Randall W. Bodner

Partner

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  • JD, magna cum laude, Harvard Law School, 1985
  • BA, summa cum laude, Dartmouth College, 1981; Rufus Choate Scholar; 1981 James Fairbanks Colby, Jr. Government Prize; Phi Beta Kappa; Varsity Lacrosse (Goalie)

Qualifications

  • Massachusetts, 1987

Court Admissions

  • U.S. District Court for the District of Massachusetts
  • U.S. Court of Appeals for the First Circuit
  • U.S. Court of Appeals for the Second Circuit
  • U.S. Court of Appeals for the Third Circuit
  • U.S. Court of Appeals for the Sixth Circuit
  • U.S. Court of Appeals for the Seventh Circuit
  • Honorable Ellsworth A. Van Graafeiland, U.S. Court of Appeals for the Second Circuit
  • Member of the Board of Trustees, St. James School, St. James, MD
  • American Bar Association (Litigation Section)

Randall W. Bodner

Partner

Randy focuses on securities litigation, corporate governance matters, deal-related litigation, contentious insolvency litigation, securities enforcement matters, D&O insurance coverage, and other complex commercial disputes. Called “an engaged, passionate advocate of superior creativity” by Chambers USA, Randy has considerable experience in both the courtroom and the boardroom from his successful representations of corporations, financial services companies, private equity clients, hedge funds and individual officers and directors in corporate and securities disputes across the country. Randy has also conducted numerous internal investigations for clients involving highly sensitive matters, successfully defended against investigations and threatened actions by the SEC and other government agencies, and guided companies through grand jury investigations to avoid criminal prosecution.

Prior to joining Ropes & Gray, Randy served as an Assistant U.S. Attorney for the Southern District of New York, where his notable successes included convictions in the six-month trial of high-ranking members of the Medellin Cocaine Cartel as well as the two-month trial of the acting boss and other members of the Luchese Organized Crime Family of La Cosa Nostra.

Experience

  • TPG Capital, LP (J.Crew Group, Inc.) Lead counsel for private equity buyer in resolving shareholder litigation in Delaware and New York arising out of the $3.1 billion acquisition of J.Crew Group, Inc. by a consortium of private equity funds.
  • BioMimetic Therapeutics, Inc. Lead counsel for BioMimetic Therapeutics in securing the dismissal of a securities class action alleging fraud in the company’s statements concerning its flagship medical product.
  • Carter’s Inc. Lead counsel representing the large public company clothing retailer in actions arising out of the company’s restatement and past M&A activity, most recently securing dismissal of claims against the company in a multiple hundred million dollar securities fraud class action in 2012, as well as securing the first non-prosecution agreement with the SEC in 2010.
  • Keurig Green Mountain. Lead counsel for the company’s Audit Committee in connection with an ongoing SEC inquiry, as well as in defending three sets of securities fraud and derivative actions. Advised the company and its Audit Committee in responding to allegations made in highly-publicized presentation by hedge fund manager David Einhorn. Successfully secured dismissal of three different securities fraud class actions that were filed against the company between 2010 and 2012.
  • Officers of federally chartered purchaser of residential mortgages. Lead counsel in defending officers sued in 10b-5 securities fraud and derivative class actions for allegedly failing to disclose adequately their exposure to subprime and other nontraditional mortgage-related securities, including in a matter involving a preferred stock offering totaling $6 billion.
  • GT Solar International. Successfully negotiated a favorable settlement on behalf of GT Solar and its lead venture capital sponsors in a securities class action brought by shareholders alleging Section 11 and Section 12 claims arising from alleged disclosure violations in a $500 million IPO. GT Solar has a large Chinese customer base and does extensive business in China.
  • Former Shareholders of Rue La La. Lead counsel representing the former shareholders of Rue La La in a breach of contract and tortious interference action for damages in excess of $170 million plus punitives.
  • Schroders. Successfully defended Schroders against plaintiffs who alleged violations related to bonds issued by the German government and corporate entities following World War I. 
  • Bain Capital Partners, Thomas H. Lee Partners, Welsh Carson Anderson & Stowe, Silver Lake Partners and TPG. Lead counsel representing private equity funds in shareholder litigation challenging deals involving billions of dollars relating to private buy-outs of public companies.
  • D&O and General Partner Liability Insurance issues. Advising dozens of private equity firms, public companies, mutual fund complexes, and hedge funds on risk management and liability issues.

