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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.

Good Wins Update
November 21, 2013

Good Wins Update
September 11, 2013

HCCA's 20th Annual Compliance Institute
April 17, 2016
South Las Vegas, NV

2016 Corporate Counsel CLE Seminar
February 11, 2016
Scottsdale, AZ

The CFO Leadership Council's Law School for the CFO
October 20, 2015
Washington, D.C.

ACC Annual Meeting
October 18, 2015
Boston, MA

Digital Finance Toronto
September 30, 2015
Toronto, ONT, Canada

June 17, 2015
San Francisco, CA

Digital Finance Conference 2015
June 3, 2015
Vancouver, Canada

Inside Bitcoin NYC
April 27, 2015
New York, NY

First Annual Marsh D&O Panel Symposium
April 21, 2015
New York, NY

HCCA's 19th Annual Compliance Institute
April 19, 2015
Lake Buena Vista, FL

Liquidity: The Summit on New Finance
April 17, 2015
London, England

Current Issues in Securities Litigation
February 23, 2015
San Francisco, CA

AHLA's Physicians and Hospitals Law Institute
February 2, 2015
Las Vegas, NV

ABA Business Law Section Fall Meeting
November 21, 2014
Washington, D.C.

31st International FCPA Conference
November 17, 2014
National Harbor, MD

Qui Tam False Claims Act: Practitioner Perspectives
October 27, 2014
San Francisco, CA

October 7, 2014
Washington, D.C.

Turning an Exacting Eye to Physician-Hospital Compensation
New York Law Journal
November 25, 2015

SEC Applies Whistleblower Protections to Confidentiality Agreements
Emerald Group Publishing Limited
October 1, 2015

Federal Court Injunction Against SEC Prosecution
Harvard Law School Forum
August 30, 2015

International White Collar Enforcement
Thomson Reuters/Aspatore
January 1, 2015

Disclosure Hot Topics in M&A Litigation
The Review of Securities & Commodities Regulation
Vol. 47 No. 16
September 17, 2014

Must-Know D&O: Lessons from FDIC Guidance and Case Law on D&O Insurance
Bloomberg BNA, BNA's Banking Report
March 13, 2014

Quality Control Breakdowns Form Basis of Government Action
New York Law Journal
February 28, 2014

The Ever-Expanding Jurisdiction in FCPA Cases
Corporate Counsel
January 24, 2014

US Antitrust Enforcement Goes Global
Corporate Counsel
January 24, 2014

SEC Forecasts an Increase in Whistleblower Cases and Awards
The Harvard Law School Forum on Corporate Governance and Financial Regulation
July 21, 2013