Robin M. Bergen’s practice focuses on enforcement and regulatory matters, including examination of broker-dealers and investment advisers, as well as government and internal investigations.

Robin represents corporate clients and individuals in a broad range of government investigations involving U.S. and international governmental agencies, including the Securities and Exchange Commission, the Commodity Futures Trading Commission, the U.S. Department of Justice, FINRA, Nasdaq, State Attorneys General, UK FCA, and U.S. Congressional Committees. With deep background and knowledge in structured finance, she has particular experience advising financial services firms in enforcement matters relating to various investment products and complex financial transactions.

In addition, Robin has extensive experience in the regulation of investment companies and investment advisers, where she advises boards of directors and management on regulatory matters ranging from examinations, compliance issues, and government investigations to internal reviews and investigations.

Robin joined the firm in 1994 and became a partner in 2003.

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Notable Experience

  • A major multinational banking group in the analysis and potential waiver applications stemming from disqualifications and other collateral consequences of U.S. and non-U.S. regulatory investigations and resolutions.

  • Numerous global financial institutions in numerous regulatory and enforcement matters including compliance issues, examinations, and investigations.

  • Numerous multinational companies in investigations by the DOJ, the SEC, the CFTC, FINRA, state attorneys general, SIGTARP, congressional committees, and the UK FCA into various investment products and complex transactions, including in:

    • Government investigations involving RMBS, CMBS, CDOs, CLOs, swaps and other derivatives.
    • Industry-wide and specific investigations by the New York Attorney General’s Office involving structured products and securities matters.

  • Numerous global asset managers and broker dealers in regulatory and enforcement matters including compliance issues, examinations, and investigations under the Investment Advisers Act, Investment Company Act, and 1934 Act.

  • A major financial institution in connection with novel arrangements entered into with a specialty broker-dealer to refer repo customers to the broker-dealer and provide the broker-dealer with additional capital to support the referred repos.

  • Major financial institutions and private equity and hedge funds on adapting to securitization-related aspects of financial regulatory reform initiatives, including the development of novel structuring and product offerings.

  • Major multinational companies, investment banks directors, executive officers, asset managers, and other individuals in responding to inquiries and investigations by U.S. federal, state, and non-U.S. regulators concerning financial products and in performing internal reviews.

  • Numerous registered broker-dealers and investment advisers in connection with SEC, FINRA, and other regulatory examinations.

  • Several Fortune 500 companies and senior officers and directors in connection with SEC options backdating investigations.

  • Multiple clients in connection with SEC and other regulatory investigations stemming from the Madoff and Stanford fraud cases.

  • Numerous global asset managers and multinational companies in connection with SEC and other regulatory investigations concerning accounting, earnings management, financial fraud, and similar issues.

  • Major fund sponsors, financial institutions, and other market participants in regulatory examinations, inquiries, and investigations in cryptocurrency matters.

  • Alfred C. Toepfer International (a subsidiary of ADM) in DOJ and SEC Foreign Corrupt Practices Act (FCPA) investigations involving alleged bribery in Ukraine, including in its settlement with the SEC and DOJ.

  • Fortune 500 companies, senior officers, and directors in connection with SEC and DOJ accounting and financial fraud investigations.

  • Paradigm Capital Management in its settlement with the SEC resolving the first-ever charge of whistleblower retaliation by the SEC.

  • A company in the investigation and subsequent lawsuit by the New York Attorney General against ExxonMobil regarding climate change issues and disclosures.

  • Major corporate and financial institution clients in investigations by the NYAG under the False Claims Act involving possible fair trade and New York State tax issues relating to reporting of revenues and deductions.

  • Market participants in CFTC and SDNY investigations of swaps trading in the SSA market.

  • Independent directors and senior management of several major publicly traded companies in internal investigations and internal reviews relating to accounting and securities matters, compliance issues, and structured finance products.

  • A major private equity fund sponsor in “pay-to-play” investigations.

