Practice/Industry Group Overview
In today’s business climate, when a company can easily and quickly find itself facing shareholder threats, regulatory scrutiny, and securities-related litigation, it is critically important that your law firm possess the experience and national reach to swiftly defend your interests. That’s why our clients turn to Greenberg Traurig.
GT has one of the broadest and deepest securities litigation practices in the country. The firm has been lead defense counsel in hundreds of securities class actions, derivative lawsuits, and SEC investigations and enforcement actions. These include some of the largest and most complex regulatory actions ever filed and one of the most highly publicized securities fraud cases in recent times. With offices across the United States, Europe and in Asia, and one of the largest national litigation practice groups, GT is well positioned to assist clients in every major commercial center in the United States, as well as in Amsterdam, London, Shanghai and other major commercial and banking centers in Europe, China and Japan.
Our securities litigators work closely with attorneys in related practice disciplines throughout the firm, such as corporate and securities, white collar criminal defense, and corporate compliance and governance under Sarbanes-Oxley, to provide our clients with a strategic portfolio of counseling and defense services. GT’s broad governmental affairs practice – along with the many former federal and state prosecutors and former SEC attorneys who practice at GT – enables us to offer clients advice based not only on legal acumen but also on a thorough understanding of the government process.
Through this multidisciplinary approach to counseling our clients, we can help formulate strategies and take steps designed to limit their litigation risk. Our practice, however, is not limited to providing advice and settling cases: we are trial lawyers with vast jury and non-jury trial experience that we can bring to bear whenever that is the right approach. From our creative defense strategies to our trial victories, you can take confidence in GT’s resources, knowledge and commitment to service.
Securities Class Action Defense
- Broad experience representing companies and their officers and directors, auditors, attorneys, underwriters, hedge funds and private equity firms
- AIG panel counsel
- Defended all types of securities claims – from accounting fraud and restatements to hyped projections and missed forecasts
- Detailed databases of court decisions, briefs and related topics, to assist in defense strategies that are tailored to the facts and jurisdiction of the particular case
Shareholder Derivative Litigation
- Representation of public companies and their officers and directors in derivative actions arising from mergers and acquisitions, executive compensation, and other corporate transactions or events in which a company’s shareholders, purportedly acting on behalf of the company, assert claims against corporate officers or directors
- Broad experience attacking demand futility allegations, and the judgment to know when – and when not – to establish a special litigation committee
- Counseling special or audit committees to evaluate and respond to actions before and after they are filed
Securities Regulatory Practice
- Representation of issuers and their officers and directors, accounting firms, broker-dealers, registered individuals, hedge funds, and investors in investigations by the SEC, the Justice Department, the states’ Attorneys General, as well as the CFTC, FINRA, NYSE and other banking regulators involving:
- Accounting fraud and earnings management
- Analysts’ conflicts of interest
- D&O bar proceedings
- Delisting proceedings
- Insider trading
- Individual enforcement actions for financial fraud
- Market timing and late day trading
- Market manipulation
- Internal investigations and compliance reviews for broker-dealers and investment advisers, as well as development of anti-money laundering and internal control policies and procedures
- Our securities litigation team includes attorneys with prior experience serving as senior SEC staff members
White Collar Securities Defense
- GT is one of the few firms in the United States that offers a national team comprising more than 30 former federal and state prosecutors who focus their practice on criminal and civil white collar securities defense matters
- Matters that formerly were handled through civil or regulatory action often now result in criminal investigations or parallel criminal and SEC, CFTC or state agency regulatory action; our counsel to individual and institutional clients is directed at securing outcomes that preserve clients’ reputations and minimizing the impact of proceedings on their ongoing business activities
Broker-Dealer Arbitration And Defense
- We are one of the most experienced and largest teams in the United States, representing market leading broker-dealers to final award or judgment in thousands of securities arbitrations and trials throughout the country
- We have tried some of the largest arbitration cases to verdict, including numerous matters involving over $100 million
- We regularly handle matters before the:
- Financial Industry Regulatory Authority Dispute Resolution
- Securities and Exchange Commission
- American Arbitration Association
- National Futures Association
- State and federal courts across the country
- We have wide-ranging, real-world experience analyzing and explaining to judges, juries and arbitration panels complex issues involving such diverse financial products as:
- COOs, CMOs and other mortgage-backed securities
- Commodities and futures
- Hedge funds
- Structured products
- Our experience goes well beyond customer dispute issues, most of which involve claims of unsuitability or churning; we also handle broker-dealer raiding and employment cases involving claims of wrongful termination, harassment and discrimination, defamation and theft
- We have a wealth of valuable resources to assist in the defense of these matters, including:
- A detailed arbitrator database containing detailed information about more than 2,500 FINRA arbitrators throughout the U.S.
