Rishi Zutshi represents clients in high-stakes litigation and investigations and has obtained victories for clients—including at trial—defeating or resolving claims seeking billions of dollars in damages.

Rishi has extensive experience handling complex commercial cases, including disputes related to complex financial products, disputes involving stakeholders in hedge funds and private equity, and M&A and stockholder litigation. His clients—which include public and private companies, financial institutions, private equity, venture capital, investment firms, and sovereign wealth funds—praise his creative and pragmatic strategic thinking, smarts, and dedication.

Rishi also regularly advises clients on matters involving the U.S. Securities and Exchange Commission, U.S. Department of Justice, U.S. Commodity Futures Trading Commission, state attorneys general, and overseas government authorities.

Rishi maintains an active pro bono practice, with a focus on matters involving immigrants’ rights and human rights issues.

Rishi joined the firm in 2008 and became a partner in 2016.

Notable Experience

Complex Financial Products

  • AG Financial Products Inc. in which as first-chair Rishi achieved a significant trial victory by successfully defeating claims for more than $1 billion brought by Lehman Brothers International (Europe) (LBIE) in the Commercial Division of the New York Supreme Court and prevailing on Assured’s counterclaim for breach of contract.

  • Goldman Sachs in the favorable settlements of a number of major consolidated putative class actions and opt-out suits in the Southern District of New York and other venues brought against numerous foreign exchange dealers alleging antitrust conspiracies affecting the FX market and seeking billions in damages.

  • Nomura in connection with various disputes and regulatory matters related to the multi-billion dollar collapse of Archegos Capital.

  • Daiwa Securities Capital Markets Co. Ltd. and Svensk Exportkredit, A.B., in successful resolution of claims in the Lehman bankruptcy in connection with more than 900 derivative transactions.

  • Crédit Lyonnais and National Westminster Bank in lawsuits in New York federal court based upon allegations under the U.S. Anti-Terrorism Act.

  • Goldman Sachs in multiple federal and state court actions involving claims related to physical and derivative energy contracts.

  • Various financial institutions in regulatory investigations regarding trading practices in the equities, foreign-exchange and asset-backed securities markets, and swap reporting practices

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Hedge Fund and Private Equity Disputes

  • Abu Dhabi Investment Council in bringing a first-of-its-kind challenge to enjoin a $1.5 billion continuation vehicle transaction based on fraudulent disclosure and related violations.

  • Hedge fund founder in connection with claims for breaches of partnership agreements.

  • Limited Partners and Advisory Boards in disputes involving breaches of fiduciary duty and partnership agreements by general partners and their affiliated parties in various funds.

  • General Partner in a dispute regarding termination of a limited partner’s interests.

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M&A and Stockholder Litigation

  • Synutra (an NYSE-listed company) in successfully resolving multiple federal and state court actions involving claims relating to a going-private transaction, including arguing before and obtaining a favorable decision from the Delaware Supreme Court.

  • GSK in defending civil action asserting claims for breach of fiduciary duty, common law fraud, and other business torts in connection with an M&A transaction in which GSK acquired one of the defendants.

  • Proterra Inc. in securing a favorable settlement in a securities class action filed against them in federal court in the Northern District of California alleging that Proterra’s directors and officers made misstatements regarding Proterra’s financial health in public filings.

  • Compass Minerals and certain individual officers in achieving a favorable settlement of a putative securities fraud class action brought in U.S. District Court in the district of Kansas alleging that Compass Minerals made fraudulent statements.

  • National Amusements Inc. (NAI), Shari Redstone, and Sumner Redstone in Delaware Chancery Court litigation against CBS Corporation and certain members of its board of directors concerning CBS’s attempt to dilute NAI’s voting control of CBS, ending in a favorable settlement rescinding dilutive stock dividend and dismissal of all claims.

  • Citigroup in a shareholder derivative action asserting claims based on alleged manipulation of interbank-offered rates.

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Digital Assets Matters

  • Genesis Global Holdco (GGH) in various litigations, regulatory actions, and an internal investigation conducted by the special committee of GGH in connection with GGH’s Chapter 11 proceedings.

