Michael L. Loesch

Partner

[email protected]

Washington, D.C.

P: +1.202.639.1138
F: +1.202.585.1017
Michael Loesch

With the practical insights of a government insider and the composed demeanor of a seasoned litigator, Michael Loesch provides clients with tailored strategies to satisfy the toughest regulators and intelligently manage risk. Michael’s ability to bring seasoned judgment and creative solutions to bear enables him to help clients navigate complex matters involving securities, commodities, and derivatives. His unique skillset is why clients encountering bet-the-company enforcement, regulatory, and compliance matters rely on his ability to calmly and effectively guide them through.

When faced with high-stakes investigations, Michael partners with clients to design offensive and defensive strategies to achieve optimal outcomes. He has handled a broad range of complex investigations and inquiries involving the SEC, CFTC, FERC, DOJ, FINRA, NFA, and various exchanges. Michael also has served as a government mandated independent compliance consultant and conducted broad public company compliance program assessments, and he conducts voluntary compliance reviews for businesses that are interested in proactive assistance. When advising clients on regulatory compliance, Michael helps companies understand and address the latest rules. He has a particular focus on advising clients on CFTC and SEC regulations, including matters involving energy futures and swaps trading, digital assets and crypto, and environmental products and voluntary carbon markets.

Prior to Baker Botts and his private law practice, Mr. Loesch spent nearly 15 years in federal regulatory and legislative service. He served as the Chief of Staff and Chief Operating Officer at the U.S. Commodity Futures Trading Commission, where he provided counsel on energy market oversight, enforcement investigations, futures market surveillance, derivatives clearing, and litigation. Before the CFTC, he spent more than six years at the SEC as Branch Chief in the Division of Enforcement as well as Counsel to the Chairman for enforcement and examination matters. During this time, he handled all types of SEC investigations and advised on many of the SEC’s highest-profile enforcement proceedings. Before the SEC, Michael served in various roles as a staffer in the U.S. Senate, including as Counsel, U.S. Senate's Committee on Governmental Affairs, Subcommittee on International Security, Proliferation and Federal Services.

Related Experience

Select Commodities and Derivatives/Investigations & Regulatory Matters

  • Represented commodity trading firm in connection with CFTC enforcement inquiry related to potential position limit violations.
  • Defended electronic trading platform in CFTC enforcement investigation involving swap reporting requirements.
  • Represented a North American oil and gas company in a CFTC enforcement investigation of potential market manipulation involving certain crude oil trading and shipping activity. In a matter that spanned many years and multiple jurisdictions, the matter was resolved with no action by the CFTC.
  • Represented a multinational financial institution in a CFTC investigation regarding agricultural futures markets trading activity. The investigation involved potential market manipulation, position limit violations, and false statements to the CFTC. The investigation concluded with no action.
  • Represented senior company executives of oil and gas company in CFTC enforcement investigation involving potential crude oil market manipulation.
  • Represented one of the largest independent US fuel distributors in CFTC investigation of alleged spoofing.
  • Represented large European energy supply and trading operation and individual metals trader in connection with CME disciplinary proceeding involving alleged disruptive trading activity and spoofing in the gold and silver markets.
  • Represented introducing broker in CFTC enforcement inquiry involving alleged broker fraud and misconduct.
  • Represented an individual trader for large bank in connection with CFTC ISDAFIX investigation and response to related subpoena.
  • Represented individual / former broker in CFTC enforcement litigation involving alleged manipulation in agriculture markets.

