorable pre-complaint settlement with the SEC and pre-indictment resolution with the U.S. Attorney’s office, where co-defendant was charged and found liable at trial.
Selected Public SEC Matters:
- Lead trial counsel in jury trial against senior executive for violations of the antifraud provisions of the federal securities laws. Jury returned verdict in less than an hour, unanimously finding defendant liable on all counts. Sole author of remedies briefing and reconsideration motions that resulted in award of injunctive relief and monetary relief totaling nearly $5 million. Verdict upheld on appeal to the U.S. Court of Appeals for the Eleventh Circuit. U.S. Supreme Court denied defendant’s petition for writ of certiorari.
- Trial counsel in administrative trial concerning respondents’ repeated violations of the registration requirements set forth in Section 5 of the Securities Act of 1933, as well as issuer’s improper revenue recognition and recordkeeping violations under Section 13 of the Securities Exchange Act of 1934. ALJ issued Initial Decision finding respondents liable and ordering injunctive relief, nearly $2 million in disgorgement, and civil money penalties.
- Lead appellate counsel in action under the Equal Access to Justice Act for recovery of fees and expenses following a three-week administrative proceeding, after which ALJ issued Initial Decision dismissing all claims against respondents.
- Lead trial counsel in unprecedented district court action against a registered broker dealer for repeated violations of Rules 200(g) and 203(b)(1) of Regulation SHO [17 C.F.R. §§ 242.200(g), 242.203(b)(1)] under the Exchange Act.
- Lead trial counsel in accounting fraud action against a brand-management company for violations of the antifraud, reporting, books and records, and internal controls provisions of the securities laws stemming from improper circumvention of governing accounting principles to avoid and delay impairment to over $300 million of goodwill for one-year period.
- Lead trial counsel in accounting fraud action against former senior accounting executives and a Canadian oil and gas company for an extensive, multi-year accounting fraud. Prevailed on motions to dismiss and successfully secured settlements with all defendants.
- Lead trial counsel in emergency action against corporation, Chief Executive Officer, and three individuals under Section 5 of the Securities Act for unlawful distributions and insider sales of over $30 million in restricted shares of a Nasdaq-listed company purporting to be in the cryptocurrency business. Emergency action and asset freeze secured over holiday weekend and confirmed through preliminary injunction successfully prevented tens of millions of dollars in unlawful trading proceeds from leaving the United States.
- Trial counsel in emergency action charging offshore fund and two individuals with engaging in a fraudulent scheme to defraud investors; obtained asset freeze safeguarding nearly $100 million in investor funds at risk of immediate dissipation.
- Lead trial counsel in accounting fraud action against issuer and its general counsel for failing to disclose a material loss contingency or record an accrual for a governmental investigation when required to do so under governing accounting principles and the securities laws.
- Sole trial counsel in SEC v. William Z. (“Billy”) McFarland, et al.¸18 Civ. 3694-JGK (S.D.N.Y.), a settled action concerning violations of the securities laws stemming from multi-million dollar offering fraud perpetrated by McFarland, with substantial assistance from the former Chief Marketing Officer and a consultant. Successfully negotiated favorable multi-million dollar settlements with McFarland and other individuals for violations of the antifraud provisions of the securities laws and unregistered distributions of stock in unregistered transactions.
- Trial counsel and member of investigative team in settled action against one of the world’s largest food and beverage companies, its former Global Head of Operations, and its former Chief Procurement Officer for violations of the antifraud, reporting, books and records, and internal controls provisions of the securities laws due to improper revenue recognition and reduction of cost of goods sold, which gave rise to a Restatement.
- Sole trial counsel in settled action under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder against insider for trading on material non-public information concerning the merger of two transportation companies.
- Sole trial counsel in settled action under Section 15(g) of the Exchange Act for failure to establish, maintain, and enforce written policies and procedures reasonably designed to prevent the dissemination of material non-public information.
