Denver G. Edwards

Principal

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Denver G. Edwards
Denver G. Edwards

Denver G. Edwards is a Principal and a member of the firm’s Securities practice group. He is a trusted advisor to individuals and companies in times of crisis.

Denver represents corporations and individuals in federal and state regulatory investigations, regulatory proceedings, corporate internal investigations and litigation.  He has represented individuals alleged to have been involved in insider trading, sales practice violations, failure to supervise, and fraudulent securities offerings.  He has also represented financial services clients in multi-jurisdiction government investigation focused on market-wide practices.  Denver also counsels regulated entities on data security related to preparation and prevention, incident response, and litigation stemming from unauthorized intrusions.

Denver represents creditors in bankruptcy-related litigation and out-of-court restructurings.  He represents clients in avoidance actions, breach of fiduciary duty, fraud, D&O liability, and corporate waste.  Denver has represented a range of clients, including financial institutions, energy companies, commercial real estate entities, holders of public securities, vendors, and acquirers of distressed assets.

Prior to joining the firm, Denver served as a Senior Counsel in the Enforcement Divisions of the Securities and Exchange Commission and the Office of the Comptroller of the Currency, respectively, and was a vice president at Goldman Sachs & Co.’s Regulatory Inquiries Group.  Denver also served as counsel to New United Motor Manufacturing, Inc., a Toyota/GM joint venture, where he helped the company successfully wind down and dissolve outside of bankruptcy.

Representative Financial Services Matters

  • Represented COO in SEC investigation alleging hedge fund’s failure to disclose policies regarding use of investor proceeds, redemption rights, and valuation of securities.
  • Represented promoter in SEC investigation alleging fraudulent private offering in connection with film financing transactions.
  • Represented trader in SEC investigation alleging trading on material non-public information before a merger. No enforcement proceeding brought by the SEC.
  • Represented Branch Manager in SEC investigation who purportedly failed to supervise a rogue financial advisor. No charges brought against Branch Manager despite deficiencies in firm’s compliance system that enabled the financial advisor to evade detection.
  • Represented bank in multi-jurisdiction investigation involving failures in the Auction Rate Securities market.
  • Secured disgorgement and civil penalties against executives who misappropriated financial information about a publicly traded insurer and sold the stock short while their company was engaged to print the insurer’s annual report.
  • Secured industry bar, disgorgement, and penalties against brokerage firm and financial advisors related to the sale of unregistered securities using false and misleading statements in a PPM and high pressure sales tactics.
  • Led investigation of a pharmaceutical company’s subsidiary that engaged in “bill and hold” transactions to manipulate earning resulting in the company restating its financial results for multiple years.
  • Secured fine and removal of bank executive after ALJ concluded that the executive facilitated loans to insiders and institution-affiliated parties that exceeded the bank’s lending limit and threatened the safety and soundness of the bank.
  • Drafted interpretative guidance of the National Bank Act to find that a structured lease is the functional equivalent of a secured loan, resulting in national banks being able to create financial products that allow religious minorities to buy homes without violating their faith.
  • Drafted industry guidance regarding the use of national bank’s “excess capacity” to provide services not usually associated with the business of banking, such as employee benefits/career counseling.
  • Advised stakeholders regarding the powers of national banks’ operating subsidiaries.

Representative Bankruptcy and Creditors’ Right Matters

  • Retained on behalf of Big Four accounting firm to opine whether a hedge fund's LPs’ foreclosure on assets in the capital account of the fund’s GP due to the GP’s failure to make required capital contributions was a transfer for less than reasonably equivalent value under the UFTA, UVTA, and the Bankruptcy Code.
  • Represented individual shareholders in Tribune Fraudulent Conveyance Litigation whereby Chapter 11 Trustee attempted to claw-back payments made to shareholders in a multi-billion LBO.
  • Recruited to join the in-house legal team of New United Motor Manufacturing, Inc., a multibillion Toyota/GM joint venture, and assist management develop and execute strategic plans to monetize assets and maximize value for shareholders. Results included:
    • Negotiated the sale of substantially all of the Company’s PP&E and other assets, netting revenues 300% above liquidation valuation;
    • Resolved contract disputes with suppliers, completing project $27 million under budget;
    • Redesigned $90 million retiree benefit plans to ensure continued health insurance coverage for current and former employees, saving the Company $10 million;
    • Negotiated termination of pension plan with the PBGC, saving the Company $30 million; and
    • Reduced $125 million workers’ compensation portfolio by $52 million within two years.
  • Led defense against Chapter 11 Trustee who alleged that defendant conspired to defraud debtors by diverting payments from lockbox to an unauthorized account controlled by the CEO. Trustee settled for a fraction of the amount sought.
  • Represented investors of non-debtor affiliates who opposed the debtors’ use of cash collateral and the inclusion of the affiliates as collateral to secure debtor-in-possession financing.
  • Represented indenture trustees to enforce terms of bond indenture related to payment priority and make whole claims.
  • Led defense in adversary proceedings involving landlords and retailers related to debtors’ assumption and assignment of leases to third parties.
  • Led defense in numerous adversary proceedings whereby debtors, Unsecured Creditors Committees, and/or trustees sought to avoid and recover pre-petition transfers that creditors received from debtors.