Awards

  • Chambers USA: America’s Leading Lawyers for Business (2008-2014)
  • Litigation Star, Benchmark Litigation (2015)
  • The Best Lawyers in America (2008-2014)
  • Financial Times “U.S. Innovative Lawyer" (2010, 2012)
  • Massachusetts Super Lawyers (2004-2013; cover story, 2004)
  • Marquis Who’s Who in America
  • 2010 Burton Award for excellence in legal writing

Insights

Publications

  • Randall W. Bodner and Ryan P. McManus, “Corporate Scienter After Janus,” Bloomberg BNA Securities Regulation & Law Report (2012)
  • Randall W. Bodner, Christopher G. Green, and Heather B. Sanborn, "SEC Penalties on Trial," Insights (October 2009)
  • 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)
  • Randall W. Bodner, Christopher G. Green & C. Thomas Brown, "Delaware Chancery Court Gives Huntsman Merger A Boost," Insights (October 2008)
  • 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)
  • 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)
  • 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)

Presentations

  • Panelist, “Coverage Wish List: Everything But the Kitchen Sink?,” 2013 PLUS National D&O Symposium, New York, NY (February 2013)
  • Panelist, "Defend Your Company, Defend Yourself - Modern Litigation Strategies," Stanford Law School Eighteenth Annual Directors' College (June 2012)
  • Panelist, “Directors and Officer’s Fiduciary Duties and Insurance,” ABI 18th Annual Northeast Bankruptcy Conference, Newport, RI. (July 2011)
  • Panelist, “Special Investigations and Insider Trading,” 17th Annual Stanford Directors’ College, Stanford, CA (June 2011)
  • Panelist, “Insurance Coverage Issues in Antitrust Investigations & Related Litigation,” ABA Section of Antitrust Law, 59th Annual Antitrust Spring Meeting, Washington, D.C. (March 2011)
  • Panelist, "Excess and Side A: To Drop Down or Not?" PLUS D&O Symposium (February 2010)
  • Panelist, "Corporate Developments Arising Out of the Financial Crisis," Northwestern Law's 48th Annual Corporate Counsel Institute, Chicago (October 2009)
  • Speaker, "Reducing Litigation Risk," Welsh, Carson, Anderson & Stowe General Counsel Meeting, The Woodlands, TX (June 2009)
  • Panelist, "What's Next?: Emerging Risks Facing Directors & Officers," PLUS D&O Symposium (February 2009)
  • Speaker, Fourteenth Annual Directors' College, Stanford Law School (June 2008)
  • Speaker, "An Update on the Latest U.S. Litigation," Mealey's Subprime Mortgage Litigation & Insurance Coverage Conference, Washington (June 2008)
  • Moderator & Panelist, "Hedge Funds and the Credit Crisis: Pricing, Modeling and Valuation Impacts," Joint Ropes & Gray and Deloitte Client Conference, New York (April 2008)
  • Guest Speaker, "Subprime D&O/E&O Exposure Update," Lehman Brothers Analyst Conference (February 2008)
  • Panelist, "Peeling the Onion: Underwriting and Claims Ramifications from the Sub-Prime Meltdown," PLUS D&O Symposium, New York (February 2008)
  • Panelist, "Developments and Current Issues Confronting Private Equity Funds," International Bar Association, Singapore (October 2007)
  • Panelist, "It Takes Two to Tango: The In-house Counsel's Guide to Effectively Leveraging Outside Counsel," ACC Northeast Panel, Boston (June 2007)
  • Panelist, "Playing It Safe: Risk Management Strategies for Private Equity Firms," Private Equity Analyst and Dow Jones Seminar (May 2007)
  • Guest Speaker, AIG European Annual Corporate Governance Seminar, London (January 2007)
  • Speaker, "Preparing for and Responding to Bad News: Key Person Event, Net Asset Value Decline, or Regulatory Investigation," Ropes & Gray Hedge Fund Conference (January 2007)
  • Speaker, "Regulation, Risks and Managing Hedge Fund Litigation," 2006 PLUS International Conference, Chicago (November 2006)
  • Panelist, "Protecting Your Firm," Private Equity Analyst Conference, New York (September 2006)
  • Chairperson, "Navigating the Corporate Minefield: Directors and Officers Insurance and How to Avoid Personal Liability," Ropes & Gray and Marsh Client Conference, Boston (July 2006)
  • Panelist, "Mitigating Securities Litigation Risk for Public Companies," Integrated Corporate Relations Conference Call (April 2006)
  • Panelist, ALI-ABA 2006 Financial Services Institute Conference, Washington, D.C. (February 2006)
  • Speaker, "SEC v. Lawyers," MCLE 2005 Business and Securities Conference, Boston (September 2005)
  • Speaker, "Be the Hero: Advising D&Os for Two Corporate Extremes – from IPO to Bankruptcy," 2005 ABA Annual Meeting, Chicago (August 2005)
  • Speaker, "Protecting the Board and Your Fees: Current Trends in D&O Liability," ABA-CLE Teleconference (February 2005)
  • Speaker, "Protecting the Board and Your Fees: Director Liability and D&O Insurance," ABA Annual Meeting, Atlanta (August 2004)
  • Panelist, "What Business Lawyers Need to Know About SEC Enforcement Proceedings," MCLE Annual Business and Securities Law Conference (October 2003)
  • Panelist, "D&O Insurance – Is Sarbanes-Oxley Killing It? – A Hands-On Workshop," New York City Bar Association (October 2002)