Accounting Defense

Defending Accounting Firms in High-Stakes Litigation and Regulatory Matters

Accounting firms face significant and continuous civil and regulatory exposure. Dechert's team defends domestic and international accounting firms and individual auditors, tax accountants, and consultants in civil litigation, regulatory investigations and governmental proceedings. We have a proven record of securing successful resolutions of these matters including, when necessary, prevailing in court, arbitration and administrative hearings.

Why Dechert?

Clients value our knowledge and experience, as well as our practical, business-oriented approach – qualities they consistently highlight to Chambers USA resulting in our Band 1 practice recognition in the Accountant and Auditor Liability Nationwide ranking year after year. At the attorney level, our team has more lawyers ranked in this practice area than any other firm — a distinction that speaks to the exceptional caliber of talent within our Accounting Defense group.

"Dechert houses impressive depth and breadth of expertise in representing accounting firms and their professionals across an array of matters. The firm has capabilities in litigation, including securities-related disputes arising from audits, as well as advising on investigations and enforcement actions involving a number of agencies.”

Chambers USA, 2026

Key Contacts

Michael S. Poulos

Partner \ Chicago
+1 312 646 5818 mike.poulos@dechert.com
Seth Friedman

Partner \ New York
+1 212 698 3574 seth.friedman@dechert.com
Timothy E. Hoeffner

Partner \ New York
+1 212 649 8776 tim.hoeffner@dechert.com

What sets us apart

Regulatory Defense: We represent domestic and international firms and individual auditors in Securities Exchange Commission (SEC), Public Company Accounting Oversight Board (PCAOB), state board of public accountancy and other governmental investigations and enforcement actions, including outside the United States. Our team has a strong record of persuading authorities to close matters without pursuing sanctions and succeeding in those that advance to formal proceedings.
Professional Liability Defense: Our lawyers have extensive experience defending accounting and consulting firms in U.S. federal and state courts, and in domestic and international arbitration. We handle matters involving third‑party reliance, in pari delicto, one‑firm liability, jurisdictional challenges, and class action claims brought under the federal securities laws.
Strategic Transactional Guidance: We counsel buyers, sellers, investors, and joint venture partners on alternative practice structures, private equity investments, strategic acquisitions, ESOP formations, and cross-border joint ventures—integrating regulatory, structural, and commercial considerations.
Industry-Wide Regulatory Experience: We advise on compliance with SEC, PCAOB, and state rules and registration requirements. Our team frequently handles matters that require an in-depth knowledge of accounting and audit standards and practice.
Proactive Risk Management: Our lawyers help firms anticipate and address engagement level risk and risk across regulatory inspections, registration and reporting obligations, independence considerations, investigations into potential illegal acts, settlement compliance, and engagement letter provisions.
Former In-House and Government Experience: Our team includes former senior in-house counsel at major accounting firms and former government officials who bring a deep understanding of regulatory expectations, enforcement priorities, and the practical realities of defending and advising accounting and consulting firms.

Proven results

Achieved summary judgment for a major accounting firm in litigation arising from investments plaintiffs made in reliance on audited financial statements.
Obtained dismissal with prejudice of Section 11 claims brought by a putative class of shareholders arising from audits of a publicly traded insurance company, affirmed by the U.S. Court of Appeals for the Second Circuit.
Defended leading U.S. accounting firms in SEC and PCAOB investigations involving complex audit matters across multiple industries.
Secured closure without enforcement for an international firm facing a high‑risk training misconduct investigation under heightened global scrutiny.
Represented multiple domestic and international firms in PCAOB investigations involving auditor independence, critical audit matters, and audit committee communications, securing favorable outcomes in all completed matters.
Obtained dismissal with prejudice of claims against a professional services firm concerning allegedly negligent pre‑closing due diligence and financial and accounting advice for a significant asset sale.
Obtained dismissal with prejudice of Section 10(b) and 20(a) claims asserted by a putative shareholder class arising from audits of a publicly traded prepared food company.
Advised multiple leading advisory and consulting firm operating in an alternative practice structure on the acquisition of one of the largest public accounting firms in the U.S.
Counseled a large professional services firm on obligations related to the misappropriation of confidential information by a departing employee, addressing complex client and regulator notification requirements.
Assisted a large professional services firm in investigating and litigating theft of confidential and sensitive data by departing employees.

Services

Professional Malpractice Defense: We defend accounting and consulting firms worldwide against professional malpractice claims involving third-party reliance, in pari delicto, one-firm liability, and jurisdictional matters. We handle high-exposure cases from breach of contract and negligence to sophisticated fraud allegations.
Securities Litigation: We defend claims under Section 10(b) of the Securities Exchange Act, Section 11 of the Securities Act, and corollary state securities laws, with a proven track record of achieving dismissals and favorable outcomes in putative class actions and individual shareholder litigation.
Complex Commercial Disputes: We represent accounting firms in contract disputes, partnership dissolution matters, fee disputes, and complex business litigation, resolving disputes efficiently while protecting reputations and commercial interests.

