Securities Litigation

Our Securities Litigation team has substantial experience in securities fraud, fiduciary duty and shareholder litigation in a wide variety of contexts arising under state and federal securities laws.

Our Approach

As a result of our long history representing corporate management, we have developed an intimate understanding of the practical, real-world considerations that affect how officers and directors carry out their responsibilities. We understand the pressures, both internal and external, that are put on our clients, as well as the implications of the actions involved in day-to-day business. When we represent corporate management in securities litigation or breach of fiduciary duty matters, we do so standing on the foundation of that knowledge, as well as an in-depth understanding of the law, and also call upon the expertise of lawyers in our corporate, banking, tax, and securities and corporate finance practices. We have successfully defended our clients in a broad spectrum of securities fraud and breach of fiduciary duty claims, including financial statement fraud, and adequate risk disclosures, insider trading, mergers and acquisitions challenges, inventory evaluation, related party transaction disclosures, channel stuffing, inaccurate or false earnings projections, among other issues. We also often conduct internal investigations relating to alleged improprieties by corporate officers, accounting fraud, conflicts of interest and other similar matters.

Clients Include

Public and Private Corporations
Corporate directors and officers
Underwriters
Broker-dealers
Investment advisers

Focus

Shareholder litigation arising out of public sale of securities, private offerings, alleged insider trading, mergers and acquisitions, IPOs, and accounting fraud
SEC reporting obligations, investigations and enforcement actions
SEC and NYSE administrative proceedings
FINRA arbitrations

Notable Experience

Successful representation of the outside directors of a national retail chain alleged to have purposely failed to disclose related party transactions which allowed the company to purchase inventory at artificially low prices and resulted in artificially inflated gross profit margins, false financial statements and inadequate risk disclosures.
Representation of the former CEO of a publicly traded credit card issuer and financial services company in a claim alleging several hundred million dollars in damages based on allegations that the company failed to disclose internal business problems and a related investigation by the Comptroller of the Currency involving undisclosed risks in the credit card portfolio.
Representation of the former president and COO of a publicly traded public utility which allegedly failed to disclose problems in the company’s internal computer system and associated problems with accounts receivable and accounts receivable aging. The claim was based on alleged misleading financial statements and earnings projections.
Representation of a public corporation and its officers and outside directors in a securities fraud class action lawsuit involving allegations of accounting fraud, misrepresentations regarding the status and completion date of an IPO for a subsidiary of the corporation and other similar issues. The Eighth Circuit Court of Appeals affirmed dismissal of the class action complaint in a significant decision regarding the interpretation of the PSLRA and pleading requirements for a securities fraud action. In re: Navarre Securities Corporation Litigation, 299 F.3d 735 (D.Minn.2000).
Representation of officers and directors of a corporation in a securities fraud action involving alleged failure to disclose financial problems in an acquired subsidiary.
Successful defense of the president of an investment adviser in an SEC action arising out of substantial losses in a $600,000,000 mutual fund that had invested heavily in derivative securities.
Representation of officers and directors of a public company alleged to have failed to disclose potential risks of future business expansion which involved the legal significance of cautionary language in offering documents disseminated to the investing public.
Representation of major accounting firms in litigation involving the failure to ascertain and disclose the financial condition of a public company in audited financial statements.
Representation of board members of regulated companies in various SEC investigations involving allegations of failure to disclose risk in offering documents.
Representation of officers of public corporations in shareholder litigation involving claims of conflict of interest and dissemination of false information about the status of the corporation's business.