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Jeffrey S. Johnston
Jeffrey S. Johnston
Partner — Government Investigations & White Collar Criminal Defense, Shareholder Litigation & Enforcement
Partner — Government Investigations & White Collar Criminal Defense, Shareholder Litigation & Enforcement

Jeffrey S. Johnston

Jeffrey S. Johnston
Houston

Texas Tower
845 Texas Avenue
Suite 4700
Houston, Texas 77002

start quote symbol[Jeff] is a strong advocate who knows how to gain the trust of his clients. . . . He is a very impressive lawyer who knows how to command a room. [Chambers Review]end quote symbol
Jeffrey S. Johnston

Experience Highlights

  • Conducted an internal investigation, on behalf of the Audit Committee of a natural gas and oil company, into allegations by an employee that internal audit reports were being intentionally sabotaged by an internal auditor

  • Conducted investigation and provided compliance advice related to allegations by a former employee of a real estate investment trust that the company had reported misleading financial metrics and that management had overpaid for assets for personal benefit

  • Represented client in securities class action in which stockholders make novel claims that the company engaged in “greenwashing,” which was revealed to be untrue by a short seller; defendants moved to dismiss the action, arguing that taking a position on a contested issue of public policy cannot constitute securities fraud

  • Represented company in tag-along derivative actions, alleging that the company was injured by the directors actions that led to securities class-action filings

  • Representing infrastructure and logistics provider in responding a multi-faceted fraud and typo squatting scheme, including by implementing various risk-mitigation tactics and facilitating communication with law enforcement

  • Represented leading hydrocarbon exploration company in responding to cybersecurity incident, including by efficiently assessing breach notification obligations and other data privacy considerations

  • Representing major sports league in cybersecurity incident response following a ransomware attack

  • Filed an amicus brief on behalf of the National Association of Criminal Defense Lawyers in Ex parte Aparicio, arguing that a challenge to Operation Lone Star’s selective enforcement policy was cognizable in a pretrial writ of habeas corpus under the text, history and tradition of federal and state equal protection guarantees

  • Conducted an internal investigation, on behalf of the Board of Directors of a manufacturer of electrical and communications infrastructure, into allegations raised by a whistleblower that company management was intentionally overstating its inventory

  • Represented the Special Committee of a Board of Directors of a biotechnology company in an internal investigation arising out of possible violations of the federal securities laws

  • Represented the executive committee of a Silicon Valley-based electric vehicle company in an internal investigation related to logistics and productions, and potential conflicts of interest by a board member

  • Advised one of the largest producers of natural gas in the US with regard to a business email compromise that resulted in the company wiring $6.2 million to a malicious actor; the company was successful in recovering some of the lost amount

  • Represented large public retail company in a grand jury investigation into possible public corruption being conducted by the Department of Justice Public Integrity Section

  • Represented large public retail company in a grand jury investigation into potential violations of Controlled Substances Act in connection with telemedicine provider being conducted by the Department of Justice and Drug Enforcement Agency

  • Represented one of the largest producers of natural gas in the US in investigation being conducted by Federal Trade Commission with regard to a pending merger

  • Represented leading renewable energy company in SEC investigation in allegations of earnings management; SEC closed the investigation without taking any action

  • Representing leading renewable energy company federal securities class action involving allegations of greenwashing

  • Representing leading renewable energy company in internal investigation into allegations that the company retaliated against whistleblower

  • Advised subsea operations company in incident response, related forensic investigations, and data subject and agency notification

  • Advised an international, Fortune 300 company with regard to a business email compromise that resulted in the company wiring £1.5 million to a malicious actor; the company was successful in recovering some of the lost amount

  • Represented a global engineering and construction company in all matters—an SEC investigation, securities fraud litigation, and shareholder derivative litigation—related to a financial restatement arising out of accounting for long-term construction contracts 

  • Represented a major international energy company in an 18-month, worldwide investigation related to potential violations of the Foreign Corrupt Practices Act associated with the use of a freight forwarding agent

  • Representing a large private company and its Vice President of Public Affairs in a DOJ investigation of alleged public corruption

  • (SEC & DOJ) – Represented an individual executive of a publicly-traded energy company in connection with an investigation into the alleged creation of an undisclosed affiliate entity to facilitate participation in a tax credit scheme as means of increasing projected revenue

  • Represented the Special Committee of the Board of Directors of an electric vehicle company in an internal investigation arising out of allegations of violations of the federal securities laws and breaches of fiduciary duty

  • Represented a master limited partnership in an SEC investigation related to material weaknesses in the company’s internal controls over financial reporting; reached a favorable settlement on behalf of client

