Practice Areas & Industries: Carlton Fields, P.A.

Practice/Industry Group Overview

Our Securities and Derivative Litigation Practice Group handles state and federal securities class action litigation, shareholder suits, arbitrations, civil and criminal enforcement proceedings, director and officer litigation, and investigations for broker-dealers, bank-brokerage affiliations, securities brokers, accounting firms, registered investment companies, directors and officers, and others. We have experience in litigating class action and individual claims brought under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, state securities laws and registration laws, a variety of related federal and state statutes and doctrines, and state common law.

We have substantial experience representing public companies and their directors and officers in federal securities litigation and related proceedings in Florida and elsewhere. We are approved securities litigation counsel for directors and officers liability insurance policies issued by AIG/National Union, and we have an established track record of working cooperatively with these insurers in the defense of securities claims.

We are also approved by AIG/National Union as counsel for financial institutions claims, including securities arbitration proceedings before the NASD and NYSE. We have defended many such proceedings on behalf of insured broker-dealers and their associated persons.

Creative Solutions

Securities class actions are often boilerplate descriptions of how disappointed investors would like to characterize their market losses. We have helped our clients demonstrate the truth of the matter, leading to favorable dispositions of these cases by judgment or settlement on reasonable terms.

Although past results are not indicative of future outcomes, we have obtained outright dismissals of class action claims, denial of class certification in a number of high-stakes securities cases, and relatively low settlements as a percentage of total losses claimed. We endeavor whenever possible to obtain early resolution of cases that can be disruptive, costly, and unsettling to investors, directors, and business partners. We believe that we have been able to assist our clients in achieving success in litigation by working hard to find creative solutions to seemingly daunting problems.

Resources

The Securities and Derivative Litigation Practice Group draws on the firm's extensive resources in Corporate, Securities, Tax, Appellate and Trial Support, and other transactional and litigation disciplines. In addition, the group is at the cutting edge on emerging issues concerning the preservation, production, and discovery of electronic information through the firm's E-Discovery Task Force, which participates actively in national forums and opinion-shaping programs in this area.

Practice Group Members

Our practice group members are recognized leaders in international, national, and state professional and bar organizations and honorary societies, and they speak and publish around the country in the area of securities litigation, class action defense, and courtroom advocacy. Our Practice Group includes practitioners with extensive experience at the SEC in enforcement and trial, CPA training, and federal and state trial and appellate experience.

REPRESENTATIVE MATTERS

Representative Securities Class Actions

Recent or current matters include:

• Representation of acquiring company in securities class actions in federal court in Tampa, Florida arising from acquisition. (We were successful in defeating class certification.)
• Representation of investment bank in class action litigation in federal court in New York involving allocations of stock in initial public offerings. (Pending.)
• Representation of IPO underwriter in Florida state court lawsuit brought by the state-law assignee for the benefit of creditors of an IPO issuer alleging various deficiencies in connection with the IPO. (Pending.)
• Representation of issuer in securities class action in federal court in Miami, Florida alleging misleading statements and wrongful omissions. (Pending.)
• Representation of investment company and inside directors and officers in three consolidated class actions and shareholder derivative suits brought in federal court in West Palm Beach, Florida against a closed-end fund, the investment manager, officers and directors, and other defendants. (We were successful in defeating class certification).
• Representation of broker-dealer in class action brought in federal court in Ft. Myers, Florida alleging that the defendant had a conflict of interest in sponsoring analyst reports covering companies with which the broker-dealer had other business relationships. (State claims dismissed under SLUSA.)
• Representation of officers in shareholder derivative suit filed in state court in Hillsborough County, Florida alleging breach of fiduciary duties and requesting an accounting. (All derivative claims were dismissed.)
• Representation of directors and officers in a class action pending in federal court in Orlando, Florida relating to alleged failure to write off bad receivables in timely manner. (Case re-filed after dismissal with leave to amend.)
• Representation of an auditing firm in a securities class action in federal court in Tampa, Florida alleging that defendant approved capitalization of items that SEC claims should have been expensed, allegedly inflating earnings per share. (Pending.)
• Representation of investment bank underwriters in '33 Act class action arising out of allegedly false statements in a registration statement and prospectus issued in connection with an initial public offering. (Pending)
• Representation of financial institution in a class action brought in state court in Tampa, Florida by a bankruptcy trustee and individual investors alleging that a bank aided and abetted a Ponzi scheme allegedly perpetrated by a bank depositor. (Investors' class claims dismissed with prejudice; trustee's claim pending.)
• Defense of a class action in federal court in Tampa, Florida brought by investors against publicly traded company and officers and directors claiming losses from allegedly misleading press release. (Settled.)
• Representation of publicly traded company in Sarbanes-Oxley whistleblower action brought by a former employee.
• Defense of claim against broker-dealer in Naples, Florida alleging improper management of investment account and recommendation of unsuitable variable annuity insurance product.
• Defense of a federal criminal prosecution in Tampa, Florida arising out of an investment program.
• Representation of subject of SEC investigation concerning company's claims about the efficacy of a pharmaceutical product.
• Defense of various suitability claims brought against broker-dealers and account executives brought initially in state court and then successfully diverted into NASD arbitration proceedings.
• Defense of numerous NASD arbitrations throughout Florida alleging churning, unsuitability, fraudulent practices, and other securities violations.

In addition, we are handling a number of shareholder cases involving claims of corporate mismanagement, diversion of funds, money laundering, fraud, self-dealing, breach of fiduciary duties, conflicts of interest, and other issues.