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Services Available
Business Fraud
The attorneys in our Business Fraud and Complex Litigation practice represent clients in federal and state criminal, civil and administrative proceedings and litigation, as well as in congressional investigations.
Our expertise spans antitrust, commodities and securities fraud, environmental enforcement, government (including defense) contracting, health care, mail and wire fraud, taxes, money laundering and asset forfeiture. We have handled cases under the Racketeer Influenced Corrupt Organizations (RICO) statute, the Foreign Corrupt Practices Act (FCPA) and the various economic sanctions laws. We also are active in the defense of civil Federal Claims Act, qui tam, and class actions.
In addition, we conduct internal audits and investigations, and assist in the formulation, implementation and policing of compliance programs, manuals and ethics codes.
Corporate and Securities
Led by some of the nation's most respected corporate and securities practitioners, Cadwalader regularly provides counsel to shareholders, directors and management on a wide range of business and corporate governance matters.
Our litigators have substantial experience in dealing with disputes arising out of virtually every kind of corporate transaction - from tender offers, proxy contests, and consent solicitations to mergers, stock and asset purchases, joint ventures and recapitalizations. In connection with such transactions, we counsel buyers and sellers, as well as lenders, accounting firms and financial advisers. We also regularly advise clients regarding their general defensive posture and preparedness in the event of control or takeover contests, including analyzing charter provisions, state takeover statutes, shareholder rights plans and strategic and financial structural defenses, as well as developing appropriate responses to specific takeover threats.
Adept at dealing with the intricacies of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company and Investment Advisers Acts of 1940, and related federal and state laws, our litigators represent clients in shareholder class actions, often following public offerings or events that are claimed to affect the price of securities, derivative suits, customer disputes, and a wide variety of other cases. We also counsel clients concerning their disclosure obligations under the federal securities laws.
In addition, we handle special investigations on behalf of audit committees and boards of directors to investigate suspected wrongdoing, to assist officers and directors in fulfilling their fiduciary duties, to address threatened or pending litigation, and to deal with government or agency investigations. Our services extend to the development of internal compliance programs for a wide variety of corporations to assist them in conducting their business in a manner consistent with ethical and legal standards.
Complex Financial Products
Cadwalader has a leading derivatives practice representing both dealers and end-users in connection with disputes relating to a variety of financial products. We counsel clients on the risks associated with particular products and alternative strategies for dealing with defaults, margin calls and similar trading issues. We also represent clients in regulatory inquiries and investigations involving trading in complex financial instruments. Our extensive knowledge of, and experience with, the development and trading of such products means that we are well positioned to handle any litigation surrounding them quickly and efficiently.
The Department also has extensive experience in litigating commodities matters involving financial instruments, including foreign currencies, U.S. and foreign government securities, and U.S. and foreign stock indices, as well as traditional agricultural, energy and physical commodities. We represent clients in claims involving accounting misstatements, insider trading, manipulations, and other instances of alleged fraudulent activity, before the Commodities Futures Trading Commission (CFTC) and Securities and Exchange Commission, as well as self-regulatory agencies.
Employment
Serving a wide range of employers, we devote substantial effort to helping clients avoid litigation by developing appropriate hiring, employment and termination procedures, negotiating resolution of workplace disputes prior to the commencement of litigation, and conducting workplace investigations. We handle the preparation of employee handbooks; the negotiation and preparation of employment contracts, consulting contracts, confidentiality agreements and separation agreements; the development of appropriate policies concerning equal employment opportunity, prevention of sexual harassment, payment of bonus compensation, accommodation of disabilities, requests for job references, and drug testing of employees; and the implementation of procedures to protect trade secrets.
In the event that litigation ensues, our attorneys handle all types of employment claims, including those concerning alleged discrimination, breach of employment contracts, bonus disputes, "raiding" and non-compete situations, improper use of trade secrets and confidential information, employment-related defamation, sexual harassment, and retaliatory conduct, and employee theft and embezzlement.
In the labor context, we assist in the negotiation of collective bargaining agreements and related matters, including strike preparation and management, and the discipline, suspension and termination of unionized employees.
