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Serving on a corporate board is supposed to be a prestigious role. But when financial irregularities surface, board members quickly realize they could face personal criminal liability — even without direct participation in the fraudulent scheme.
Board Members Are Prime Targets
Federal prosecutors view board seats as evidence of control and culpability. The “control person” theory under Section 20(a) allows the SEC and DOJ to hold directors personally liable for 100% of investor losses. The business judgment rule and D&O insurance do not protect against criminal prosecutions.
How Investigations Unfold
- Financial irregularities are discovered, often through whistleblower reports
- The SEC launches a 12-24 month investigation
- The SEC refers the case to the DOJ for criminal prosecution
- The federal conviction rate for securities fraud exceeds 90%
Director Duties Under the Law
- Duty of Care: Act with ordinary prudence
- Duty of Loyalty: Act in the best interests of the corporation
- Duty of Good Faith: Act with honesty and integrity
The Personal Stakes
- Multi-year federal prison sentences (85% rule applies)
- Personal asset forfeiture
- Permanent bar from serving as officer or director
- Multi-million dollar restitution orders
- Family impact on employment, licenses, and security clearances
What Board Members Need to Do
Retain experienced legal counsel, conduct an internal investigation, cooperate with authorities under legal guidance, and prepare for the possibility of criminal charges.
Reduction in pretrial jail population since NJ bail reform implementation.
Source: NJ Judiciary Annual ReportApproval rate for properly filed expungement petitions in NJ.
Source: NJ Courts Statistical ReportCommon Mistakes to Avoid
Actually Stay Silent
Most people know they have the right to remain silent but still talk to police. Anything you say can and will be used against you. Politely decline to answer questions until your attorney is present.
Bail Conditions Are Enforceable
Violating bail conditions, even minor ones, can result in immediate re-arrest and make it much harder to obtain bail again. Follow every condition to the letter.
Proven Track Record
Recent Case Results
*Results may vary depending on your particular facts and legal circumstances.
SEE ALL CASE RESULTSWhat Our Clients Say
"Facing an SEC investigation was terrifying. The Spodek team negotiated a resolution that preserved my career and my reputation. Their knowledge of securities law is unmatched."— David A., SEC Defense Client MORE REVIEWS
Lead Attorney & Founder
Todd Spodek
Featured on Netflix's "Inventing Anna," Todd Spodek brings decades of high-stakes criminal defense experience to every case.
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Frequently Asked Questions
New Jersey reformed its bail system in 2017. Instead of a cash-based system, judges now use a Public Safety Assessment (PSA) to determine whether a defendant should be released pretrial. Most defendants are released with conditions, while those deemed high-risk may be detained. An experienced attorney can argue for favorable release conditions at your detention hearing.
No. You have the constitutional right to remain silent and to have an attorney present during questioning. Anything you say to police can be used against you in court. Politely invoke your rights by saying "I want to speak with my attorney before answering any questions." This cannot be held against you.
Attorney fees vary based on the complexity of the case, the charges involved, and whether the case goes to trial. At Spodek Law Group, we offer transparent pricing and flexible payment plans. We provide a free initial consultation to discuss your case and give you an honest assessment of costs. Investing in quality representation often saves far more in the long run than choosing the cheapest option.
An arraignment is your first court appearance after being charged with a crime. The judge will read the charges against you, and you'll enter a plea (usually not guilty at this stage). The judge will also set bail or release conditions. Having an attorney at your arraignment is critical, as they can advocate for favorable bail terms and begin building your defense strategy from day one.
Why Clients Choose Spodek Law Group
45 seconds that explain our difference