  • Represented a global energy company in three separate internal investigations, with the assistance of forensic data consultants and forensic accountants, into allegations of improper accounting, earnings management, and improper conduct by a senior executive

  • Represented an energy company in an internal investigation into allegations of impropriety in the company’s procurement group, including conflicts of interest with major vendors and an allegation of misappropriation of company assets

  • Represented a nonprofit museum in an internal investigation into alleged kickbacks and conflicts of interest between the organization’s CEO and its largest vendor

  • Represented an energy company in an internal investigation into potential violations of the FCPA in connection with the beginning of a multi-well offshore drilling program off the coast of Namibia

  • Represented the board of directors of a large, privately held real estate development and construction company in an internal investigation into whether one of its branch offices was engaged in an office-wide scheme to defraud the company and its customers on a number of private and government-funded construction projects

  • Represented an international E&P company in an SEC investigation arising out of an acquisition

  • Represented a chemical company in an SEC investigation of a potential merger

  • Represented a stock market analyst in an SEC investigation of alleged insider trading

  • Conducted an internal investigation, in cooperation with the SEC, for a public company into allegations of potential violations of the Foreign Corrupt Practices Act in China and Hong Kong, and allegations of undisclosed director conflicts of interest

  • Conducted an internal investigation for a private construction company into allegations of employee fraud and overbilling government agencies

  • Conducted an internal investigation of alleged accounting fraud and employee fraud for a special committee of the board of directors of a private oil field services company

  • Conducted an expedited internal investigation for a private international company into potential violations of the Foreign Corrupt Practices Act and federal anti-money laundering laws associated with suspicious payments in Africa

  • Represented a senior executive of a public company in a DOJ and SEC investigation into potential violations of the Foreign Corrupt Practices Act in Nigeria, India, Equatorial Guinea, and Mexico

  • Represented a joint venture in an internal investigation of potential violations of the Foreign Corrupt Practices Act in connection with a bid on a foreign construction project in India

  • Represented a major energy company in a grand jury investigation of alleged improprieties in the hiring of a former cabinet secretary 

  • Represented a major energy company in an investigation conducted by the inspector general of a federal agency of alleged improprieties in the award of federal mineral leases

  • Advised an energy company in the investigation of suspected unauthorized access to its internal network

  • Advised a public energy company with regard to a business email compromise that resulted in the company wiring $6.2 million to a malicious actor; the company was successful in recovering the lost amount

  • Advised a healthcare company that suffered a data breach on legal issues related to incident response and notifications

  • Advised a retail company that suffered a data breach due to the actions of a third-party contractor on the legal issues related to incident response and notifications

  • Advised a private equity fund that suffered a data breach on legal issues related to incident response and notifications

  • Defended a global services and technology company and its officers and directors in a securities fraud suit in the Southern District of Texas alleging that the company misled investors about its compliance with international anti-corruption laws; this matter was dismissed

  • Defended an energy company in a multi-year investigation by the Securities and Exchange Commission into allegations of impropriety in the company’s procurement group, including conflicts of interest with major vendors and an allegation of misappropriation of company assets

  • Obtained dismissal with prejudice of securities fraud claims in the Southern District of Texas against the former directors of an independent exploration and production company for allegedly misleading investors about an ultra-deepwater drilling program, a speculative derivative trading strategy, and impairments to the company’s assets

  • Defended a pipeline company and certain of its officers and directors in shareholder litigation in the Southern District of Texas arising out of a crude oil pipeline leak; Plaintiffs allege that that the defendants falsely claimed to have a comprehensive, effective environmental and regulatory compliance program to prevent and remediate oil spills; this matter was dismissed and affirmed on appeal

  • Defended a manufacturer of fiber optic networking products and its officers in the Southern District of Texas in Sections 10(b) and 20(a) claims alleging the company misled investors about its sales to its largest customer

  • Defended a global engineering and construction company in all matters—an SEC investigation, securities fraud litigation, and shareholder derivative litigation in the Southern District of Texas—related to a financial restatement arising out of accounting for long-term construction contracts

  • Defended a medical device manufacturer in shareholder litigation alleging that the company fraudulently accounted for its stock option expenses and misled investors about the market for its device and the prospects for FDA approval; this matter was twice dismissed by the trial court in the Southern District of Texas and affirmed by the Fifth Circuit Court of Appeals

  • Defended the former chairman of the board of a public company in a number of securities fraud class actions, shareholder derivative cases, and an SEC investigation; working with California counsel, obtained the dismissal of securities fraud claims brought in federal court in the Southern District of California seeking billions of dollars in damages

