Jennifer Hadley Catero is based in Snell & Wilmer's Phoenix office where she serves as Co-Chair of the firm's Commercial Litigation practice and Corporate Governance Litigation Group. Jennifer handles complex commercial litigation with an emphasis on corporate governance litigation, banking, consumer financial services and securities litigation, FINRA arbitration proceedings, shareholder derivative litigation, D&O litigation, class actions, internal investigations and privacy and data security issues. Jennifer also advises clients on compliance issues regarding consumer financial products and services.
Jennifer's corporate governance litigation practice includes the representation of directors, officers, shareholders, members and partners in various business enterprises in disputes arising from the performance of duties, the sale or dissolution of a business, valuation, distribution, divestiture, takeover battles, challenges to mergers and acquisitions and financing transactions and matters related to change in control, such as potential derivative actions and breach of fiduciary duty claims.
Jennifer's securities practice includes the representation of a number of financial institutions, including retail and investment banks, commercial lenders, underwriters, broker-dealers, investment advisors and publicly traded and privately held companies in federal court, state court and SRO arbitrations. She has represented these clients in matters involving claims for violations of federal and state registration and securities fraud statutes, directors' and officers' liability, shareholder derivative litigation, unsuitability, selling-away, churning, unauthorized trading and failure to supervise. Jennifer's practice also includes the representation of shareholders, officers, directors and corporations in connection with shareholder derivative litigation, D&O litigation and internal investigations.
Jennifer's financial services litigation practice includes the representation of national and local banks, merchant processing and service organizations, credit card issuers, mortgage lenders, automobile finance servicing organizations and securities broker-dealers in matters throughout the West. She has represented these clients in matters involving lender liability claims that include loan commitments, bad-faith dealing, termination of credit and wrongful acceleration of foreclosure, Truth in Lending Act (TILA), Fair Credit Reporting Act (FCRA), Real Estate Settlement Procedures Act (RESPA), Home Ownership Equity Protection Act (HOEPA), Electronic Fund Transfer Act (EFTA), Equal Credit Opportunity Act (ECOA), Community Reinvestment Act (CRA), Uniform Commercial Code (UCC), Unfair Debt Collection Practices Act (UDCPA), consumer fraud statutes, demand deposit account disputes involving check fraud, check kiting presentment and clearing issues, business torts and breach of contract issues. Jennifer has represented credit card issuers in disputes involving allegations of fraudulent transactions, authorized users, reversed charges, application of payments, interest rate disclosures and modifications, change in terms and fees and disclosures for related products and services. She has also represented merchant processors in litigation involving hold-backs, unauthorized business lines, termination, fees, commissions for merchant processor sales representatives and contract disputes involve merchant account agreements. Jennifer advises clients on privacy issues arising from the collection and use of consumer non-public personal financial information.
In addition to her normal areas of practice, Jennifer is a member of the firm’s Coronavirus (COVID-19) Response Team, an interdisciplinary team of lawyers, formed quickly after recognizing the complex legal issues that businesses would confront as a result of the coronavirus. This group has issued legal alerts and newsletters on the topic and has hosted multiple webinars to address a range of concerns. The group remains committed to monitoring the issues and bringing as much clarity and guidance to clients as possible. More information is available in the COVID-19 Resource Center.
Defended the President and Chief Credit Officer of a regional bank in civil litigation brought by the FDIC in its role as the receiver for the bank. The claims arose from the bank’s failure and subsequent closure by the FDIC and sought compensatory damages in excess of $11 million. Representation involved defense of the FDIC action, a related coverage action, and claims for indemnity from the bank’s parent company which had filed for bankruptcy protection and involved extensive document and deposition discovery. We negotiated a settlement of all actions with all parties.
Represented the CEO/Chairman of the Board and the President/Director of a failed bank in connection with an investigation and enforcement action by the Office of the Comptroller of the Currency (“OCC”). We resolved the matter with a negotiated Consent Order with the OCC.
Represented the former President and Chief Financial Officer of a junior uranium mining company in an action brought by a group of former investors lead by the Chairman of the Wall Street placement agent responsible for the private placement of the company’s shares with qualified investors. Plaintiffs alleged common law fraud and aiding and abetting fraud against the former officers and members of the Board of Directors and sought $6.7 million in damages plus punitive damages. The matter was settled days before the oral argument on motions for summary judgment and the joint pretrial conference for a sum that had been offered to, and rejected by, the Plaintiffs years earlier in mediation.
Represented the former CEO/Chairman, CFO and COO of a company that was engaged in the development of commercial uses for the kenaf plant. The company had filed for Chapter 7 bankruptcy protection subsequent to the resignation of our clients. The Special Counsel to the Chapter 7 Trustee sent a demand to the D&O carrier for payment of damages allegedly incurred by the company arising from the alleged conduct of the defendants. We obtained relief from the automatic stay for the advancement of policy proceeds for the defense of the insureds. The matter was resolved by way of an early mediation between the defendants, the Trustee and counsel for various former investors in the company.
Defended major financial institution in a purported nationwide class action case arising out of fees assessed in connection with consumer payoff of residential mortgage loans. The matter was dismissed in the motions stage.
Defended national banking organization in purported class action relating to its obligations under TILA (15 U.S.C. § 1601 et seq.) related to a co-branded affinity credit card offered in conjunction with a national airline. The matter was dismissed in the motions stage and a substantial attorneys' fee award was obtained against the plaintiff. Argued and defended the appeal before the Ninth Circuit Court of Appeals.
Defended a hotel/casino in purported nationwide class action relating to a telephone surcharge. Class certification was denied and the matter was subsequently dismissed for lack of prosecution. Obtained six-figure attorneys' fee award against the plaintiff.
Obtained summary judgment in favor of credit card issuer in an action alleging that the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) required card issuer to report credit limits to consumer reporting agencies. Defended the appeal before the Ninth Circuit Court of Appeals.
Efficiently represented multiple mortgage lenders and servicers in matters commenced throughout the West by homeowners seeking to prevent residential loan foreclosures and in matters involving interest rate disclosures, fees, payoff amounts, account reconciliation, insurance coverage, foreclosure and loan modification issues with respect to both residential and commercial loans.
University of Arizona (J.D., magna cum laude, 1997)
Phi Delta Phi
Order of the Coif
Editor-in-Chief, Arizona Journal of International & Comparative Law
"An Overview of Shareholder Derivative Litigation Principles and the Impact of Director and Officer Indemnification Agreements," Presenter, Celesq®AttorneysEd Center/WestLegalEd Center®national teleseminar (August 7, 2019)
"Overview of Hot Topics in Director and Officer Liability," Co-presenter, Arizona Association of Defense Counsel (March 13, 2019)