Corporate & Shareholder Litigation

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As one of the largest and most experienced securities litigation practices in the nation, Ropes & Gray advises leading companies, financial institutions, and individuals when their businesses and livelihoods are on the line.

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Overview

Ropes & Gray’s securities litigation practice is consistently ranked among the premiere litigation practices in the country. In January 2016, Law 360 cited our securities litigation practice as one of just four global law firms on the “Securities All-Star” list. Chambers USA: America’s Leading Lawyers for Business recognized Ropes & Gray’s securities litigation practice in its 2015 Securities Litigation (Nationwide) rankings, alongside a nationwide ranking in the Securities: Shareholder Litigation space by the Legal 500 U.S. 2015. Our securities litigation practice has also been consecutively ranked in the top tier nationally by U.S. News – Best Lawyers in its “Best Law Firms” for the past five years.

We have represented clients in some of the most significant securities law matters. Our clients include the advisers and independent directors of many of the largest and best-known funds in the world, including more than 1,000 mutual funds and investment firms ranging from start-up ventures to those with hundreds of billions under management. We also serve as general or special counsel to more than 100 public companies.

Experienced Advocates

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, directors and officers, and financial service firms, and have successfully guided our clients through intensive SEC and regulatory investigations and enforcement proceedings.

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 Benchmark Litigation, Best Lawyers in America, Chambers USAEuromoney's Expert Guides and The American Lawyer.

Strategic Counseling

We also have extensive experience advising clients on how to avoid litigation. Working hand-in-hand with our clients’ senior executives and boards of directors, we counsel clients on ways to avoid or minimize potential 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.

Experience

  • 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.
  • Genzyme Corporation. Secured a complete victory in a spate of class-action securities cases and shareholder derivative actions, filed in the wake of a series of manufacturing and regulatory setbacks, and claiming at least $2 billion in damages. The First Circuit affirmed the dismissal.
  • OTK Associates. Successfully represented investor OTK Associates in a three-month battle for control of Morgans Hotel Group, which pitted OTK’s board nominees against a slate of incumbents led by billionaire Ronald Burkle.
  • Demoulas Supermarket’s. Successfully defended Keith Cowan, an independent director on Demoulas’ board (owners and operators of supermarket chain, Market Basket) against a preliminary injunction challenging his independence. The litigation victory allowed our client to continue serving as chairman of the board. Additionally, the firm advised the board’s Special Committee in the sale of Demoulas from the Arthur S. Demoulas side of the family to the Arthur T. Demoulas side of the family in a transaction valued at over $1.6 billion.
  • Mayfield Fund and Bessemer Venture Partners. Secured a dismissal with prejudice for Mayfield and Bessemer in a venture capital equity claim for over $100 million which was akin to the equity dispute involving Facebook, featured in The Social Network.
  • H.I.G. Capital. Represent H.I.G. and its target, American Pacific and its board of directors, against several shareholder suits occurring in multiple jurisdictions and alleging breach of fiduciary duties following the announcement of H.I.G.'s proposed $400 million tender offer for AmPac. The firm avoided injunctive relief and aided H.I.G. in successfully completing the tender offer and its acquisition of AmPac.
  • Keurig Green Mountain. Secured dismissals of three securities class actions regarding alleged accounting improprieties. Thus far, the Second Circuit affirmed one of the dismissals, while the firm also represented the company in a related SEC inquiry that closed with no enforcement action taken against Keurig or any of its current or former employees.
  • BioMimetic Therapeutics, Inc. Secured a complete victory with the Sixth Circuit affirming the dismissal of a securities fraud class action in which plaintiffs claimed damages in excess of $75 million based on allegations that the company overstated the FDA approval prospects of its flagship medical product.
  • TPG Capital. Representing TPG Capital in three related actions alleging breach of fiduciary duties and aiding and abetting, in connection with the $300 million acquisition of Gelson’s, a prominent California-based grocery store brand.
  • Biolase. Represented the independent directors of Biolase in connection with their dispute over control of Biolase and its board of directors. The firm secured majority control over Biolase’s board of directors for our clients in a matter that was affirmed on appeal by the Delaware Supreme Court.
  • Abiomed. Secured victories in a shareholder derivative action as well as a securities class action alleging that the company made materially false and misleading statements regarding certain warning letters received from the FDA relating to the company’s promotional and marketing practices. Both actions were dismissed and the derivative action was affirmed by the First Circuit.
  • Columbia Laboratories. Successfully defended Columbia in a putative securities class action following the announcement that an Advisory Committee of the FDA did not, at that time, recommend approval of Columbia’s application to market its product, PROCHIEVE. Moved to dismiss the action for failure to state a claim that pleads a “strong inference” of fraud with great particularity, as required under PSLRA.
  • Executive Officers of Freddie Mac. Represented in several multi-billion securities fraud class actions at the heart of the subprime mortgage crisis that have been the subject of extensive national and international media focus. Plaintiffs in each of these actions allege that defendants failed to adequately disclose Freddie Mac’s exposure to subprime mortgage-related securities investments and contributed to the global recession. Notwithstanding open investigations by the SEC and intensive political targeting of our clients, we have achieved notable successes in these cases, including, a dismissal with prejudice, issued by the Southern District of New York, for all defendants in one of the principal class actions.