Securities, Shareholder & Derivative Litigation

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Overview

I thought their work was really top-notch; they were all highly capable, very creative lawyers. I would praise them the most for their out-of-the-box thinking, which is rare for securities. - Chambers USA, 2017

We are a collection of driven, high performers, who thrive on helping our clients resolve their significant challenges and issues.

When we perform, our clients can move forward and thrive.

Our Securities, Shareholder & Derivative Litigation Practice Group has exceptional depth of knowledge representing clients in high-profile matters including:

  • Securities class action litigation – '33 and '34 Acts
  • Shareholder derivative litigation
  • M&A litigation
  • Structured finance litigation
  • ERISA-related litigation

We often represent both purchasers and sellers, as well as their boards of directors, in connection with challenged mergers, tender offers, appraisal actions, and leveraged buyout transactions. These include actions in both state and federal courts and proceedings involving requests for preliminary or other emergency injunctive relief, as well as damages.

Our lawyers also routinely represent clients in securities litigations that relate to investigations and enforcement actions. These lawsuits often involve allegations of violations of the federal securities laws, such as allegations of false or misleading disclosures to shareholders, insider trading and other types of financial misconduct.

Recent Experience

Oklahoma Firefighters Pension and Retirement System, et al. v. Xerox Corporation, et al. (S.D.N.Y.; 2d Cir.)
Representing Xerox and certain of its current and former directors and officers in a purported securities fraud class action alleging that defendants made false and misleading statements regarding the profitability and growth prospects of one of Xerox’s software products. Won dismissal in 2018; pending appeal.
In re Appraisal of Solera Holdings, Inc. (Del. Ch.)
Represented Solera in an appraisal action arising out of the $6.5 billion take-private acquisition of Solera by Vista Equity Partners. The hedge fund plaintiffs contended that their stock was worth over $100 million more than the deal price. In 2018, following a five-day bench trial, the court ruled in favor of Solera, granting sole weight to the sale price minus estimated synergies.
In re Alere-Abbott Merger Litigation (Del. Ch.)
Represented Abbott Laboratories in a dispute arising from its proposed $5.8 billion acquisition of Alere. Following a series of adverse developments for Alere, including accounting problems and a DOJ FCPA criminal investigation, Abbott sought to terminate the merger under the Material Adverse Effect provision. In 2017, shortly before trial, Kirkland secured a $500 million reduction in purchase price settlement. The acquisition was completed shortly thereafter.
Jeffrey P. Weiner Supplemental Trust, et al. v. Rio Tinto PLC, et al. (S.D.N.Y.)
Representing Rio Tinto plc in a putative securities fraud class action regarding the company's compliance with anti-corruption laws and a decline in the company's stock price. Kirkland won full dismissal in 2018.
Leslie v. Caforio, et al.; Deckter v. Andreotti, et al.; Reese v. Andreotti, et al. (N.Y. Sup. Ct.; N.Y. App. Div.)
Representing Bristol-Myers Squibb Company and its directors and officers in three derivative actions arising out of a 2015 settlement between the company and the SEC regarding alleged FCPA violations. The plaintiffs brought purported derivative suits against the company's board on a Caremark theory, i.e., that the company's alleged legal problems were the result of director negligence. Kirkland filed motions to dismiss on behalf of all of the defendants. In 2017, the first shareholder dismissed his case voluntarily after oral argument on Kirkland’s motion to dismiss. The second shareholder’s case was dismissed for failure to adequately allege why a demand on the board of directors would have been futile, and the dismissal was affirmed on appeal. The third shareholder made a demand on the board. His case was dismissed for failure to show why the board’s investigation of the demand was inadequate.
North American Soccer League, LLC v. Gulati, et al. (N.Y. Sup. Ct.)
Defended the U.S. Soccer Federation (USSF) Board of Directors in a breach of fiduciary duty action alleging USSF improperly removed the North American Soccer League from the Division II league. Won full dismissal in 2019.

Practice Group of the Year: Securities

Law360, 2017

Recognized for Securities Litigation Defense

The Legal 500, 2018

Best Law Firms: Tier 1 Securities

U.S. News and World Report and Best Lawyers, 2018

Practices