Securities

Managed and supervised the legal team at Bank One (later acquired by J.P. Morgan Chase) with responsibility for securities litigation, including shareholder derivative actions.

Other securities representations involving the Partners of the firm include:

A group of amici institutional investors in a case presenting the question whether, for purposes of a claim under Section 11 of the Securities Act of 1933, 15 U.S.C. § 77k, a plaintiff may plead that a statement of opinion was “untrue” merely by alleging that the opinion itself was objectively wrong, or must the plaintiff also allege that the statement was subjectively false – requiring allegations that the speaker’s actual opinion was different from the one expressed.  Omnicare, Inc. v. Laboreres District Council Construction Industry Pension Fund, No. 13-435 (U.S. Supreme Court).  See 2014 WL 4380111 (brief).

Leading hedge funds and portfolio managers in a series of regulatory compliance matters in the United States and United Kingdom, which involved analyzing governing law, coordinating cross-jurisdiction legal opinions, and providing advice to clients.

A leading European bank with respect to international regulatory compliance issues in connection with a project to develop a worldwide electronic securities-trading platform for customers in Europe and the United States.

A group of investment funds in a case presenting the questions (1) whether a state ban on speech by an issuer of unregistered securities to members of the public based upon their financial status violates the First Amendment, where the speech is concededly truthful and non-misleading, and where the state characterizes the speech ban as a “disclosure rule” to further an objective that federal law does not permit the state to achieve directly, and (2) whether the Due Process Clause of the Fourteenth Amendment permits a forum state to exercise personal jurisdiction over a non-resident business solely because the business operated a website accessible from the state (and from any other location in the world) and sent a single concededly truthful and non-misleading e-mail responding to a resident’s inquiry, when the business did not enter (and, based upon these communications, could not have entered) into a transaction with the resident. Bulldog Investors General Partnership v. Galvin, 132 S.Ct. 2377 (2012).

A group of amici medical researchers in a class action against a pharmaceutical company and three of its executives, alleging that defendants violated federal securities laws by failing to disclose material information regarding one of the company’s products. Matrixx Initiatives, Inc. v. Siracusano, 131 S.Ct. 1309 (2011).

A series of cases involving the ability of Enron shareholders to file state-law securities fraud claims in state court. Newby v. Enron Corp., 542 F.3d 463 (5th Cir. 2008); In re Enron Corp. Securities, 535 F.3d 325 (5th Cir. 2008); Fleming & Associates v. Newby & Tittle, 529 F.3d 631 (5th Cir. 2008).

A hedge fund defendant in a civil securities fraud action. Collier v. Aksys, Inc., 179 Fed. Appx. 770 (2d Cir. 2006).

The First National Bank of Chicago (now part of J.P. Morgan Chase) in a case presenting the question of the enforceability of an option under an interest-rate-swap agreement. First National Bank of Chicago v. Ackerley Communications, Inc., 28 Fed. Appx. 61 (2d Cir. 2002). See 2001 WL 34355866, 2001 WL 34355867 (briefs) (U.S. Court of Appeals for the Second Circuit).

A state public employees retirement fund in a case presenting the question whether a federal court may use the supplemental jurisdiction statute in the removal context to prevent a state court from litigating state-law civil claims, where the Younger doctrine would bar the issuance of an injunction to achieve that result. Kansas Public Employees Retirement Sys. v. Reimer & Kroger Assocs., Inc., 519 U.S. 948 (1996). See 1996 WL 33422737 (brief) (U.S. Supreme Court).

A group of shareholders in a class action settlement arising out of the purchase of a public company by Google, Inc. Jiannaras v. Alfant, Index No. 21262/09 (N.Y. Sup. Ct).

A venture capital firm in a securities fraud suit against a media technology provider that declared bankruptcy during the suit.

A group of institutional investors in a case presenting the question whether the District Court erred in excluding Plaintiffs’ damages expert under Fed. R. Evid. 702 and Daubert.  Teachers Retirement System of Louisiana v. Pfizer, Inc., No. 14-2853-CV (CA2).