Securities & Derivative Litigation

In class action and single-plaintiff securities lawsuits under federal and state law, we help public and private companies and their executives achieve early dismissals and favorable settlements. We defend clients in shareholder derivative actions arising from allegations of self-dealing and misuse of corporate assets. We move to quickly resolve deal-threatening litigation, including disclosure, valuation, and earn-out challenges.

Our rare blend of industry-specific business acumen and deep knowledge of the substantive and procedural law, financial products, and deal structures. Our seasoned securities litigators work alongside our white-collar lawyers, regulatory enforcement lawyers, and corporate lawyers to provide a multidisciplinary, integrated approach to efficiently mitigate economic and operational risk.

We are regularly engaged by our clients for:

• Securities class actions and single-investor lawsuits: We regularly defend companies and their executives against lawsuits alleging violations of the Securities Act of 1933, the Exchange Act of 1934, and state "Blue Sky" laws, including claims alleging fraudulent misrepresentation or omission in corporate filings, financial statements, and other disclosures.
• Shareholder derivative actions: We represent special committees, audit committees, and directors and officers in defending against derivative actions arising from alleged breach of fiduciary duty. These actions arise in a variety of contexts, including allegations of insider trading, self-dealing transactions, waste of corporate assets, usurpation of corporate opportunity, and inadequate corporate oversight.
• Corporate governance disputes: We represent companies in a wide variety of corporate governance matters, including contests for corporate control, disputes arising under shareholder and member agreements, shareholder oppression claims, disputes over major corporate transactions, shareholder records requests, and statutory appraisal actions.
• Internal investigations: We guide companies, special committees, and audit committees through internal investigations occasioned by whistleblower complaints, regulatory inquiries, and prelitigation shareholder demands.