Securities Litigation & Regulatory Enforcement
Securities Litigation & Regulatory Overview
Shareholders are increasingly demanding, regulations are in flux and related disputes are growing. When faced with securities litigation that threatens our clients' business operations, we work vigorously to manage the risks, bringing the litigation to a quick and favorable resolution.
We offer clients an integrated team of civil litigators and white collar lawyers with unsurpassed experience defending US and non-US companies and their management against US securities litigation and government civil or criminal enforcement actions, including by the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC). Our skilled practitioners draw on their international perspective to offer unique solutions to complex business issues. Our clients include the world's leading financial institutions, accounting firms, underwriters, Fortune 500 companies and their officers and directors.
Our Securities Lawyers are experienced in areas such as litigation under the 1933 and 1934 Securities Acts, including shareholder class action lawsuits, shareholder derivative suits, mergers and acquisitions litigation, leveraged buyout and takeover litigation, short-swing profit litigation, proxy contests, the Investment Company Act and the Investment Advisory Act, litigation involving international securities transactions, Racketeer Influenced and Corrupt Organizations Act (RICO) violations, and foreign secrecy laws and blocking statutes. In recent years, we have represented clients in several of the largest and most complicated shareholder class action suits alleging securities fraud, as well as related suits brought in bankruptcy and state courts. In addition, we have represented a number of clients in connection with insider trading cases and SEC investigations.
AWARDS & RECOGNITION
"White & Case LLP is active in both domestic and cross-border cases, thanks in part to its large network of international offices… The firm's civil litigation and white-collar lawyers defend US and overseas companies in US securities litigation and government civil or criminal enforcement actions."
The Legal 500 US 2021
"They are creative and available anytime during the week. Their ability to analyze complex facts and give straightforward solutions makes them highly valuable and distinguishable."
The Legal 500 US 2021 (client quote)
"Their lawyering is first class, as is their promptness in responding to challenging legal and regulatory issues. White & Case are also very good partners in providing business advice in conjunction with their legal advice."
Chambers USA 2021 (client quote)
GIR 30 Firm: Global Investigations Review 2015 – 2021
Band 1: Highly Regarded – General Commercial Litigation
Chambers USA New York 2021
ReWalk Robotics Ltd.
Representation of ReWalk Robotics Ltd. (ReWalk), a manufacturer of robotic exoskeletons to permit individuals with paraplegia to walk, in the defense of two putative securities class actions pending in the District of Massachusetts and Massachusetts Superior Court relating to ReWalk's September 2014 initial public offering (IPO).
Representation of Aixtron SE, a German-based technology company, in a putative securities class action filed in the Southern District of New York (SDNY). The complaint alleged that the company made misrepresentations and material omissions in press releases and SEC filings regarding the status of a substantial order of one of its products by a large Chinese customer that was eventually reduced substantially, resulting in a decline in the company's stock price. We obtained a dismissal of all claims against our client.
The Talbots Inc.
Representation of Talbots and two of its officers in the defense of a putative securities fraud class action lawsuit. The plaintiffs claimed Talbots issued false and misleading public statements concealing certain inventory and vendor problems, allegedly causing a 61 percent drop in Talbots' stock price from its class-period high. We successfully had all claims dismissed on our initial motion to dismiss.
Aracruz Celulose S.A.
Representation of Aracruz Celulose S.A. (Aracruz) involving billions of dollars worth of losses on derivative contracts. White & Case successfully obtained a material narrowing of the complaint against Aracruz as well as the dismissal of all claims against Aracruz's former chairman of the board of directors and the dismissal of the fraud-based claims against Aracruz's former CEO. While the lead plaintiff's motion for class certification was pending, we resolved the case through mediation.
Representation of Toshiba Corporation as a defendant in a securities class action brought in the Central District of California. Plaintiffs were (i) US purchasers of unsponsored American Depositary Receipts (ADRs) (referencing Toshiba common stock) bought on a US over-the-counter securities market; (ii) purchasers of Toshiba common stock made available by third parties in the US over-the-counter securities markets and (iii) the same ADR purchasers, as well as US purchasers of Toshiba common stock bought on the Tokyo Stock Exchange. Plaintiffs brought their claims under the US Exchange Act and Japan's Financial Instruments and Exchange Act. We succeeded in having the case dismissed with prejudice.
