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Brian Hoffman


555 17th Street, Suite 3200, Denver, CO 80202
901 K Street NW, Suite 850, Washington, DC 20001

Brian Neil Hoffman provides experienced counsel to entities and individuals in:

  • securities enforcement matters – focusing on defending investigations and litigated proceedings brought by the SEC, DOJ, FINRA, PCAOB, and state AG/securities divisions; 
  • corporate internal investigations; and 
  • shareholder and commercial litigation. 

Brian provides unique insights from his prior service as senior counsel in the U.S. Securities and Exchange Commission’s Division of Enforcement, where he investigated and prosecuted numerous potential violations of the federal securities laws.


Securities Enforcement Matters
  • Brian defends both entities and individuals in government and self-regulatory organization investigations and proceedings. He has successfully handled matters before the SEC, DOJ, FINRA, PCAOB, and state AGs/securities divisions. His matters have included potential Foreign Corrupt Practices Act (FCPA) concerns; financial reporting and disclosure issues; accounting and auditing standard issues; matters concerning investment advisors, investment companies, and private equity firms; and alleged insider trading.
Corporate Internal Investigations
  • Brian conducts corporate internal investigations. On behalf of audit committees, special committees, or corporations, he has investigated potential FCPA issues; numerous varied potential financial reporting, accounting, and disclosure issues; cybersecurity concerns; and other non-securities issues. Brian also counsels current and former individual directors, officers, and employees through internal investigation matters.
Shareholder and Commercial Litigation
  • Brian counsels entities and individuals in resolving securities class actions, derivative lawsuits, other shareholder litigation, and commercial disputes. He has tried over twenty cases to verdict, and has achieved favorable pre-trial outcomes in numerous matters.

Client Results

Representative Matters
  • Brian’s matters have included the following (some occurred prior to joining Holland & Hart):

Securities Enforcement Matters / Corporate Internal Investigations
  • Counsel to the Audit Committee of a public company in conducting an internal investigation of certain accounting and disclosure issues.

  • Defend executive of multi-national public company in DOJ and SEC investigation of disclosures concerning product sales.

  • Defend executive of adviser to mutual fund complex in SEC investigation of disclosure and other concerns.

  • Defend executive of public company in SEC investigation of disclosures concerning expected sales and business operations.

  • Defended China-based executive of public company in resolving SEC investigation of FCPA issues without action against the individual.

  • Defend large accounting firm in SEC and DOJ investigation of public company’s financial reporting and disclosure matters.

  • Defended alleged investment entity in investigation by Idaho Department of Finance.

  • Defended newsletter publisher in investigation by the South Dakota Division of Securities.

  • Defended broker in FINRA and SEC inquiries concerning short sales of securities.

  • Represented international high-tech equipment manufacturer in its internal investigation concerning potential FCPA issues in Korea, China, and other countries, as well as other potential financial reporting, accounting, and disclosure issues.

  • Represented large retailer in SEC investigation concerning public cybersecurity disclosures.

  • Represented mortgage origination and securitization company in SEC and DOJ investigations involving residential mortgage-backed securities.

  • Defended registered investment advisor, affiliated hedge funds, and registered broker-dealer in SEC investigation of suitability and other issues.

  • Represented former outside directors of large public company in SEC investigation of related party transactions and perquisite issues.

  • Represented accounting firm in PCAOB inquiry concerning financial reporting and disclosure matters.

  • Defend both entities and individuals in multiple different SEC and FINRA investigations of insider trading.

Shareholder and Commercial Litigation
  • Defend large food company in action challenging the acquisition, and related disclosures, of a Colorado-based food company. 

  • Defended company specializing in quality control products and services from claims filed by seller in asset sale relating to payment under earn-out agreement and related issues, filed in Colorado federal court.

  • Defend coffee company, and its officers and directors, in appraisal litigation filed in Colorado state court after a dispute over the fair value of consideration paid to a shareholder who dissented to an asset sale.

  • Defended a large telecommunications company and certain of its officers and directors, in shareholder class action, derivative, and ERISA litigation in Colorado federal and state courts.

  • Defended an apparel company and certain of its officers and directors, in shareholder class action and derivative litigation in Colorado federal and state courts.

  • Defended a healthcare company and certain of its officers and directors, in securities fraud and negligent misrepresentation litigation in Colorado federal and state courts.

  • Prosecuted nineteen cases, including eight jury trials, as part of Municipal Code Trial Advocacy Program with Denver City Attorney’s office.

  • Defended Indian telecommunications company against contract and equitable claims in trial in Colorado state court.

  • Represented government contractor in lawsuit alleging breach of contract and equitable claims.



Speaking Engagements


Bar Admissions

Professional and Civic Affiliations

  • SEC Historical Society, Board of Advisors member, SEC Enforcement Gallery committee, and PCAOB Gallery committee
  • Accounting Issues Subcommittee of ABA Securities Litigation Committee, Co-Chair
  • Association of Securities and Exchange Commission Alumni, Member and Regional Coordinator

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