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  • J.D.,
    The University of Chicago Law School
  • B.A.,
    Amherst College
    (magna cum laude)

    At Amherst College, Mr. Poss raced on the ski team, was an editor of the college paper and served as teaching assistant to Professor Henry Steele Commager. The college awarded Mr. Poss a John Woodruff Simpson Fellowship for Graduate Study in Law.

Poss, Stephen D
Stephen D Poss
Exchange Place
53 State Street
Boston, MA 02109

Steve Poss, a senior partner in Goodwin Procter’s Securities Litigation & White Collar Defense Group, is one of the nation’s leading business litigators, with more than 30 years’ experience. He is co-chair of the firm's Securities Litigation & SEC Enforcement Practice and is also a member of the firm's Financial Services, Private Equity, Real Estate Capital Markets and REITs practices.

Recognized for his securities litigation and commercial litigation expertise by Chambers USA, Mr. Poss has a national business litigation and corporate counseling practice, particularly in the areas of securities class action and derivative claims defense, SEC investigations and enforcement actions, disclosure issues, corporate governance, internal investigations, complex business litigation and arbitration, mergers and acquisitions, and private equity and venture capital disputes, including post-closing disputes. He is currently representing internationally prominent investment banks and other clients in defending securities class action cases involving billions of dollars in mortgage-backed securities.


Mr. Poss has represented a broad range of clients ranging from Fortune 50 corporations and the major global investment banks to private equity firms and their portfolio companies. He spends much of his time representing both domestic and internationally based corporations, corporate officers and directors, and special board committees in crisis situations. He also counsels clients and presents training sessions for corporate officers and directors and the accounting community on corporate governance and internal control issues.

Mr. Poss has represented corporations and their directors and financial advisors across the country in litigation involving more than $100 billion in merger and acquisition transactions. He also represents REITs, hedge funds, venture capital and private equity firms, as well as their portfolio companies, in connection with deal protection, IPO issues, corporate governance issues, shareholder disputes and transactional litigation.

Mr. Poss has recently represented:

  • Nomura Securities, Goldman Sachs, Credit Suisse, Morgan Stanley, and other clients in defending multiple cases in multiple courts involving billions of dollars in mortgage-backed securities and other offerings. In the Nomura Plumbers’ Union case, he won favorable rulings in federal district court and the First Circuit which is the only favorable appellate authority holding that plaintiffs lack standing to sue on offerings in which they did not purchase securities. In another major multi-defendant MBS securities case, Mr. Poss handled all of the courtroom arguments for the entire defense group, which included virtually every major bank and investment bank.
  • A Special Committee of the Board of Directors of CreXus Investment Corp., a REIT, in defending multiple shareholder class actions and derivative suits brought in New York and Maryland challenging the $1 billion acquisition of CreXus by Annaly Capital Management, Inc. Successfully won dismissal of all pending lawsuits in both courts; the Maryland ruling is now cited as the leading national case on M&A law for REITs.
  • Mid-America Apartment Communities, Inc. in defending shareholder class action and derivative litigation in state court in Birmingham, AL, challenging the announced $8.6 billion merger between MAA and Colonial Properties Trust, an Alabama real estate investment trust. Successfully fought back efforts to enjoin the transaction and reached an extremely favorable settlement, allowing the transaction to close on time.
  • One of the nation’s largest credit card processors in defending securities class action and derivative lawsuits filed in federal court in New Jersey in the wake of a data securities breach of the company’s payment processing network. Successfully won dismissal with prejudice of all claims.


Mr. Poss served as the vice-chair and then the co-chair of the Securities Litigation Subcommittee of the American Bar Association Section of Business Law from 2000-2007. Mr. Poss is a former vice chairperson of the Massachusetts Bar Association Business Litigation Committee and a former member of the Civil Litigation Curriculum Committee of Massachusetts Continuing Legal Education. Mr. Poss has been approved as Panel Counsel for Securities Litigation by a worldwide leader in directors and officers liability insurance, and other major D&O insurance carriers.


Mr. Poss is an active lecturer. He has spoken across the United States and in Europe and written on topics such as:

  • “What’s Risk Got To Do With It – How to Stay Off the Target List of the Plaintiffs’ Lawyers, the SEC and the Prosecutors”
  • “New Trends in SEC Enforcement and Class-Action Litigation”
  • "Boardroom Dangers for Private Equity Partners"
  • "Corporate Governance in the Post-Enron Era"
  • "Internal Investigations - Dealing with the Aftermath"
  • "Defusing Website Time Bombs"
  • "Internal Control Over Financial Reporting"
  • "Shareholder Disputes"
  • "The Ultimate Trial Notebook"
  • "Mergers and Acquisitions - How to Avoid Litigation"
  • "Going Public - the Morning After"

A comprehensive selection of Mr. Poss’ articles and presentations can be found here.


Mr. Poss is admitted to practice in Massachusetts and New York, as well as before the U.S. Supreme Court, the U.S. Courts of Appeals for the First, Second, Fourth, Fifth, Sixth, Ninth and Federal Circuits, and the U.S. District Courts for the District of Massachusetts and the Southern and Eastern Districts of New York. He has appeared pro hac vice in numerous state and federal jurisdictions across the country.


Mr. Poss has been selected by Chambers & Partners to appear in its research-based guide, Chambers USA: America's Leading Business Lawyers, each year since the guide began publication. Chambers USA ranks Mr. Poss as a leading business lawyer in both Securities Litigation and General Commercial Litigation. He has been named each year by Boston Magazine for more than 10 years as one of Massachusetts' "Super Lawyers," based on a peer-review survey, and has also been selected to appear in U.S. News-Best Lawyers as one of the best business litigators in the country and The Legal 500 U.S. as one of the nation’s leading securities litigators. He received a First Prize for “Global Dispute of the Year - - U.S. Financial Litigation” at the 2014 annual American Lawyer Global Legal awards. In addition, Mr. Poss holds Martindale-Hubbell’s highest rating of “AV®-Preeminent™.”