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Selected Activities

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  • Founding Member, Distinguished Practitioners Council, Securities and Exchange Commission Historical Society
  • Member, Executive Council, Federal Bar Association Securities Law Committee
  • Faculty; Financial Institutions, Markets, and Transactions Training Series; 2023
  • Former Member, ALI-ABA Advisory Panel on Securities Law
  • Former Vice Chair, International Securities Law Committee, DC Bar Association’s Corporation, Finance and Securities Law Section

Publications

“FinCEN Imposes AM Program and SAR Requirements on Investment Advisers,” (co-authored with Amber V. Phillips, Patrick Fuller, Rachel Gerwin, Michael G. Sanders, and Richard Bae Gong) Cleary Gottlieb Alert Memo, September 23, 2024

“SEC Enforcement Updates — Post-PFAR Developments,” (co-authored with Rachel Gerwin) Cleary Enforcement Watch blog, September 9, 2024 

“District Court Holds Missouri’s “Anti-ESG” Rules are Preempted by Federal Law, Violate First Amendment, and are Unconstitutionally Vague,” (co-authored with Francesca L. Odell, Helena K. Grannis, Lillian Tsu, Jared Gerber, Charity E. Lee, Adrian Gariboldi) Cleary M&A and Corporate Governance Watch blog, August 19, 2024 

“California Updates Diversity Reporting Law for Venture Capital Funds to Start in 2026,” (co-authored with Rachel Gerwin, Samuel Blankenship, and Anna K. Bintinger) Cleary Enforcement Watch blog, July 29, 2024 

“Supreme Court Limits SEC’s Use of In-House Adjudication; Raises Questions for Other Agencies,” (co-authored with Matthew C. Solomon, Nowell D. Bamberger, Thomas A. Bednar, Alexander Janghorbani, Samuel Levander, and Andrew Khanarian) Cleary Gottlieb Alert Memo, July 11, 2024 

“The “VACATED” Heard ’Round the World: What’s Next after the SEC Private Fund Adviser Rules?” (co-authored with Rachel Gerwin and Richard Bae Gong) Cleary Gottlieb Alert Memo, June 17, 2024 

“Keener, Almagarby, and the Scope of the “Dealer” Definition: Potential Implications for Fund Managers and other Investors,” (co-authored with James R. Burns, Brant K. Brown, and Rachel Gerwin) Cleary Enforcement Watch blog, June 10, 2024 

“Fifth Circuit Vacates Private Fund Adviser Rules in Entirety,” (co-authored with Amber V. Philips and Rachel Gerwin) Cleary Enforcement Watch blog, June 5, 2024 

“SEC Adopts Amendments to Reg S-P,” (co-authored with James R. Burns, Brant K. Brown, Amber V. Phillips, Rachel Gerwin, and Anna Bintinger) Cleary Gottlieb Alert Memo, May 23, 2024 

“Another Step Towards Federal AML Obligations for Investment Advisers,” (co-authored with Amber V. Phillips, Patrick Fuller, Michael G. Sanders, and Abby Shamray) Cleary Gottlieb Alert Memo, May 20, 2024 

“SEC Announces Reforms for Internet Investment Advisers,” (co-authored with Amber V. Phillips, Ben Rosenblum, and  Andrea Trespalacios) Cleary Enforcement Watch blog, April 15, 2024 

“SEC Announces FY 2023 Enforcement Results with Second-Highest Penalties on Record,” (co-authored with Matthew C. Solomon, Tom Bednar, Sarah Choi, Andrea Trespalacios and Justin M. McCoy) Cleary Enforcement Watch blog, November 27, 2023

“SEC Staff Play the Hits: 2024 Exam Priorities Focus on Private Funds, Marketing and Crypto,” (co-authored with Elizabeth Lenas, Amber V. Phillips, and Anna Bintinger) Cleary Enforcement Watch blog, October 19, 2023

“SEC Risk Alert on Examinations: Who Gets Examined and Scope of Exams,” (co-authored with Amber V. Phillips and Lyric Gupta) Cleary Enforcement Watch blog, September 12, 2023 

“Fund Rules Dampened, Not Defanged,” (co-authored with Maurice Gindi, Emily Alfano, Lyric Gupta, Lauren Heller, and Amber Phillips) Cleary Gottlieb Alert Memo, August 31, 2023; republished by Columbia Law School’s Blue Sky Blog, September 12, 2023

