Securities Litigation

"this well-established team enjoys a well-earned reputation for its intellectual approach to complex legal matters"

Chambers USA

Preeminent Securities Litigation Practice

Preeminent practice in representing public companies, officers and directors, investment advisers, private equity funds and hedge funds in securities cases across US, including:

  • Private shareholder class action and derivative litigation
  • Internal investigations and special committee representations
  • SEC investigations and proceedings and white collar defense
  • Merger and acquisition litigation
  • Mutual fund litigation

Investigations for Boards of Directors 

Trusted by more than two dozen corporate boards of directors or their committees to provide corporate governance advice and conduct investigations into sensitive matters, often in response to shareholder derivative demands:

  • Investigated wide range of alleged misconduct by company officials or employees, including FCPA issues, insider trading, revenue recognition, financial reporting, lack of internal controls, accounting practices, stock option backdating and antitrust compliance
  • Advised Boards and Special Committees regarding fiduciary duties in overseeing management and in M&A context, including defense of shareholder fiduciary claims

SEC Investigations and White Collar Defense   

Extensive experience in a broad range of litigation and criminal and civil investigations by the Department of Justice, SEC, FINRA and other state and federal government offices and agencies:

  • Investigated and/or defended matters involving healthcare fraud, financial fraud, insider trading, revenue recognition, financial statement disclosures, foreign corrupt practices, Regulation FD, false claims and whistleblower (qui tam) defense 
  • Successful at convincing authorities not to bring claims or charges against our corporate and individual clients

M&A Litigation

Expertise in representing public companies, officers, directors and investment banks against shareholder cases challenging negotiated transactions:

  • Defended more than a dozen cases in California, Delaware, Florida, Illinois, Maryland, Massachusetts, New York and Pennsylvania where plaintiffs sought to enjoin M&A transactions based on claims that the board of directors breached their fiduciary duties by engaging in an unfair deal process, for selling the company at an unfair price, and for failing to disclosure material information 
  • All transactions closed on time and with no increase in deal price

Mutual Fund Litigation   

Leader in defense of claims brought against investment advisers and trustees:

  • Defended investment advisers, independent trustees and senior management, and mutual funds in more than twenty class actions, derivative cases and SEC investigations in state and federal courts across the country
  • Defended against claims concerning the redemption of auction rate securities, market timing and late trading, inadequate disclosure, inflated net asset values, and under the Investment Company Act of 1940 for payment of allegedly excessive investment advisory fees, improper revenue sharing and distribution expenses

Bench Strength   

Comprehensive team of lawyers expert in securities works to protect your interests.  Lawyers throughout practice areas consistently receive national recognition for excellence.  Named “Go To Firm” in Litigation in 2013 in Who Represents America’s Biggest Companies.

Veteran Former Prosecutors

Partners in the group are former Assistant US Attorneys with extensive trial experience.

National Reach    

Lawyers appear before federal and state courts and government agencies and in arbitrations across the United States and internationally.

Leading US Law Firm

One of nation’s leading law firms for over a century.

Shareholder Class Action and Derivative Litigation

Choate partners are highly experienced in complex securities cases brought under the Securities Act of 1933, the Securities Exchange Act of 1934, other federal statutes and state law.  We have consistently succeeded in having cases derailed early through motions to dismiss, avoiding costly and time-consuming discovery.  Recent representations include:

  • Major technology company asserting auction rate securities claims against international financial institution
  • Real estate investment trust/depositor in residential mortgage-backed securities case brought by foreign hedge funds for alleged false and misleading representations regarding the securities
  • Former CEOs of two companies accused of securities fraud for not disclosing “secret deals” companies allegedly had with underwriters
  • Manufacturing company and its directors in obtaining dismissal of litigation accusing defendants of misrepresenting sales orders
  • Former president and CEO of computer software and services company accused of securities violations in recognizing and reporting company’s revenues
  • Former controller of video conferencing equipment manufacturer in matter involving revenue recognition issues
  • Former senior executive of major bank in SEC insider trading investigation
  • Major communications company in multiple class action and derivative litigations involving alleged stock option backdating
  • Senior officer of a multinational conglomerate in ERISA class action
  • Fortune 500 insurance company in class action alleging fraud and breach of contract
  • Nation’s largest mortgage lender and its board of directors and senior management in obtaining dismissal of class action and derivative lawsuits concerning the collapse of the credit markets in which plaintiffs sought more than $2 billion in damages
  • Fortune 100 company in books and records case under Delaware law where institutional shareholder sought access to executive compensation records
  • Senior officers of major software company in securities class actions and SEC investigation

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