Jeremiah Williams

Partner

Jeremiah Williams is a partner in Ropes & Gray’s litigation and enforcement practice group, focusing on securities enforcement as well as civil litigation where valuation is a key issue. In his capacity as a litigator and former government enforcement attorney, Jeremiah has represented and prosecuted individuals and organizations—particularly in the financial services industry—in both the private and public sectors. Jeremiah also has deep expertise with valuation matters, and regularly advises public companies on merger and appraisal litigation actions in the Delaware Court of Chancery, as well as pre-litigation appraisal demands.

Prior to joining Ropes & Gray, Jeremiah was Senior Counsel in the Division of Enforcement at the U.S. Securities and Exchange Commission. While at the SEC, he was a member of the Asset Management Unit, a specialized group investigating potential misconduct involving registered investment companies and private funds, with a particular focus on the Investment Advisers Act and Investment Company Act. He also previously spent six years in the financial industry, where he worked with derivatives and developed quantitative models used for valuing and hedging complex financial instruments. Jeremiah holds the Chartered Financial Analyst (CFA) designation.

Experience

Valuation Litigation

Representing Shari Redstone and National Amusements, Inc. against parallel actions in the Delaware Court of Chancery brought by former stockholders of Viacom and former stockholders of CBS challenging the multi-billion dollar merger of Viacom and CBS in 2019. Plaintiffs allege that defendants breached their fiduciary duties to both companies in connection with the merger.

Successfully defended a large hotel company in an appraisal litigation resulting in no additional consideration for dissenting shareholder.

Represented a private equity sponsor in expedited Delaware merger litigation concerning the application of a “material adverse event” clause in light of a public company’s performance during the COVID pandemic.

Represented Medivation, a Pfizer subsidiary, in a Delaware appraisal case with approximately $360 million in shares seeking appraisal arising out of Pfizer’s acquisition of Medivation for $14 billion. Settled the case on very favorable terms.

Government Enforcement

Representing a mutual fund adviser in an SEC investigation dealing with the Section 15(c) process and management fees.

Representing a public company in an SEC accounting investigation involving allegations of earnings manipulation.

Represented a founder and CEO in DOJ and SEC investigations regarding alleged accounting fraud and insider trading. Also represented same individual in civil litigation arising from the alleged insider trading activity, including claims for breaches of fiduciary duty and contract.

Defended numerous life sciences and medical devices companies in SEC insider trading investigations.

Represented a technology company in an SEC insider trading investigation stemming from trading activity around an acquisition.

Successfully defended a venture capital fund adviser in connection with an SEC pay-to-play investigation, resulting in a very favorable settlement.

Represented an investment adviser in connection with an SEC inquiry into the valuation of mortgage-backed securities.

Defended one of the world’s largest asset managers in connection with an investigation stemming from the SEC’s ongoing review of fee and expenses taken by private equity and real estate funds.

Managed complex SEC investigation involving risk disclosures of registered fund heavily invested in credit default swaps.*

Obtained $267 million settlement against global wealth management firm in landmark conflicts of interest case.*

Investigated major investment banking and financial services advisory firm for deficient policies and procedures regarding principal trading practices.*

Led novel auditor independence case involving subsidiary of Big 4 accounting firm that lobbied Congress on behalf of audit clients.*

Matters completed prior to joining Ropes & Gray.*