Environmental
For over twenty years, Cadwalader has provided environmental litigation and counseling services to companies, industry trade associations, and individuals in federal and state government enforcement actions, regulatory proceedings, private party litigation and arbitrations, criminal investigations and proceedings, and pre-filing negotiations and advocacy.
Our environmental litigation practice often involves the resolution of issues of first impression or other matters at the forefront of developing law. With a national practice, we handle claims involving virtually all major federal environmental statutes and comparable state laws. We also are called upon to litigate contractual indemnification and contribution claims arising out of transfers of property and other assets and "toxic tort" claims arising from exposure to chemical and other materials.
Cadwalader also has a substantial practice involving environmental science and policy, in which we work on scientific and technical policymaking issues "at the front end" to avoid or minimize regulatory and administrative challenges.
Insolvency and Restructuring
Cadwalader's litigators handle many disputes relating to financial restructuring and insolvency and work closely with the Firm's preeminent Financial Restructuring Department in representing secured and unsecured creditors, official unsecured creditors' committees, ad hoc bondholder committees, trustees, debtors, regulators in major insurance insolvencies, examiners, strategic investors, equity interests, equity committees, and lessors and lessees of real and personal property.
The Firm has handled significant corporate, insurance and real estate insolvencies as well as hundreds of real estate workouts and bankruptcies across the country. We have addressed a broad range of creditors' rights issues, from fraudulent transfers, preferences, insider transactions, sales and dispositions of collateral, to bulk sales, garnishments, levies and liens, and the enforcement of judgments.
Cadwalader also is experienced in dealing with the cross-border aspects of international insolvencies and has participated in a number of high visibility international cases, including one of the largest recent joint U.S./U.K. proceedings.
Insolvency litigators also work closely with clients in structuring sophisticated corporate, commercial, derivative and securitization transactions to identify and minimize the adverse effects of an insolvency.
Insurance and Reinsurance
Cadwalader's preeminent insurance and reinsurance team performs the full range of legal work related to the insurance and reinsurance industries, from business transactions to litigation to regulatory compliance. In addition to some of the largest insurance and reinsurance companies, we represent domestic and international entities involved in every aspect of the insurance and reinsurance business, including large industrial and service corporations, pension funds, investment and commercial banks, thrift institutions, and stock and commodity exchanges.
Cadwalader attorneys represent major insurance companies and other financial institutions in significant claims and litigation related to commercial and financial insurance. These cases involve director and officer liability, errors and omissions, fidelity, and other forms of special financial risk insurance.
Our litigators also provide counsel to major financial institutions with respect to the policy terms and negotiation of financial services insurance, including advice on reinsurance treaties and related regulatory issues. In addition, Cadwalader conducts internal investigations and prepares policies and procedures for several different insurance company clients.
Cadwalader has long represented leading New York investment banks and broker/dealers in litigation and insurance matters relating to major trading losses caused by rogue brokers or similar misconduct.
Our leading U.K. insurance insolvency experts, together with our New York partners, specialize in cross-border insurance litigation and proceedings. We also represent public companies and their directors and officers in securities class actions and other financial services litigation, and coordinate their defense with insurance carriers as underwriter-approved defense counsel.
With a team of experienced reinsurance attorneys, Cadwalader offers knowledge and expertise that few firms approach. The reinsurance group combines many decades of experience in representing cedents, reinsurers, retrocessionaires, syndicate managers, syndicate members and intermediaries. On behalf of these clients, our attorneys have handled dispute resolutions, including litigation, arbitration and mediation, as well as corporate and commercial transactions, including the purchase and sale of reinsurance entities, the development of reinsurance programs, and negotiation and drafting of reinsurance contracts, commutation agreements, deeds of trust, escrow agreements and security devices. They are also experienced with insurance and reinsurance company insolvencies, counseling reinsurers and liquidators about their rights and obligations.
The Firm's attorneys have handled over 500 reinsurance arbitrations and litigations in more than a dozen states and in London and Bermuda. Among their successes on behalf of reinsurers, they have obtained rescission of reinsurance treaties and facultative certificates before arbitration panels, in United States Federal District Court and against the liquidator of an insolvent insurer in state court.
