Amy D. Roy
Partner
Amy is a partner in the firm’s securities litigation group, where she has practiced since 2007. Amy represents financial services firms, including investment advisers and mutual funds, and other clients in securities litigation and other complex business disputes in courts around the country. Amy focuses her practice on the investment management industry and has experience in litigating many of the leading issues facing the mutual fund industry, including excessive fee claims, prospectus liability and closed-end fund activism. In addition to active litigation matters, she regularly advises clients in federal and state government investigations. Amy is an industry thought leader on issues surrounding environmental, social and governance (ESG) investing practices, advising multiple clients on regulatory investigations and disclosure matters, and is also a regular speaker and commentator on ESG investing issues.
Amy is co-chair of Ropes & Gray’s Associate Liaison Committee and a hiring partner for the Boston office. She also serves on the Board of Directors for Greater Boston Legal Services.
Experience
- Fund Advisers. Counsel in defending multiple fund advisers against claims of excessive fees under the Investment Company Act of 1940 (PIMCO, Metropolitan West Asset Management, Harris Associates, State Farm, T. Rowe Price).
- ProShares Funds. Successfully defended against securities class action claims alleging violations of Section 11 of the Securities Act and Section 10(b) of the Securities Exchange Act regarding its Exchange Traded Fund risk disclosures.
- Sequoia Fund. Won dismissal of derivative claims against all defendants asserted in connection with Fund's allegedly over-concentrated investments in Valeant Pharmaceuticals.
- Third Avenue Funds. Defending the independent trustees and funds against securities class actions and derivative claims in multiple courts in connection with the closure of the Third Avenue Focused Credit Fund in 2015.
- State Street Bank & Trust Co. Counsel for State Street in SEC enforcement matter arising from investments in subprime-related securities by unregistered collective trust funds and disclosures in connection with those investments. Also, defended State Street at a bench trial in connection with ERISA and securities litigation arising from subprime mortgage exposure in State Street's bond funds.
- Ameriprise Financial, Inc. Counsel for Ameriprise in multi-court securities litigation against The Reserve Primary Fund for losses suffered after The Reserve Trust's money market account "broke the buck" in 2008.
- Stemline Therapeutics. Represented public company and its officers and independent directors in a putative class-action securities fraud litigation alleging violations of Section 11 of the Securities Act and Section 10(b)5 of the Securities Exchange Act arising from Stemline’s alleged failure to disclose adverse events just prior to the company’s IPO. Accepting the arguments in Stemline’s motion to dismiss, the Court dismissed the case in its entirety.
- OvaScience. Obtained dismissal of purported shareholder class action alleging violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5.
- Genzyme. Successfully represented Genzyme in a securities fraud litigation arising out of a shareholder lawsuit alleging failure to disclose merger negotiations. Secured dismissal of shareholder's litigation, affirmed by the Second Circuit, setting the standard for disclosure about preliminary merger negotiations.
- Cornwell Entertainment, Inc. Trial counsel to author Patricia Cornwell in seven-week federal jury trial against former business management firm and individual business manager for breach of fiduciary duty, breach of contract, and negligence resulting in a complete victory and a multi-million dollar verdict. Participated in all aspects of the case from complaint drafting to verdict, including: written and testimonial discovery, fact investigation and development, engagement of expert witnesses, dispositive briefing, witness examination at trial, and post-trial briefings.
- Mayfield, Sequoia Capital, Equinox Partners, TCV, among others. Regularly represent private equity, venture capital, and investment management clients in SEC examinations and compliance matters.
