Cleary Gottlieb represents securities firms, banks, shareholders, issuers of securities and other corporations, Securities Investor Protection Corporation trustees, and individuals.

Our litigators have had a significant impact in shaping 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.

We have won victories for many of the world’s leading financial institutions, and Cleary is actively involved in government enforcement and regulatory reform relating to corporate financial reporting and investment research analyst practices, as well as insider trading and broker-dealer practices in the over-the-counter market. A significant part of our securities litigation practice involves representing clients in investigations by Securities and Exchange Commission, the U.S Department of Justice, state attorneys general and stock exchanges.

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 takeover-related settings. 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 lawyers, 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 claims for damages 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

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

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

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

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

  • EVOQ Properties and its board of directors in a challenge to its sale to an investor group led by Atlas Capital Group.

  • National Financial Partners and its board of directors in connection with a challenge to its sale to Madison Dearborn Partners.

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

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

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

  • The Coca-Cola Company in connection with a challenge to the proposed merger of three Coke bottlers across Europe.

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

  • Open Text in a challenge to its acquisition of Actuate.

  • Kindred Healthcare in a challenge to its acquisition of Gentiva Health Services.

  • A group led by TPG in a challenge to its acquisition of Chindex.

  • Goldman Sachs as financial advisor to Volcano Corp. in a challenge to Volcano’s merger with Philips.

  • Goldman Sachs as financial advisor to Amerigroup in a challenge to Amerigroup’s merger with WellPoint.

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Securities Litigation Highlights

  • 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 in a putative class action asserting Securities Act claims based on a 2015 offering and Exchange Act claims.

  • Petrobras, PGF, and current and former officers and directors in securities fraud class action litigation and 29 individual actions in the U.S. District Court for the Southern District of New York in connection with Operation Carwash—reportedly the largest corruption scandal in Latin American history.

  • Over 60 domestic and international banks that underwrote securities issued by Lehman Brothers in the 18 months prior to its collapse, resulting in a $417 million 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.

  • Atlantic Power Corporation and certain of its current and former officers and directors 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.

  • ING Group before the U.S. Court of Appeals for the Second Circuit in obtaining the affirmance, in two related decisions, of the dismissal of Securities Act claims brought on behalf of investors in three separate securities offerings issued by ING in 2007 and 2008.

  • Alpha Natural Resources in securities class actions and derivative actions against Massey Energy, which the firm assisted Alpha in acquiring. Also counsel to Alpha in its successful defense in the Delaware Court of Chancery against the plaintiffs' motion to enjoin the merger, alleging breach of fiduciary duty.

  • Countrywide Financial (now Bank of America) in obtaining the dismissal of securities fraud actions brought by two hedge funds that purchased mortgage-backed securities.

  • IMAX in obtaining a favorable settlement of class action litigation 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 civil class action litigation and SEC enforcement matters involving international tax issues.

  • Several investment banks, including Bank of America, Wachovia Capital Markets and UBS Securities, that underwrote securities issued by The Royal Bank of Scotland.

  • The syndicate of underwriters of securities issued by Bankrate Inc., including Goldman Sachs, Bank of America, RBC and Stephens Inc.

  • Pall Corporation in a securities fraud class action alleging accounting improprieties arising out of Pall's tax reserving. Previously counsel to Pall in the dismissal of derivative complaints brought by its shareholders.

  • Bank of America, Merrill Lynch, Citibank, JPMorgan Chase and ABN Amro Bank in more than 30 securities class action lawsuits in courts across the U.S. relating to multiple offerings of mortgage-backed securities.

  • CARBO Ceramics and certain of its officers in the dismissal of a putative securities fraud class action under Section 10(b)(5) of the Exchange Act.

  • Bank of America in investigations and litigations arising out of its acquisition of Merrill Lynch, including a lawsuit brought by the SEC; litigation filed by NYAG; private individual and class actions filed by shareholders; derivative actions pending in several states; and an ERISA class action.

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