  • Sequoia Capital in defending putative class actions consolidated in the FTX MDL proceedings, asserting various securities, state law, and common law claims related to alleged fraud by FTX and its insiders.

  • Jane Street Capital in defending insider trading and CEA claims brought by Terraform wind-down administrator.

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Selected Activities

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  • Member, Hedge Fund and Capital Markets Committee of the Commercial and Federal Litigation Section of the New York State Bar Association.

Publications

Calculating Pharma Earnout Damages: Strategic Lessons for Designing Milestone Frameworks,” Cleary M&A and Corporate Governance Watch blog (July 23, 2025) co-authored with James Jian Hu and Jessica Graham

Delaware Court of Chancery Finds in Favor of Buyer in Earnout Dispute Based on Ambiguous Milestone Provision,” Cleary Gottlieb Alert Memo (January 28, 2025) co-authored with James Jian Hu, Mark E. McDonald, Benet J. O’Reilly, and Kimberly Bittinger 

Delaware Court of Chancery Finds Buyer Failed to Use Commercially Reasonable Efforts in Pharma Milestone Payment Case,” Cleary Gottlieb Alert Memo (September 9, 2024) co-authored with James Jian Hu, John A. Kupiec, Kimberly R. Spoerri, Benet J. O’Reilly, and Lucy Silver 

The Adjustable Interest Rate (LIBOR) Act: A Closer Look at How It Interacts with State Law and What It Means for Potential Litigation Risks,” Cleary Gottlieb Alert Memo (April 13, 2022) co-authored with Jeffrey D. Karpf, Duane McLaughlin, Elizabeth A. Chang 

2021 Developments in Securities and M&A Litigation,” Cleary Gottlieb Alert Memo (January 18, 2022) co-authored with Joon H. Kim, Matthew C. Solomon, Victor L. Hou, Roger A. Cooper, Lisa Vicens, Jared Gerber, Nowell D. Bamberger, Abena Mainoo, Rahul Mukhi, Lina Bensman, Mark E. McDonald, Alexander Janghorbani, Anthony M. Shults, Avion A. Tai and Chelsea Hanlock

The Banking Litigation Law Review - Edition 5,” The Law Reviews (December 8, 2021) co-authored with Jonathan Blackman, Pascale Bibi, and Vishakha Joshi

The Need for Continued Vigilance Against Veil Piercing,” Corporate Disputes Magazine (June 9, 2021) co-authored with Douglas Gretz 

AG MIT CMO, LLC v. RBC (Barbados) Trading Corp.: Initial Post-COVID-19 Litigation Challenges to Closeouts of Repurchase Agreements,” Cleary Gottlieb Alert Memo (March 31, 2020) co-authored with Carmine D. Boccuzzi Jr., Penelope L. Christophorou, Lisa M. Schweitzer, Jane VanLare, Brandon M. Hammer, Sean A. O’Neal, Sandra M. Rocks, Douglas A. Gretz, Colin D. Lloyd, and Derek M. Bush

Delaware Chancery Court Opinion Raises New Considerations for Special Litigation Committees,” Cleary Gottlieb Alert Memo (December 13, 2019) co-authored with Jared Gerber, Roger Cooper, Rahul Mukhi, Victor Hou, and Mark McDonald; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation

New Limits on Forum Shopping:  Standing and Jurisdiction as Hurdles in Class and Mass Actions,” Class Actions & Derivative Suits: American Bar Association Section of Litigation, May 23, 2019.

Delaware Supreme Court Provides Significant Guidance on Timing Requirement Under MFW,” October 16, 2018; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation, November 3, 2018.

Identifying Cybersecurity Best Practices for Financial Firms,” Law360, March 2018.

Litigation Involving Derivatives and Other Complex Financial Products,” Corporate Disputes Magazine, October - December 2017 Issue.

“Derivatives,” Business and Commercial Litigation in Federal Courts (Thompson Reuters and the American Bar Association Section of Litigation, fourth ed.), co-author.