Publications
- Quoted, “GOP state AGs question BlackRock fund board's independence, governance practices,” Fund Board Views (July 14, 2023)
- Quoted, “Directors Face Heat over ESG at State, Federal Levels,” BoardIQ (April 4, 2023)
- Co-author, “Debunking Myths About ESG Investing,” Bloomberg Law (November 14, 2022)
- Quoted, “’Green’ funds warned of hazardous grey areas,” Financial Times (September 19, 2022)
- Quoted, “ESG litigation risk rising,” Environmental Finance (July 4, 2022)
- Co-author, “The SEC’s Shot Across the Bow on ‘Greenwashing’ in ESG Funds,” New York Law Journal (June 15, 2022)
- Quoted, “Trustees fume as Birdthistle suggests that funds get away with high fees,” Fund Directions (June 6, 2022)
- Quoted, “New Rules Seek to Standardize Motley Crew of ESG Funds,” BoardIQ (May 31, 2022)
- Co-author, “Litigation Risks Posed by “Greenwashing” Claims for ESG Funds,” Harvard Law School Forum on Corporate Governance (April 25, 2022)
- Quoted, “Closet indexing' suit targets American Century, fund board,” Fund Board Views (November 9, 2021)
- Quoted, “Plaintiffs Bail Emptyhanded on Fee Case Against T. Rowe,” Ignites (January 5, 2021)
- Quoted, “Plaintiffs Bail Emptyhanded on Fee Case Against T. Rowe,” BoardIQ (January 5, 2021)
- Quoted, “T. Rowe case dismissal all but ends 36(b) litigation,” Fund Board Views (January 4, 2021)
- Quoted, “JPMorgan wins on summary judgment appeal in excessive fees case,” Fund Board Views (April 1, 2020)
- Featured, “Q&A: Mutual funds as plaintiffs in shareholder litigation,” Fund Board Views (February 24, 2020)
- Quoted, “Looming obstacle to naturalization fee waivers draws response from organization, firm,” Massachusetts Lawyers Weekly (November 27, 2019)
- Quoted, “Sequoia Fund prevails in Second Circuit appeal over Valeant,” Fund Directions (September 12, 2019)
- Quoted, “Plaintiff loses appeal in Sequoia Fund suit,” Fund Board Views (September 11, 2019)
- Co-author, “Mutual Funds Should Stay Out Of Shareholder Litigation,” Law360 (September 2019)
- Quoted, “Sequoia Fund prevails in Second Circuit appeal over Valeant,” Compliance Reporter (September 9, 2019)
- Featured, “Q&A with MetWest Attorneys After Successful District Court Defense,” Planadviser (Aug. 16, 2019)
- Quoted, “MD court rejects Sequoia Fund derivative claims,” Fund Board Views (August 15, 2019)
- Quoted, “Sequoia Fund ruling on Valeant challenge reaffirms a board's discretionary powers,” Fund Directions (August 19, 2019)
- Quoted, “Court Decision Compares Asset Manager Advisory and Subadvisory Fees,” Plan Adviser (August 12, 2019)
- Quoted, “MetWest 36(b) triumph affirms industry optimism,” Fund Board Views (August 7, 2019)
- Quoted, “MetWest Asset Management Wins Trial Over Advisory Fees,” Law360 (August 6, 2019)
- Co-author, “An Implied Private Right of Action Under the Investment Company Act,” Harvard Law School Forum on Corporate Governance and Financial Regulation (August 2019)
- Co-author, “Mutual Fund Excessive Fee Claims and Market Conditions,” Harvard Law School Forum on Corporate Governance and Financial Regulation (August 2019)
- Quoted, “Second Circuit hears arguments in Sequoia concentration appeal,” Compliance Reporter (June 13, 2019)
- Quoted, “Summary judgment granted in Davis 36(b) case,” Fund Board Views (June 4, 2019)
- Quoted, “BlackRock Victory in 36(b) Case Reaffirms Board Judgement in Approving Fees,” Fund Directions (February 28, 2019)
- Quoted, “Bucking Northstar, NY court dismisses Sequoia Fund suit,” Fund Board Views (November 5, 2018)
- Quoted, “New York Life wins summary judgment in 36(b) case,” Fund Board Views (October 12, 2018)
- Quoted, “Third Circuit upholds Hartford 36(b) ruling,” Fund Board Views (September 7, 2018)
- Quoted, “Plaintiffs face 'uphill battle' in BlackRock 36(b) case,” Fund Board Views (June 29, 2018)