“SEC Proposes Rules Limiting the Use of Artificial Intelligence by Registered Investment Advisers and Broker-Dealers,” (co-authored with Brant Brown, James R. Burns, Lyric Gupta, Jennifer Kennedy Park, Rahul Mukhi, and Mohit Rathi) Cleary Gottlieb Alert Memo, August 1, 2023

“SEC Expands the Scope of Its Marketing Rule Examination Sweep – But Still No Guidance,” (co-authored with Amber V. Phillips and Ben Rosenblum) Cleary Enforcement Watch blog, June 14, 2023

“The First Shoe Drops—SEC Adopts the Initial Amendments to Form PF,” (co-authored with Amber V. Phillips, Ben Rosenblum, and Andrew Schaengold) Cleary Enforcement Watch blog, May 12, 2023

“SEC Continues to Shine Light on Cyber and Data Security: Proposes Amendments to Regulation S-P,” (co-authored with James R. Burns, Ben Rosenblum, and Joe Wakeford) Cleary Enforcement Watch blog, April 12, 2023

“SEC Risk Alert Identifies Key Compliance Issues for New (and Not New) Registered Advisers,” (co-authored with Amber V. Phillips and Lyric Gupta) Cleary Enforcement Watch blog, March 30, 2023

“SEC Proposes Custody Rule Overhaul: Will More Obligations and Higher Costs Ensure More Security for Client Assets?,” (co-authored with James R. Burns, Ben Rosenblum, Andrew Schaengold) Cleary Gottlieb Alert Memo, March 1, 2023

“U.S. SEC Enforcement 2022 Year in Review,” (co-authored with Matthew C. Solomon, Tom Bednar, Alexander Janghorbani and Meghan A. Leibold), December 5, 2022.

“13F Filers Have Another Reporting Obligation Coming Their Way,” (co-authored with Adam Fleisher, Jeffrey D. Karpf, and Jonathan R. Povilonis) Cleary Gottlieb Alert Memo, November 9, 2022

“FINCEN’s Corporate Beneficial Ownership Reporting Rule: Significance for Investment Advisers,” (co-authored with Patrick Fuller, Michael G. Sanders, Benjamin Hayes and Ben Rosenblum) Cleary Enforcement Watch blog, October 21, 2022

“SEC Releases Slate of Enforcement Actions Against Advisers Related to Custody Rule Violations and Form ADV Deficiencies,” (co-authored with Benjamin Hayes and Ben Rosenblum) Cleary Enforcement Watch blog, September 20, 2022

“New ESG Rule Proposal Raises the Stakes under SEC’s New Marketing Rule,” (co-authored with Tom Bednar, Amber V. Phillips and Lauren Heller) Cleary Enforcement Watch blog, June 1, 2022

“SEC’s ESG Task Force Comes Out Swinging with Inaugural Enforcement Action Ahead of New ESG Disclosure Rules,” (co-authored with Amber V. Phillips and Benjamin Hayes) Cleary Enforcement Watch blog, May 26, 2022

“SEC Division of Examinations Reinforces Gensler Initiatives in its 2022 Exam Priorities,” (co-authored with Tom Bednar, Amber V. Phillips and Ben Rosenblum) Cleary Enforcement Watch blog, April 5, 2022

“SEC Takes Aim at Crypto Lending in BlockFi Settlement; Calls on Market to “Come into Compliance”: Is Regulatory Clarity Coming Soon?,” (co-authored with David Lopez, Michael A. Mazzuchi, Tom Bednar, Tom Standifer) Cleary Gottlieb Alert Memo, February 28, 2022

“Gensler Goes to the Mattresses,” (co-authored with Amber V. Phillips, Veronica Joubert, Maurice R. Gindi, Lauren Heller) Cleary Gottlieb Alert Memo, February 15, 2022

“SEC’s “Shadow Trading” Insider Trading Case Allowed to Proceed,” (co-authored with Amber V. Phillips, Veronica Joubert, Maurice R. Gindi, Lauren Heller) Cleary Gottlieb Alert Memo, January 31, 2022

“SEC’s “Shadow Trading” Insider Trading Case Allowed to Proceed,” (co-authored with Adam E. Fleisher, Matthew C. Solomon, Daniel Montgomery and Tom Standifer) Cleary Enforcement Watch blog post, January 24, 2022

“SEC Staff Risk Alert Lays a Marker for Advisers on ESG Focus Areas,” (co-authored with Zachary L. Baum, Elizabeth Lenas) Cleary Gottlieb Alert Memo, April 14, 2021; republished by Harvard Law School Forum on Corporate Governance, April 28, 2021.

