Securities & Governance Litigation

Overview

When confronted with the threat of a securities or governance claim, we counsel your officers, directors, and company with the goal of minimizing the risk of litigation and business disruption and helping achieve objectives. When litigation is unavoidable, we apply our extensive experience in this specialized area for practical and efficient resolution.

Our team will guide you through securities fraud and disclosure class actions and government investigations or enforcement by SEC or DOJ, in parallel with class actions. We defend against breach of fiduciary duty claims and litigate derivative claims and claims arising from changes in corporate control and M&A. We have a record of achieving dismissal of suits on preliminary motions challenging transformative transactions.

Trust our decades of experience in the courtroom in specialized securities and governance disputes.

Representative experience

• Won affirmance of a significant Chancery Court decision of first impression (which we also won) concerning an attempt to substitute an implied covenant of good faith and fair dealing for fiduciary duties that had been waived in a limited liability company agreement.
• Obtained summary judgment in federal court against the SEC in favor of investment banker accused of violating securities laws. The case was dismissed in its entirety and our client was completely vindicated. At issue was a $75 million municipal bond offering to finance a video game company owned by former Red Sox pitcher Curt Schilling.
• In Delaware Chancery Court, secured dismissal of a fraudulent breach of fiduciary claims against a company, its affiliates, and outside directors arising out of a self-tender.
• Pharmaceutical company in expedited arbitration relating to a series of incorrectly calculated earnout payments. The arbitrator awarded our client more than $3 million in reimbursement, plus pre- and post-judgment interest, as well as attorney fees and costs.
• Lead counsel for large pharmaceutical company in expedited trial in Delaware Chancery Court claiming fraud against defendant (a biotech company). Following a six-day bench trial, the court found in our client’s favor on this fraud claim. The court later awarded over $49 million in damages and pre-judgment interest to our client.
• Handled billions of dollars of claims arising out of complex financings, funds, and structured products.
• Multibillion-dollar public REIT in multi-front shareholder and derivative litigation regarding a change-of-control contest in Massachusetts federal courts and in arbitrations.
• Former chairman and CEO of pharmaceutical company in multiple federal court securities fraud class actions and derivative actions, including in Delaware Chancery Court.
• Hedge fund, its manager, and trader in connection with SEC investigation for insider trading concerning a trade made in the hours preceding a takeover announcement. Successfully obtained termination notice following written and oral testimony six months after the investigation was opened.
• Secured dismissal of fraud claims against collateral manager of CDO as time-barred because plaintiff was on inquiry notice more than two years before it commenced suit.
• Secured dismissal of securities fraud claims, in their entirety and with prejudice, against company and eleven individual defendants alleging multiple false statements related to restatement of three years of financial reports and product recall.

Recognition

• Nixon Peabody has been named a Tier 1 National firm for Securities/Capital Markets Law and Securities Regulation in the 2024 edition of Best Law Firms®.