Cleary Gottlieb regularly represents securities issuers and other corporations, underwriters, financial advisors, board members, officers, directors and other individuals in a wide range of securities litigation and other shareholder disputes.

Our litigators have won significant victories and shaped securities law in the nation’s preeminent courts, including the U.S. Supreme Court, the U.S. Court of Appeals for the Second Circuit, and state and federal courts in New York, Delaware and California.  A significant part of our securities litigation practice also involves representing clients in investigations by the Securities and Exchange Commission, the U.S. Department of Justice, state attorneys general and other regulators around the globe.

Additionally, we have extensive experience representing boards, special committees, acquirers and financial advisors around the country in litigation related to mergers, tender offers and other takeovers. These include actions in both state and federal courts, and proceedings involving requests for expedited or preliminary injunctive relief and damages.

Working closely with our corporate colleagues, we advise clients on potential litigation issues from the earliest stages of M&A transactions, and have successfully handled these types of proceedings by defeating efforts to enjoin transactions pre-closing, resolving claims through reasonable settlements pre-closing and litigating damages claims post-closing. We also advise on a range of corporate governance matters and handle other derivative litigation challenging the actions of boards of directors.


Notable Experience

M&A Litigation Highlights

  • Family Dollar and its board of directors in successfully defeating a preliminary injunction challenge to its merger with Dollar Tree.

  • Goldman Sachs, as financial advisor to Volcano Corp., in defeating a challenge to Volcano’s merger with Philips, successfully arguing that plaintiff had not met the high bar to plead facts demonstrating the requisite scienter for an aiding and abetting claim. 

  • Dollar Thrifty and its board of directors in successfully defeating a preliminary injunction challenge to its sale to Hertz.

  • Google in obtaining dismissal of all claims, at the pleading stage, challenging its acquisition of Motorola Mobility.

  • Primedia, Inc. and TPG in obtaining dismissal of all claims against TPG, at the pleading stage, challenging TPG’s buy-out of the company.

  • The Special Committee of the Yongye International Board in successfully defeating two preliminary injunction bids challenging Yongye’s agreement to be taken private.

  • The Special Committee of the Synutra International Inc. Board in successfully defeating a preliminary injunction challenge to Synutra’s agreement to be taken private.  

  • 3M Corp. in successfully defeating a preliminary injunction challenge to its acquisition of Cogent.

  • Asahi Kasei in challenges to its acquisitions of Polypore International and ZOLL Medical.

  • Sauer-Danfoss and Danfoss in connection with a challenge to Danfoss’ acquisition of the remaining Sauer-Danfoss shares it did not already own.

  • Constant Contact and its board of directors in a post-closing damages lawsuit related to the company’s acquisition by EIG.


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Securities Litigation Highlights

  • Petrobras, PGF and current and former officers and directors in a securities fraud class action and dozens of individual actions in the U.S. District Court for the Southern District of New York in connection with Operation Carwash (“Lava Jato”)—resulting in the dismissal of certain claims based on lack of standing, expiration of the statute of repose and lack of domestic transactions, among other grounds.

  • Over 60 domestic and international banks that underwrote securities issued by Lehman Brothers in the 18 months prior to its collapse, resulting in a favorable settlement of a class action arising out of the Lehman offerings, the dismissal of approximately 10 opt-out cases and the settlement of the remaining cases.

  • The board of directors of Kindred Healthcare in shareholder derivative litigation related to its settlement with the U.S. Department of Justice.

  • Nationstar Mortgage Holdings Inc. and certain of its current and former officers and directors, resulting in the dismissal of a putative class action in the U.S. District Court for the Southern District of Florida asserting Securities Act and Exchange Act claims.

  • Atlantic Power Corporation and certain of its current and former officers and directors in obtaining dismissal in the U.S. District Court for the District of Massachusetts and the U.S. Court of Appeals for the First Circuit of a putative class action asserting securities fraud and unjust enrichment claims in connection with the company’s dividend, and in a parallel class action filed in Ontario and Quebec.

  • Alpha Natural Resources in obtaining the dismissal of a securities class action brought under the Securities Act against Alpha and the favorable settlement of a securities class action brought under the Exchange Act against Massey Energy, which the firm assisted Alpha in acquiring.

  • IMAX in obtaining a favorable settlement of a class action before the U.S. District Court for the Southern District of New York alleging accounting fraud, and in a parallel class action filed in an Ontario court.

  • Overseas Shipholding Group (OSG) in obtaining favorable settlements of a civil class action and SEC enforcement matters involving international tax issues.

  • The syndicate of underwriters of securities issued by Bankrate Inc., including Goldman Sachs, Bank of America, RBC and Stephens Inc., in initially obtaining a dismissal without prejudice in the U.S. District Court for the Southern District of Florida of a putative class action and subsequently obtaining a favorable settlement.  

  • CARBO Ceramics and certain of its officers in obtaining the dismissal of a putative securities fraud class action.

  • Bank of America in multiple securities lawsuits brought by purchasers of residential mortgage-backed securities, obtaining the dismissal of several actions.

  • JPMorgan Securities and ABN AMRO Inc., as underwriter defendants, in obtaining the dismissal of a securities class action in the U.S. District Court for the Southern District of New York involving asset-backed securities issued by Merrill Lynch and affiliates.

  • A syndicate of underwriters, including Morgan Stanley, UBS, Banc of America Securities, Citigroup Global Markets, A.G. Edwards & Sons and Goldman Sachs, in obtaining the dismissal of a securities class action challenging the issuance of ADS by The Royal Bank of Scotland Group plc.

  • ING Group in obtaining the dismissal of a class action under the Securities Act related to the company’s disclo­sures in three separate securities offerings in 2007 and 2008 about its mortgage-related investments.

  • SIFMA, the Chamber of Commerce, the Society for Corporate Governance, and former SEC commissioners in amicus briefs on statutes of repose, American Pipe tolling, class standing, extraterritoriality, disclosure obligations, jurisdictional questions and market efficiency issues in the U.S. Supreme Court and the U.S. Courts of Appeals for the Second, Third and Ninth Circuits.

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