University of Chicago School of Law
JD, 1988, with honors
Editor, The University of Chicago Legal Forum
BA, 1985, cum laude
US Court of Appeals, First Circuit
US District Courts, Massachusetts & New Hampshire
US Supreme Court
John Baraniak is a partner in the firm’s Securities Litigation, Major Commercial Litigation and Government Enforcement & Compliance Practice Groups. For the past 24 years, his practice has focused on securities-related litigation in class actions, commercial disputes and government investigations and enforcement proceedings.
Mr. Baraniak has litigated over 25 federal securities fraud class actions, tried commercial disputes involving complex financial instruments to federal juries, and handled over 20 SEC investigations and enforcement actions. Many of the issues he has handled involved novel, cutting edge legal issues in evolving financial markets. Mr. Baraniak was the first in the country to file an action and then bring to trial claims over warrants missing from Brady Bonds, a billion dollar problem that plagued the financial industry. He also was among a group of lawyers litigating the issue of what constitutes the settlement of a securities transaction under the safe harbor provisions of the US Bankruptcy Code. He is currently defending a former CEO in a rare SEC litigation Fair Disclosure enforcement action, one of only a handful to ever have been brought.
Mr. Baraniak has been recognized as a Massachusetts Super Lawyer annually for the past nine years and was selected as a Fellow by the Litigation Counsel of America.
Securities Litigation: defense of companies and their directors and officers in federal securities fraud class actions brought under the 1933 and 1934 Acts. Handled litigation for investment companies for alleged violations of the 1940 Act. Represented corporate directors and officers in over 20 SEC investigations and enforcement actions involving a broad range of issues including insider trading, selective disclosure, financial and tax reporting and revenue recognition.
Major Commercial Litigation: litigated disputes involving complex financial instruments and large, multi-national institutional investors. Handled corporate governance disputes, including derivative actions involving allegations of director and officer misconduct and breach of fiduciary duties. Led internal investigation for board of directors audit and special litigation committees. Represented management shareholders in close corporation intra-family disputes.
- Won multi-million jury verdict for large institutional investor against leading investment bank/broker-dealer for breach of contract relating to unique financial instrument.
- Obtained favorable settlement for institutional investor in preference claims brought by Enron trustee involving Enron’s repurchase of its commercial paper.
- Representing issuer of mortgage-backed securities in multi-million dollar state court action brought under state securities fraud laws.
- Persuaded SEC not to pursue fraud action against controller of multi-national company based on revenue recognition issues.
- Secured dismissal of fraudulent scheme liability claim against former CEO of telecom company involving alleged recognition of “phantom” revenue.
- Represented prominent investment company accused of self-dealing and other 1940 Act violations.
- Led investigation by special litigation committee of telecom company into stock option backdating practices.
- Defended alleged squeeze out case brought on behalf of minority shareholders of closely held company and prosecuted company’s countersuit against company president for conversion of funds.
- Represented national restaurant chain’s president and CEO in shareholder derivative suit alleging misuse of company funds.
- Represented issuer in federal securities fraud class action involving litigation risk disclosure issues.
Publications and Presentations
- A Reg FD Reminder from Social Media,” co-author, White Collar Law360, June 2012.
- “Surprising Interpretations of Janus Bright Line,” co-author, Securities Law360, November 2011.
- “A Securities Litigator’s Guide to D&O Insurance: Parts I and II,” co-author, Securities Law360, October 2010.
- “Iqbal's Impact on SEC Enforcement Actions,” co-author, Securities Law360, April 2010.
- “Zero-tolerance Can Mean Zero Due Process,” co-author, The Boston Globe, December 2009.
- “Will the First Circuit Reverse Its Tambone Decision?” co-author, Securities Law360, May 2009.
- “Group Pleading: Dead or Alive?” co-author, American Bar Association Securities Litigation Journal, Winter 2009.
Professional and Community Involvement
For the past seven years, Mr. Baraniak has taught law and trial advocacy to sixth and seventh graders from the Gavin Middle School in South Boston as part of the Citizen Schools program, an after school enrichment apprenticeship program run in conjunction with non-profit Discovering Justice, and he has served on fundraising committees for that organization.
Mr. Baraniak is a 2006 graduate of the Boston Center for Community and Justice’s LeadBoston program on social justice issues in the greater Boston area and remains active in that organization’s alumni affairs.