Jace A. Cearley

Some of Jace’s representations include:

• Defended biopharmaceutical company and its directors against a securities fraud class action alleging misrepresentations in connection with negative clinical trial outcomes. Won back-to-back dismissals in the U.S. District Court for the Southern District of New York, which were then affirmed on appeal by the U.S. Court of Appeals for the Second Circuit.
• Defended private equity company in dispute over the purchase and sale of a landmark hotel, winning dismissal on a pre-discovery motion for summary judgment in New York state court and securing a precedent-setting anti-suit injunction enjoining parallel litigation in Puerto Rico.
• Defended private equity companies and their directors against claims brought by minority investors challenging the purchase price paid in a take-private transaction concerning a deep sea oil transport company. Won dismissal in the U.S. District Court for the Southern District of New York on the merits and jurisdictional grounds in a precedent-setting opinion clarifying complex questions of New York, Delaware, and Marshall Islands law.
• Defended overseas directors and officers of an Israeli telecommunications company against a securities fraud class action. Won dismissal in the U.S. District Court for the Southern District of New York in a precedent-setting opinion concerning the scope of personal jurisdiction over foreign officers who sign financial statements filed with the U.S. Securities and Exchange Commission.
• Defended international real estate company and its Chief Executive Officer against multistate action brought by competitor alleging misappropriation of trade secrets and tortious interference in connection with hiring of prominent real estate brokers. Won dismissal of all claims brought in New York state court after securing favorable ruling on appeal, and won entry of summary judgment on all claims in the District of Columbia.
• Defended directors of generic pharmaceutical company against three derivative actions by stockholders alleging that the Board of Directors had breached their fiduciary duties by failing to disclose purported antitrust violations. Secured approval of favorable settlement in the U.S. District Court for the District of Delaware prior to resolution of pending motions to dismiss.
• Represented Chief Financial Officer and corporate controller of international sporting goods company in connection with investigation by U.S. Securities and Exchange Commission. Secured closure of investigation by agency without any action despite issuance of two Wells Notices.
• Represented biopharmaceutical company in connection with significant dispute over joint development agreement, securing favorable settlement and renegotiation of contract without litigation.
• Represented biopharmaceutical company in connection with royalties dispute under joint development and commercialization agreement, securing favorable settlement and renegotiation of contract without litigation.