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SEC and PCAOB Investigations: We defend national and international firms in Securities Exchange Commission and Public Company Accounting Oversight Board investigations and enforcement actions, with a strong record of securing investigation closures without proceedings and prevailing when proceedings are brought, managing all aspects from initial document requests through formal proceedings.
Criminal Investigations: We defend firms in Department of Justice and state level criminal investigations. Our team includes former federal prosecutors who understand the government's perspective and effectively advocate for clients who are witnesses or are facing potential criminal or civil exposure.
International Regulatory Matters: We defend firms in proceedings initiated by international regulators, coordinating multi-jurisdictional regulatory responses and managing cross-border compliance challenges.
PCAOB Standards and Compliance: We handle Public Company Accounting Oversight Board rules, registration, and reporting matters, and represent domestic and international firms in investigations involving the full range of PCAOB Rules and Standards.

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Acquisitions of Accounting and Consulting Firms: We represent strategic buyers and sellers in domestic and international acquisitions of accounting and consulting firms, including negotiating and drafting all agreements, and navigating regulatory and structural challenges including independence rules, system of quality control standards, licensure requirements, and ownership restrictions.
Alternative Practice Structures and Private Equity Investments: We advise firms on establishing alternative practice structures and receiving private equity investments, including structuring to comply with applicable regulations while achieving strategic and financial objectives.
ESOP Transactions and Governance: We provide strategic advice on designing and implementing ESOP transactions and provide ongoing counsel on ESOP-related regulatory and governance matters.
International Joint Ventures: We advise firms on establishing international joint ventures that provide accounting and consulting services.

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Unfair Competition and Trade Secrets Litigation: We handle unfair competition litigation involving large-scale raiding, inevitable disclosure of trade secrets, breach of fiduciary duty, and noncompete agreements, protecting accounting firms' most valuable assets when departing employees or competitors’ cross legal lines.
Employment Discrimination and Whistleblower Matters: We defend against whistleblower claims and manage discrimination matters, providing strategic counsel to minimize exposure and protect firm reputations while ensuring employment law compliance.
Proactive Policy Development and Training: We provide customized reviews and trainings on policies and protocols, helping firms avoid employment-related disputes and maintain compliant workplace practices tailored to the accounting and consulting industry.

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Independence and Regulatory Compliance: We provide ongoing counsel on SEC and PCAOB independence rules, conflict checking systems, and compliance with professional standards.
Engagement Management and Documentation: We assist with drafting and negotiating engagement letters, limitation of liability provisions, and fee structures that comply with professional standards.
Regulatory Inspections and Reporting: We advise firms in connection with PCAOB inspection remediations and SEC reviews, manage responses to regulatory inquiries, and ensure ongoing compliance with settlement obligations.
State Licensure and Ownership Compliance: We help firms maintain compliance with state-by-state licensure rules and ownership requirements.

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Data Privacy Compliance: We provide end-to-end privacy counseling tailored to accounting and consulting firms, guiding compliance with GDPR, HIPAA, GLBA, FCRA, and evolving state privacy laws while maintaining client confidentiality and trust.
Cyber Incident Response: We provide rapid response capabilities to manage data breaches and cyberattacks, coordinating with regulators, clients, and law enforcement as needed.
Cybersecurity Risk Management: We conduct enterprise-wide cybersecurity assessments using ISO, NIST, and other recognized frameworks and develop privacy and cybersecurity policies, engagement terms, and vendor contracting standards.

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Federal Procurement Compliance: We advise on acquisitions of accounting, auditing, and consulting services through the GSA Multiple Awards Schedule program under FAR Subpart 8.4, commercial item acquisitions under FAR Part 12, and negotiated procurements under FAR Part 15.
Contract Performance and Disputes: We advise on contract performance issues, develop and present claims before contracting officers and boards of contract appeals, and litigate disputes arising between prime contractors, subcontractors, and government agencies.
Compliance Investigations and Disclosure: We conduct internal investigations into reports of potential noncompliance and advise on appropriate disclosures to government officials and remedial measures.

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Sanctions Regulatory Advisory: We advise on the scope, interpretation, application, and jurisdictional nuances of U.S., UK, and EU sanctions, export controls, and anti-money laundering regimes, including OFAC, FinCEN, BIS, DDTC, and OFSI-administered programs to support day-to-day compliance and strategic matters.
Transactional Risk Assessment and Compliance: We assess national security risks in transactions, investments, exports, and third-party relationships, providing practical guidance on permissible activities and developing tailored compliance programs, controls, and risk mitigation measures for global businesses.
Enforcement Defense and Internal Investigations: We represent clients in national security-related investigations, enforcement actions, and administrative proceedings before national security authorities in the United States and Europe. Our experience includes conducting internal investigations, preparing voluntary self-disclosures and responses to government inquiries, negotiating resolutions and penalties, and advising on sanctions de-listing petitions.

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