Meet the team
Organigram
Team Services
In today’s markets, where corporate control transactions, public offerings, activist shareholders, the use of complex derivatives and other financial instruments, bad news impacting stock performance, regulatory inquiries and investigations, and insurance coverage are often intertwined, strategic and tactical litigation decisions can have a wide-ranging impact not only on the success of a given transaction, but on companies, their boards, senior management, and those who advise them. Our securities litigation practice is thus built around two guiding principles: clients should be served by broadly experienced litigators who are not merely advocates, but counselors and strategists who view their task as part of a collective business problem to be overcome; and tailoring a specialized team to the specific needs of both client and case is the most efficient and cost-effective way to successfully handle complex securities litigation matters.
Accordingly, we bring to bear a case-customized interdisciplinary approach that includes experienced securities litigators who “see the entire field” and, as needed, lawyers from related practice areas across the firm, whether it be transactional M&A and securities, antitrust, white collar, bankruptcy, executive compensation or those who focus on the industry sectors in which our clients operate. Whether it be federal securities class actions, shareholder derivative suits, challenges to M&A transactions, proxy contests, ERISA class actions, securities-related adversary proceedings in bankruptcy, internal investigations, regulatory investigations or enforcement actions, our securities litigators do it all, in forums across the country, and often simultaneously given the scourge of parallel proceedings and multi-forum litigation.
SECURITIES FRAUD CLASS ACTIONS
Defense of public companies, directors and officers, board committees, underwriters, auditors, and others in “stock drop” and other class actions (and individual suits) brought by shareholders and other interested parties alleging securities fraud and related claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, Section 14 of the federal proxy rules, Sections 11 and 12 of the Securities Act of 1933, the Investment Company Act, the Investment Advisers Act, ERISA and related federal and state securities laws and regulations arising out of IPOs and other offerings, “earnings surprises,” financial restatements, government investigations, product failures and other bad news or “corporate trauma,” including obtaining dismissals under the heightened pleading standards of the PSLRA and recent U.S. Supreme Court jurisprudence and successfully opposing class certification by challenging the applicability of the “fraud-on-the-market” presumption and on various other grounds.
DERIVATIVE SUITS
Representation of companies, boards of directors, board constituencies, special litigation committees and others in Delaware and state and federal courts across the country in all types of shareholder and other derivative suits and related actions, including responding to stockholder demand letters, obtaining dismissals of Caremark (“oversight”) claims for failure to plead “demand futility” and on the basis of “102(b)(7)” exculpatory charter provisions, as well as successfully trying such claims to verdict, obtaining stays of derivative suits brought in parallel with federal securities class actions, and responding to “220 demands” to inspect corporate books and records.
M&A, PROXY, AND CORPORATE GOVERNANCE LITIGATION
Representation of private and public companies, directors, board committees, investors, private equity firms, and financial advisors in the full range of corporate control litigation, in Delaware and across the country, arising out of tender offers, mergers and acquisitions, MBOs, LBOs, controlling stockholder and other “going-private” transactions, spin-outs, spin-offs, recapitalizations, and asset purchases, including: hostile takeover litigation (successfully representing both hostile acquirors and target boards); proxy contests (successfully representing both incumbent boards and insurgent investors); defense of expedited shareholder class actions seeking preliminary injunctions for alleged breaches of fiduciary duty, disclosure and/or federal proxy rules violations; successfully mounting and fending off challenges to defensive devices (poison pills, break-up fees, no-shops and other “lock-ups”); “busted deal” (MAC/MAE) litigation; and post-closing disputes relating to earn-outs, purchase price/working capital adjustments and indemnification for breaches of representations and warranties.
INTERNAL CORPORATE, BOARD AND COMMITTEE INVESTIGATIONS
Representation of public and private companies, corporate boards, audit committees, special committees, special litigation committees and management, as independent special counsel and otherwise, in handling complex internal investigations in response to auditor 10A demands, shareholder derivative demands, whistleblower claims, or at the client’s own initiative, including advising directors and board committees on their fiduciary duties and corporate governance “best practices” during the course of such investigations, protecting applicable privileges and minimizing the risks such investigations can create for parallel or follow-on proceedings, while working closely with forensic consultants, other experts, and/or the company’s auditors, as appropriate.
REGULATORY INVESTIGATIONS AND ENFORCEMENT MATTERS
Representation of public companies, management and boards of directors in regulatory investigations, enforcement actions and other proceedings commenced by the SEC, the CFTC, the NFA, the DOJ, U.S. Attorney’s offices, state attorneys general and other regulatory agencies, self-regulatory organizations (such as FINRA and the PCAOB), and foreign regulators (such the UK’s FSA), on matters ranging from disclosure and accounting issues – including asset valuation issues, alleged earnings management, financial statement restatements and option-backdating – to alleged violations of the federal securities and commodities laws for fraud, insider trading, manipulation and other issues.
COMPLEX FINANCIAL INSTRUMENTS LITIGATION
Representation of issuers, underwriters, trustees, investment funds and other professionals, corporate officers and directors, and major investors in all types of disputes arising out of complex securities, financial instruments and derivatives transactions, including esoteric equities, corporate debentures and other debt instruments, options, warrants, futures, hybrids, government securities, structured financial products, credit default and other swaps, foreign exchange (FX) forward transactions and other trades governed by ISDA master agreements, collateralized debt obligations (CDOs), mortgage-backed securities (MBS), residential mortgage-backed securities (RMBS), synthetic transactions, and other exotic derivatives.
In addition to securities litigation experience, we offer a broad array of services within the financial services and banking sector.