Overview

Ropes & Gray’s corporate & securities litigation practice is consistently ranked among the premiere litigation practices in the country. Our practice has been recognized nationally by leading publications including Chambers USA, Legal 500 US, Law 360 Securities All-Stars, Benchmark Litigation, The American Lawyer’s A-List, U.S. News-Best Lawyers, and Best Lawyers in America. “An absolutely top-notch firm” for litigation according to Chambers USA, our litigators are described by clients as “very smart attorneys who work well together as a team and are committed to winning," and are commended for being “very practical and… understand[ing] businesses.”

We have brought and defended cases throughout the United States and have appeared in state and federal courts nationwide, including the Supreme Court, on behalf of issuers, underwriters, private equity shops, bondholders, directors and officers, and financial service firms, and have also successfully guided our clients through intensive SEC and regulatory investigations and enforcement proceedings.

At a Glance

Our team includes seasoned civil litigators in the most high-stakes and high- profile civil litigation in the country, as well as former SEC attorneys and federal prosecutors who understand the complexities of working with government agencies and have developed valuable relationships with federal and state regulators. Our understanding of the issues and corresponding relationships are crucial to achieving the best possible outcome for our clients. Many of our securities litigation attorneys have been recognized as leaders in their field in publications including Chambers USA, Benchmark Litigation, The American Lawyer, and Best Lawyers in America.

Alternative Asset Management: We have a world-leading practice advising private equity funds, hedge funds, credit funds and other alternative asset management firms. Our litigators have handled some of the most significant litigation arising from fundamental transactions, corporate governance disputes, the financial meltdown, the mortgage crisis, industry-shaping mergers, and shareholder litigation in response to large going-private transactions.

Life Sciences: We have cornered the market in representing life sciences companies in complex shareholder, securities and derivative litigation. We have had unparalleled success litigating securities claims against life science companies; the cases we have won for life science companies in recent years have set the standards used to evaluate disclosure claims against life science and big pharma companies. Drawing on this experience, we regularly counsel clients about difficult and important SEC disclosure decisions involving events such as the reporting of clinical trials results or dealing with conflict of interest issues.

Mutual Funds: We are a leading firm advising the mutual fund and registered ’40 Act industry, and have represented clients in some of the most significant securities law matters, including those related to the timing of regulatory disclosure and other issues common to the mutual fund industry. Particularly of note is that we were the first firm ever to secure summary judgment in “excessive fee” cases, and we established in the U.S. Supreme Court the legal standard against which Section 36(b) liability is now measured (Jones v. Harris Associates). Drawing on our large investment company and mutual fund practice, the firm’s litigators have both extensive experience in mutual fund litigation and enormous bench-strength to draw upon – we have taken multiple cases to trial in the mutual fund space.

Public Companies: We also serve as general or special counsel to more than 100 public companies and pride ourselves on continuously delivering successful results to these clients in some of the most high-stake cases. In the areas of public and private securities offerings and acquisitions, we have been responsible for establishing important precedents that substantially limit the scope of claims against issuers and their directors and officers, shrinking the class of possible claimants and claims. We have represented boards of directors and independent committees, investment bankers, and management teams in both friendly and hostile takeovers as well as highly expedited litigation and litigation involving fiduciary duties and responsibilities.

In addition to our breadth of experience in defending our clients in litigation, we also have equally extensive experience advising them on managing litigation risk in transactional settings. Working hand-in-hand with our clients’ senior executives and boards of directors, as well as with our corporate colleagues, we focus on counseling our clients on ways to avoid or minimize potential litigation exposure. Our success in this area stems from our ability to conduct thorough, but discreet, investigations to the satisfaction of our clients and their boards, and to obtain the resolution of regulatory or government investigations well before any enforcement proceedings or other actions are filed.

Fortune 500 companies
Bulge-bracket private equity funds
Pharmaceutical companies
Mutual funds
Hedge funds
Large financial institutions and financial service complexes
Manufacturers
Retailers
High-technology companies
Biotechnology businesses
Technology start-ups

