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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 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™.”

Mr. Poss was trained as an associate at Cravath, Swaine & Moore in New York before joining Goodwin Procter.

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.

In re Heartland Payment Systems Securities Litigation
The American Lawyer
March 1, 2010

Boardroom Dangers for Private Equity Partners
The Corporate Board
March 1, 2006

"No Pushing or Shoving" — SEC Rules Prohibiting Improper Influence on Auditors
FindLaw 2003 Corporate Counsel Year in Review
December 30, 2003

Annual Review of Developments in Securities Litigation
 Published by the American Bar Association Committee on Business and Corporate Litigation
January 1, 2002

Annual Review of Developments in Securities Litigation
American Bar Association Section of Business Law
Philadelphia
March 1, 2001

Defusing Website Time Bombs: Don't Let Your Website Create Securities Law Liability
The SEC Institute,
16th Annual Reporting Forum
San Francisco
December 1, 2000

Comply with 'New Economy' Standards, Avoid Legal Woes
Boston Business Journal
May 12, 2000

Klein v. Boyd: Holding Lawyers Liable Under Rule 10b-5
Insights: The Corporate and Securities Law Advisor
May 1, 1998

The Ultimate Trial Notebook
Massachusetts Continuing Legal Education (MCLE)
January 1, 1994

28th Annual SEC Reporting & FASB Forum, The SEC Institute, Washington, D.C., November 19-20, 2012, “Staying Out Of Trouble: SEC Enforcement and Litigation Update”

25th Midyear SEC Reporting Forum, The SEC Institute, New York, NY, June 21-22, 2010, “Staying Out Of Trouble: SEC Enforcement and Class-Action Litigation Update”

KPMG Audit Committee Institute Spring Roundtables, Boston, MA, June 17, 2010, Panelist, “Preparing for Growth: Focusing on Controls, Transparency, and Financial Communications”

KPMG Audit Committee Institute, Boston, MA, December 3, 2009, Panelist, “Going Forward: Risk, Reform, and Recovery – Implications for Audit Committee Oversight”

Mid-Cap Board Committee Peer Exchange, Corporate Board Member Magazine, Chicago, IL, April 6, 2009, Chair: Audit Committee Peer Exchange Session

24th Annual National SEC Reporting Conference, The SEC Institute, Washington, DC, November 20-21, 2008, “Staying Out Of Trouble In Dangerous Times: SEC Enforcement and Litigation Update”

24th Annual National SEC Reporting Conference, The SEC Institute, San Diego, CA, November 17-18, 2008, “Staying Out Of Trouble In Dangerous Times: SEC Enforcement and Litigation Update”

American Bar Association, Section of Business Law, Spring Meeting, Dallas, TX, April 10-11, 2008, Committee Forum Presentation on M&A Litigation: "Everything Old is New Again - MAC Litigation Returns"

23rd Annual National SEC Reporting Conference, The SEC Institute, San Diego, CA, November 29-30, 2007, “Staying Out Of Trouble: SEC Enforcement and Class-Action Litigation Update”

2007 NACD Corporate Governance Conference, The Empowered Board: Taking Charge in an Era of Accountability, Washington, DC, October 15-16, 2007, “Anticipating the Unexpected – Securities and Shareholder Liability Risk and How to Minimize It:  Process, Prudence, Insurance and Indemnification”

22nd Midyear SEC Reporting Forum, The SEC Institute, San Francisco, CA, June 28-29, 2007, “Staying Out Of Trouble: SEC Enforcement and Class-Action Litigation Update”

ISACA Silicon Valley Chapter 2007 Spring Conference, Redwood City, CA, May 17-18, 2007, “What’s Risk Got To Do With It – How to Stay Off the Target List of the Plaintiffs’ Lawyers, the SEC and the Prosecutors”

Mid-Cap Board Committee Peer Exchange, Corporate Board Member Magazine, Washington, DC, March 1, 2007, Chair: Audit Committee Peer Exchange Session

22nd Annual National SEC Reporting Conference, The SEC Institute, San Francisco, CA, December 18-19, 2006, “Navigating a More Dangerous World, Minimizing the Risk of Securities Law Liability in the Current Environment”