- Trial counsel in settled actions with two multinational banks and broker-dealers, as well as their supervisors, traders, and salespersons for violations of the antifraud provisions of the securities laws for material misrepresentations to counterparties during negotiations of purchases and sales of residential mortgage-backed securities and for undisclosed excessive markups on intraday purchases of non-agency residential mortgage-backed securities.
- Sole trial counsel in settled action for violations of the Foreign Corrupt Practices Act (FPCA) and the Cuba Sanctions Act in connection with improper payments to state-owned entities, as well as provision of gifts and travel to government personnel, in Peru, China, Cuba, Mexico, and Columbia.
- Antitrust & Competition
- Appellate Practice
- Class Action Litigation
- Crisis Law & Strategy Group
- Data Privacy & Security
- Delaware Practice
- Blockchain and Digital Asset Practice
- Environmental, Social and Governance, ESG Litigation
- Government & Regulatory Litigation
- Investigations, Government Enforcement & White Collar Criminal Defense Practice
- Investment Fund Litigation
- Mergers & Acquisitions Litigation
- Securities Litigation
- Structured Finance & Derivatives Litigation
- Securities Enforcement Defense Practice
- Harvard Law School
(J.D., magna cum laude, 2000)
- Harvard Law Review:
- Executive Editor, Vol. 112-113
- Harvard Journal of Law and Public Policy:
- Editor, Vol. 21
- Editor, Vol. 21
- Harvard Law Review:
- University of Florida
(B.A., English, summa cum laude, 1996)
- Phi Beta Kappa
- The District of Columbia Bar
- The State Bar of New York
- The State Bar of Massachusetts
- The State Bar of New Hampshire (inactive)
- United States Supreme Court
- United States Courts of Appeals:
- First Circuit
- Third Circuit
- United States District Courts:
- Southern District of New York
- District of Massachusetts
- United States Securities and Exchange Commission:
- Senior Trial Counsel, Division of Enforcement, 2016-2021
- Senior Counsel to the Directors of the Division of Enforcement, 2019
- Goodwin Procter LLP:
- Equity Partner, 2011-2016
- Income Partner, 2007-2011
- Associate, 2001-2007
- Cambridge District Attorney's Office:
- Special Assistant District Attorney, 2005
- Special Assistant District Attorney, 2005
- Law Clerk to the Honorable William G. Young:
- U.S. District for the District of Massachusetts, 2001
- Securities and Exchange Commission, Douglas Adams Award
- Securities and Exchange Commission, Division of Enforcement, Division Director Award
- Washington, D.C. Super Lawyers, Securities Litigation
- Massachusetts Lawyer’s Weekly, Top Women in Law
- National Law Journal and Connecticut Law Tribune, Boston Rising Star (“Top 40 under 40”)
- Law & Politics and Boston Magazine, Massachusetts Super Lawyer and Rising Star
- DOJ Charges Former NFT Marketplace Employee with Insider Trading
- SEC Proposes Sweeping New Regulatory and Enforcement Regime for Private Funds and Private Market Participants
- Review of 2021 Trends in SEC Crypto Enforcement Actions
- What to Expect from SEC Enforcement: Regulation Best Interest
- SEC and DOJ Signal Aggressive Stance to Corporate America
Publications and Lectures:
- Hidden Implications of SEC’s Proposed Private Funds Rules (April 27, 2022)
- Guest Appearance, Episode 53, inSecurities Podcast, Special Episode - The 2021 SEC Enforcement Report
- Symposium Fireside Chat with Prof. Robert Eccles, Renowned ESG Thought Leader, Temperatures Rising: Risks and Opportunities from Anticipated ESG Disclosure Regulation
- American Bar Association, 2020 Litigation Section Annual Conference, Recent Developments in Governmental Investigations and Enforcement (Notable Speaker)