On behalf of cedents or retrocedents, our attorneys have collected well over one-half billion dollars of reinsurance or retrocession recoverables. They have also been in the forefront of persuading arbitration panels to require security from a reinsurer as a condition of permitting the reinsurer to participate in discovery, and have established law that requires alien reinsurers to post collateral as a condition of defending an action. Our attorneys also have extensive experience successfully representing insurers and reinsurers in disputes with former agents or underwriting managers, including several multi-million dollar disputes involving agency malfeasance and alleged unlawful termination. Our reinsurance practice is also involved in complex disputes regarding cedents' allocation to reinsurers of their environmental and products liabilities.
The Firm's attorneys have counseled clients with respect to loss portfolio transfers, sales of reinsurance books of business, purchases and sales of reinsurance underwriting management companies and the formation and operation of reinsurance auditing and run-off companies. They have represented several reinsurers in run-off and helped design for them programs to commute or otherwise minimize exposure to cedents while protecting retrocession recoverables.
International
Cadwalader litigators have broad experience representing international clients in complex commercial disputes before U.S. federal and state courts, foreign and domestic arbitration tribunals and regulatory agencies in the U.S. and Europe. We counsel foreign clients on the jurisdictional reach of U.S. courts, the application abroad of U.S. civil and criminal laws, the application of U.S. federal and state discovery procedures to international disputes, settlement strategies, alternative dispute resolution mechanisms, and the recognition and enforcement of U.S. judgments under treaties and statutes.
Long-standing relationships with foreign counsel in a number of countries allow us to pursue coordinated strategies for our international clients to protect their interests in multi-jurisdictional disputes.
In addition to the resolution of complex civil litigation, Cadwalader's litigation attorneys defend foreign corporations, financial institutions, investment firms and individuals under investigation by federal and state authorities and administrative agencies. We also represent international clients in cases involving asset forfeiture proceedings, environmental enforcement, the Foreign Corrupt Practices Act, government contracts, money laundering allegations, RICO claims and other fraud charges, securities violations, and violations of export control licensing requirements. Cadwalader attorneys also have experience in foreign bank secrecy and confidentiality matters.
Real Estate
Cadwalader's real estate litigators represent clients with virtually every kind of interest in commercial, residential and mixed-use property. We represent secured lenders, developers, owners, prospective purchasers, lessors and tenants, among others, in property-related court actions and arbitrations.
The Department regularly handles issues arising in connection with troubled real estate, such as foreclosures and receiverships. In the leasing area, we handle disputes involving, among other things, rent renewal provisions, the effect of landmarking and air rights on rent renewal calculations, options for more space, appurtenances to tenancy, and alleged damage to one tenant's space by construction activity in another tenant's space. We also deal with issues arising in quieting title, zoning and planning, and permissible land uses.
Trade Regulation
Cadwalader has a substantial and varied trade regulation practice, including antitrust and unfair competition. In antitrust matters, we represent plaintiffs and defendants in class action and other litigation arising under federal and state antitrust statutes. Recent assignments have involved diverse industries and markets, including building products, chemical manufacturing, commodities, financial services, food distribution and retailing, franchises, gaming, health care, hotels, information technology, ocean transportation, petroleum refining, and ship fueling.
Cadwalader also has substantial experience litigating unfair competition and other trade regulation matters under the Lanham Act, franchise termination statutes, consumer protection statutes, food and drug laws and the common law. We represent companies in matters involving trademarks, trade dress, advertising campaigns, and the legality of competitor activities, prosecute actions against competitors infringing client trademarks and trade dress, and defend clients in class actions alleging false and deceptive labeling or advertising.
Antitrust issues often arise in the context of mergers and acquisitions, and, in conjunction with our Corporate/Mergers & Acquisitions Department, our litigators undertake a complete analysis of proposed transactions, prepare and file Hart-Scott-Rodino forms, negotiate and respond to second requests for information, and, where appropriate, negotiate or litigate consent decrees and similar arrangements.
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