Randall W. Bodner
Partner
Randy, who is a member of Ropes & Gray’s governing Policy Committee and former head of the firm’s business and securities litigation practice group, 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, DOJ 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
- Keurig Green Mountain. Lead counsel in securing complete dismissal of a federal securities class action challenging statements concerning the company’s introduction of a new product. After prevailing on a motion to dismiss the plaintiffs’ first consolidated complaint, the plaintiffs agreed to voluntarily dismiss the action with prejudice following a hearing on Ropes & Gray’s motion to dismiss a second amended complaint and motion for sanctions. Also lead counsel defending KGM in three sets of securities fraud and derivative actions and related SEC investigation regarding alleged accounting improprieties. Successfully secured a Second Circuit affirmation of the dismissal in one securities action, an appeal was withdrawn in another and convinced the SEC to close its four-year long inquiry without recommending any enforcement action against the company or its current or former employees.
- Public Rare Disease Biotech Company. Lead counsel defending the Company, its CEO and other executives against allegations of fraudulently inflating the share price of the Company’s common stock by failing to disclose information they were under a duty to disclose related to the drug under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The plaintiffs sought hundreds of millions in damages, and we negotiated a resolution to this matter on terms favorable to our client.
- EZCorp Inc. Lead counsel in securing complete dismissal of three former audit committee members of the Board of Directors of EZCORP in a derivative action alleging that they breached their fiduciary duties by entering into contracts with a consulting firm owned by the company’s controlling shareholder. One of the first cases to be argued following the decision by the Delaware Supreme Court in the seminal case In re Cornerstone Therapeutics Inc. regarding the pleading requirements for non-exculpated breaches of fiduciary duty.
- Demoulas Supermarket. Lead litigation counsel representing a special committee of Demoulas Supermarket’s Board of Directors (owners and operators of supermarket chain Market Basket). Helped guide the committee through a highly complex and contested transaction valued at over $1.6 billion, which received widespread and long-standing national media attention. As part of this effort, represented the chairman of the board against a motion for preliminary injunction challenging his independence and seeking to enjoin a $300 million distribution by the Board. Successfully opposed preliminary injunction motion and moved to dismiss the complaint, ultimately allowing Ropes & Gray’s client to continue serving as chairman of the board.
- 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, securing dismissal of claims against the company in a multiple hundred million dollar securities fraud class action. Also represented the company in related parallel DOJ and SEC investigations and secured the first non-prosecution agreement with the SEC wherein no enforcement action was taken against the company in light of its cooperation with regulators.
- GT Advanced Technologies, Inc. Lead counsel representing GT Advanced Technologies 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. Negotiated a settlement of this action on terms very favorable to our clients.
- BioMimetic Therapeutics, Inc. Lead counsel securing a complete victory with the Sixth Circuit affirming the dismissal of a securities class action in which plaintiffs claimed damages in excess of $75 million alleging fraud in the company’s statements concerning its flagship medical product.
- 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.
Publications
- Randall W. Bodner & Elizabeth D. Johnston, “Improved Protection for Independent Directors,” Insights: The Corporate & Securities Law Advisor (June 2015)
- “Securities Group Of The Year: Ropes & Gray,” Law360 (February 2, 2015) (Subscription required)
- “Keurig Green Mountain: From Adversity to Crossroads,” Law360 (November 22, 2014) (Subscription required)
- Quoted, “6th Circ. Corporate Scienter Test Leaves Cos. Vulnerable,”Law360 (October 19, 2014) (Subscription required)
- “Ropes Defeats Keurig Green Mountain Securities Class Action,”The Am Law Litigation Daily (June 17, 2014)
- “2nd Circ. Puts Away Green Mountain Coffee Investor Suit,” Law360 (June 17, 2014) (Subscription required)
- “6th Circ. Affirms Dismissal Of BioMimetic Shareholder Row,” Law360 (March 28, 2014) (Subscription required)
- “Securities Group Of The Year: Ropes & Gray,” Law360 (January 15, 2014) (Subscription required)
- Randall W. Bodner & Ryan P. McManus, “Corporate Scienter After Janus,” Bloomberg BNA Securities Regulation & Law Report (2012)
- Randall W. Bodner, Christopher G. Green & 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,“The Times They Are A'Changing - SEC & DOJ Investigations,” PLUS Annual Conference, Chicago, Illinois (November 10, 2016)
- Moderator, “Key Issues for C-Suites and Boards: Effectively Facing Domestic & International Enforcement,” Directors Roundtable Institute (February 2015)
- 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)
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Panelist, ALI-ABA 2006 Financial Services Institute Conference, Washington, D.C. (February 2006)
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Speaker, “SEC v. Lawyers,” MCLE 2005 Business and Securities Conference, Boston (September 2005)
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Speaker, “Be the Hero: Advising D&Os for Two Corporate Extremes – from IPO to Bankruptcy,” 2005 ABA Annual Meeting, Chicago (August 2005)
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Speaker, “Protecting the Board and Your Fees: Current Trends in D&O Liability,” ABA-CLE Teleconference (February 2005)
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Speaker, “Protecting the Board and Your Fees: Director Liability and D&O Insurance,” ABA Annual Meeting, Atlanta (August 2004)
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Panelist, “What Business Lawyers Need to Know About SEC Enforcement Proceedings,” MCLE Annual Business and Securities Law Conference (October 2003
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Panelist, “D&O Insurance – Is Sarbanes-Oxley Killing It? – A Hands-On Workshop,” New York City Bar Association (October 2002)
Education
- 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)
Admissions / Qualifications
Qualifications
- Massachusetts, 1987
Court Admissions
- U.S. District Court for the District of Massachusetts
- U.S. District Court for the Eastern District of Michigan
- 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
Awards
- US News: The Best Lawyers in America Securities/Capital Markets Law “Lawyer of the Year” (2018, 2020, 2023)
- US News: The Best Lawyers in America Securities Regulation “Lawyer of the Year” (2023)
- US News: The Best Lawyers in America (2008-2023)
- Chambers USA: America’s Leading Lawyers for Business (2008-2022)
- Boston Magazine “Top Lawyers” (2021)
- Benchmark Litigation 2018
- Legal 500 (2016-2018)
- Litigation Star, Benchmark Litigation (2015-2016)
- Massachusetts Super Lawyers (2004-2021)
- Financial Times “U.S. Innovative Lawyer" (2010, 2012)
- Marquis Who’s Who in America
- 2010 Burton Award for excellence in legal writing