Our Firm has represented corporations, brokerage houses, accountants, and
individuals in a variety of cases involving the securities laws, including
disputes over tender offers, the accuracy of registration statements and financial
reports, alleged insider trading, foreign corrupt practices, mergers and acquisitions,
and minority shareholders' rights.
We have represented the audit committee of a publicly traded company in connection
with its investigation of a whistleblower's disclosures. This representation
required us to assist the audit committee not only with the interviews and documents
analysis inherent in the investigation but also with the drafting of a full and
complete report to the Board of Directors, while remaining sensitive to existing
whistleblower claims and potential stockholder actions. We also counseled the
members of the committee concerning their fiduciary responsibilities and the
requirements of the federal securities laws, as augmented by the Sarbanes-Oxley
Act of 2002.
Examples of our securities litigation experience include the defense of an outside
director in a case involving stock options backdating; the defense of an accounting
firm in connection with the failure to discover fraud in the books of an audited
company; the defense of the outside directors of a leading deep discount drug
store chain in litigation arising from alleged fraudulent financial record keeping
by members of the company's senior management; the defense of the former Chief
Executive Officer of a documents management company in litigation complaining
about the adequacy of the company's financial disclosures; the defense of the
directors of an acquired company alleged to have engaged in self-dealing during
the course of its acquisition; and the defense of promoters of various real estate
limited partnerships alleged to have misrepresented the tax advantages of the
investments.
We have also represented several hedge funds in suits filed by companies whose
stock the hedge fund had sold short; the claims asserted various theories, including
securities fraud, defamation, and breach of a confidentiality agreement. That
representation has led to our counseling such funds on a host of issues, including
disclosure issues, document retention policies, employee trading policies, and
information exchange practices. For example, we are advising a hedge fund in
connection with its efforts to protect its rights as a minority shareholder in
a privately-held company. We also have represented a hedge fund in connection
with an SEC investigation of a company in which the hedge fund has held both
short and long positions.