- Quoted, “MetWest judge's privilege ruling a comfort to fund boards, counsel,” Fund Board Views (May 31, 2018)
- Quoted, “Courts grant summary judgment to two 36(b) defendants,” Fund Board Views (March 14, 2018)
- Quoted, “Post-AXA JPMorgan 36(b) case dismissed,” Fund Board Views (February 15, 2018)
- Quoted, “Proposed bill aims to curtail 'frivolous' 36(b) cases,” Fund Board Views (February 2, 2018)
- Profiled, “Rising Star: Ropes & Gray's Amy Roy,” Law360 (August 2, 2017)
- Quoted, “House-Approved Bill Could 'Chill' Litigation, Hasten Product Launches,” Ignites (June 12, 2017)
- Quoted, “Court grants Calamos board’s privilege claim,” Fund Directions (April 27, 2017)
- Quoted, “Judge upholds attorney-client privilege in Calamos case,” Fund Board Views (April 26, 2017)
- Quoted, “Cheaper Fee-Suit Settlements Likely After Hartford, Axa Wins,” Ignites (March 16, 2017)
- Quoted, “NY court dismisses Sequoia case,” Fund Directions (February 28, 2017)
- Quoted, “Sequoia Shareholder Suit Dismissed,” Ignites (February 27, 2017)
- Quoted, “Russell to Defend Fund Fees at Trial This Week,” Ignites (February 27, 2017)
- Quoted, “Sequoia Fund wins dismissal of lawsuit over huge Valeant stake,” Reuters (February 24, 2017)
- Quoted, “Judge dismisses Sequoia suit, affirms board oversight role,” Fund Board Views (February 24, 2017)
- Quoted, “Judge pares back claims in Russell fee case,” Fund Directions (December 1, 2016)
- Author, “Lessons from the Axa Trial,” Fund Directions (October 2016)
- Quoted, “Will AXA, Hartford cases quell 36(b) suits?” Fund Board Views (September 21, 2016)
- Quoted, “Mutual fund boards seek protection from future Northstar-type litigation,” Fund Board Views (September 8, 2015)
- Author, “Northstar V. Schwab: How the Ninth Circuit has opened long closed doors in fund litigation,” Fund Directions (May 28, 2015)
- Author, “Consider This: Attorney-Client Privilege In And Out Of The Boardroom,” Fund Director Intelligence (June 28, 2013)
Presentations
- Panelist, “What Directors of ‘ESG Focused’ Mutual Funds Want to Know About ESG,” Webinar (August 2, 2023)
- Panelist, “Developments in Retirement Investment and Excessive Fee Litigation,” Strafford Webinar (August 2, 2023)
- Panelist, “The State of the States: A Look at How States Are Reacting to ESG Investing,” ICI ESG Webinar Series (July 20, 2023)
- Panelist, “What Mutual Fund Directors Want to Know About ESG,” Webinar (June 13, 2023)
- Panelist, “The Topic Du Jour: Is ESG Investing Financial, Political, or Both?” ICI Investment Management Conference (March 21, 2023)
- Panelist, “Spotlight on ESG: Compliance and Risk Issues,” ICI Mutual Insurance Company Risk Management Conference (April 14, 2021)
- Panelist, “Mutual Fund Civil Litigation: Year in Review,” ICI Mutual Funds and Investment Management Conference (March 17, 2021)
- Panelist, “Board Meeting Mechanics: Practical Issues for Directors,” Independent Directors Council Webinar (October 3, 2018)
Education
- JD, cum laude, Duke University School of Law, 2007; Co-Chair Duke Law Moot Court Board; Articles Editor, Law and Contemporary Problems
- BA (Economics and Psychology), summa cum laude, Wheaton College, 2003; Phi Beta Kappa
Admissions / Qualifications
Qualifications
- Massachusetts, 2007
- Maine, 2011
Court Admissions
- U.S. District Court for the Central District of Illinois, 2016
- U.S. Court of Appeals for the Second Circuit, 2018
- U.S. Court of Appeals for the Seventh Circuit, 2015
- U.S. Court of Appeals for the Ninth Circuit, 2015
- U.S. District Court for the District of Massachusetts, 2010
Awards
- Fund Intelligence Mutual Fund Industry & ETF Awards “Rising Star Of Mutual Funds” (2022)
- The National Law Journal, Trailblazer (2019-2020)
- Law360 Rising Star (2017)
- Massachusetts Super Lawyers Rising Star (2013-2021)
