Securities Litigation and Investigations
Snell & Wilmer’s Securities Litigation and Investigations Group handles litigation, securities fraud investigations, and non-public proceedings involving securities law, corporate governance, regulatory inquiries, and shareholder disputes.
Our securities litigation lawyers have broad experience in federal and state court, including federal securities class actions, shareholder derivative litigation, merger and acquisition litigation, regulatory enforcement actions, corporate governance disputes, and broker-dealer litigation.
We represent companies, boards of directors, and board committees in conducting internal investigations regarding alleged wrongdoing and financial restatements. We advise clients on best practices for avoiding litigation, protecting whistleblowers, and developing corporate compliance programs. We also assist clients in addressing issues raised by the Securities and Exchange Commission, state attorneys general, and other regulatory and government agencies. We frequently resolve issues informally and privately before any issues are made public or litigated.
Our broker-dealer litigation experience includes representing many financial services institutions in matters involving claims for violations of federal and state registration and securities fraud statutes, unsuitability, selling-away, churning, unauthorized trading and failure to supervise.
We represent public and private companies, their directors and officers, closely held companies, and broker-dealers in securities-related litigation and investigations. Our clients include leading public companies, well-known financial institutions, acquirers and targets in significant transactions, as well as individuals.
The lawyers in Snell & Wilmer’s Securities Litigation and Investigation Group have wide-ranging experience in securities litigation, internal investigations, and regulatory enforcement. We work closely with a company’s management and in-house legal team to resolve complex legal matters in the securities area, which may include resolution of numerous litigation, investigations, and regulatory issues. For instance, a securities class action often triggers the filing of shareholder derivative suits, and an investigation may proceed at the same time as governmental inquiries and parallel litigation. We have substantial experience in coordinating these different matters to reach a favorable resolution. We work cooperatively with other stakeholders in the process, which may include outside auditors, financial and accounting consultants, and investors.
In today’s environment of increased regulation and government oversight, we closely monitor legal and regulatory developments in the field. We draw on the collective experience of our lawyers and we can assemble an effective and efficient team for a variety of situations. We work closely with the transactional securities attorneys in our firm’s Business & Finance Group and the White-Collar Defense and Investigations Group in all our offices.
Several of our representative engagements illustrate the breadth of our experience:
Federal Class Actions and Shareholder Derivative Suits
- We represented a Fortune 500 technology public company in multiple shareholder derivative lawsuits that were filed in both state and federal court that followed the company’s accounting restatement. We had all suits dismissed with prejudice. The federal court dismissal was affirmed by the court of appeals, while the plaintiffs in the state court case elected not to appeal.
- We represented two former officers of a public consumer electronics company in a class action and two related cases arising from alleged misstatements concerning the company’s financial condition and eventual bankruptcy. The class action was settled and the two related cases were dismissed.
- We represented a public pharmaceutical company in a class action alleging violations of the federal securities laws in connection with a complex accounting restatement that covered a six-year time period. At the same time, we also represented the company in two related derivative suits. All cases were settled.
- We represented a public education company in two related shareholder derivative suits that arose out of alleged stock option backdating and disclosure of a governmental inquiry. We succeeded in having both cases stayed while a related securities class action proceeded. We later succeeded in having one case dismissed over the objection of a potential intervenor, while the remaining case was settled.
- We represented the board of directors of a public healthcare company in connection with an anonymous complaint that alleged wrongdoing by senior management. The resulting investigation involved non-U.S. issues and corporate structural changes.
- We represented a public technology company in connection with investigating a potential financial restatement that exceeded $50 million. The investigation enabled the company to ascertain the scope of the restatement and to address all concerns of outside auditors.
- We represented special committee of the board of directors of a public pharmaceutical company to investigate allegations of stock option backdating. The investigation allowed the board to determine the scope of the issue, make key changes to its option-granting process, and address concerns of outside auditors.
- We represented a public company to conduct an expedited investigation of alleged improper business transaction involving a relative of senior management.
- We represented several former high-level officers of a public information technology company in connection with an internal investigation into allegations of stock option backdating as well as representation of the same former officers in related shareholder derivative litigation.
Mergers and Acquisitions Litigation
- We represented a large consumer products company and its board of directors in several shareholder class actions arising from the company’s acquisition by an international Global 500 company. A similar action was brought in the Delaware Chancery Court. Coordinating with Delaware counsel, we quickly resolved all cases through both orders of dismissal and stipulated dismissals.
- We represented a global natural resources company and certain of its officers and directors in two cases involving the proposed acquisition of a minority interest in a related company. After we filed motions to dismiss or stay the case, the plaintiffs in both cases voluntarily dismissed the actions.
- We are representing a national medical company in litigation arising out of the company’s acquisition of another medical company.
- We represented a high technology company focused on the defense and aerospace industries and its board of directors in connection with litigation arising out of the company’s acquisition by another company.
- We represented a national dental supply company and its board of directors in an action brought by a hostile suitor to enjoin company’s planned merger with a third company. After motion practice, the hostile suitor voluntarily dismissed the action and our client completed the merger.
- We defended a broker-dealer, in its capacity as underwriter and otherwise, in NASD arbitration involving claims that misrepresentations and omissions were made in connection with initial public offering and roadshow presentations.
- We represented a broker-dealer, in its capacity as underwriter, in state court litigation arising out of a municipal irrigation district’s default on revenue bonds.
- We represented broker-dealers, in their capacities as underwriters, in several state court suits arising out of defaults on IDA-issued bonds involving multi-family housing projects.
- We represented a broker-dealer, in its capacity as municipal finance advisor, in SEC action arising out of "yield burning" allegations.