Ross Romero

The U.S. Commodity Futures Trading Commission's enforcement division is set to be led by a former federal prosecutor who tackled financial fraud and insider trading cases in the Southern District of New York before turning to private practice, most recently as a shareholder at Greenberg Traurig LLP. A CFTC spokesperson confirmed to Law360 that David I. Miller will join the agency as director of enforcement under Chairman Michael Selig. "David's decades of experience and proven track record as a commodities and derivatives litigator will play a critical role in ensuring the Division is focused on its core purpose of policing fraud, abuse, and manipulation," Selig said in a statement. Miller joins the CFTC as the agency's authority potentially expands to cover digital assets and adjusts to the explosion of prediction markets. He spent over five years as a federal prosecutor in the Southern District of New York before turning to white collar and enforcement defenses as a partner at Morgan Lewis & Bockius LLP in 2014 and later joining Greenberg Traurig as a litigation shareholder in 2019. Earlier in his career, Miller served as a special assistant U.S. attorney in the Eastern District of Virginia and provided litigation counsel to the CIA before pursuing terrorists as a U.S. Department of Justice trial attorney in 2007. He served as the CIA's assigned representative in the prosecution of former Vice President Dick Cheney's chief of staff, I. Lewis "Scooter" Libby, for leaking the identity of CIA agent Valerie Plame Wilson. In 2009, Miller moved to the Southern District of New York under then-U.S. Attorney Preet Bharara, where he turned to prosecuting financial crimes as a member of the securities and commodities fraud task force, among other roles. Miller handled a multitude of insider trading actions in New York, including as a member of the team that handled "Operation Perfect Hedge," which led to over 80 convictions related to insider trading offenses. On the defense side, Miller recently beat back a watershed crypto insider trading case against former OpenSea employee Nathaniel Chastain, whom a jury initially convicted on charges tied to NFTs he bought knowing they would later be featured on his employer's NFT marketplace homepage. Miller had argued the activity wasn't insider trading because Chastain's conduct didn't involve securities or commodities trading and that the information he used to trade didn't provide any commercial value to his employer to sustain a fraud conviction. Though a jury convicted Chastain in May 2023, Miller and appellate counsel from Shapiro Arato Bach LLP won a reversal at the Second Circuit in July, when the appeals court found the Manhattan federal court was wrong to instruct the jury that the government didn't need to prove the featured NFT information was valuable to the company. Federal prosecutors formally dropped their case on Tuesday after they told the lower court in January that they wouldn't pursue a retrial. Miller also defended ex-Coinbase employee Ishan Wahi in the government's first-ever crypto insider tipping case. Wahi received two years in prison after admitting to tipping his brother and a friend to cryptocurrency listings that enabled them to make $1.5 million of illegal profit. Miller will take the helm at the CFTC's enforcement division as it faces a potential expansion of its authority over digital assets. Congress is contemplating throwing much of crypto oversight to the CFTC in its pending bill to regulate crypto markets, the Clarity Act. While the bill has stalled in the Senate, CFTC chair Selig has committed to using the agency's existing authority and collaborating with the U.S. Securities and Exchange Commission to create a crypto regulatory framework. Miller's insider trading experience may also be a boon to the agency as it faces a new set of challenges to police prediction markets, which present novel opportunities to leverage insider information trading on the outcome of real-world events. U.S. Attorney Jay Clayton for the Southern District of New York has already said he foresees criminal prosecutions addressing prediction market trading. The CFTC's Selig has made clear he believes his agency is the primary regulator for event contract trading, with plans to write rules and battle state gambling regulators in enforcements where the CFTC's jurisdiction is at issue.

