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 Peter L. Welsh
Partner




Ropes & Gray
One International Place
Boston, MA 02110-2624

T +1 617 951 7865
F +1 617 235 0579
+1 617 854 2283 secretary
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PRACTICES
Litigation

Corporate

INDUSTRIES
Practice

Peter Welsh, a partner in our Litigation Department, focuses his practice on the areas of transactional and securities litigation as well as government enforcement, corporate governance and director and officer representations. Known for guiding directors and officers as well as buyout, hedge and venture capital firms through difficult situations, Peter regularly represents such clients in litigation, pre-litigation and regulatory investigations. Peter also advises such clients on a range of business and risk management matters.

Professional Experience

Peter has extensive experience representing mutual funds, hedge funds, credit funds, private equity funds, venture capital funds, corporations and individuals in complex securities and corporate litigation matters, including the representation of the directors and officers of several public companies in securities class actions and breach of fiduciary duty actions. An experienced litigator, Peter has worked on litigation involving contested merger transactions, including strategic, financial and going private transactions. He advises boards of directors and board committees on mergers and acquisitions and other strategic alternatives, as well as related-party transactions, internal investigations and litigation. He currently serves as the Chairman of the Directors and Officers Liability Litigation Committee of the American Bar Association and is also a member of the ABA Business Law Section's Task Force on Director and Officer Liability and the ABA Task Force on Director and Officer Indemnification.
  
Peter also has significant experience, as both a litigator and advisor, in representing directors and officers of public and private corporations, as well as principals of private equity and hedge funds, in connection with their indemnification and director and officer insurance programs. He helped to secure access to liability insurance coverage for outside, independent directors in litigation involving Enron's $450 million director and officer insurance program. More recently, Peter successfully obtained access to $25 million of coverage for a hedge fund under applicable D&O policy limits for the client's defense of an SEC investigation.
  
Peter has represented several public companies and investment advisers in civil investigations conducted by the Securities and Exchange Commission and the U.S. Department of Justice. He has also represented clients in the health care industry in enforcement and litigation matters, including the representation of several large health care companies in investigations conducted by the federal government and by state enforcement authorities.
  
In 2004, Peter served as a Special Assistant District Attorney in Middlesex County where he prosecuted some fifteen jury and bench trials and argued legal and evidentiary motions on a daily basis.
  
Representative work includes:
  • Representing the former CFO of a public communications company in an alleged stock option back-dating investigation by the SEC and resulting private litigation. Beyond his extensive involvement in defending the client in the SEC investigation, Peter managed the defense of the resulting derivative litigation, including briefing motions to dismiss—which were granted and lead to the dismissal of these actions.
  • Represented a major private equity firm in an appraisal action in the Delaware Chancery Court challenging the valuation of a portfolio company acquisition. Ultimately the matter settled and the deal closed.
  • Represented a world leader in private equity in an SEC investigation and resulting civil litigation related to the recovery of a substantial investment in a severely distressed third-party portfolio investment. As part of this representation, Peter took the lead on advising the client on pre-litigation strategy and in negotiations that lead to the recovery of over 85% of the investment. He then served as the lead lawyer defending the client in subsequent litigation brought by other shareholders of the portfolio company.
  • Represented the Independent Trustees of a mutual fund in management fee and market timing SEC investigations and civil litigation.
  • Served as lead counsel in litigation against director and officer liability insurer to obtain insurance coverage for a major pharmaceutical corporation in connection with securities fraud litigation.


