Securities Litigation & Business Disputes

We defend corporate clients against claims arising from the spectrum of corporate and securities disputes, such as:  

Disputes in this space rarely arise in isolation. Securities claims, shareholder actions, regulatory inquiries, and transactional disputes frequently overlap, demanding advocacy that is coordinated across forums and disciplined in its execution. We develop strategies with full awareness of companion investigations, regulatory proceedings, and historical and ongoing litigation, ensuring that positions taken in one forum advance the client’s interests in another.

Shareholder Litigation and Corporate Governance Disputes

Shareholder litigation poses a significant and growing challenge for the boards and officers of public and closely held companies, carrying substantial financial, reputational, and governance consequences. We handle the full range of these disputes—including class actions, derivative litigation, special committee litigation, books-and-records demands, fiduciary duty claims, merger objection litigation, investor disputes, officer and director liability claims, and corporate governance matters. Our team is experienced in threshold issues that often determine the trajectory of a case, such as standing, demand futility, claim characterization, and forum selection.

We also advise boards, special committees, directors, special committees, and management teams on matters requiring independent judgment and procedural rigor. Whether disputes involve special litigation committees, internal investigations, or related civil actions, we help clients maintain committee independence, preserve privilege and confidentiality, and safeguard procedural integrity while advancing the company’s legal and business interests.

Securities Litigation and Regulatory Overlap

Our securities litigation practice includes the defense of public companies, financial institutions, directors, officers, and other market participants in federal and state securities claims, shareholder class actions, opt-out actions, and disclosure-based suits. We manage claims involving alleged misstatements or omissions, securities fraud, offering-related liability, proxy disclosures, and disputes arising from market events and corporate transactions.

We have deep experience in matters involving allegations under Sections 11 and 12 of the Securities Act; Section 10(b) and Rule 10b-5; Section 14(a); and related state and common law analogs. We also guide clients through related SEC investigations, DOJ inquiries, FINRA matters, internal reviews, insurance coverage issues, and alternative dispute resolution, while maintaining consistency and strategic alignment across every forum.

Transactional Disputes

We represent buyers, sellers, investors, sponsors, portfolio companies, founders, executives, and other stakeholders in disputes arising from mergers, acquisitions, financings, joint ventures, strategic investments, and other business transactions. These matters frequently turn on the interplay of contract language, deal history, accounting inputs, disclosure schedules, post-closing conduct, and the parties’ commercial expectations.  These disputes, by virtue of the contracts at issue, often have arbitration or other alternative dispute resolution provisions that our firm has experience dealing with, including disputes about the enforcement of such clauses.

Our experience spans M&A litigation, earn-out disputes, representation and warranty claims, indemnity and escrow disputes, purchase price adjustments, breach of contract and fraud claims, and disputes over post-closing covenants. We collaborate closely with deal counsel, accounting experts, valuation professionals, and company leadership to ensure that litigation strategy is anchored in the transaction documents and aligned with business objectives—seeking emergency relief when circumstances demand it, pursuing negotiated resolutions when it serves the client’s interests, and litigating through trial when necessary.

How We Help

We advise and represent clients at the intersection of legal, governance, regulatory, and business risk. We help clients assess exposure, preserve claims and defenses, respond to shareholder demands, protect privilege, coordinate with insurers, pursue or oppose dispositive motions, position matters for resolution, and try cases when settlement is not achievable.

Our focus is on managing sensitive and consequential disputes with efficiency, sound judgment, and close attention to each client’s legal and business objectives. We believe that intelligence, experience, and genuine collaboration, both within our team and with our clients are essential to achieving successful outcomes in securities, shareholder, corporate governance, and transactional litigation.