  • Defended a national accounting firm in class action shareholder litigation, alleging that the accounting firm committed securities fraud, and a related SEC investigation; obtained dismissal with prejudice of the securities fraud claims in the Southern District of Texas, and the SEC took no action against our client

  • Defended an energy company in an arbitration proceeding related to the financing of an offshore oil and gas project, obtaining a take-nothing award in the client’s favor

  • Defended a large global steel distributor in a six-week jury trial in the Southern District of Texas regarding claims that steel distributors and steel mills conspired to boycott new entrant in the market

Credentials

  • The University of Texas School of Law, J.D. with honors, 1997 (Associate Editor, Texas Law Review; Order of the Coif)
  • Creighton University, B.S.B.A. Economics and Finance magna cum laude, 1994 (Beta Gamma Sigma)
  • Chambers USA, Litigation: White-Collar Crime & Government Investigations (Texas), 2017–2024
  • Legal 500 U.S., Securities: Shareholder Litigation, 2014 and 2015; Dispute Resolution: Corporate Investigations & White Collar Criminal Defense, 2020–2023
  • Selected to the 500 Leading Cybersecurity Lawyers in the World, Lawdragon, 2024
  • Selected to the Texas Super Lawyers list, Super Lawyers (Thomson Reuters), 2013–2015, 2018–2024
  • Selected to the Texas Rising Stars list, Super Lawyers (Thomson Reuters), 2005–2006, 2008–2012
  • The Best Lawyers in America© (BL Rankings, LLC), Commercial Litigation (Houston), 2019–2025
  • Member: Section of Litigation, Antitrust Section, American Bar Association; Section of Business Litigation, State Bar of Texas; Antitrust Section, Houston Bar Association
  • Texas
  • “Securing Board Buy-In for a Meaningful Compliance Investment: How to Resonate, Allocate New Resources and Measure ROI,” 13th Forum on the Foreign Corrupt Practices Act Houston Hosted by American Conference Institute ACI, January 31, 2019 (moderator)
  • “Repeat Offenders: How to Mitigate the Risk of Recidivism with FCPA Compliance,” ACI’s 12th Houston Forum on the Foreign Corrupt Practices Act, January 24, 2018 (panelist)
  • “The SEC Announces Results of Enforcement Actions in Fiscal 2017,” V&E SEC Enforcement Update E-communication, November 29, 2017 (co-author)
  • “Conducting Internal Investigations and Avoiding Retaliation Claims,” V&E Houston Office, June 22, 2017 (speaker)
  • “Anti-Corruption Risk Assessment-the Sine Qua Non of an Effective Compliance Program,” January 12, 2017 (speaker)
  • “Focus on FCPA Compliance Audits: Practical Walkthrough of Anti-Corruption Audit Programs and Testing Procedures,” American Conference Institute (ACI) 9th Annual Houston FCPA Bootcamp, January 29, 2015
  • “SEC Enforcement – The Current Landscape,”  SEC Year-End Conference 2014: An Accounting & Reporting Update for Public Companies, December 17, 2014
  • “Optimizing Your Approach to Third Party Due Diligence – How Much You Can Really Do, Especially in Risky Markets.” American Conference Institute (ACI) 9th Annual Houston FCPA Bootcamp, January 22, 2014
  • “Sub-Agent Liability: How to Assess and Minimize the Risk of Liability for Acts of Your Agent’s Agent,” American Conference Institute (ACI) 7th Annual Houston FCPA Bootcamp, January 23, 2013
  • “Please Remove all Liquids and Gels, Spouses, Side Trips, and First Class Domestic Air Fare: DOJ Confirms Sponsorship of Foreign Officials’ Travel Expenses under Limited Circumstances Will Not Violate the FCPA,” Ethisphere, November 6, 2012 (co-author)
  • “‘Foreign Official’ Under FCPA: Regal May Be Legal,” Law360, October 23, 2012 (co-author)
  • “SEC Enforcement Issues: New & Notable Releases — Recent SEC Enforcement Actions,” Society of Corporate Secretaries and Governance Professionals Houston Chapter Fall Conference, October 1, 2012 (co-speaker)
  • “State-Owned Enterprises and the FCPA: The Justice Department Doubles Down on its Position on the Proper Definition of Government ‘Instrumentality’,” Ethisphere, September 5, 2012 (co-author)
  • “Say-on-Pay Litigation: Shareholders Demand to Be Heard,” First published by Thomson Reuters Accellus, Winter 2012 (co-author)
  • “Executives and Directors in the Crosshairs: FCPA Investigations Target Individuals,” Ethisphere, January 24, 2012 (co-author)
  • “The Risk of Sweetening the Deal,” First published in Texas CEO Magazine, October 4, 2010