“Turning the Page: Highlights of the SEC’s Division of Examination’s 2021 Priorities,” (co-authored with Zachary L. Baum, Veronica Joubert) Cleary Enforcement Watch blog post, March 8, 2020.

“Priorities, Trends and Developments in Enforcement and Compliance,” (co-authored with Joon H. Kim, Matthew C. Solomon, Lisa Vicens and Samuel Levander) Selected Issues for Boards of Directors in 2021, January 11, 2021.

“SEC Brings Enforcement Action Against Global Brokerage Company, Finding False and Misleading Statements In Connection With Non-GAAP Financial Measures,” (co-authored with Nick Grabar, Lisa Vicens and Matthew C. Solomon) Cleary Enforcement Watch blog post, November 9, 2020.

“Despite Disagreements, SEC Commissioners Emphasize Need for Clear Disclosure by ESG Funds,” (co-author with Alex Janghorbani and John Lightbourne) Cleary Enforcement Watch blog post, September 24, 2020.

“CFTC Division of Enforcement Releases Guidance on Evaluating Compliance Programs,” co-author, Cleary Gottlieb Alert Memorandum, September 15, 2020; republished by New York University School of Law Compliance & Enforcement Blog, September 17, 2020

“OCIE Risk Alert Reinforces Key Focus Areas for Private Funds,” (co-author with Zachary L. Baum, John Anderson Lightbourne and Alexander Janghorbani), Cleary Gottlieb Alert Memorandum, June 26, 2020; republished by the New York University School of Law Compliance & Enforcement Blog

“Supreme Court Upholds, with Limits, the SEC’s Authority to Seek Disgorgement,” (co-author with Breon S. Peace, Alexander Janghorbani and Matthew C. Solomon), Cleary Gottlieb Alert Memorandum, June 25, 2020.

“SEC Chief Accountant Weighs in on Accounting Issues During the COVID-19 Outbreak,” (co-author with Sandra L. Flow, Nicolas Grabar, Abena Mainoo, Matthew C. Solomon), Cleary Enforcement Watch blog post, April 9, 2020.

“OCIE Cybersecurity and Resiliency Observations and Best Practices,” (co-author with Alexis Collins, Zachary Baum and Veronica Joubert) Cleary Cybersecurity and Privacy Watch blog post, February 5, 2020.

“Second Circuit: Criminal Fraud Statutes Do Not Require Prosecutors to Show that Tippers in Insider-Trading Cases Received a ‘Personal Benefit,’” (co-author with David E. Brodsky, Lev L. Dassin, Victor L. Hou, Jonathan S. Kolodner, and Matthew C. Solomon) Cleary Gottlieb Alert Memorandum, January 13, 2020

“SEC Proposes Overhaul of Advertising and Solicitation Rules for Investment Advisers,” (co-author with Richard S. Lincer, Adrian Rae Leipsic, and Alexander Janghorbani) Cleary Gottlieb Alert Memorandum, November 18, 2019

“Headwinds and Shifting Priorities: Beyond the Numbers In The SEC Enforcement Division’s 2019 Annual Report,” (co-author with Matthew C. Solomon, Alex Janghorbani, Jenny Paul, and Samuel H. Chang) November 11, 2019; republished by the New York University School of Law Compliance & Enforcement Blog, November 12, 2019

“Second Circuit Decision Finds Implied Private Right of Action Under the Investment Company Act,” (co-author with Rich Lincer and Adam Brenneman) September 18, 2019; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation, October 7, 2019; republished by Wall Street Lawyer, October 2019

“Securities & Related Investigations – Introduction,” (co-author with David Brodsky and Samuel Chang), Global Investigations Review, September 18, 2019.

“Proposed Bad Actor Disqualification Act of 2019 Would Severely Limit the Availability of Waivers for Institutions Entering into Settlements with the SEC and DOJ,” (co-author with Matthew Solomon, Joon Kim, and Alexander Janghorbani), Cleary Gottlieb Alert Memorandum, July 9, 2019; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation, July 20, 2019.

