Elizabeth D. Johnston
Elizabeth D. Johnston is a litigation associate in the firm’s Boston office. Elizabeth joined Ropes & Gray in 2012. From September 2015 to March 2016, Elizabeth served as Special Assistant District Attorney prosecuting misdemeanor and felony offenses in Middlesex County. In that role, she successfully conducted several trials and argued dozens of motions in Cambridge District Court. Prior to joining the firm, Elizabeth served as a law clerk to the Honorable Carolyn Berger of the Delaware Supreme Court.
Elizabeth’s securities and business litigation practice focuses on private equity litigation, public company matters, transactional litigation, securities fraud class actions, SEC enforcement matters, corporate governance matters, internal investigations, and other complex commercial disputes.
Elizabeth also maintains an active pro bono practice, including serving as a member of the team involved in an international child custody dispute under the Hague and serving as co-lead counsel on two successful political asylum hearings in Immigration Court.
Elizabeth’s third year of law school included an internship with the Government Bureau of the Massachusetts Attorney General’s Office, where she assisted representing state agencies and appeared before the Massachusetts Superior Court. In addition, during law school Elizabeth worked as a research assistant for Professor Brian JM Quinn and as a peer tutor for Boston College’s Academic Services Program. Elizabeth also served as symposium editor for Boston College Law Review. At graduation, she won the Sheila K. McGovern award. While at Middlebury College, Elizabeth interned for the Honorable Mark L. Wolf, U.S. District Court for the District of Massachusetts.
Complex Commercial Litigation
- Currently representing a limited liability company’s CEO and majority unit holder in complex commercial litigation in the Delaware Court of Chancery relating to claims concerning contractual interpretation, fiduciary duties, and reformation of limited liability company agreement.
Securities, Shareholder, and Derivative Litigation
- EZCORP, Inc.: Secured complete dismissal of three former independent outside directors of EZCORP, Inc. 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.
- Secured dismissal of parallel class action and derivative litigation filed in federal court in Massachusetts against Abiomed, Inc., alleging securities fraud and breach of fiduciary duty, with both dismissals affirmed by the First Circuit.
- OTK Associates, LLC: Part of litigation team that represented OTK Associates, LLC in shareholder litigation against Morgans Hotel Group in the Delaware Court of Chancery. Successfully secured an injunction requiring the Company to reinstate a record date and annual meeting date and prohibiting the Company from moving forward with a strategic transaction until approved pursuant to a proper process.
- Cubist Pharmaceuticals: Member of deal and litigation teams that successfully represented Cubist Pharmaceuticals, Inc. in shareholder actions challenging multiple transactions, including $800 million acquisition of Trius Therapeutics, Inc. and its $800 million acquisition of Optimer Pharmaceuticals, Inc.
- Represented BioMimetic Therapeutics, Inc. in shareholder class action litigation in Delaware and Tennessee arising out of its merger with Wright Medical Group, Inc.
- TPG Capital, L.P. (Par Pharmaceutical Companies, Inc.): Part of litigation team that secured a favorable disclosure-only settlement in Delaware in shareholder litigations challenging TPG’s $2 billion acquisition of Par Pharmaceutical Companies; New Jersey actions remain pending.
- Counsel to investment advisors and private equity fund managers in connection with SEC examinations and enforcement matters, including responses to deficiency letters and investigative subpoenas.
- Part of litigation team that filed reply brief to the Massachusetts Supreme Judicial Court on behalf of New England Forestry Foundation in New England Forestry Foundation v. Board of Assessors of the Town of Hawley (SJC-11432), a case seeking to establish the entitlement of charitable land conservation organizations to exemption from real estate tax for their protected land.
Elizabeth also maintains a robust pro bono practice. Her recent matters include helping a Turkish father to regain custody of his children after they were taken from him in a high-profile international abduction, as well as securing asylum status for both a Ugandan woman who had been persecuted for her political opinion and an El Salvadoran man who was persecuted on account of his membership in a particular social group.
- Co-Author, “Improved Protection for Independent Directors,” Insights: The Corporate & Securities Law Advisor (June 2015)
- Co-Author “The SEC’s Current Views on Private Equity,” Law360 (June 1, 2015)
- Co-author, “Rural Metro decision results in significant liability for financial adviser,” International Law Office (November 2014)
- Co-author, “Delaware Supreme Court upholds a one-way fee-shifting bylaw,” Financier Worldwide (October 2014)
- Co-author, “Indemnification and Advancement Where Multiple Sources Available,” Insights (September 2014)
- Co-author, "Negotiating in Good Faith in Delaware," Insights (July 2013)
- Presenter, “Leadership in Law School and the Practice of Law,” Suffolk Law (February 2018)
- Presenter, “Navigating Law School and Practice with Positive Psychology,” Boston College Law School (November 2017)
- Presenter, “Law and Positive Psychology,” Suffolk Law (October 2017)
- Presenter, “Integrating Positive Psychology into Legal Education,” Suffolk Law Seminar (June 2017)
- Co-presenter, “Clerking in Delaware,” Ropes & Gray Boston Partner Luncheon (September 2015)
- Co-presenter, “Impact of New England Forestry Foundation v. Board of Assessors of the Town of Hawley (SJC-11432),” The Compact of Cape Cod Conservation Trusts, Inc. Board of Directors’ Meeting (January 2014)
- Speaker, Admitted Students' Day, Boston College Law School (March 2013)
- Panelist, Career Day, Thayer Academy (March 2011)