Securities & Derivative Litigation
Shareholder lawsuits distract management, disrupt business, and bust budgets. We help our clients eliminate those risks with aggressive yet practical defense strategies and predictable spend.
Overview
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.
What sets us apart?
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.
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.
Select Experience
- Defended a CEO of a biologics company in a securities class action and shareholder derivative litigation arising from alleged revenue manipulation. Both settled on favorable terms with no payment by the client.
- Defended the former CFO of a government-sponsored entity (GSE) in three punitive class actions alleging violations of the 1934 Act arising from the GSE's periodic disclosures. Obtained complete dismissals in two of the actions, one on summary judgment, the other on a motion to dismiss. Defeated motions for class certification by showing that the plaintiffs failed to prove that Freddie Mac common and preferred shares traded in an efficient market.
- Defended the former CFO of a private equity firm in federal and state lawsuits alleging securities fraud, common law fraud, and breach of fiduciary duty arising from alleged misstatements in offering documents. Secured the client's voluntary dismissal from each action.
- Defended the former CFO of a peer-to-peer carsharing company in a securities fraud class action arising from allegedly misleading financial statements. Settled favorably and within limits.
- Obtained a complete dismissal on the pleadings of a securities fraud lawsuit against our client, a market maker. The suit alleged market manipulation and misrepresentation, in addition to fiduciary duty, regulatory, and antitrust violations.
- Defended an underwriter/distributor in three lawsuits alleging 1933 Act and 1934 Act claims arising from the collapse of a mutual fund complex in 2021, including class actions under federal and New York state law. Settled on favorable terms.
- Negotiated with the lead plaintiff in a putative class action alleging securities fraud to drop our client from the case after pointing out that the allegations against our client were legally insufficient. The complaint alleged that our client and numerous other A-list celebrity defendants promoted a prominent non-fungible token and digital asset without disclosing that they were being compensated for their alleged endorsement.
- Defended token issuer and executive in a class action lawsuit under the Washington State Securities Act brought by token purchasers. Settled on favorable terms through mediation.
- Obtained dismissal of a Ponzi scheme victim's New York Supreme Court complaint against TD Ameritrade relating to securities trading on margin by fraudster in TD Ameritrade account.
Represented prominent prime broker in connection with hedge fund client's threatened claims relating to failure to exercise warrants before deadline associated with corporate action. - Defended Pacific Northwest Title against claims under Oregon Securities Act and for allegedly aiding and abetting breach of fiduciary duty, fraud, and breach of contract. Obtained complete defense verdict after two-week trial.
- Representation of Washington Mutual officers in multidistrict class action litigation and tag-along cases pending in federal district court in the Western District of Washington involving securities claims arising from collapse of housing market and FDIC seizure of WAMU assets. Appointed by court as sole liaison counsel for all defendants. Settled after four years of litigation.
- Defended former CFO of Washington Mutual against claims arising from alleged flaws in hedging strategies. Settled after five years of litigation, substantial motion practice, and proceedings in the 9th Circuit.
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