Allan Horwich

Client Work

• Allan represented a Special Litigation Committee of a board of a Fortune 200 company.
• He served as representation of a bank holding company in a putative securities class action.
• Allan was involved in an internal investigation of accounting and other irregularities at finance subsidiary of bank holding company.
• He also served representation and counsel of corporations and individuals in accounting fraud litigation and investigations.
• Allan represented a large publicly-held savings institution in a securities class action challenging the adequacy of disclosure in public offering documents and corporate reports.

Professional Activities

• Northwestern Pritzker School of Law, Federal Securities Law, Insider Trading, Securities Regulation: Enforcement and Liabilities, Corporate Governance, Business Associations; Professor of Practice Emeritus (2023-present), Professor of Practice (2013-2023), Senior Lecturer (2000-2013)

Publications, Presentations & Recognitions

Publications

• “The Myriad Ways SEC Rule 10b5-1 Is Invalid,” 79 Business Lawyer 23 (2023-2024)
• “Insider Trading in the Clinical Trial Setting,” 20 Indiana Health Law Review 199 (2023) (with Crista M. Brawley)
• "Insider Trading and Clinical Drug Trials," The CLS Blue Sky Blog, Columbia Law School (2022)
• “The Legality of Opportunistically Timing Public Company Disclosures in the Context of SEC Rule 10b5-1” (author)
• “When the Corporate Luminary Becomes Seriously Ill: When Is a Corporation Obligated to Disclose that Illness and Should the Securities and Exchange Commission Adopt a Rule Requiring Disclosure?” New York University Journal of Law and Business (2009), reprint in Securities Law Review (2010)
• “Cleaning the Murky Safe Harbor for Forward-Looking Statements: An Inquiry into Whether Actual Knowledge of Falsity Precludes the Meaningful Cautionary Statement Defense,” 35 Journal of Corporation Law 519 (2010)
• “The Origin, Application, Validity and Potential Misuse of Rule 10b5-1,” 62 Business Lawyer 913 (2007)
• “Possession Versus Use: Is There a Causation Element in the Prohibition on Insider Trading?” 52 Business Lawyer 1235 (1997)
• “The Mosaic Theory of Materiality – Does the Illusion Have a Future?” Summer 2015 (author)
• “Insider Trading and Regulatory Overreach,” San Francisco Daily Journal, p. 8 (Nov. 20, 2014)
• “Role of Rule 10b5-1 in Securities Litigation,” Law 360 (Jan. 12, 2009)
• “Pleading Reform or Unconstitutional Encroachment: An Analysis of the Seventh Amendment Implications of the Private Securities Litigation Reform Act,” (co-author) 35 Securities Regulation Law Journal 4 (2007)
• “Warnings to the Unwary: Multi-Jurisdictional Federal Enforcement of Manipulation and Deception in the Energy Markets after the Energy Policy Act of 2005,” 27 Energy Law Journal 363 (2006)
• “The Clinical Trial Research Participant As An Inside Trader – A Legal And Policy Analysis,” 39 Journal of Health Law 77 (2006)
• “Is There A Breach In The Breakwater Of The Statutory Safe Harbor For Forward-Looking Statements?” Wall Street Lawyer (Sep. 2004)
• “New Form 8-K and Real-Time Disclosure,” The Review of Securities & Commodities Regulation (Jun. 2004)
• “Audit Committees,” RealCorporateLawyer.com (Dec. 2003)
• “A Primer on SEC Rule 10b5-1: Affirmative Defenses for Insider Trading,” (co-author) The Corporate Lawyer (Nov. 2003)
• “The Role and Responsibilities of Audit Committees,” Banking & Financial Services Policy Report (Nov. 2003)
• “Special Litigation Committees: Who the Members Are May Be More Important Than What the Committee Does,” Wall Street Lawyer (Jul. 2003)
• “Section 11 of the Securities Act: The Cornerstone Needs Some Tuckpointing,”  58 Business Lawyer 1 (2002)
• “The Neglected Relationship of Materiality and Recklessness in Actions Under Rule 10b-5,” 55 Business Lawyer 1023 (2000)
• (cited with approval in SEC v. Adler, 137 F.3d 1325, 1334 n. 23 (11th Cir. 1998) and U.S. v. Smith, 155 F.3d 1051, 1066 n. 23 (9th Cir. 1998))
• “Bank Fiduciaries with Material Inside Information: Responsibilities and Risks,” 113 The Banking Law Journal 4 (1996)
• “Securities Law: Review of the Law of the United States Court of Appeals for the Seventh Circuit,” 50 Chicago-Kent Law Review 362 (1973) (with David Ruder)

