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Securities Litigation & SEC Enforcement

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, 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 are currently defending clients in some of the most prominent cases in the country arising out of the subprime mortgage crisis.

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 U.S. 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.

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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 U.S. Department of Justice. We regularly handle such parallel proceedings, working as a team with the lawyers in our White Collar Crime 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 trial courts and 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, by Nasdaq to train senior executives of NASDAQ-listed companies, 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 litigations 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 $100 billion 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, banks, private equity and venture capital firms, and financial services firms.

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