Securities & Complex Commercial Litigation

  • Represented one of the world’s largest independent market makers in a putative class action alleging defendant market makers violated the Securities Act and state laws by selling unregistered securities. Our client successfully moved to dismiss 29 of plaintiffs’ 30 claims, and then we led the remaining defendants in successfully moving for summary judgment dismissing the remaining claim in Ohio federal court.
  • Representing leading national securities exchanges in consolidated putative class actions filed in New York federal District Court following the release of Michael Lewis’ Flash Boys. The plaintiff alleged contractual breaches arising out of the exchanges’ method of data dissemination. Our clients obtained a full dismissal of all claims by the District Court.
  • Representing leading national securities exchanges in putative class action filed in New York federal court alleging claims of securities fraud relating to high-frequency trading. The District Court dismissed all claims.
  • Representing the Special Litigation Committee of the Board of Directors of a NYSE-listed company in investigating shareholder derivative claims concerning the fairness of a proposed multi-billion dollar merger transaction.
  • Representing several mortgage originators in multiple civil actions in state court, federal court and bankruptcy court alleging billions of dollars in damages arising out of alleged breaches of representations and warranties with respect to mortgage loans.

Looking Forward

Scheme liability, class certification, concurrent jurisdiction, and loss causation are issues to watch in 2019. In Lorenzo, the Supreme Court could clarify who can be liable for making misstatements under Rule 10b-5(b), what conduct triggers scheme liability under Rules 10b-5(a) and (c), and where to draw the line between primary and secondary liability. In In re Goldman Sachs Group, the Second Circuit could refine recent rulings that have eased the way for plaintiffs to establish market efficiency to invoke the fraud on the market presumption of reliance at the class certification stage. After Cyan — in which the Supreme Court ruled that SLUSA did not end concurrent jurisdiction over Securities Act class actions — state courts have seen a spike in Securities Act filings (see table), a trend that might persist unless state court judges signal that they will honor the Reform Act’s procedural protections. Finally, the Supreme Court could take up First Solar, in which the Ninth Circuit held that loss causation is established if a stock-price drop is caused by misstatements or omissions of fact, even if the market is unaware of the fraud.