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Dan Roeser is a partner in Goodwin Procter’s Securities Litigation & White Collar Defense Group and a member of the firm’s Securities Litigation & SEC Enforcement Practice. Mr. Roeser represents issuers, underwriters, and individuals in securities class actions, direct and derivative shareholder litigation, and insider trading cases. As part of his practice, he has extensive experience with multidistrict litigation. His clients span a wide range of industries, including financial services, pharmaceuticals, and technology.

Mr. Roeser has represented domestic and international financial institutions in a series of securities cases brought in the wake of the Credit Crisis and Great Recession arising from public offerings of mortgage-backed securities. He has represented Countrywide Financial Corporation (formerly an S&P 100 corporation and the largest mortgage lender in the United States) in the Countrywide Mortgage-backed Securities Multidistrict Litigation and in other courts around the country, as well as Nomura Securities International, Inc. and affiliates in proceedings in federal and state court. Rulings in these cases have shaped the development of federal securities law and Delaware corporate law over the past several years. For example:

  • In a decision that The American Lawyer described as "groundbreaking," the Delaware Supreme Court ruled that a shareholder of a target corporation retains the right after a merger to pursue derivative claims only where the board effects that merger for the sole, fraudulent purpose of extinguishing the claims. This decision has widespread significance for Delaware corporations that are acquirers/targets in M&A deals.
  • In decisions that were the first of their kind in a mortgage-backed securities case, the District of Massachusetts and First Circuit held that investors lack standing to sue on offerings in which they did not purchase securities. These decisions have become leading authorities in the defense of mortgage-backed securities class actions.
  • In a decision of national significance for the defense of securities class actions and class actions generally, the court presiding over the Countrywide Mortgage-backed Securities Multidistrict Litigation limited the standing of putative class action plaintiffs and refused to toll the statutes of limitation and repose for federal securities claims filed in state court.

In addition, Mr. Roeser has represented former SAC Capital Advisors portfolio manager Mathew Martoma in insider trading cases brought by the United States Attorney’s Office and the SEC that both agencies describe as the largest insider trading cases ever charged, and in securities class actions brought by investors in pharmaceutical companies Elan Corporation, PLC and Wyeth.

Mr. Roeser has represented financial institutions, pharmaceutical companies, and technology companies in a wide array of securities and shareholder derivative actions. Representative matters include:

  • State Street Securities Class Action (2014): Represented the underwriting syndicate in a putative class action by purchasers in a $2.9 billion public offering of State Street Corporation common stock. The case has settled in principle.
  • Arkansas Teacher Retirement System Shareholder Derivative Litigation (2013): Represented Countrywide on appeal in shareholder derivative litigation filed by former shareholders. The Delaware Supreme Court affirmed Countrywide’s position in a unanimous en banc opinion.
  • FDIC Securities Actions (2013): Represented Countrywide in four securities actions by the FDIC in its capacity as receiver for failed Strategic Capital Bank, Colonial Bank and Security Savings Bank, each of which purchased mortgage-backed securities issued by Countrywide subsidiaries. All claims against Countrywide were dismissed with prejudice.
  • Countrywide Mortgage-backed Securities Class Actions (2012-2013): Represented Countrywide in putative class actions by purchasers of approximately $360 billion of mortgage-backed securities issued by Countrywide subsidiaries in 429 offerings of more than 9,000 tranches of securities from 2005 through 2007. The case has settled.
  • Countrywide Mortgage-backed Securities Multidistrict Litigation (2011): Represented Countrywide in establishing a multidistrict litigation proceeding to centralize what became more than 40 securities cases filed in connection with public offerings of mortgage-backed securities by Countrywide subsidiaries.
  • FirstBank Puerto Rico, Inc. Securities Action (2011): Represented the acquirer in a securities action by FirstBank Puerto Rico, Inc. concerning a merger involving Instituto de Banca y Comercio, Inc., an educational institution that provides student loans. The case was dismissed with prejudice.
  • Nomura Mortgage-backed Securities Class Action (2009, 2011): Represented Nomura, as well as senior directors and officers, in a putative class action by purchasers of mortgage-backed securities issued by Nomura affiliates in 2006. The case was dismissed with prejudice, and that dismissal was largely affirmed on appeal.
  • ARIAD Shareholder Derivative Litigation (2010): Represented the directors of ARIAD Pharmaceuticals, Inc., a pharmaceutical research and development company, in shareholder derivative litigation alleging breaches of fiduciary duties. The case was dismissed with prejudice.
  • Heartland Securities Class Action and Shareholder Derivative Litigation (2009): Represented Heartland, one of the country’s largest payment card processors, as well as current and former directors and officers in a securities class action and shareholder derivative litigation concerning a security breach that allegedly resulted in the theft of a reported 130 million credit and debit card numbers and a subsequent decline in market capitalization of more than $700 million. The claims were all dismissed with prejudice.

Prior to joining Goodwin Procter, Mr. Roeser was a litigation associate at Cravath, Swaine & Moore LLP where he represented Credit Suisse in multidistrict litigation and related state and bankruptcy litigation concerning the collapse of Enron; Deloitte & Touche LLP in litigation concerning the collapse of Adelphia Communications Corp.; and Merck & Co., Inc., in multidistrict litigation concerning the withdrawal of VIOXX®. Mr. Roeser, pro bono in conjunction with the New York Office of the Appellate Defender, also challenged on appeal a second degree murder conviction. The conviction was overturned.