Select Exchange/SRO Inquiry and Disciplinary Matters

  • Defended commodities trading firm in defense of CME, ICE, and Nodal exchange investigations related to position limit and disruptive trading allegations.
  • Represented a major oil company and crude oil trader in CME futures trading investigation and related disciplinary action concerning alleged spoofing.
  • Represented natural gas trading companies in exchange disciplinary actions alleging wash trading and position limit violations.
  • Represented natural gas trading and marketing company with respect to exchange inquiries and related CFTC compliance matters concerning natural gas trading.
  • Represented Texas natural gas and power energy trading company in defense of ICE Futures US trading investigation and disciplinary proceeding regarding alleged position limit violations.
  • Advised Fortune 500 natural gas distribution, wholesale services, retail operations, and midstream operations company in connection with response to ICE futures trading inquiry and related internal investigation of crude oil trading activity
  • Represented non-U.S. asset management firm in connection with CME exchange investigation of Exchange of Futures for Related Position (EFRP) transactions and related compliance matters.
  • Advised major natural gas and oil production company related to CFTC and exchange position limit regulations and compliance matters.
  • Conducted internal investigation on behalf of global petroleum E&P company concerning potential violations of the Commodities Exchange Act, CFTC regulations, and exchange rules stemming from conduct of rogue trader.
  • Represented introducing broker in connection with NFA inquiry regarding alleged violation of capital requirements and other potential misconduct.

Select U.S. Trading Compliance Matters

  • Advised European energy company concerning establishment of power and natural gas trading operations in the U.S.
  • Assisted a U.S. refining and marketing company with the formation of an independent supply and trading function. Advised the client regarding CFTC and exchange rules pertaining to position limits, bona fide hedge exemptions, swap dealer registration requirements, reporting and recordkeeping requirements, and documentation requirements. Also conducted a two-week compliance training program for the client’s relevant employees on applicable regulatory requirements.
  • Represented large, non-U.S. energy service provider with respect to the establishment of U.S.-focused commodity trading activities and energy futures trading on U.S. exchanges. Assessed associated trading and corporate risks and outlined related U.S. regulatory and compliance issues. Provided comprehensive training to applicable traders and management.
  • Advised energy company in connection with the establishment of an independent supply and trading function.
  • Advised a non-U.S. broker on the regulation and structuring of a new commodity derivative trading business.
  • Represented a U.S. LNG company with respect to the establishment of independent natural gas trading operations and related regulatory and compliance issues.
  • Represented global trading company in assessing the impact of Dodd-Frank derivatives reforms, including analyzing the global business operations of the trading company and its affiliates to determine whether registration as a swap dealer or major swap participant was required, and to evaluate the impact of cross-border application of Dodd-Frank swap requirements such as swap data recordkeeping and reporting. 
  • Represented a European commodities trading company with U.S. regulatory and structuring issues related to establishment of subsidiary to begin cross-border swap activities and U.S. derivatives trading.
  • Represented a global integrated sugar business in connection with CFTC regulatory and trading compliance matters.

Select Securities/Investigations & Regulatory Matters

  • Advised non-U.S. broker in connection with expanding trading access into U.S. markets and related transactional and regulatory issues.
  • Defended former technology company global head of sales in SEC investigation of alleged accounting and disclosure fraud and potential insider trading.
  • Represented investment management company in SEC investigation involving fraud allegations.
  • Represented municipal bond sales representative for diversified financial services company in SEC investigation of activity related to the treatment of retail bond orders.
  • Represented asset manager in connection with internal investigation into potential whistleblower allegations concerning improper conduct and alleged insider trading.
  • Represented broker dealer affiliate of large bank in FINRA investigation of practices related to post-termination systems access and related policies and controls.
  • Represented London-based global equity manager in responding to SEC inquiry related to the activities of one of its employees.
  • Represented US computer memory and computer data storage company in SEC matter seeking continued protection of confidential company information under FOIA.
  • Represented investment advisor in connection with response to significant SEC examination deficiency letter.
  • Advised Middle East broker concerning introducing broker relationship and related U.S. regulatory issues concerning offering U.S. market trading to US client.

