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Gus Coldebella, a partner in Goodwin Procter’s Securities Litigation & White Collar Defense Group, is a litigator with more than 20 years’ experience, including two years as the U.S. Department of Homeland Security’s acting General Counsel. Mr. Coldebella specializes in complex civil litigation, the defense of governmental investigations, internal investigations, advice regarding the national security laws of the United States, and crisis management—including all aspects of a company’s response to cybersecurity incidents. Mr. Coldebella is a key contributor to Goodwin Procter’s Founders Workbench, an online resource for start-ups, emerging companies and the entrepreneurial community. He maintains offices in both Washington, DC and Boston, and lives in Massachusetts with his wife Heather and their two children.

Litigation. Mr. Coldebella has significant experience arguing cases in courts and other forums across the country, including securities and M&A litigation, partnership and post-closing disputes, breach of fiduciary duties cases, class actions, products liability matters, and other complex litigation. Recent representations include:

  • Mid-America Apartment Communities, Inc., in class action litigation alleging breaches of fiduciary duty related to its $2.17 billion merger with Colonial Properties Trust and seeking to enjoin the merger.
  • Five Mile Capital Partners, LLC, a private equity fund, in securities class action litigation alleging breaches of fiduciary duty. Defeated plaintiff’s preliminary injunction motion to hold up the fund’s merger with Prime Group Realty Trust, a Maryland REIT, as well as a related case that sought to unwind the client’s earlier joint venture with PGRT.
  • SunEdison, a manufacturer of solar panels, in litigation with a former shareholder, in which the former shareholder alleged he was owed $30 million in additional consideration as a result of SunEdison’s merger with MEMC Electronic Materials, Inc. Defeated all claims on motion to dismiss.
  • The former CFO of Polaroid, in seven securities class action litigations filed in two judicial districts, related to alleged material misstatements and omissions in the company’s public filings in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Defeated all allegations on motions to dismiss.
  • Tens of thousands of landowners in upstate New York in three Indian land claims (Cayuga, Seneca and Onondaga) seeking the landowners’ ejectment, based upon supposedly unlawful transactions by the State of New York at the turn of the 19th century. After years of litigation, arguments in district court and the U.S. Court of Appeals for the Second Circuit, and cert petitions to the U.S. Supreme Court, all claims were dismissed.
  • Pro bono amicus curiae brief in the U.S. Supreme Court in Yates v. U.S., in which the federal government criminally prosecuted a fishing boat captain under Sarbanes-Oxley’s anti-document shredding provision (with a 20-year maximum sentence) for throwing undersized fish overboard. Supreme Court granted writ of certiorari after our brief in support of Yates’s cert petition was filed.

Investigations. Mr. Coldebella represents clients in all manner of governmental investigations and agency enforcement actions by SEC, FBI/DOJ, DHS, FTC, OFAC/BIS, agency inspectors general and others, and conducts internal investigations, including those arising out of whistleblower complaints or shareholder derivative demands, involving export control, government contracting, anti-corruption, fiduciary duties, corporate governance, insider trading, U.S. GAAP compliance, public disclosure and the like. Recent representations include:

  • A former senior government official in an investigation by his former agency’s Office of the Inspector General involving alleged improper contact with a future employer in violation of federal ethics statutes and agency regulations. No charges were brought against the client.
  • A UAV manufacturer in an investigation by the Department of Commerce, Bureau of Industry and Security regarding the proper classification of the company’s products under the Export Administration Regulations.
  • A publicly traded pharmaceutical manufacturer in grand jury investigation involving alleged kickbacks from drug companies to physicians in exchange for prescriptions. No charges were brought against the client.
  • A software and technology company in an internal investigation related to possible sales of products and services to Iran in violation of U.S. export control laws. Voluntarily self-disclosed apparent violations to the Office of Foreign Asset Control and the Bureau of Industry and Security. Both agencies declined to seek penalties or sanctions.
  • A special committee of the board of a publicly traded company in an internal investigation of stock options grants in excess of the cap in the company’s Stock Option and Incentive Plan, prompted by a shareholder derivative demand. After comprehensive investigation, special committee made significant recommendations to board to reform company’s governance, oversight, and internal controls and procedures.
  • A publicly traded pharmaceutical company in an SEC investigation into the company's historical accounting for and disclosures concerning sales under a long-term supply and distribution agreement, resulting in a settlement with the SEC under which no monetary sanctions were imposed.
  • A top-three federal government contractor in an investigation by the Defense Contract Audit Agency over alleged improprieties in a contract with the Department of Homeland Security, Customs and Border Protection.

