Michael R. MacPhail



Michael MacPhail defends clients against federal and state government agencies during civil and criminal investigations and litigation, primarily involving the securities industry. He represents public companies, registered investment advisers and broker-dealers.

Securities Litigation

Michael handles investigations and litigation by securities regulators including:

  • The U.S. Securities and Exchange Commission (SEC)
  • The FINRA
  • The Public Company Accounting Oversight Board (PCAOB)
  • The Colorado Division of Securities
  • Other state securities regulators in the Western United States
  • The Colorado Board of Accountancy

He represents clients in parallel criminal investigations by federal grand juries, U.S. Attorney's Offices and the U.S. Department of Justice.

Michael handles shareholder demands and represents companies in shareholder litigation, including class action and derivative lawsuits.

Financial Services Litigation

Michael also represents clients in disputes concerning:

  • Advertising
  • Consumer lending
  • Mortgage foreclosures
  • Debt collection/debt management
  • Franchisee issues

During these disputes, he deals with the Federal Trade Commission (FTC), the Commodity Futures Trading Commission (CFTC), the Colorado Department of Regulatory Agencies (DORA) and the Colorado Attorney General’s Office.

Representing Investment Advisers and Public Companies

Michael has particular expertise in defending publicly held companies and their officers and directors, broker-dealers and investment advisers, and accounting firms and CPAs during government investigations. He responds to pre-litigation subpoenas, prepares clients for testimony and responds to "Wells notices" of intended charges.

Michael has testified at trial as an expert witness on securities industry matters.

Government Experience

After working for the U.S. Court of Appeals for the D.C. Circuit, where he advised panels of judges including current U.S. Supreme Court Justices Clarence Thomas and Ruth Bader Ginsburg, Michael became an enforcement attorney with the SEC. Across 13 years, he investigated possible violations of federal securities laws and eventually becoming a deputy assistant director with supervisory authority over a group of accountants, attorneys and paralegals.


Bar Admissions


Court Admissions

U.S. Court of Appeals for the District of Columbia Circuit
U.S. District Court for the District of Colorado


Oberlin College
B.A. cum laude (1985)

University of California, Hastings College of the Law
J.D. (1988)

Insights & Events

Other Perspectives
  • 2014 Enforcement Update 
    Colorado Bar Association, February 2014
  • What to Do When the SEC Comes Knocking
    Colorado Bar Association, November 2013
  • Are Civility and Professionalism Dead in 2013? 
    Utah State Bar Securities Workshop, September 2013
  • Keeping a Watchful Eye: The FBI's Crackdown on Insider Training
    InCOMPLIANCE, Spring 2013

Leadership & Community

Professional Associations

  • Colorado State Bar Association — Securities Subsection (Co-chair, 2011)
  • University of Denver Graduate Tax program, 2007 and 2008
  • American Bar Association
  • Securities Industry Association — Legal & Compliance Division


  • Super Lawyers — Securities Litigation, 2012-20
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