Overview

Allan Horwich has practiced for more than 45 years in corporate counseling and litigation. He maintains an active counseling practice at the firm concurrent with serving as a full-time member of the residential faculty of the Northwestern University School of Law.

He has advised corporations, financial institutions, investors, securities professionals and boards of directors on a wide range of disclosure, corporate governance, corporate compliance, fiduciary duty and insider trading questions.

During his career, he has litigated cases, including individual, class actions and derivative claims, throughout the country under all of the federal securities laws and represented clients in Securities and Exchange Commission (SEC) investigations and proceedings.

  • Experience

    • 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.
  • Credentials

    Education

    • University of Chicago Law School, J.D., 1969
    • Princeton University, A.B., 1966, cum laude

    Bar Admissions

    • Illinois
    • U.S. Supreme Court
    • U.S. Court of Appeals for the Sixth Circuit
    • U.S. Court of Appeals for the Seventh Circuit
    • U.S. Court of Appeals for the Tenth Circuit
    • U.S. District Court for the Central District of Illinois
    • U.S. District Court for the Northern District of Illinois
    • U.S. District Court for the Eastern District of Michigan
    • U.S. District Court for the Eastern District of Wisconsin

        Professional Memberships

        • Wall Street Lawyer, Editorial Advisory Board

        Teaching Appointments

        • Northwestern Pritzker School of Law,  Federal Securities Law, Securities Litigation, Corporate Governance, Business Associations, Professor of Practice (2013-present), Senior Lecturer (2000-2013)
      • Insights

        TITLE
        Article

        A Call for the SEC to Adopt More Safe Harbors that Limit the Reach of Rule 10b-5

        Northwestern University Pritzker School of Law, Law & Economic Series, No. 18-12

        Article
        News Release

        95 Schiff Hardin Lawyers Named to 2018 Leading Lawyers Lists

        Ninety-six Schiff Hardin lawyers have been named to the 2018 Leading Lawyers lists for Illinois and Michigan.

        In The News
        In The News
        Alert

        U.S. Supreme Court Rules That An SEC Enforcement Claim For Disgorgement Is Subject To A Five-Year Statute Of Limitations

        Today, the U.S. Supreme Court unanimously held that any claim for disgorgement in an SEC enforcement action must be commenced within five years of the date the claim accrued.

        News Release

        99 Schiff Hardin Attorneys Named to 2017 Leading Lawyers List

        Ninety-nine Schiff Hardin lawyers have been named to the 2017 Leading Lawyers list for Illinois and Michigan.

        Alert

        U.S. Supreme Court to Decide Whether Failure to Make Required MD&A Disclosure Can Provide Basis for Damages Under Rule 10b-5

        On March 27, the U.S. Supreme Court granted a petition for certiorari to decide whether a public reporting company can be held liable for damages under Rule 10b-5 of the Securities Exchange Act of 1934 for failure to include a disclosure mandated by an SEC rule.

        In The News

        Other Publications

        Allan has published numerous articles in scholarly journals and elsewhere. Some of his recent and other noteworthy publications include:

        • “Insider Trading and Regulatory Overreach,” San Francisco Daily Journal, p. 8 (Nov. 20, 2014)
        • “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)
        • “Role of Rule 10b5-1 in Securities Litigation,” Law 360 (Jan. 12, 2009)
        • “The Origin, Application, Validity and Potential Misuse of Rule 10b5-1,” 62 Business Lawyer 913 (2007)
        • “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)
        • “Possession Versus Use: Is There a Causation Element in the Prohibition on Insider Trading?” 52 Business Lawyer 1235 (1997)
        • (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)

        Speeches & Presentations

        • “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)
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      Horwich Quoted on SEC Probe Over Yahoo Data Breaches

      Partner Allan Horwich told Vanity Fair that the materiality of Yahoo’s two data breaches may take on greater significance due to the pending Verizon acquisition. MORE

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      Is opportunistic timing
      of public company disclosures legal?

      Since its adoption in 2000, SEC Rule 10b5-1 has been the subject of controversy. Partner Allan Horwich examines whether persons who created plans under this rule—and then time corporate disclosure to improve trading outcomes—have violated the law. MORE

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      Is the mosaic theory of materiality an illusion?

      In Northwestern University's Law and Economics Series, Chicago partner Allan Horwich examines the uncertain contours of the mosaic theory of materiality in the context of insider trading, asking whether the theory offers meaningful--or merely illusory--protection. More