Securities & Shareholder Litigation

Our attorneys have defended some of the largest class action securities cases in history. They have clerked on the U.S. Supreme Court, led complex and high-profile matters before the SEC and the Southern District of New York and developed innovative defenses to securities fraud claims that have dramatically reduced case value.

This continues a long trend of McGuireWoods defending public company and financial services clients in complex securities matters in federal and state courts; before the SEC, DOJ, FINRA and the Center for Multi-District Litigation; and in AAA and JAMS arbitrations and mediations. In addition to defending clients against individual claims and class actions alleging violations of Sections 11 and 12 of the Securities Act and Section 10(b)/Rule 10b-5 and 14a of the Exchange Act, McGuireWoods staves off, and where necessary, defends corresponding derivative actions in Delaware and across the country. Representative services include civil litigation and class action, shareholder derivative actions and M&A litigation.

In addition, shareholder actions present an increasingly frequent challenge to the boards and officers of public and closely held companies. These cases range from mere distractions to fundamental challenges to the integrity of a company’s decision-making.

McGuireWoods has deep experience in all aspects of the defense of these procedurally complex matters in federal and state courts, including in claims of breach of fiduciary duty, fraud or misrepresentation, shareholder derivative actions, and special committee investigations, among others.

McGuireWoods’ trial teams frequently litigate the issue of demand futility, which often presents a significant hurdle to shareholders seeking to seize control of internal matters from management. We also have favorably defended direct actions asserted by shareholders on the ground that the claim was only derivative in nature. In addition, we work to make sure that derivative cases are managed in the most appropriate jurisdiction, and that multiple, duplicative challenges are effectively addressed. Delaware corporate law, which is often applicable in shareholder matters, is well-known to our team.

We fully appreciate the need for great care in maintaining the independence of board special committees that are charged with investigating the actions of fellow board members. Subtle issues of attorney-client privilege and confidentiality frequently emerge amid special litigation committee investigations and require careful, experienced management.

Direct and shareholder derivative cases rarely arise in isolation. Strategies must be developed and implemented with sharp peripheral vision. We understand the vital need to coordinate in an effective and efficient manner when companion investigations, regulatory proceedings or lawsuits are in play. We have worked on multiple matters that involve parallel civil or criminal proceedings and grand jury or SEC investigations. We seek to maximize the insurance protection that may be available to clients through D&O policies.

McGuireWoods is the smart choice for public companies defending these lawsuits. A great outcome in sensitive, consequential securities and shareholder litigation can be achieved efficiently. Intelligence, experience and collaboration, both internally and with clients, are key.