Feb 25

3 min

Commodity Futures Trading Commission chairman Michael S. Selig on Monday named Greenberg Traurig shareholder David I. Miller as the agency’s enforcement director, a key appointment as the derivatives regulator asserts a larger role in overseeing prediction markets and the cryptocurrency industry. The move comes as the CFTC has sharpened its jurisdictional stance and enforcement posture. The agency recently filed an amicus brief in the U.S. Court of Appeals for the Ninth Circuit, asserting its exclusive jurisdiction over the U.S. commodity derivatives market, while lawmakers consider crypto legislation that could expand the CFTC’s authority. “I am honored and thrilled to join the CFTC at this exciting and transformative time,” Miller said in a statement on Monday. “I am grateful for the trust and confidence that chairman Selig has placed in me and thank him for appointing me to this critical role." After graduating from New York University School of Law in 1998, Miller began his career as a litigation associate before moving into public service in 2005. He first served in the U.S. Attorney’s Office for the Eastern District of Virginia and later joined the Central Intelligence Agency. He then worked briefly as a counterterrorism trial attorney at the U.S. Department of Justice. Miller later moved to New York to become an assistant U.S. attorney in the Southern District, where he joined the securities and commodities fraud task force. He was part of teams that prosecuted more than 80 defendants for insider trading offenses and coordinated closely with agencies, including the U.S. Securities and Exchange Commission. Miller returned to the private sector in July 2014 as a partner at Morgan, Lewis & Bockius, where he worked in the firm’s white‑collar investigations and securities enforcement practices. During his time there, he also served as a consultant for the Showtime television series "Billions." He joined Greenberg Traurig as a shareholder in October 2019. At Greenberg Traurig, Miller represented Fortune 500 companies, banks, broker dealers, hedge funds, private equity firms, crypto businesses, corporate executives and other clients in criminal and civil enforcement matters, government investigations, complex litigation and national‑security cases. Miller has tried 12 jury and bench cases, including several multi-defendant securities and accounting fraud trials, and secured guilty verdicts against nearly all defendants on all counts as a federal prosecutor. As an appellate advocate, he has briefed and argued multiple cases before the U.S. Court of Appeals for the Second Circuit. Miller succeeds Paul Hayeck, who has served as acting enforcement director since June 2025. Hayeck will remain at the agency as chief of the enforcement division’s complex fraud task force, which targets market manipulation, abusive trading practices and other misconduct. Selig said Miller will play a key role in keeping the division focused on its core mission of policing fraud, abuse and manipulation, rather than drifting into policymaking. “I am delighted to welcome David to the CFTC,” Selig said. “He brings to the commission decades of experience as a federal prosecutor and white-collar defense attorney, with a proven track record of defending market participants against the novel legal theories of overzealous regulators and plaintiffs."

Mar 2

2 min

Gilead Sciences Inc. announced Monday that it has agreed to acquire clinical-stage biotechnology company Arcellx Inc. for $115 per share in cash plus one contingent value right worth $5 per share, reflecting an implied equity value of $7.8 billion. Ropes & Gray LLP is advising Gilead, and Wilson Sonsini Goodrich & Rosati PC is representing Arcellx. Under the agreement, a Gilead subsidiary will commence a tender offer for all outstanding Arcellx shares not already owned by Gilead, which already holds roughly 11.5% of Arcellx's stock, according to the announcement. The cash offer represents a 68% premium to Arcellx's 30-day average share price as of Friday, Gilead said. Arcellx stock was up more than 77% on Monday. The deal builds on an existing collaboration between Gilead's Kite unit and Arcellx to co-develop and sell the latter's lead drug, anitocabtagene autoleucel, or anito-cel, a treatment for patients with the blood cancer multiple myeloma, the announcement said. The therapy is being developed as a fourth-line treatment for patients with relapsed or refractory multiple myeloma. "Beyond the potential launch this year, anito-cel could become a foundational treatment for multiple myeloma over time, including earlier lines of therapy," Daniel O'Day, chair and CEO of Gilead, said in the announcement. He noted that the technology behind anito-cel could also support the company's broader work in in-vivo cell therapy, further strengthening Gilead's oncology and inflammation pipeline. The U.S. Food and Drug Administration has accepted a biologics license application for anito-cel, with an action date under the Prescription Drug User Fee Act set for Dec. 23, the announcement said. Rami Elghandour, chair and CEO of Arcellx, said the company had found a "world-class partner" in Gilead. He praised the potential of anito-cel to benefit patients and clinicians, while acknowledging the contributions of Arcellx's team and study participants. The boards of both companies approved the deal, which is expected to close in the second quarter of 2026, subject to customary conditions including regulatory approvals and tender of a majority of outstanding Arcellx shares. BofA Securities Inc. and Morgan Stanley & Co. LLC are acting as financial advisers to Gilead. Centerview Partners LLC is acting as exclusive financial adviser to Arcellx. A Kirkland & Ellis LLP team is advising Centerview, led by partners Laura Knoll and Graham Robinson. The Ropes & Gray team is led by partner Emily Oldshue. The Wilson Sonsini team is led by partners Rob Ishii, Dan Koeppen, and Ross Tanaka.

