Goodwin Procter has one of the largest and most active practices in the country defending securities class action, shareholder derivative, and other shareholder litigation, SEC investigations and enforcement proceedings, ERISA litigation, and related litigation and regulatory matters. At any given time we are handling matters all across the country as well as for internationally based clients.
We represent corporations, officers, directors and special committees, as well as broker-dealers, private equity firms, mutual funds and other institutional investors, in a wide array of complex and transaction-based litigation and governmental investigations. We defend securities class action suits, shareholder derivative claims, SEC and stock exchange investigations and enforcement actions, enforcement actions brought by state attorneys general and the United States Department of Justice, minority shareholder claims, contests for corporate control, alleged breach of fiduciary duties, post-closing disputes, and other complex and high-stakes matters.
Our cases range from defending high tech and biotech companies in class action securities fraud litigation brought following restatements of earnings or the release of bad business news to resolving challenges to multibillion dollar mergers and acquisitions. We also conduct internal investigations on behalf of boards of directors and committees of independent directors. We are before the SEC Enforcement Division on a daily basis, responding to investigation requests, negotiating the resolution of enforcement actions, and obtaining successful results for our clients.
Our attorneys are skilled trial lawyers and include the co-chair of the American Bar Association Securities Litigation Subcommittee, a former SEC Enforcement Division Branch Chief, numerous former federal and state prosecutors, and national experts on corporate governance. The recent addition to our group of the chair of the securities litigation practice at the former Testa Hurwitz & Thibeault firm and other leaders in that practice has made our practice even stronger and more broad-shouldered.
In the current environment, many private securities class action cases proceed side-by-side with investigations by SEC Enforcement, one or more state Attorneys General, and the United States Department of Justice. We regularly handle such parallel proceedings, working as a team with the lawyers in our White Collar Crime & Government Investigations Practice, and are experienced in advising clients in these complex and high-risk situations.
We believe that most securities litigation cases brought against corporations and their directors are meritless, and we defend our clients aggressively. We have an outstanding record of success in terminating securities class action cases at the outset, before the plaintiffs get the chance to force our clients to undergo expensive and time-consuming discovery. We also understand the need, particularly in transactional situations, to achieve rapid and low-cost settlements for our clients where that is in the client’s best interests. Our lawyers regularly argue for our clients in courts of appeals across the country.
Our securities litigation and SEC enforcement lawyers are also active across a broad range of client counseling in matters of risk avoidance and corporate governance, including proactive presentation of training sessions for senior executive officers and boards of directors on how to comply with state-of-the-art requirements of corporate governance, including Sarbanes-Oxley, in order to reduce the risk of liability for securities litigation and government enforcement actions.
Our Securities Litigation & SEC Enforcement Practice differs from many other law firms’ work in these areas because our securities litigators are also true business lawyers. We understand business objectives, corporate finance and accounting. Indeed, our securities litigators have been asked by the AICPA to speak at national AICPA training sessions on corporate governance and securities litigation matters for Certified Public Accountants, and by the National Association of Corporate Directors to speak to outside directors on audit committee best practices. Our work often consists of real-time involvement in corporate transactions in order to avoid or aggressively resolve deal-threatening problems in connection with mergers and acquisitions, initial public offerings, shareholder buyouts, recapitalizations, going private transactions, and other fast-moving matters of vital corporate importance. We are as comfortable in the board room as we are in the courtroom.
Representative Clients
We represent a diverse mix of clients across the country and from around the world. We have represented leading software and telecommunications companies, as well as medical device, biotechnology, electronics and pharmaceutical companies in securities class action and shareholder derivative litigation involving restatements of earnings and other alleged financial accounting problems. We also have represented some of the nation’s most prominent real estate investment trusts (REITs) in securities class action suits challenging more than ten billion dollars of mergers and acquisitions. Every deal has closed on time. We represent many of the nation’s largest and most prominent mutual fund complexes as well as many of the nation’s most prominent brokerage firms, hedge funds, private equity and venture capital firms.
Our litigators have participated in many of the major hostile takeover battles and proxy fights in New England, including successful defense against takeover bids faced by some of the region’s most prominent corporations.
Corporate governance is an increasingly important focus of attention by institutional investors, regulatory agencies and the media, among others. Complex questions of governance and legal duties often arise in mergers and acquisitions and complex financings.
Attorneys in our interdisciplinary M&A/Corporate Governance Practice offer a sophisticated mix of corporate and litigation experience in counseling clients on issues concerning various takeover-related subjects, public disclosure matters, the fiduciary duties of directors and officers, and safeguards against insider trading. less »