Rule 10b-5 class defense
Loss causation, scienter and materiality attacked at the pleading stage, with an economic expert engaged before the complaint is even consolidated.
Securities Litigation
Defense of issuers, officers and directors in class actions, derivative suits and SEC enforcement, from the first stop-loss to final judgment.
Our view of this work
A securities case is won or lost on the motion to dismiss. Everything before it is preparation for that brief, and everything after it is negotiation. We write for the judge who will read it at nine at night.
What this covers.
Derivative and fiduciary claims
Demand futility, special litigation committees, and the Caremark exposure that boards now face on oversight failures.
SEC enforcement
Wells submissions, testimony preparation and negotiated resolution, including cases closed at the investigative stage without recommendation.
Internal investigation
Independent, privileged, and structured so the work product survives contact with a regulator rather than becoming the next problem.
Disclosure counselling
Risk-factor drafting, 8-K timing and the disclosure decisions made in the four days after something has gone wrong.
D&O coverage
Notice, allocation and the coverage litigation that follows when a carrier reserves rights on the claim you actually have.
Representative matters.
Prior results do not guarantee a similar outcome. Client identities are withheld where the engagement requires it.
All results- Obtained dismissal with prejudice of a consolidated 10b-5 class action against a Nasdaq-listed medical device issuer following a restatement.
- Closed an SEC investigation of a Chicago asset manager at the Wells stage with no enforcement recommendation.
- Defended a board special committee through a derivative action arising from a failed take-private.
Questions we are asked.
We have received a subpoena. What should we do first?
Preserve. Issue a litigation hold immediately and suspend any automatic deletion. Do not begin interviewing employees before counsel is engaged, because those conversations may not be privileged in the way you expect. Call us before the return date, not near it.
Can you represent both the company and its executives?
Usually not, and we will say so early. Where interests may diverge we represent the company and help arrange separate counsel for individuals. Pretending a conflict does not exist costs far more later than acknowledging it on day one.
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Talk to Priya.
The first conversation about a securities litigation matter is with the partner who would run it, and it is not billed.