Jeffrey S. Johnston
Texas Tower
845 Texas Avenue
Suite 4700
Houston, Texas 77002
Jeff is a Chambers-ranked litigator with over two decades of experience in shareholder litigation and government and internal investigations. Jeff represents companies, officers, directors, and auditors in securities litigation, DOJ and SEC investigations, and internal investigations. Jeff also advises clients on various cybersecurity issues, including governance, incident response, and data breach notifications. He has tried cases in both state and federal courts and before private arbitration panels.
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 that the company reported misleading financial metrics and that management has 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 premiere infrastructure and logistics provider in responding to first-of-its-kind, multi-faceted fraud and typo squatting scheme, including by implementing various inventive 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
Representing leading renewable energy company in SEC investigation in allegations of earnings management
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 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
- Event RecapOctober 24, 2024
- Rankings & AwardsSeptember 19, 2024
- InsightAugust 5, 2024
V&E Data Privacy Update
- InsightJuly 22, 2024
V&E Data Privacy Update
- InsightJune 28, 2024
V&E SEC Update
- Deals & CasesJune 28, 2024
- Rankings & AwardsJune 6, 2024
- InsightApril 17, 2024
- InsightApril 1, 2024
V&E Cybersecurity Update
- InsightMarch 4, 2024
V&E Cybersecurity Update
- InsightNovember 17, 2023
- Event RecapNovember 16, 2023
- InsightOctober 19, 2023
V&E SEC Update
- InsightSeptember 19, 2023
V&E Data Privacy Update
- Rankings & AwardsSeptember 18, 2023
- InsightSeptember 6, 2023
V&E Cybersecurity Update
- Rankings & AwardsAugust 21, 2023
- InsightAugust 2, 2023
- InsightJuly 26, 2023
V&E Cybersecurity Update
- InsightJuly 13, 2023
V&E Data Privacy Update
- Rankings & AwardsJune 12, 2023
- InsightJune 8, 2023
- Rankings & AwardsJune 1, 2023
- InsightMay 31, 2023
V&E Data Privacy Update
- InsightMay 19, 2023
- InsightApril 11, 2023
- InsightApril 7, 2023
- InsightMarch 29, 2023
V&E SEC Update
- InsightMarch 22, 2023
V&E SEC Update
- InsightMarch 13, 2023
V&E Cybersecurity Update
- InsightMarch 9, 2023
- InsightMarch 3, 2023
V&E Cybersecurity Update
- InsightJanuary 24, 2023
- InsightDecember 22, 2022
V&E Cybersecurity Update
- InsightNovember 30, 2022
- InsightNovember 2, 2022
V&E Cybersecurity Update
- InsightOctober 31, 2022
V&E Cybersecurity Update
- Deals & CasesOctober 17, 2022
- InsightOctober 14, 2022
V&E SEC Update
- InsightOctober 10, 2022
V&E Cybersecurity Update
- InsightSeptember 23, 2022
V&E Cybersecurity Update
- InsightAugust 22, 2022
- Rankings & AwardsAugust 18, 2022
- Rankings & AwardsJune 16, 2022
- Rankings & AwardsJune 1, 2022
- InsightMay 24, 2022
- InsightMay 16, 2022
- InsightMay 12, 2022
- InsightMay 5, 2022
- InsightApril 21, 2022
- InsightApril 7, 2022
- InsightApril 6, 2022
- Rankings & AwardsMarch 29, 2022
- InsightMarch 11, 2022
V&E SEC Update
- InsightMarch 9, 2022
V&E Cybersecurity Update
- InsightJanuary 31, 2022
- Deals & CasesSeptember 15, 2021
- Deals & CasesJuly 28, 2021
- “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