Overview

Allan Horwich has practiced for more than 50 years in corporate counseling and litigation. He maintains an active counseling practice at the firm concurrent with serving as a member of the residential faculty of the Northwestern University School of Law where he is a Professor of Practice.

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. 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, Insider Trading, Securities Regulation: Enforcement and Liabilities, Corporate Governance, Business Associations, Professor of Practice (2013-present), Senior Lecturer (2000-2013)
      • Insights

        TITLE
        Alert

        Small to Mid-Size Businesses: New SEC Changes Simplify and Increase Access to Capital and Investment

        On November 2, the U.S. Securities and Exchange Commission (SEC) adopted final rules relating to the modernization and harmonization of the private offering framework. These rules were initially proposed on March 4, 2020, and were adopted with few changes based on comments received.

        Alert

        SEC Amends Regulation S-K Disclosure Requirements Impacting Public Companies, Private Investors

        On August 26, the U.S. Securities and Exchange Commission (SEC) adopted significant rule changes to Regulation S-K, including changes to risk factor disclosures by public reporting entities, which will impact public companies and private investors.

        Alert

        SEC Expands Definitions of Accredited Investor and Qualified Institutional Buyer

        On August 26, the U.S. Securities and Exchange Commission (SEC) adopted definitional changes that will impact private investors.

        News Release

        Eighty-Eight Attorneys Named to 2020 Leading Lawyers

        Schiff Hardin LLP is pleased to announce that 88 attorneys have been named to the 2020 Leading Lawyers list.

        News Release

        2019 Leading Lawyers Lists Recognize 95 Schiff Attorneys

        Schiff Hardin LLP is pleased to have 95 attorneys named to the 2019 Leading Lawyers list.

        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.

        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