Weil, Gotshal & Manges LLP
Nationally-recognized expertise in securities class action litigation, shareholder derivative suits, M&A litigation, financial products litigation, SEC and other regulatory proceedings, white collar defense, and internal investigations on behalf of audit and other board committees
Trusted by industry-leading corporations and financial/securities institutions – and their officers and directors – to handle their most important securities cases and corporate governance issues
Proven record of winning the most complex and difficult cases both through motions practice and at trial
Weil’s Securities Litigation Practice is a 70-lawyer litigation and counseling group that is nationally recognized in securities class action litigation, shareholder derivative suits, M&A litigation, financial products litigation, SEC and regulatory proceedings, and internal investigations on behalf of audit and other board committees. Individual lawyers in the group are consistently recognized by Chambers as among the very best in the field. Our team includes a former SEC Commissioner, a federal prosecutor, federal and state court judicial clerks, and the author of the renowned treatise, The Business Judgment Rule: Fiduciary Duties of Corporate Directors, which has been cited by numerous federal and state courts.
Besides its deep experience in litigating and trying securities cases, fiduciary duty class actions and shareholder derivative actions, the Securities Litigation practice brings its securities and corporate governance savvy to counseling clients on topics such as fiduciary duties of officers and directors of public and privately-owned companies; internal investigations involving audit and other board committees; and compliance with SEC and other governmental regulations, including Sarbanes-Oxley, regarding disclosure responsibilities and fiduciary duties and assistance with SEC investigations and proceedings; and white-collar defense and investigations. The group also specializes in cutting-edge securities litigation, including those arising under Section 10(b) and Rule 10b-5, the short-swing profit provisions of Section 16(b), and SEC enforcement proceedings.
The Securities Litigation practice group is a driver in key securities, accounting and corporate governance cases in both federal and state courts. Most recently, we have been in the forefront in advising and handling the major disputes, investigations and litigations arising from the 2008 financial crisis for clients such as AIG, General Electric, Lehman Brothers, GM, Merrill Lynch, and Washington Mutual. Recent notable representations include:
- AIG Shareholder Derivative Action (S.D.N.Y.): Obtained dismissal of all claims asserted in shareholder derivative action alleging mismanagement and breaches of fiduciary duty by 33 AIG directors and officers involving AIG’s subprime mortgage credit default swap portfolio exposure and related alleged wrongdoing leading to AIG’s near collapse in September 2008 and AIG’s subsequent unwinding of its credit default swap portfolio. The suit also targeted retention payments made to employees of AIG’s Financial Products unit that were the subject of a national uproar in March 2009.
- AIG/Defense of US & UK Regulatory Investigations: Successfully defended AIG in multiple regulatory investigations arising out of AIG’s subprime-related losses. After investigations by the DOJ, the SEC, the U.K. Serious Fraud Office, and the U.K. Financial Services Authority, no charges were brought against AIG or any of its current or former employees.
- AIG/Starr Foundation (N.Y. App.): Prevailed in dispute with the Starr Foundation, a nonprofit organization, claiming $300 million in damages suffered . because AIG allegedly did not timely disclose its subprime market losses. Action was dismissed from the bench by lower court and Starr appealed. Appellate panel ruled four-to-one to affirm dismissal because Starr could not show damages.
- Tishman Speyer Development Corp. (D. Colo.): Secured complete victory for clients Tishman Speyer Development Corp., Archstone-Smith Operating Trust, Archstone-Smith Trust, and current and former officers and Trustees of Archstone-Smith Trust in securities class action based on the $22 billion leveraged buyout (LBO) of Archstone by affiliates of Tishman Speyer and Lehman Brothers in 2007, then one of the largest real estate investment trust LBOs in history.
- Exxon Mobil Corp. Shareholder Derivative Action (Texas Dist. Ct.): Won dismissal of shareholder derivative action brought on behalf of Exxon Mobil Corp. against past and present directors and officers who were alleged to have breached their fiduciary duties by failing to properly oversee Exxon’s development of the Point Thomson Unit on the Alaskan North Slope.