21st Midyear SEC Reporting Forum, The SEC Institute, New York, NY, June 26-27, 2006, “New Trends in SEC Enforcement and Class-Action Litigation”

21st Midyear SEC Reporting Forum, The SEC Institute, Washington, DC, May 25-26, 2006, “New Trends in SEC Enforcement and Class-Action Litigation”

The Corporate Board, March/April 2006, “Boardroom Dangers for Private Equity Partners”

21st Annual National SEC Reporting Conference, The SEC Institute, Washington, DC, November 21-22, 2005, “New Trends in SEC Investigations and Class-Action Litigation”

20th Midyear SEC Reporting Forum, The SEC Institute, New York, NY, June 27-28, 2005, “Sarbanes-Oxley Section 404: Here We Go Again”

20th Midyear SEC Reporting Forum, The SEC Institute, Washington, DC, May 26-27, 2005, “Sarbanes-Oxley Section 404: Here We Go Again”

Sirius Consulting Group 2005 Annual Conference on Implications of US Regulations on European Companies, Paris, France, May 11-12, 2005, “Recent Litigations and Patterns Condemned by the SEC,” “Private Securities Litigation,” “Whistleblower, Attorney and Auditor Conduct Rules,” and “Listing in the US and Corporate Governance Practices”

American Bar Association, Section of Business Law, Spring Meeting, Nashville, TN, March 2005, “Corporate Crisis” Panel, “Annual Update on Securities Litigation”

AICPA (American Institute of Certified Public Accountants) National Conference on Current SEC and PCAOB Developments, Washington, DC, December 6-8, 2004, panelist, “Fighting Corporate Fraud”

20th Annual National SEC Reporting Conference, The SEC Institute, Washington, DC, November 1-2, 2004, “Section 404: Roles of Board of Directors and Senior Management, Relation Between Section 404 and Quarterly Certification”

Executive Enterprise Institute, Advanced SEC Reporting and Sarbanes-Oxley Compliance, New York, NY, October 20-21, 2004, “Sarbanes-Oxley Certification: What’s New and Frightening?”

American Bar Association, Annual Meeting, Atlanta, August 2004, program/committee forum Chair and Program Moderator, co-sponsored program presented by the ABA Business and Corporate Litigation Committee and the ABA Federal Regulation of Securities Committee, “Securities Litigation and Enforcement in a New & More Dangerous World”

19th Midyear SEC Reporting Forum, The SEC Institute, New York, NY, June 2004, “Coping with the Sarbanes-Oxley Act in its Third Year”

19th Midyear SEC Reporting Forum, The SEC Institute, Washington, DC, May 2004, Panel Co-Chair, “Coping with the Sarbanes-Oxley Act in its Third Year” and Panelist, “Sarbanes-Oxley 404: Implementing the New Internal Control Requirements”

Chief Legal Executive Magazine Symposium, Managing Difficult Financial Reporting Matters, Boston, MA, April 28, 2004, Moderator, “Internal Investigations: Dealing with the Aftermath”

Coping with Sarbanes-Oxley/Staying Out Of Trouble, The SEC Institute, Boston, MA, April 27, 2004, “Internal Control Over Financial Reporting: Sarbanes-Oxley §404”

CFO.com/AICPA (American Institute of Certified Public Accountants), December 17, 2003, national live webcast, “SEC Quarterly Update, 4th Quarter 2003”

19th Annual National SEC Reporting Conference, The SEC Institute, New York, NY, December 2003, Panel Chair, “Coping with the Sarbanes-Oxley Act of 2002: Life One Year Later,” “Corporate Governance Issues Triggered by the Sarbanes-Oxley Act,” and “Internal Control Over Financial Reporting – Sarbanes-Oxley Section 404”

19th Annual National SEC Reporting Conference, The SEC Institute, San Diego, CA, November 2003, Panel Chair, “Coping with the Sarbanes-Oxley Act of 2002: Life One Year Later,” “Corporate Governance Issues Triggered by the Sarbanes-Oxley Act,” and “Internal Control Over Financial Reporting – Sarbanes-Oxley Section 404”