Presentations

• “Developments in Insider Trading,” Path to Knowledge, Mattos Filho, Sao Paulo, Brazil (Apr. 28, 2022)
• "7th annual Brodsky Family JD-MBA Lecture Series," (panelist) Northwestern Pritzker Law (Oct. 3, 2022)
• “Corporate & Securities Law in the Time of the Coronavirus,” (panelist) University of Richmond School of Law, Webinar (Mar. 5, 2021)
• “SEC’s New Rule 506(c) – A Form for Exempt Public Offering,” Securities Law Committee Meeting, Chicago Bar Association, Chicago, Ill. (Sep. 19, 2013)
• “Discussion of the JOBS Act,” Chicago Bar Association Securities Law Committee Meeting, Chicago, Ill. (Sep. 20, 2012)
• “Breach of Duty or Fraud? A Question of Proof,” Illinois CPA Society 2011 Fraud Conference, Chicago, Ill. (Nov. 16, 2011)
• “The Dodd-Frank Act: Advising Your Corporate Client in a New Regulatory Environment,” Chicago Bar Association Financial and Investment Services Committee and YSL Corporate Practice Committee CLE Seminar (Oct. 11, 2011)
• “The SEC’s New Whistleblower Rules — What Do They Mean For You?” Schiff Hardin Webinar (Jun. 29, 2011)
• “Responsibilities When Choosing and Working with a Retirement Plan Consultant,” 2011 Chicago Fiduciary Summit, Chicago, Ill. (Jun. 23, 2011)
• “Broker-Dealer Ethics — Code of Conduct,” (panelist) National Society of Compliance Professionals, 2011 Midwest Meeting, Chicago, Ill. (Apr. 11, 2011)
• “Is Dodd-Frank the Answer to the Global Financial Crisis?” (panelist) Moving Forward: How the Global Financial Crisis Changes International Business Law, Northwestern Journal of International Law and Business Symposium 2011, Northwestern University School of Law, Chicago, Ill. (Apr. 1, 2011)
• “The Crash of 2008 — The Government’s Response: Financial Reform,” Enforcement Authority, (panelist) Chicago Bar Association Securities Law Committee Conference, Chicago, Ill. (Mar. 17, 2011)
• “The Expansion of SEC's Enforcement Authority,” Chicago Bar Association, The Crash of 2008 and the Government’s Response: Financial Reform Seminar (Mar. 17, 2011)
• “Issues Emerging from Financial Regulatory Reform,” Casino Club Monday Class, Chicago, Ill. (Nov. 8, 2010)
• “An Overview of the Dodd-Frank Wall Street Reform Law,” Chicago Bar Association Securities Law Committee Meeting, Chicago, Ill. (Sep. 16, 2010)
• “Ethical Issues Facing the Financial Service Industry,” The Retirement Riddle And The Role Of The Financial Adviser, Federated Investors Inc., Chicago, Ill. (Sep. 14, 2010)
• “Critical Issues Faced in Crafting Financial Regulatory Reform,” Casino Club Monday Class, Chicago, Ill. (Mar. 29, 2010)
• “Altering the Landscape of Securities Regulation,” Navigating the Securities Landscape, Chicago Bar Association Securities Law Committee Conference, Chicago, Ill. (Mar. 18, 2010)
• “Securities Enforcement and Litigation: 2009 Recap and 2010 Predictions,” (panelist) Duff & Phelps, Chicago, Ill. (Feb. 11, 2010)
• “There are No Answers in the Back of the Book – Policy Issues Implicated by Proposals for Financial Regulatory Reform,” Shirley Ryan Learning for Life Program, Northwestern University, Chicago, Ill. (Nov. 18, 2009)
• “Research Roundtable — Corporate Governance,” (discussion of Corporate Governance by Macey and The Rise of the Uncorporation by Ribstein),” Searle Center, Northwestern University School of Law, Chicago, Ill. (Apr. 30 - May 1, 2009) (invited participant)
• “Mechanics of the Meltdown,” Northwestern University School of Law Attorneys General Education Program, Chicago, Ill. (Apr. 23, 2009)
• “The Aftermath [of the Financial Meltdown]: The Proper Role of Civil and Criminal Enforcement in the Wake of the Financial Crisis,” Northwestern University School of Law Attorneys General Education Program, Chicago, Ill. (Apr. 23, 2009)
• “The Federal Government as Shareholder and Creditor,” The Crash of ’08 and the Government’s Response: Implications for Securities Law in 2009, Chicago Bar Association Securities Law Committee Conference, Chicago, Ill. (Mar. 19, 2009)
• “Financial Regulation after the Financial Crisis,” (panelist) Northwestern Law School Small Business Opportunity Conference, Chicago, Ill. (Feb. 28, 2009)
• “Recent Trends and Probable Future for Financial Services Sector,” Allstate Compliance and Ethics Leadership Conference, Northbrook, Ill. (Feb. 18, 2009)
• “The Financial Crisis,” (panelist) Northwestern University School of Law Third Annual Civil Justice Symposium, Chicago, Ill. (Dec. 8, 2008)
• “The Importance of Market Impact in Securities Fraud Claims,” Illinois CPA Society, Business Valuation, Litigation and Fraud Group, Chicago, Ill. (Nov. 8, 2006)
• “New Market Behavior Rules, How They Impact Market Manipulation & FERC's Expanded Penalty Authority,” (panelist) Energy Bar Association Annual Meeting, Washington D.C. (Apr. 27, 2006)
• “The Impact of the Sarbanes-Oxley Act on Civil Litigation,” Chicago Bar Association Litigation Committee, Chicago, Ill. (Mar. 13, 2006)
• “The Energy Policy Act of 2005,” (panelist) Energy Bar Association, Western Chapter, Fifth Annual Meeting, San Francisco, Calif. (Feb. 24, 2006)
• “Rx for Director Liability: Lessons for General Counsel from the WorldCom and Enron Settlements,” (panelist) PricewaterhouseCoopers General Counsel Forum, Chicago (Jun. 2005)

Recognitions

• Illinois Leading Lawyer, Law Bulletin's Illinois Leading Lawyers Network (2008-2021)
• Illinois Super Lawyers, Thomson Reuters (2006-2009)
• Leading Lawyer, Law Bulletin's Illinois Leading Lawyers Network (2006)
• Life Fellow, American Bar Foundation, ABA (2006)
• Peer Reviewed AV® Preeminent™, Martindale-Hubbell (Since 1979)