- SEC, Division of Enforcement and Office of International Affairs, Cross-Border Regulation and Enforcement (Panelist)
- SEC’s Division of Enforcement, First-Chair Trial Work in Government and Private Practice (Panelist)
- SEC’s Office of International Affairs, Updates on Cross-Border Enforcement Matters (Panelist)
- SEC’s Office of International Affairs, Seminar on Accounting Fraud for International Securities Regulators (Instructor)
- Harvard Law School Alumnae Association of New York, From Fyre Festival to Pharma Bro: The Rise and Fall of Infamous Fraudsters (Panelist)
- Proposed Amendments to Exchange Act Rule 15c2-11 (Contributor)
- Boston University, Questrom School of Business, Insider Trading (Guest Instructor)
- The Directors Letter, Boardroom Video Series, Insider Trading (Featured Speaker)
- The Directors Letter, Boardroom Video Series, Cybersecurity (Featured Speaker)
- Practicing Law Institute, Mock Juries Webinar (Instructor)
- Best Practices for Preserving Corporate Attorney-Client Privilege in Massachusetts, Massachusetts Lawyers Journal, Vol. 24, No. 2, at 26, 33 (Nov./Dec. 2016) (Co-Author)
- Seth Stern, In it Together? Do Recent U.S. Supreme Court Decisions on Class Actions Mean Less Security in Numbers?, Harvard Law Bulletin, Fall 2014, Volume 66, No. 1 (Featured Speaker)
- Isha Marathe, Law.com, New Assets, Same Howey Test: Attorneys Should Heed Securities Law When Giving NFT Advice (April 22, 2022)
- Dylan Jackson, The American Lawyer, Big Law Securities Practices Bulk Up Crypto Services as Legitimacy and Regulation Increase (Nov. 3, 2021)
- Justine Wise, Law360, Ex-SEC Senior Trial Atty Jumps to Quinn Emanuel (Nov. 1, 2021)
- Beth Olson, Bloomberg Law, Quinn Emanuel Lands Senior Securities Litigator Concannon, (Nov. 1, 2021)
- David Thomas, Reuters, Quinn Emanuel Taps SEC Lawyer to Co-Chair Enforcement Practice (Nov. 1, 2021)
- Dylan Jackson, The American Lawyer, Quinn Emanuel Brings On New SEC Enforcement Co-Chair (Nov. 1, 2021)
Selected Professional Activity:
- Member, District of Columbia Bar Association
- Member, New York State Bar Association
- Member, Massachusetts Bar Association
- Member, Working Group on Massachusetts Superior Court Proposed Discovery Reforms, Massachusetts Bar Association, Complex Commercial Litigation Section
- Member, National Association of Women Lawyers, 2007–2016
- Member, Women in Law Empowerment Forum, 2013–June 2016
- Steering Committee Member, Harvard Law School Alumnae Association of Massachusetts
- Member, Harvard Law School Alumnae Association of New York
- Member, Harvard Law School Alumni Association
- Member, Phi Beta Kappa Society
Selected Community Activity:
- Board and Audit Committee Member, The New England Center & Home for Veterans, 2013–2016
- Member, LeadBoston – YW Boston, 2015–Present
Selected Pro Bono Activity:
- Co-author, Brief of Amicus Curiae National Association of Public Defense Lawyers in Support of Defendant-Appellee and Affirmance, in United States v. Lewis, No. 21-2621 (3d Cir.)
- Co-author, Brief of Amicus Curiae Massachusetts Association of Criminal Defense Lawyers in Support of Defendant-Appellant, No. SJC-11895, 2015 WL 6517838 (Oct. 19, 2015), in Commonwealth v. Vargas, SJC-11895 (Mass.)
- Co-author, Brief of Gay and Lesbian Advocates and Defenders (GLAD) in Goodridge v. Dep’t of Public Health, 440 Mass. 309 (Nov. 18, 2003)
- Counsel to Courageous Parents Network, a non-profit provider of expert guidance and virtual community to parents and families of children living with serious illness
- Counsel to individual seeking assistance with the U.S. Parole Commission in obtaining early release from a life sentence
- Counsel to Staten Island pre-school serving underprivileged Hispanic children
- Counsel to indigent criminal defendants, Committee for Public Counsel Services, Bar Advocate, 2003–2005