Securities & Financial Litigation

Seyfarth Shaw’s securities and financial litigation practice has a successful track record defending companies and individual officers and directors in a wide variety of securities matters, including:

• claims under the Securities Exchange Act, the Securities Act, ERISA, the Williams Act, RICO and state fiduciary duty laws; 
• shareholder derivative actions; 
• Department of Justice (“DOJ”), Securities and Exchange Commission (“SEC”) and National Association of Securities Dealers investigations and proceedings; 
• private class actions alleging violations of state and federal securities laws;
• and insider trading, stock options dating or other market timing allegations.

Our attorneys have represented public companies, their officers and outside accounting firms in a number of highly-publicized corporate investigations and have appeared before the SEC, the DOJ and the U.S. Congress in connection with these matters. We regularly advise clients on Sarbanes-Oxley compliance issues and assist in risk assessments, audits and liability avoidance programs. In conjunction with our labor and employment practice, our litigators are experienced in handling ERISA/401k stock drop class actions, as well as disciplinary, whistleblower and related employee issues that often arise under Sarbanes-Oxley.

We help clients avoid litigation by establishing compliance protocols, facilitating cooperation with investigations (where appropriate), and thoroughly analyzing strategic responses and defenses to class action complaints. Our experience in these matters provides clients with practical strategies for minimizing their exposure once an issue develops, and navigating the complex regulatory bureaucracies involved in governmental investigations. Should litigation prove necessary, we work to eliminate or reduce exposure at the earliest possible time, and to employ the in-depth experience of our team, which includes former members of the enforcement division of the SEC, and former senior federal and state prosecutors.

Representative Engagements

In each of these matters, our attorneys worked with clients and, where appropriate, their D&O liability insurers, to provide an aggressive, yet appropriate and efficient plan of action.

• Succeeded in having all securities fraud claims dismissed against a publicly-traded technology company and its Chief Executive Officer and Chief Financial Officer. The result was particularly remarkable, given that each of these officers had sold millions of dollars worth of the company’s stock just weeks before a significant drop in the company’s stock price. 
• Succeeded in obtaining the dismissal of all claims against the former President of a large multinational corporation in an action brought by a private investor seeking millions of dollars in alleged losses. 
• Obtained a summary judgment for all defendants in a merger litigation involving a stock-for-stock merger between a publicly traded company and a private company. The decision, which has been widely cited in other cases involving mergers, was issued just days before trial. 
• Obtained dismissal of 28 out of 29 alleged misstatements in a securities class action under Section 10(b) and Rule 10b-5 involving a recall of pharmaceutical products allegedly responsible for multiple deaths. The case subsequently was resolved early in discovery for a small fraction of the potential exposure. 
• Obtained dismissal of claims for breach of fiduciary duty against a company and the officer and director defendants in a post-merger dispute. We obtained dismissal of certain defendants on the initial demurrers, others through a successful writ petition to the California Court of Appeals, and the balance through voluntary dismissal by plaintiffs, with no payment of any kind to the plaintiff class or its counsel.
• Obtained dismissal, twice, of all Section 10(b) and Rule 10b-5 claims against a company and all individual defendants in a securities class action arising out of disclosures contained in the merger prospectus between our client and the acquiring entity.