Feb 23

2 min

Home health and hospice provider Enhabit Inc., advised by Jones Day, on Monday unveiled plans to go private following a sale to middle market private equity firm Kinderhook Industries LLC, led by Kirkland & Ellis LLP, in an all-cash deal valued at roughly $1.1 billion. Under the terms of the agreement, Kinderhook will pay $13.80 per share for Enhabit, representing a roughly 24.4% premium to the company's closing stock price on Friday, according to a Monday statement. Once the deal closes, Enhabit will delist its shares from the New York Stock Exchange. "Following a thorough evaluation and extensive deliberations in consultation with our independent advisers, we are pleased to reach this agreement with Kinderhook," said Enhabit Chairman Jeffrey Bolton. "The board evaluated the current state of the business, its outlook and opportunities, and is confident this transaction maximizes value for our stockholders and is in their best interest." Enhabit is a national home health and hospice provider with a nationwide footprint of 249 home health locations and 117 hospice locations across 34 states. Kinderhook said it has secured financing for the deal, with a debt financing commitment letter from "certain lenders" and equity commitment letters from Kinderhook-advised funds, the statement said. "We have long admired Enhabit's leadership, patient-centric culture and strong market position in home-based care. Kinderhook has a successful 20-year track record of investing in industry-leading companies and partnering with world-class management teams," said Kinderhook Managing Director Chris Michalik. "Enhabit exemplifies exactly the kind of organization we seek to support — and the kind of team we are excited to partner with," Michalik said. Once the deal closes, Enhabit will continue to operate under its name and brand. The deal is expected to close in the second quarter of 2026, subject to shareholder approval and regulatory approvals. The Jones Day team advising Enhabit was led by partners Andy Levine and Darcy White and included partner Ferrell Keel. The Kirkland team advising Kinderhook included corporate partners Marshall Shaffer, Tom Marbury, Steven Choi and Kartik Khanna; debt finance partners Yongjin Im and Justin Greer; executive compensation partner Stephen Brecher; healthcare partners Dennis Williams and Micah Desaire; tax partner Ben Schreiner; antitrust and competition partners Ian John and Sam Morelli; employee benefits partner Chris Chase; labor and employment partner Mari Stonebraker; and technology and IP transactions partner Daisy Darvall.

Feb 23

2 min

A warehouse worker must rework his bid to certify a class against Amazon over holiday pay calculations after the Colorado Supreme Court clarified the governing overtime law, a Colorado federal judge ruled. In an order issued Friday, U.S. District Judge Philip A. Brimmer denied without prejudice worker Daniel Hamilton's motion for class certification, saying an earlier briefing on the matter is outdated following the Colorado Supreme Court's September 2024 decision clarifying how state wage regulations treat holiday incentive pay when calculating overtime. "If Mr. Hamilton chooses to refile the motion, the parties should address whether the Colorado Supreme Court's holding has resolved issues of liability regarding Amazon and, if so, whether class certification is still appropriate," Judge Brimmer said. In its ruling, the high court held that while Colorado Rule 1.8 does allow employers to exclude nonworked hours from employees' regular rate of pay for the purposes of overtime math, Amazon's incentive pay was triggered for hours worked and cannot stay out of the overtime calculations. Under Rule 1.8, workers' "regular rate includes all compensation paid to [them] including set hourly rates, shift differentials, minimum wage tip credits, non-discretionary bonuses, production bonuses, and commissions used for calculating hourly overtime rates for non-exempt employees." Hamilton argued in his April 2022 bid for class certification that the key common issue was whether Colorado law requires holiday premium pay to be included in overtime calculations. But Judge Brimmer said that because the Colorado Supreme Court has now answered that question in the affirmative, the issue is whether that ruling effectively resolves liability and, if so, whether any other common question remains. The court added that even if a common question persists, the parties must brief whether it predominates over individualized issues, including damages. Amazon did not oppose class treatment itself, taking issue only with the scope of the class and certain aspects of the proposed notice, according to the order. David H. Miller of The Wilhite & Miller Law Firm, who represents the warehouse workers, told Law360 on Monday that the judge made clear the class-certification motion must be updated to reflect the plaintiffs' success in the Colorado Supreme Court and address other issues he noted, given the motion was filed years before that unanimous ruling confirmed the legality of the claims. "So, that is what we will be doing in short order — updating the motion confirming that it should be granted, the class certified, and the class members (now numbering from what we understand to be over 20,000) be paid what they are owed under the Colorado Wage Act," Miller said. Hamilton claimed in his 2022 suit that Amazon paid him holiday pay at his hourly rate on company holidays such as Labor Day, as well as holiday incentive pay, set at time and a half his regular rate of pay, if he worked during those days. However, Hamilton claimed that Amazon left the holiday incentive pay out of his regular rate of pay when it calculated his overtime in weeks when he worked more than 40 hours. The district court initially sided with Amazon, but on appeal the Tenth Circuit asked the Colorado Supreme Court to clarify the state law, and the case returned to district court after the justices held the pay must be included. The court set a March 20 deadline for Hamilton to refile his bid. Representatives of Amazon declined to comment Monday. Hamilton is represented by David H. Miller of The Wilhite Law Firm. Amazon is represented by Jennifer S. Harpole and Sarah K. Watt of Littler Mendelson PC. The case is Hamilton v. Amazon.com Services LLC, case number 1:22-cv-00434, in the U.S. District Court for the District of Colorado.

Feb 23

3 min