FindLaw 2003 Corporate Counsel Year in Review articles, November 2003, “’No Pushing or Shoving’ – SEC Rules Prohibiting Improper Influence on Auditors” and “’Please Sign Here’ – Preparing For Those CEO/CFO Certifications”

19th Annual National SEC Reporting Conference, The SEC Institute, Washington, DC, November 2003, Panel Chair, “Coping with the Sarbanes-Oxley Act of 2002: Life One Year Later,” “Corporate Governance Issues Triggered by the Sarbanes-Oxley Act,” and “Internal Control Over Financial Reporting – Sarbanes-Oxley Section 404”

American Bar Association, Annual Meeting, San Francisco, August 2003, faculty, two-day program presented by the ABA Business and Corporate Litigation Committee, “When The Going Gets Tough: Advising A Company In Crisis”

WBIX-1060AM (Fox) Boston, “On The Money with Steve Bailey and Charlie Stein” radio broadcast, July 28, 2003, discussion of one year anniversary of Sarbanes-Oxley

AICPA (American Institute of Certified Public Accountants), July 17, 2003, national live webcast, “Internal Control Reporting for Public Companies – Sarbanes-Oxley §404”

CFO.com/AICPA (American Institute of Certified Public Accountants), June 19, 2003, national live webcast, “SEC Quarterly Update”; presentations on SEC Sarbanes-Oxley Rules on “Management’s Assessment of Internal Controls” and “Improper Influence on Conduct of Audits”

FindLaw Corporate Counsel Center/Glasser LegalWorks, Corporate Governance conference, New York, NY, May 14, 2003, “Counseling the Audit Committee,” and “Securities Litigation Exposure”

American Bar Association Section of Business Law, Spring Meeting, Los Angeles, April 2003, “Corporate Crisis” Panel, “Annual Update on Securities Litigation”

Chief Legal Executive Magazine, Corporate Transparency Symposium, New York, NY, December, 2002, “Navigating the Path to Transparency – One Goal, Multiple Perspectives”

National SEC Reporting Conference, The SEC Institute, New York, NY, December 2002, Panel Chair, “The Sarbanes-Oxley Act of 2002 – Practical Tips for Adopting Sarbanes-Oxley,” and “Corporate Governance in the Post-Enron Era”

18th Annual SEC Reporting Forum, The SEC Institute, San Francisco CA, December 2002, Panel Chair, “The Sarbanes-Oxley Act of 2002 – Practical Tips for Adopting Sarbanes-Oxley,” and “Corporate Governance in the Post-Enron Era”

18th Annual SEC Reporting Forum, The SEC Institute, Washington DC, November 2002, Panel Chair, “The Sarbanes-Oxley Act of 2002 – Practical Tips for Adopting Sarbanes-Oxley,” and “Corporate Governance in the Post-Enron Era”

American Bar Association Committee on Business and Corporate Litigation, “Annual Review of Developments in Business and Corporate Litigation”, 2002 Edition, “Annual Review of Developments in Securities Litigation,” with Lisa Klein Wager

Corporate Board Member Magazine Annual M&A Conference, Scottsdale, April 2002, “Public Buying Private: Structuring The Deal To Your Advantage – A Buyer’s Perspective”

American Bar Association, Section of Business Law Spring Meeting, Boston, April 2002, “Annual Update on Securities Litigation”

16th Midyear SEC Reporting Forum, The SEC Institute, Dallas, May 2001, “Putting It All Together: How Recent SEC Rules and Regulations Combine to Create a New Disclosure Environment”

Moderator, ABA Connection National Continuing Legal Education Teleconference, “New Developments in Securities Law,” April, 2001

American Bar Association Section of Business Law, Philadelphia, March 2001, “Annual Review of Developments in Securities Litigation.”