“SEC Adopts Best Interest Standard for Broker-Dealers and Fiduciary Duty Guidance for Investment Advisers,” (co-author with Richard S. Lincer, Colin D. Lloyd, Carl F. Emigholz, Zachary L. Baum and Jim Wintering), Cleary Gottlieb Alert Memorandum, June 20, 2019.

“SEC Privacy Risk Alert may Foreshadow Upcoming Reg S-P Enforcement Against Broker-Dealers, Investment Advisers,” (co-author with Margot Gianis Mooney, Anne Titus Hilby and Jim Wintering), Cleary Cybersecurity and Privacy Watch blog post, May 15, 2019.

“CFTC Division of Enforcement Releases First Public Enforcement Manual,” (co-author with Breon Peace and Nowell D. Bamberger), Cleary Gottlieb Alert Memorandum, May 13, 2019.

“FINRA Proposes Rules Targeting Firms With History of Misconduct,” (co-author with Carl F. Emigholz, Phillip L. Hurst and Samuel H. Chang), Cleary Enforcement Watch blog post, May 13, 2019.

“Retail, Remedies, Resources and Results: Observations From the SEC Enforcement Division 2018 Annual Report,” (co-author with Matt Solomon, Alexis Collins, Anne Hilby, and Adam Motiwala, November 6, 2018; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation, November 24, 2018.

“Virtual Currencies, Manipulation, Cooperation, and More: CFTC Enforcement Division’s 2018 Annual Report,” (co-author with Nowell Bamberger and Emily Michael), Cleary Enforcement Watch blog post, November 26, 2018; republished by New York University School of Law Compliance & Enforcement Blog, November 28, 2018.

GIR “Securities and Related Investigations Know-How Guide,” Global Investigations Review, Co-editor of the guide and co-author of the USA chapter, October 25, 2018.

“SEC Proposes New Best Interest Standard for Broker-Dealers and “Clarification” of Existing Fiduciary Standard for Investment Advisers,” (co-author with Carl F. Emigholz, Arthur H. Kohn, Colin D. Lloyd and Alexander Janghorbani), Cleary Gottlieb Alert Memo, May 2, 2018.

“Pitfalls of Voluntary Remediation by Investment Firms,” (co-author with Adrian Rae Leipsic, Matthew Solomon, and Alexis Collins), Law360, February 8, 2018.

“Analysis of SEC Enforcement Division Annual Report,” (co-author with Matthew Solomon and Alexis Collins), Harvard Law School Forum on Corporate Governance and Financial Regulation, December 6, 2017.

GIR “Securities and Related Investigations Know-How Guide,” Global Investigations Review, October 17, 2017. Co-editor of the guide and co-author of the USA chapter.

“CFTC Announces New Enforcement Strategy Focused on Self Reporting,” co-author, Cleary Gottlieb Alert Memorandum, September 26, 2017.

“CFTC Approves Amendments to Whistleblower Rules Including Significant Enhancements of its Anti-Retaliation Protections,” co-author, Cleary Gottlieb Alert Memorandum, May 25, 2017.

“SEC Adopts Form ADV Amendments for Affiliated Advisers and Separately Managed Accounts,” co-author, Cleary Gottlieb Alert Memorandum, August 30, 2016.

“SEC Proposes Rules to Require Business Continuity and Transition Plans for Registered Investment Advisers,” co-author, Cleary Gottlieb Alert Memorandum, July 7, 2016.

GIR “Securities and Related Investigations Know-How Guide,” Global Investigations Review, February 4, 2016. Co-editor of the guide and co-author of the USA chapter.

Thomson Reuters’ News & Insight (contributor, 2010-2012).

“The Role of the Board in Turbulent Times... Overseeing Internal Investigations,” The Conference Board: Executive Action Series (February 2009).

“Advising Corporate Clients in Securities Enforcement Investigations,” Common Issues in Securities Law: Leading Lawyers on Managing Client Expectations, Evaluating Securities Investigations, and Identifying Key Issues in U.S. Securities Law (Aspatore, 2008).

Events