Honors & Awards

  • Massachusetts Super Lawyers - Rising Stars (2005-2009)


Publications

  • Peter L. Welsh, “A “Unified” Approach to Controlling Shareholder Transactions,” Insights (August 2010)
  • Randall W. Bodner, Christopher G. Green & Peter L. Welsh, “The Delaware Supreme Court Restores Equilibrium: Independent Directors Not Liable in Ryan v. Lyondell Corp.,” Insights (April 2009)
  • Christopher G. Green, Peter L. Welsh and Andrew G. Devore, "Managing Parallel Proceedings," National Law Journal (April 2009)
  • Randall W. Bodner & Peter L. Welsh, "Advancement and Indemnification Update: Sodona v. American Stock Exchange," Insights (September 2008)
  • Randall W. Bodner & Peter L. Welsh, "Delaware Reinforces the Limits on Indemnification Claims," Insights (August 2008)
  • Randall W. Bodner, Christopher G. Green & Peter L. Welsh, "Big Boy Letters in the Spotlight," Insights (June 2007)
  • Peter L. Welsh, "The Delaware Supreme Court Clarifies Directors' Duties in Disney," Professional Liability Litigation Alert (ABA) (Winter 2007)
  • Peter L. Welsh, "Bye, Bye 'Triad' (Stone v. Ritter)," Professional Liability Litigation Alert (ABA) (Winter 2007)
  • Peter L. Welsh, "Courts Deny Plaintiffs’ Lawyers a Role In Enforcing Sarbanes-Oxley Section 304," Securities Litigation & Regulation (March 2006)
  • Randall W. Bodner & Peter L. Welsh, "The Business Judgment Rule Under Siege: Tower Air, IT Group, and Notice Pleading in Federal Court," Insights (March 2006)
  • Randall W. Bodner & Peter L. Welsh, "Disney Directors Not Liable, But Questions Remain," Insights (September 2005)
  • Randall W. Bodner & Peter L. Welsh, "Institutional Buyer Beware: Recent Decisions Reinforce Narrow Range of Remedies Available to QIBs in Rule 144A Offerings," Securities Regulation & Law Report (September 2004)
  • Randall W. Bodner & Peter L. Welsh, "Recent Decisions Explore Limitations on D&O Coverage and Coverage Defense," Professional Liability Litigation Alert (ABA) (Summer 2004)
  • Brien T. O'Connor and Peter L. Welsh, "Mixed Messages from Justice: The Ashcroft Memo and Corporate Criminal Exposure," Business Crimes Bulletin (March 2004)
  • Peter L. Welsh, "Analyst Conflicts, Efficient Markets and 'Failure to Supervise' Liability," Washington Legal Foundation: Legal Backgrounder (October 2003)
  • Randall W. Bodner & Peter L. Welsh, "Lessons from Recent Decisions Concerning D&O Policy Proceeds and Estate Property in Bankruptcy," Professional Liability Litigation Alert (ABA) (Summer 2003)
  • Joan McPhee & Peter L. Welsh, "Department of Justice's Guidelines for the Prosecution of Business Organizations and Related Issues." Boston Bar Association (June 2003)
  • Peter L. Welsh, "Sarbanes-Oxley and the Cost of Criminalization," Securities Litigation & Regulation Report (February 2003)


Presentations & Speeches

  • Panelist, "Corporate Developments Arising Out of the Financial Crisis," Northwestern Law's 48th Annual Corporate Counsel Institute, Chicago (October 2009)
  • Co-Chair, "Shareholder Liability: Piercing the Corporate Veil and Beyond," Massachusetts Continuing Legal Education, (May 2009)
  • Panelist, "Hedge Funds and the Credit Crisis: Pricing, Modeling and Valuation Impacts," Joint Ropes & Gray and Deloitte Client Conference, New York (April 2008)


Memberships & Affiliations

  • Chairman, Directors and Officers Liability Litigation Committee of the American Bar Association
  • Member, ABA Business Law Section's Task Force on Director and the ABA's Task Force Officer Liability and Director and Officer Indemnification


Bar Admissions
  • Massachusetts, 1999


Courts
  • U.S. District Court for the District of Massachusetts
  • U.S. District Court for the District of Colorado


Education
  • 1999, J.D., cum laude, The University of Chicago Law School
  • 1996, M.A., Boston College
  • 1991, A.B., The University of Chicago


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