Representation of Dynegy in a putative securities class action suit arising out of Dynegy's successful restructuring in 2011 and 2012. On April 30, 2014, Judge Koeltl in the SDNY dismissed with prejudice all claims asserted against our clients, officers and directors of Dynegy. Plaintiffs had claimed that defendants' fraudulent misrepresentations caused an 87 percent drop in Dynegy's stock price from its class-period high.
Representation of Walter Noel of Fairfield Greenwich Group (FGG), founder of the largest feeder fund to Bernard Madoff, in connection with a consolidated class action proceeding pending in the US District Court for the Southern District of New York. Investors in certain FGG funds have asserted direct and derivative claims alleging, among other things, securities claims stemming from the alleged failure of the FGG to perform adequate due diligence on Bernard Madoff's investment operation. After three years of litigation, we negotiated a highly favorable settlement.
Representation of Royal Ahold (Ahold) in In re Royal Ahold Securities and ERISA Litigation, one of the largest multi-district litigation securities fraud cases ever filed. The case arose out of Ahold's disclosure of an approximate US$1 billion overstatement of earnings, which disclosure precipitated a 60 percent drop in the stock price. The case raised numerous cutting-edge issues relating to extraterritorial application of the securities laws, the feasibility of certifying a class of foreign shareholders and sophisticated damage theories. It was successfully resolved in mediation.
The Firm obtained a precedent-setting settlement for Royal Ahold when the US Securities and Exchange Commission (SEC) imposed no monetary penalty in connection with its wide-ranging investigation into Ahold and its operating units. This settlement, which received widespread media attention, is a marked contrast to the massive SEC penalties recently meted out in several high-profile enforcement actions against companies charged with violations of securities laws. Our client's SEC settlement contributed to our later negotiation of a favorable nonprosecution agreement reached between the US Attorney's Office for the Southern District of New York (SDNY) and our client, Royal Ahold N.V. and its wholly owned subsidiary, US Foodservice, Inc. The SDNY agreed to enter into the nonprosecution agreement because Royal Ahold cooperated fully with the government's investigation, and settled both the SEC enforcement action and a related securities class action. The SDNY agreed that no further restitution was required.
Representation of the former head of MF Global’s natural gas options brokerage unit against claims that he and others under his supervision helped BMO Bank of Montreal’s chief natural gas trader in mismarking BMO’s trading book by providing false price indications to the BMO trader. BMO ultimately booked a loss of more than US$680 million. BMO’s trader and another natural gas trader who provided pricing data to him pled guilty to federal law violations relating to this scheme. We succeeded substantially in preventing criminal action against our client, preventing regulatory enforcement action against our client, and undermining BMO’s case so that the case could be resolved for less than 3 percent of BMO’s booked loss.
Board of Directors of American Apparel
Representation of a committee of the Board of Directors of American Apparel as the committee's special counsel in connection with its specific duties of overseeing the investigation into alleged misconduct by the company's former CEO. We are also representing the client in class action litigation in Delaware against allegations of breach of fiduciary duty.
Former CEO of Refco Capital Markets and Refco Securities
Representation of the former CEO of Refco Capital Markets and Refco Securities in connection with the criminal investigation and prosecution of Refco, as well as in related proceedings arising out of the US$2.5 billion Refco fraud.
Former head of a global financial institution
Representation of a leading global financial institution’s former head of investment banking in connection with an SEC investigation into possible violations of law stemming from alleged “friends and family” hiring policies and practices.
Former CFO of AOL
Representation of the former CFO of AOL in a lawsuit brought by the SEC arising from three restatements that totaled more than US$1 billion. We were able to persuade the SEC to drop all fraud claims and our client agreed to pay a US$20,000 penalty and US$130,000 in disgorgement and also agreed, without admitting any of the underlying allegations, to not violate SEC books and records requirements in the future. The merger of AOL and Time Warner has been recognized as one of the most disastrous mergers of all time and this lawsuit was a direct offshoot of that merger.