Elizabeth P. Gray Partner MAIN OFFICE: Washington Willkie Farr & Gallagher LLP 1875 K Street, N.W. Washington, D.C. 20006-1238, U.S.A. T 202-303-1207 F 202-303-2207

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Elizabeth P. Gray is a partner in the Litigation Department of Willkie Farr & Gallagher LLP in Washington. Ms. Gray represents international accounting firms and their partners, public companies and their directors, hedge funds, broker-dealers and other institutions and individuals in connection with securities law enforcement, compliance and litigation. She has extensive experience handling matters arising under the federal securities laws, including internal investigations and the defense of potential accounting and auditing irregularities, FCPA violations, market manipulation and insider trading. Ms. Gray also advises clients with respect to corporate governance and compliance programs.

Ms. Gray is recognized nationally among the leading individuals practicing in the area of Securities Regulation - Enforcement in Chambers USA (2010-2011) and The Best Lawyers in America (2010-2012).

Ms. Gray is a frequent lecturer at conferences and seminars on securities regulation affecting multinational corporations, accounting firms and hedge funds, including the impact of and compliance with Dodd-Frank and the FCPA. Ms. Gray previously served as Vice-Chair of the Steering Committee of the D.C. Bar’s Corporation, Finance and Securities Law Section. She is a member of the American Bar Association Section of International Law and serves on the Committee on Federal Regulation of Securities.

Ms. Gray served for twelve years with the Securities and Exchange Commission, both in the Division of Enforcement and the Office of Tender Offers in the Division of Corporation Finance, as well as counselor to Chairman Arthur Levitt. She ultimately served as Assistant Director in the Division of Enforcement, where she supervised the investigation, prosecution and settlement of securities law cases. As counsel to Chairman Levitt, Ms. Gray provided recommendations on enforcement and regulatory matters, and served as Chair of the SEC's Microcap Fraud working group.

Prior to joining Willkie, Ms. Gray was a partner at Foley & Lardner LLP, where she served as Vice-Chair of the Securities Regulation and Enforcement Practice. Following her tenure at the SEC, Ms. Gray was Co-Founder, General Counsel and Chief Operating Officer of Potomac Pharma Inc., an early-stage biopharmaceutical company, and previously was General Counsel and Chief Operating Officer of Comprehensive Neuroscience, Inc., a clinical trials management company.

Ms. Gray’s publications include:

Articles

• "PCAOB Foreign Inspections – A Chinese Conundrum," The Review of Securities & Commodities Regulation (June 2011) (with Jessica Matelis)
  
  
• "SEC Announces Measures To Encourage Cooperation And Names Specialized Unit Chiefs," The Metropolitan Corporate Counsel (March 2010) (With Gregory Bruch)
  
  
• "Heightened Government Prosecution and Anticipated Regulation of Private Hedge Funds," Inside the Minds -- New Developments in Securities Litigation (2010)
  
  
• "The SEC's Pay-To-Play Rule Proposal for Investment Advisers - What's Behind It & What Are the Next Steps?" Wall Street Lawyer (October 2009) (with David Blass)
  
  
• "Government Investigations into Pension Pay-to-Play Generate Heightened Enforcement and Regulatory Response," The Investment Lawyer (August 2009)
  
  
• "SEC Enforcement: A Year in (P)review," Securities Litigation Report (December/January 2009)
  
  
• "FDA, SEC Disclosure: Standard Procedures Can Help," Securities Law360 (June 27, 2007)
  
  
• "Managing Information For SEC Disclosures," Pharmaceutical Commerce (April 30, 2007)
  
  
• "Executive Compensation - Options Backdating: A Practical Guide to the Controversy," Insights (September 2006), with Pamela Johnston and Kenneth Winer
  
  
• "The Securities and Exchange Commission Takes Aim at Regulatory Disclosures," D&O Advisor (July 19, 2004)