- General Electric Securities Fraud Class Actions (D. Conn. and S.D.N.Y.): Prevailed on motions to dismiss in two unrelated securities fraud class actions arising out of alleged “earnings miss” in first quarter 2008 (D. Conn.) and allegedly misleading statement regarding equity offering made in September 2008 (S.D.N.Y.)
- Health Management Associates, Inc. (M.D. Fla. and Fla. Cir. Ct.): Secured dismissals of federal and state court actions (securities class action, derivative suit and ERISA class action) challenging disclosures and transactions.
- In re Children’s Place Securities Litigation (S.D.N.Y.): Represented The Children’s Place and one of its executive officers in a consolidated putative federal class action alleging violations of the securities laws in connection with the company’s corporate governance, stock option granting practices, and business relationship with The Walt Disney Company.
- In re Satyam Computer Services Securities Litigation (S.D.N.Y.): Representation of the former outside directors of Satyam Computer Services in securities litigation in New York arising out of the largest accounting restatement in the history of India, when the company’s chief executive officer and outside auditors are in jail in India.
- Maxim & Comverse Stock Option Class Actions: Representation of Maxim and Comverse in two of the largest nationwide class actions arising out of alleged backdating of stock options. Both cases were successfully resolved after extensive motion practice.
- In re Mutual Funds Investment Litigation (D. Md.): Representing CIBC World Markets Corp., secured dismissal with prejudice of six securities fraud class actions and three shareholder derivative actions involving allegations of market timing and late trading of mutual funds.
- CIBC World Markets Corp./SEC & NYAG Investigations: Representation of CIBC in connection with SEC and NY Attorney General investigations of market timing practices. The matter also involved the defense of CIBC in related securities fraud and shareholder derivative actions.
- In re Short Sale Antitrust Litigation (2d Cir.): U.S. Court of Appeals for the Second Circuit affirmed district court’s dismissal of putative class action lawsuit seeking treble damages against twelve financial institutions, including CIBC World Markets, that allegedly served as “prime brokers” in short sale transactions.
- In re Kinder Morgan, Inc. Shareholders Litigation (Kan. and Tex.): Successful defense of the management of Kinder Morgan in an action by shareholders to enjoin vote on one of the largest management-led LBO’s in history. After expedited discovery, plaintiff's motion for an injunction was denied and the deal was closed.
- In re Marvel Entertainment Inc. Shareholder Litigation (NY and Del.): Successful defense of The Walt Disney Company in multi-district shareholder class action litigation arising out of Disney's 2009 acquisition of Marvel Entertainment for $4 billion.
- In re NYMEX Shareholder Litigation (Del. Ch.): Won motion to dismiss for NYMEX Holdings, parent company of the New York Mercantile Exchange, and its board of directors in connection with NYMEX’s $9.5 billion sale to CME Group, Inc., the operator of the Chicago Mercantile Exchange.
- Williamson v. AT&T et al. (Santa Clara County Cal.): Obtained a $400 million settlement on the eve of trial on behalf of a trustee for a litigation trust which had brought claims alleging that AT&T, as a controlling shareholder, breached its fiduciary duties to At Home Corporation and stole At Home trade secrets.
- Value Partners v. Bain & Co. (D. Mass): Obtained jury award for full damages requested ($10 million) after a one-month trial in an action for unfair competition and tortuous interference arising from Bain’s hiring of Value Partners’ Brazilian office’s partners and professional and support staffs, and solicitation of clients.
- In re ExxonMobil Securities Litigation (D.N.J): Motion to dismiss granted with prejudice in securities fraud class action arising out of the 1999 merger of Exxon and Mobil, and alleging claims under Sections 10(b) and 14(a) of the Securities Exchange Act of 1934.
- In re Estée Lauder Companies Securities Litigation (S.D.N.Y.), and Miriam Loveman v. Ronald A. Lauder, et al. (S.D.N.Y.): Obtained the dismissal of two securities litigations brought against The Estée Lauder Companies, Inc. based on allegations that Estee Lauder made false and misleading statements in order to inflate its sales and earnings.