- A unique and proprietary database of national contacts, resources and investigators to support the defense of our clients
- A one-of-a-kind securities industry “intranet” that offers secure, direct access to the experience and work-product of GT attorneys, including:
- Awards, orders, articles and case law
- Arbitrators, mediators and experts
- Client specific documents
- Statutes, industry rules and regulations
- Memoranda and pleadings
Going Private Transactions
Our team regularly represents companies, independent directors, special committees, buyers and sellers in connection with:
- Stockholder class and derivative actions
- Dissenters’ rights appraisal
- Contests for control
- Investigations by the SEC regarding promotion of value of the corporation’s publicly traded securities
- Proxy solicitations and appraisal of fair value of dissenters’ shares
- Material breaches of representations and warranties in stock purchase agreements
- Damages or rescission of stock purchase agreements
Articles Authored by Lawyers at this office:
SEC Adopts Regulation Crowdfunding to Facilitate Early Capital Raises
Barbara A. Jones,Ira N. Rosner,John K. Wells, November 27, 2015
On Oct. 30, 2015, the Securities and Exchange Commission (SEC) adopted Regulation Crowdfunding by a 3-1 vote. The rules were adopted despite concerns expressed in comment letters to the SEC that capital raising through crowdfunding could lead to fraudulent activities, and thereby place...
OCIE Issues New Cybersecurity Risk Alert
Richard M. Cutshall, September 24, 2015
As evidenced by releases from various Divisions within the SEC, including the Division of Investment Management’s Guidance Update No. 2015-02 released in April of this year, issues of cybersecurity continue to be a focus of the SEC. The most recent example of this focus came earlier this week...
Little Known Florida Statute Affects Securities Issuers That Do Business in Cuba
Carl A. Fornaris,Yosbel A. Ibarra, July 29, 2015
While diplomatic relations between the United States and Cuba continue to normalize, issuers of securities sold in Florida should be mindful of a little-noticed but long-existing Florida statute that requires them to disclose any business activities in Cuba. Passed in 1992, Section 517.075 of the...
Introduction of the UBO Register in the European Union
Jeroen Den Dunnen, July 13, 2015
On May 20, 2015, the European Parliament adopted the fourth EU Anti-Money Laundering Directive (AMLD). The AMLD is designed to update and improve the EU’s Anti-Money Laundering and Counter-Terrorist Financing laws. Importantly, it does so by introducing the obligation for Member States to...
New SEC Cybersecurity Guidance for Investment Advisers and Fund Managers
Scott R. MacLeod, May 29, 2015
The Securities and Exchange Commission (SEC) continues to focus on cybersecurity. In April 2015, the SEC’s Division of Investment Management issued cybersecurity guidance in the form of a Guidance Update.1 The Guidance Update followed on the heels of, and was informed by, a...
SEC Adopts Regulation A+: Two New Alternatives for Exempt Capital Raises
Dorothee Fischer-Appelt,Godric C. Shoesmith, April 17, 2015
On March 25, 2015, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) adopted final rules implementing Title IV of the Jumpstart Our Business Startups Act (the “JOBS Act”) by amending SEC Regulation A to create two new exemptions for...
Supreme Court Issues Guidance on Disclosure of Opinions in Registration Statements
Robert A. Horowitz,Steven M. Malina, April 17, 2015
In a highly anticipated opinion issued earlier this week in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U.S. --- (2015), the U.S. Supreme Court disposed of a split amongst circuits and set forth a new test as to when a statement of opinion in a registration...
FINRA Rings in 2015 with its Annual Priorities Letter for Broker-Dealers
Matthew S. Johns,Terry R. Weiss, March 04, 2015
Yesterday, FINRA released its tenth annual Regulatory and Examination Priorities Letter in which it identifies its areas of examination focus for 2015, recurring challenges faced by firms, and possible risks impacting the financial sector. A copy of the letter is available here. FINRA’s 2015...
SEC Announces 2015 Examination Priorities
Richard M. Cutshall,Arthur Don, March 04, 2015
On Jan. 13, 2015, the Office of Compliance Inspections and Examinations released its annual list of examination priorities for 2015. A copy of the examination priorities letter is available here. The examination priorities are a mixture of OCIE’s examination priorities and risk areas first...
The SEC and FINRA Double-Down on Cybersecurity Enhancement and Prevention
Matthew Johns,Terry R. Weiss, February 24, 2015
In the wake of recent cybersecurity breaches, the SEC and FINRA simultaneously issued reports this week to the securities industry summarizing cybersecurity examination findings and to investors recommending certain precautions to safeguard online investment information.