Select Cryptocurrency and Digital Asset Matters

  • Conducted voluntary compliance program audit and review for global cryptocurrency trading platform.
  • Advised quantitative proprietary trading firm in connection with regulatory and compliance matters concerning cryptocurrencies.
  • Advised corporate venture investment team concerning regulatory due diligence on potential investment in digital asset and crypto-focused U.S. broker dealer.
  • Represented large crypto exchange operator in connection with transaction due diligence concerning U.S. asset purchases and related CFTC regulatory issues.
  • Advised large crypto exchange with respect to CFTC regulatory compliance and enforcement matters.
  • Advised energy infrastructure company in connection with potential investment in blockchain-based environmental products trading platform offering tokenized environmental attributes.
  • Advised a developing crypto asset trading platform with respect to SEC and CFTC regulatory requirements and obligations.
  • Advised non-U.S. bitcoin derivatives trading platform in connection with U.S. regulatory requirements and issues related to offering services to U.S. persons.
  • Represented blockchain technology company in SEC investigation of alleged unregistered initial coin offering.

Select Environmental Products and Carbon Markets Matters

  • Advised leading power and natural gas energy company concerning voluntary carbon market trading and compliance matters.
  • Advised energy infrastructure company in connection with potential investment in blockchain-based environmental products trading platform offering tokenized environmental attributes.
  • Advised broad range of energy market participants in connection with VPPAs and related CFTC regulatory and compliance issues.

Select Independent Compliance Consultant/Compliance Review Matters

  • Served as SEC-ordered Independent Compliance Consultant for technology and space company in connection with resolution of SEC allegations regarding disclosure failures and other violations.
  • Conducted extensive voluntary compliance program audit and review for global cryptocurrency trading platform.
  • Conducted a review of a registered swap dealer and global investment bank’s controls, policies, and procedures mandated by an enforcement settlement with a U.S. financial regulator arising out of trading misconduct in FX markets. Included review of more than 160 policies and procedures applicable to the bank’s FX trading and sales operations and testing of related key controls.
  • Conducted a comprehensive review of applicable laws, regulations, and guidance materials related select business activities at a large U.S. bank.
  • Represented multinational agri-business in potential billion-dollar joint venture. Provided CFTC regulatory advice related to potential cross-border joint venture transaction involving agricultural commodity assets, including substantial analysis of complex commodities trading compliance risks, CFTC position limit and aggregation requirements, and advice regarding the impact on potential deal structures.
  • Represented one of the largest non-U.S. general trading companies regarding regulatory considerations in connection with a large-scale restructuring of global trading operations contemplated by the company. Among other things, this engagement entailed providing practical advice regarding compliance implementation strategies and the impact of several CFTC regulations, including swap dealer registration requirements, on various structures contemplated by the client.
  • Represented global oil and gas trading and shipping company outside the US in connection with corporate restructuring analysis to optimize regulatory risk profile of US-focused commodity trading activities. This project included a detailed analysis of CFTC regulatory compliance obligations and related risks and mitigation steps.
  • Represented one of Europe’s largest energy supply and trading operations in connection with identification of U.S. trading compliance risks and advice with respect to the full range of CFTC regulatory requirements applicable to futures and swap trading activities.
  • Represented large global general trading company in connection with U.S. regulatory compliance issues arising from metals transactions.
  • Advised U.S. refining and marketing company with respect to U.S. regulatory and compliance issues in connection with its efforts to restructure its U.S. operations and commodity trading activities.

Select FERC Investigation Matters

  • Advised an LNG-focused energy company on energy trading compliance, including, FERC enforcement matters, CFTC and exchange position limit issues and bona fide hedge exemptions, commodity trading advisor registration issues in connection with a marketing newsletter, and cross-border application of Dodd-Frank to global business.
  • Represented LNG project developer in connection with FERC investigation related to facility development and construction issues.
  • Represented North American energy marketing and trading affiliate of Japanese global trading company in connection with FERC investigation of wholesale natural gas trading.
  • Represented North American energy trading and marketing division of global asset management company in FERC investigation of alleged manipulation of the ISO New England Inc. wholesale capacity market. Investigation concluded with a finding of no wrongdoing and no further action.