Experience

Canada Goose Holdings Inc. and Bain Capital. Successfully defended Canada Goose Holdings, Inc., its current CEO and CFO, as well as Bain Capital, in a federal securities action regarding the company’s disclosures concerning inventory and consumer demand. The securities class action was filed in the Southern District of New York against Canada Goose and its officers under Section 10(b) of the Exchange Act. The plaintiffs also filed claims against Bain Capital, Canada Goose’s majority stockholder. The court granted our motion to dismiss.
Keurig Green Mountain, Inc. 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.
Oxbow Carbon & Mineral Holdings, Inc. & William I. Koch. Secured a victory in the Delaware Supreme Court on behalf of industrialist William I. Koch and certain of his affiliated investment vehicles, who together compose the majority stakeholders of Oxbow Carbon LLC, seeking to prevent a forced sale of Oxbow Carbon by its minority members. The case was initially tried in the Delaware Court of Chancery, which found that Mr. Koch had advanced the only logical interpretation of the LLC Agreement—which operated to prevent a forced sale under current market conditions—but that an implied covenant existed to reverse that result. In an en banc decision, the Delaware Supreme Court found that the plain language of the LLC Agreement controlled and reversed the Chancery Court’s implied covenant holding, vindicating Mr. Koch’s position as argued by Ropes & Gray in the Supreme Court.
ProShares. Secured the dismissal of all claims in a consolidated securities class action against ProShares and several individual defendants. ProShares is one of the world’s largest sponsors of leveraged and inverse exchange-traded funds (ETFs), and the suit related to losses in ProShares’ “short volatility” fund during a one-day spike in market volatility. The Second Circuit affirmed the dismissal.
Bain Capital. Represented in connection with Toshiba Corp.’s sale of its semiconductor business to a group led by Bain in a transaction valued at approximately $18 billion - understood to be the largest Japanese deal since 2011, as well as both the largest private equity and leveraged finance deal ever seen in Asia. The transaction was successfully completed despite Toshiba’s U.S. venture partner, Western Digital, seeking to block the sale through litigation.
Stemline Therapeutics. Secured complete dismissal of a securities class-action lawsuit brought against the clinical-stage biopharmaceutical company and its officers and directors under section 10(b) of the Exchange Act. The litigation arose from Stemline’s alleged failure to disclose adverse events in a clinical drug trial that occurred prior to a $50 million public securities offering.
Harris Associates. Obtained U.S. Supreme Court victory for the mutual fund adviser in Jones v. Harris Associates, the seminal decision establishing the liability standard for excessive fee claims under Section 36(b) of the 1940 Act. Continuing to defend multiple fund advisers, including PIMCO, Metropolitan West Asset Management, Harris Associates, State Farm, T. Rowe Price against claims of excessive fees.

Elliott Management Corp. Trial counsel representing Elliott and several affiliated investment funds in expedited bankruptcy litigations that center on Energy Future Holdings’ multiple attempts to sell their interest in Oncor, a regulated utility company in Texas, and emerge from long-running Chapter 11 bankruptcy. Secured extremely favorable decisions in connection with two contested transactions, which ultimately paved the way for a topping bid that provided creditors with significantly higher recoveries.
Houlihan Lokey Capital, Inc. Obtained a complete dismissal with prejudice of a class action lawsuit filed against the global investment bank in the Delaware Court of Chancery. The suit challenged the acquisition of Synutra International, Inc. by its controlling stockholder, arguing that the special committee of the Synutra Board of Directors that was formed to negotiate that transaction breached its fiduciary duties and that Houlihan Lokey, which served as the special committee’s financial advisor, aided and abetted those breaches.
GT Advanced Technologies, Inc. Represented 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. We negotiated a settlement of this action on terms very favorable to our clients.
Seres Therapeutics. Secured complete dismissal of a securities class action lawsuit brought against biopharmaceutical company Seres Therapeutics, Inc. and two of the company’s officers under section 10(b) of the Securities Exchange Act. The lawsuit targeted allegedly false and misleading statements and omissions related to the company’s Phase 2 clinical trial.
Goldman Sachs (as lead underwriter); Merrill Lynch, Pierce, Fenner & Smith Inc.; Deutsche Bank Securities Inc.; Morgan Stanley & Co. LLC; Needham & Company, LLC; Cowen and Company, LLC; William Blair & Company, L.L.C.; Northland Securities, Inc. Secured the dismissal with prejudice of a federal securities class action following the $450 million secondary public offering of Acacia Communications, Inc. Following a significant decline in Acacia’s stock price, a series of stockholders filed putative class-action lawsuits claiming that Acacia and the underwriters violated Sections 11 and 10(b) of the Securities Act and the Exchange Act, respectively, for alleged failures to disclose purportedly material information. The court rejected the plaintiffs’ claims that the offering materials violated the federal securities laws, and denied their motion for leave to amend as futile, dismissing the action with prejudice. No appeal was taken.
Goldman, Sachs & Co. Secured a unanimous jury verdict that was upheld by the First Circuit in favor of Goldman Sachs following a five-week trial in federal court. The plaintiff, which was selling a company in an all-stock transaction, had claimed $1 billion in damages and alleged that Goldman, as its financial advisor, failed to detect accounting fraud resulting in the eventual bankruptcy of the buyer and rendering the stock worthless; failed to disclose its concerns with the due diligence process; and otherwise misled the seller about the transaction.
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.
OTK Associates. Represented New York-based investor OTK Associates in its three-month battle for control of Morgans Hotel Group – a battle that pitted OTK’s board nominees against a slate of incumbents led by well-known billionaire Ronald Burkle. In a fast-paced litigation that tested the nuances of Delaware law related to controlling shareholder transactions, we enabled OTK to prevail in its proxy contest and get all seven of its board nominees elected to the board. The court denied Burkle’s attempt to obtain a preliminary injunction that would have forced Morgans to hold a new board election and the parties reached a favorable settlement.