Nasdaq Investor Relations Conference, Dallas, February 2001, “IR and FD: What You Need to Know about SEC Regulation FD and Other Current Disclosure Issues”

16th Annual Reporting Forum, The SEC Institute, San Francisco, December 2000, “Regulation FD: Practical Tips on Living with the SEC’s Newest Rule”; “Defusing Website Time Bombs: Don’t Let Your Website Create Securities Law Liability”

The Metropolitan Corporate Counsel, December 2000 and January 2001, “O Brave New World:  Practical Tips For Surviving The New Era of Bold SEC Rulemaking” (Two Part Series)

National SEC Reporting Conference, The SEC Institute, New York, December 2000, “Regulation FD: Practical Tips on Living with the SEC’s Newest Rule”; “Defusing Website Time Bombs: Don’t Let Your Website Create Securities Law Liability”

National SEC Reporting Conference, The SEC Institute, San Francisco and Washington, D.C., June 2000, “Avoiding Website Worries:  Steering Clear of Internet Liability”; “The SEC and the Internet”

Boston Business Journal, May 2000, “Comply With New Economy Standards, Avoid Legal Woes”

Seminar Co-Chair, Massachusetts Continuing Legal Education (MCLE), March 2000, “Busted Deals -- How to Litigate and Counsel Clients in Failed Mergers, Acquisitions and Other Business Transactions”

15th Annual SEC Reporting Forum, The SEC Institute, San Francisco, December 1999, “Internet Tricks and Traps:  How to Protect Your Company Website from Securities Law Liability”; “Disclosure, Disclosure, Disclosure:  How to Communicate With Wall Street Analysts”

Morgan Stanley Dean Witter/Goodwin Procter REIT Director M&A Forum, New York, December 1999, “Duties of Directors in Friendly Deals, Hostile Takeovers, and Management Buy-Outs”

15th Annual SEC Reporting Forum, The SEC Institute, Washington, November 1999, “Internet Tricks and Traps -- How to Protect Your Company Website from Securities Law Liability”; “Disclosure, Disclosure, Disclosure:  How to Communicate with Wall Street Analysts”

Going Public: The Morning After, The SEC Institute, Las Vegas, October 1999, “Corporate Governance and the New Audit Committee Rules”

US Bancorp/Piper Jaffray, The New England CEO Roundtable, Boston, September 1999, “Going Private Transactions”

14th Midyear SEC Reporting Forum, The SEC Institute, San Diego and New York, June 1999, “Ethics of Earnings Management:  The Financial Officer’s Dilemma”; “MD&A Checklist:  A Guide to Disclosure”; “Telling Your Story To The Street”

Conference Chair, “Going Public: The Morning After”, The SEC Institute, Orlando, December 1998

14th Annual SEC Reporting Forum, The SEC Institute, Washington, D.C., November 1998, “Telling Your Story to the Street -- How to Communicate With Securities Analysts”

Conference Chair, “Going Public: The Morning After”, The SEC Institute, New York, October 1998

Nasdaq Investor Relations Conference, Boston, July 1998, “Avoiding Shareholder Litigation”

13th Mid-Year SEC Reporting Forum, The SEC Institute, New York, June 1998, “Telling Your Story to the Street”

Nasdaq Legal and Disclosure Issues Forum, Boston, June 1998, “Developing an Insider Trading Policy”

Nasdaq Legal and Disclosure Issues Forum, Denver, June 1998, “Developing an Insider Trading Policy”

Nasdaq Legal and Disclosure Issues Forum, Minneapolis, June 1998, “Avoiding Shareholder Litigation”

Practising Law Institute (PLI), Going Public: The Morning After, Boston, May 1998, “Corporate Governance for the New Public Company”; “Takeover Defenses”

Insights:  The Corporate and Securities Law Advisor, May 1998, “Klein v. Boyd:  Holding Lawyers Liable Under Rule 10b-5"

Practising Law Institute (PLI), Going Public: The Morning After, Orlando, February 1998, “Corporate Governance for the New Public Company”; “Takeover Defenses”

Investment Company Institute and International Bar Association, 7th Annual Seminar:  Globalization of Mutual Funds, Bermuda, April 1996, “What the Private Securities Litigation Reform Act Means for Institutional Investors”

Massachusetts Continuing Legal Education (MCLE), 1994, “The Ultimate Trial Notebook”

Massachusetts Bar Association Professional Education, Shareholder Disputes in Closely-held Corporations, Boston, April 1993, “Freeze-Outs and Appraisal Rights”

Massachusetts Bar Association Educational Seminars, Recent Developments in Laws Affecting the Biotechnology Industry, Boston, June 1990, “Emerging Issues of Conflict Among Scientists, Universities and Corporations”