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Toby M. Galloway

Shareholder; Co-Chair, Securities Litigation & Enforcement

Toby Galloway is Co-Chair of Winstead's Securities Litigation & Enforcement Practice Group. He also practices in the areas of white-collar defense, governmental & internal investigations, and business litigation. Before developing his private practice, he served as an attorney with the United States Securities and Exchange Commission, in roles of increasing responsibility, for more than 11 years.

During his last four years at the SEC, Toby was the chief trial counsel for the Commission’s Fort Worth Regional Office. In this capacity, he supervised all litigation for a four-station region. In addition, he handled his own caseload, prosecuting civil enforcement actions involving alleged violations of the federal securities laws. He also served as a Special Assistant United States Attorney for the Northern District of Texas, prosecuting white-collar crime.

Toby routinely practices before the SEC, CFTC, FINRA, DOJ, Texas State Securities Board, and other state securities regulators, as well as the PCAOB and other regulatory and law enforcement agencies. Toby represents public companies, audit committees and special committees, hedge funds, private equity funds, asset managers, broker-dealers, registered investment advisers, accountants and lawyers, and other institutions in government investigations, securities law enforcement and litigation. He also represents aggrieved investors, and handles complex business litigation and has experience in healthcare fraud.

Toby is a co-author for Winstead’s Securities Litigation and Regulatory Enforcement blog.

Experience

Representative Matters:

  • Provide advice regarding CARES Act Paycheck Protection Program (PPP).
  • Represent former CEO of NYSE-listed company in securities and shareholder derivative litigation, as well as SEC investigation, involving alleged related-party transactions and issues pertaining to internal controls over financial reporting (ICFR).
  • Represent former COO of NASDAQ-listed company in SEC investigation involving ICFR.
  • Defend former CFO of NASDAQ-listed company in SEC investigation involving executive compensation and ICFR.
  • Represent entrepreneur in SEC insider-trading investigation.
  • Defended former CEO of large healthcare centers in SEC investigation (no charges filed), adversary proceeding brought by trustee in bankruptcy court (obtained partial summary judgment and negotiated favorable settlement), and shareholder litigation brought by large investor (negotiated favorable settlement).
  • Represented oil-and-gas executive in SEC investigation (no charges filed).
  • Represented option-trading hedge fund in SEC investigation into whether fund engaged in market manipulation, including matched trades, wash sales, layering, spoofing (investigation closed with no charges being filed).
  • Represented investment adviser in two separate SEC investigations (no charges filed).
  • Conducted internal investigation for NYSE-listed company regarding internal controls issues.
  • Assisted NYSE-listed company in responding to federal inquiry involving Foreign Corrupt Practices Act (FCPA).
  • Provided advice regarding FCPA compliance issues.
  • Represent clients in numerous governmental investigations, including by Department of Justice, various state securities regulators, and other governmental and quasi-governmental bodies.
  • Obtained unanimous defense jury verdict in securities fraud case in Texas State court in which the plaintiffs sought $24 million in actual damages and unspecified punitive damages from nine former officers and directors of a public company previously listed on the NYSE. Claims included alleged violations of the Texas Securities Act and various common-law claims.*
  • Represented private equity fund in SEC investigation. No charges brought.*
  • Represented former officers of public company in accounting and disclosure investigation by SEC.*
  • Handled federal public corruption investigation with no charges filed.*
  • Represented municipal advisor in SEC proceedings.*
  • Defended client in insider-trading investigation.*
  • Represented client in cryptocurrency investigation.*
  • Lead counsel in purported federal shareholder derivative litigation. Negotiated walk-away settlement in which the plaintiffs took nothing.*

Experience at SEC:

  • Tried securities fraud case against issuer of fraudulent notes in what the court described as a “quintessential Ponzi” scheme.
  • Successfully handled an administrative proceeding involving fraud and failure-to-supervise claims against principal of captive broker-dealer fraudulently selling interests in oil-and-gas wells.
  • Represented SEC in three-day bench trial involving deceptive market-timing mutual fund transactions executed by broker-dealer for its hedge-fund client. Court granted all relief sought by SEC.
  • Lead counsel in securities fraud case against former senior executives at a prominent software company. The case involved billion-dollar restatement of financial results compounded by extensive insider trading. Secured favorable settlement for the SEC.
  • Lead counsel in securities case involving five-billion-dollar round-trip energy-trading scheme by two Fortune 500 companies.
  • Lead counsel in securities fraud case arising from highly structured, complex off-balance-sheet transaction by Fortune 500 company. The transaction involved improper accounting for derivatives that enabled the company to manufacture $300 million of operating cash flow.
  • Lead trial counsel in emergency action involving $170 million Ponzi scheme targeting evangelical Christians. Obtained full relief sought by Commission. Parallel criminal case resulted in multiple convictions.
  • Successfully prosecuted emergency insider-trading case against foreign nationals residing in Panama. Prompt action and international cooperation led to freezing $900,000 in Panamanian bank account. Obtained $1.3 million judgment resulting in recovery of 100% of insider-trading proceeds.
  • Lead counsel in case involving international market-manipulation scheme. Obtained full injunctive relief, officer-and-director and penny-stock bars and disgorgement of $840,000 from Canadian citizen.
  • Lead trial counsel in first insider-trading case involving the “misappropriation” theory of liability in the Fifth Circuit.
  • Serving as a Special Assistant United States Attorney, prosecuted tax professional for making false statements to the SEC.
  • Local counsel in misappropriation insider trading case against owner of NBA basketball team.
  • Lead trial counsel in emergency action against hedge fund engaged in fraudulent foreign currency scheme. Obtained full relief and assisted criminal authorities with parallel prosecution. Recovered and returned 100% of fraudulent proceeds to investors. Given United States Attorney’s Award for the District of Connecticut for work on this case.
  • Lead counsel in emergency action involving fraudulent T-Bill trading program by, among others, a former Dallas Cowboy player. Obtained full relief and returned 75% of fraudulent proceeds to investors.
  • Lead counsel in emergency action against former CEO of investment firm for perpetrating Ponzi scheme that used former NFL players and Heisman Trophy winners to deceive investors. Obtained full relief for SEC. Defendant sentenced to 17 years in prison in parallel criminal proceeding.

* Client matter handled prior to joining Winstead