Crisis Management and Security. Mr. Coldebella helps companies manage crises, including dealing with all aspects of cyber attacks and other cyber security incidents, manages congressional investigations and testimony before congressional and other legislative committees, and advises on security-related issues, including privacy, intelligence, critical infrastructure protection, liability protection and foreign trade regulation. Recent representations include:

  • A network security provider discovered that it had been victim of a sophisticated cyber attack that allowed hackers to “sign” malware with its digital code-signing certificate, making it appear to be from the client. Ran an internal investigation of the compromise, provided advice on potential disclosure obligations, crisis communications, outreach to law enforcement, the legal duties of the board of directors and company management, and potential liability. Engaged cyber forensics firm and crisis PR firm to assist in investigation and disclosure. Helped company successfully disclose the breach with no liability.
  • A cloud provider of customer service portals for online businesses experienced a cyber attack that allowed the attacker to access customers’ customer service information. Ran an internal investigation of the compromise and engaged a cyber forensics firm to assist in our investigation, as well as a crisis PR firm. Managed communications with the client’s affected customers, led outreach to law enforcement, comprehensively reviewed client’s commercial contracts and guided the company through all phases of the investigation, from discovery of the breach to disclosure and beyond.
  • Advises public company boards of directors on fiduciary duties related to cyber security and cyber attacks, interactions with government agencies, SEC and other agency disclosure obligations, and the like.

In 2013, Mr. Coldebella was recognized as a “D.C. Super Lawyer,” and was selected as a Massachusetts Super Lawyers “Rising Star” in the May 2005 issue of Boston magazine.

Mr. Coldebella was the U.S. Department of Homeland Security’s acting General Counsel from February 2007 to January 2009, and its Deputy General Counsel from October 2005 to February 2007, focusing on all of the major homeland security issues confronting the Department and the nation. As DHS’s top lawyer for two years, he reported directly to Secretary Chertoff, oversaw DHS’s responses to congressional oversight, spearheaded development of regulations, interacted with members of Congress and their staffs, worked on security-related issues with the White House and other executive branch agencies, managed the department’s varied litigation portfolio, supervised the over 1,700 lawyers at DHS and its components (including the Coast Guard, USCIS, CBP, FEMA, ICE, the Secret Service and TSA) and restructured the legal function to better meet the Department’s needs. He held a TS/SCI clearance. Mr. Coldebella was awarded the Secretary’s Outstanding Service Medal and the U.S. Coast Guard Distinguished Public Service Award for his work at DHS.

In 1997, Mr. Coldebella served as a prosecutor in the Middlesex County, Massachusetts District Attorney's office, where he conducted numerous jury trials.

Mr. Coldebella is on the advisory board of the NYU Law School’s Center on Law and Security. He is a senior fellow at the George Washington University Homeland Security Policy Institute (HSPI) and serves on its Counterterrorism Intelligence Task Force. Mr. Coldebella is a member of the Intelligence and National Security Alliance (INSA), the Federalist Society and the American Bar Association.

Mr. Coldebella formerly served as president of the Colgate University Alumni Corporation, the organization that represents Colgate’s 32,000 alumni, and is now a member of Colgate’s Board of Trustees, and serves as the chair of its audit committee and the vice-chair of its legal affairs and insurance committee.

Some of Mr. Coldebella’s recent articles, interviews, and presentations include:

Cyber Security Act of 2012
The Hill's Congress Blog
February 22, 2012

Foundational Questions Regarding the Federal Role
Journal of National Security Law and Policy, vol. 4, no. 1 (2010)
January 1, 2010

"Securities Litigation"
American Bar Association's Annual Review of Developments in Business and Corporate Litigation
January 1, 2005

"The Landowner Defendants in Indian Land Claim Litigation: Hostages to History"
New England Law Review, 37 New Eng. L. Rev. 585
January 1, 2003

Cyber Security in Higher Education
October 24, 2014
Boston, MA

MIRcon
October 7, 2014
Washington, DC

9th Annual Homeland Security Law Institute
August 21, 2014
Washington, DC

Export Regulatory Compliance Update
June 11, 2014
Boston, MA

"Combating the Cyber Threat"
March 7, 2012
Washington, DC

Cyber Security Panel
March 1, 2010
Washington, DC

Chemical Facility Anti-Terrorism Standards
September 1, 2007
Pittsburgh, PA

Naturalization of 434 New American Citizens
September 1, 2006
Boston, MA