Other Representative Matters:
Commodities and Derivatives/Investigations & Regulatory

  • Represented global agriculture company in response to CFTC position limit and trade reporting investigation.
  • Represented a U.S. refining, marketing and logistics company in internal investigation of potential energy market trading misconduct and whistleblower complaints concerning alleged market manipulation in certain crude oil products.
  • Represented market reporting company in connection with response to CFTC enforcement request for information.
  • Advised a global merchant and processor of grains and related commodities with respect to response to CFTC inquiry regarding position limit compliance.
  • Advised energy services company in connection with CFTC regulations and related laws concerning the protection of client funds in connection with the MF Global bankruptcy
  • Advised insurance company in connection with detailed swap transaction analysis related to novel and complex insurance product offerings.
  • Advised American utility and power generation company concerning swap regulation compliance and CFTC rules.
  • Represented large global general trading company in connection with US regulatory issues associated with obtaining registration relief for advising or working with non-US clients trading on US exchanges.
  • Represented derivatives consulting firm in connection with CFTC investigation concerning potential market manipulation and related activities
  • Advised large midstream energy company regarding application of CFTC regulations, including position limit compliance matters.
  • Represented a natural gas energy services company in connection with CFTC trading compliance matters
  • Advised global agriculture company with respect to CFTC regulatory requirements and Dodd-Frank compliance.
  • Represented global trading company in assessing the impact of Dodd-Frank derivatives reforms, including cross-border application of Dodd-Frank swap requirements and swap dealer registration issues.
  • Represented global brokerage company with respect to CFTC regulatory issues and cross-border application of swap requirements, including application of cross-border guidance and swap-execution facility requirements.
  • Represented U.S. institutional brokerage firm in connection with U.S. regulatory and CFTC issues associated with registration and related CFTC regulatory compliance matters.
  • Advised an international merchandising and trading company regarding regulatory and compliance issues related to CFTC rules and Dodd-Frank derivatives reform requirements in connection with trading in fertilizers, petrochemicals, and other commodities.
  • Represented U.S. subsidiary of Japanese gas company in connection with U.S. regulatory issues associated with natural gas trading related to LNG joint venture.
  • Advised a Japanese energy company in assessing the potential impact of Dodd-Frank on a commercial agreement with respect to services relating to a natural gas liquefaction and LNG regasification facility.
  • Represented energy market trade association with respect to CFTC regulatory issues and comment letters on CFTC regulatory proposals.
  • Assisted an asset management trade association in preparation of comment letters to CFTC on position limits and swap execution facility issues.
  • Advised Fortune 500 insurance company in connection regulatory treatment of new products and analysis of potential application of CFTC swap regulations
  • Assisted major insurance company in request to CFTC and SEC staff for interpretation that insurance product fell within the scope of the insurance safe harbor and would not be regulated as a swap or security-based swap.
  • Assisted a global asset management firm in obtaining CFTC staff relief with respect to statutory and regulatory definitions of a commodity pool.
  • Advised large sovereign wealth fund in relation to the status and implication of litigation and regulatory investigations concerning U.S. commodity warehouses related to metals.
  • Advised a leading merchant and processor of agricultural goods with respect to compliance with position limits requirements and CFTC regulatory compliance matters.
  • Advised a global exchange group regarding CFTC regulatory and compliance matters applicable to derivatives trading, clearing, and settlement activities.
  • Advised a South African bank regarding compliance with the Volcker Rule, and provided the bank with advice regarding the potential impact of several CFTC regulations.
  • Provided detailed CFTC training presentation to energy traders and relevant personnel of major airline.
  • Advised large power and energy company in connection with CFTC regulations and related laws concerning the protection of client funds in connection with the MF Global bankruptcy proceedings.
  • Advised large power and energy company concerning application of CFTC regulations and Dodd-Frank requirements to natural gas trading activities.
  • Represented global energy trading firm in connection with energy trading compliance matters and CFTC regulations.
  • Advised a global integrated sugar business in connection with futures trading matters regarding ICE sugar contracts and related issues
  • Advised energy investment firm concerning US regulatory requirements applicable to certain contemplated business and investment activities and provided related training
  • Advised multinational integrated oil and gas company concerning CFTC regulatory requirements applicable to contemplated business and provided CFTC swaps and futures training to relevant personnel.
  • Assisted non-U.S. clearing house in connection with seeking an exemption from registration as a derivative clearing organization (DCO).
  • Advised non-U.S. advisory firm with respect to cross-border application of CFTC regulations.
  • Advised non-U.S. investment manager and pension trustee regarding cross-border application of CFTC regulations.
  • Advised a non-US CFTC registered swap dealer on compliance with CFTC cross-border regulations.
  • Analyzed a complex derivatives product for a Canadian insurance company to determine product regulatory status and confirm whether it is an SEC-regulated security-based swap, CFTC-regulated swap, or mixed swap.
  • Advised derivatives market participants, including commercial entities, trading firms, swap dealers, SEFs, DCOs, FCMs, CPOs, CTAs, and pension plans regarding compliance with Dodd-Frank regulations from the CFTC and SEC, including swap dealer registration analysis, product assessment, examination of cross-border application of Dodd-Frank swap requirements, and compliance with position limits.
  • Advised energy and trading companies with the development of commodity trading policies and procedures and related internal controls.
  • Provided detailed compliance training to traders and key personnel related to CFTC market conduct, futures and swaps trading compliance, and related enforcement matters, including spoofing, market manipulation, position limit compliance, and swap reporting obligations.
  • Represented trading companies, financial services firms, and industry associations in connection with response to CFTC requests for public comment concerning broad range of CFTC rulemaking proposals, including Dodd-Frank rules and position limit proposals.

Securities and Other Matters/Investigations & Regulatory

  • Represented London-based global equity manager in connection with SEC regulatory issues and SEC’s related interpretations impacted by European privacy laws including GDPR.
  • Represented registered investment company in connection with response to SEC examination deficiency letter and related remediation matters.
  • Advised investment manager in connection with response to SEC exam deficiency letter and related remediation efforts.
  • Represented energy company Audit Committee in connection with whistleblower internal investigation.
  • Represented national financial services company in connection with internal review of investment advisory programs and related compliance issues
  • Represented public company in connection with SEC enforcement inquiry regarding potential insider trading.
  • Represented global medical device company in connection with SEC enforcement investigation regarding FCPA matters.
  • Represented corporate CFO in an SEC enforcement investigation regarding potential accounting fraud and alleged books and records, internal controls and reporting violations.
  • Represented transportation industry public company in connection with SEC enforcement investigation regarding accounting matters.
  • Represented corporate director and CEO in an SEC enforcement investigation.
  • Represented the operator of U.S. and non-U.S. trading platforms before the SEC in connection with a proposed rule that would limit the ability of investment companies to engage in derivatives.
  • Advised Fortune 500 insurance company in connection regulatory treatment of new products and analysis of potential application of SEC swap regulations.
  • Advised asset management firm offering exchange traded products with respect to derivatives regulations and related policy and compliance issues.
  • Represented energy-focused investment adviser in connection with response to SEC examination and related deficiency letter.
  • Represented securities exchange in connection with response to SEC request for public comment concerning equity market regulatory issues.
  • Advised state-owned petroleum and natural gas company in Africa with respect to SEC regulatory and compliance matters related to certain energy transactions.
  • Advised various market participants on the SEC’s rules relating to security-based swaps, and compliance obligations applicable to security-based swap dealers.

Awards & Community

The Best Lawyers in America - Derivatives and Futures Law, 2020-2024

IFLR1000, Notable Practitioner for Financial Services Regulatory, 2018-2020 & 2023

The Legal 500 U.S., Structured Finance: Derivatives and Structured Products, 2019-2020

News

results Page of

Thought Leadership

results Page of