Cadwalader's team has a "reputation as seasoned litigators, with expertise in corporate governance and securities." - Benchmark Litigation USA

Led by nationally-recognized attorneys, Cadwalader's securities litigation team handles significant disputes arising out of virtually every kind of corporate transaction, from hotly-contested mergers and acquisitions to nationwide shareholder class action suits to high-profile government investigations and enforcement actions. In addition to many of the world's leading financial institutions, we represent major corporations in a variety of industries, boards of directors, corporate officers, and high net worth individuals.

Among recent "bet-the-company" matters in which Cadwalader has played a prominent role are litigation relating to Enron, World Com, Tyco, Adelphia, AIG, Martha Stewart Living Omnimedia, Healthsouth, Bally, the Williams Companies, McKesson-HBOC, the Wall Street research and IPO investigations, Hollinger, MassMutual, the Lipper investment partnerships, and many others.

Shareholder and Class Action Suits: Our litigators represent clients in shareholder class actions, often following public offerings or events that are claimed to impact the price of securities, derivative suits, customer disputes, and a wide variety of other cases. They have handled class action litigations on behalf of a wide range of clients across industries, including issuers, underwriters, and auditors, and are adept at dealing with the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company and Investment Advisors Acts of 1940, and related federal and state laws. In addition, they have represented numerous officers and directors accused of securities law violations in state and federal shareholder class actions cases involving alleged violations of Sections 5, 11, 12 and 15 of the Securities Act of 1933 and Sections 10(b) and 16(b) of the Securities Exchange Act of 1934, among others.

Corporate Control Litigation: In concert with our leading corporate advisors, our litigators regularly advise clients in the range of corporate control matters, including friendly and contested acquisitions, tender offers and proxy contests; consent solicitations; mergers; stock and asset purchases; joint ventures; and recapitalizations. They have represented both acquirers and targets in the M&A arena and have particular expertise counseling clients on 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.

Officer and Director Duties: With some of the foremost authorities on issues of corporate governance, the group regularly provides counsel to management, directors and shareholders of leading businesses on the complete spectrum of business, securities and corporate governance matters, including contests for corporate control, affiliate transactions, buyout proposals, directors' oversight, fiduciary duty and liability issues, shareholder agreements, and succession planning. They also counsel buyers and sellers, as well as lenders, accounting firms and financial advisors, as to claims concerning breach of contract, fraud and misrepresentation, indemnification, and purchase price and post-closing adjustments.

Regulatory Matters and Internal Investigations: With the increasing scrutiny of, and oversight by, the government and government agencies, our team handles SEC investigations and enforcement actions, as well as those by other federal governmental and regulatory agencies, state securities agencies and SROs. Our cases often include situations implicated by or potentially implicated by the federal bankruptcy laws, and special internal 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 and policies and procedures for a wide variety of businesses to assist them in conducting their operations in a manner consistent with ethical and legal standards and to avoid the threat of litigation.

Experience

• BP Argentina Exploration Co. in a suit against Argentinean oil and gas company Bridas Corp. over the terms of a failed $7 billion deal in which Bridas had agreed to take over oil and natural gas exploration company Pan American Energy LLC
• RG Steel, LLC, a company owned by the Renco Group, Inc., in a series of disputes with Russian steelmaker, OAO Severstal, arising out of RG Steel's acquisition of three U.S. steel mills from Severstal
• Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., and Jefferies & Company, Inc., the underwriters in a secondary offering of stock by American Superconductor Corporation (AMSC), in a shareholder class action suit asserting claims under the federal securities laws arising from AMSC’s restatement of its financial statements
• Zale Corporation and four Zale officers in a securities class action
• The former outside directors of Merrill Lynch & Co., Inc. in a shareholder derivative action alleging that they and senior officers of Merrill breached their fiduciary duties to Merrill by purportedly permitting Merrill to underwrite and invest in risky subprime mortgage securities
• Morgan Stanley in a derivative lawsuit and Section 220 books and records action in Delaware relating to the failure of the auction rate securities market in 2008
• Securities Industry and Financial Markets Association (SIFMA) in the filing of an amicus curiae brief in a case regarding financial institutions that engage in unrelated lending or other transactions with companies whose securities are held on behalf of their fiduciary or trust clients
• The Bear Stearns Companies Inc. in a multidistrict securities litigation in which the State of Michigan Retirement Systems, as lead plaintiff, alleged that Bear Stearns and its officers violated securities laws by making misstatements and omissions about the business’ financial well-being, including hiding significant losses in the value of its mortgage-backed assets. Former Bear Stearns employees also claimed that the defendants violated the Employee Retirement Income Security Act by failing to preserve the company pension plan’s assets
• Walkers Fund Services and the former independent directors of the Bear Stearns High Grade Structured Credit Strategies Funds, two $1.5 billion hedge funds that were liquidated in 2007, in shareholder’s litigation arising out of the liquidation of the Funds
• The founder, CEO and largest shareholder of Quest Software in litigation arising out of the $2 billion proposed buyout of Quest
• Pfizer in class actions commenced by Wyeth shareholders in federal court in New Jersey and in state courts in New Jersey and Delaware challenging Pfizer’s acquisition of Wyeth
• Former directors and officers of Pfizer as defendants in a derivative suit alleging that the company sold Celebrex and Bextra despite alleged cardiovascular risks associated with the drugs
• Xstrata Canada Corp., formerly known as Falconbridge Limited, in securities litigation relating to the company’s offer to exchange certain of its common stock for preferred stock and subsequent tender offer
• Deutsche Bank Securities, which, along with a group of the other largest prime brokers, including Morgan Stanley, Goldman Sachs, Merrill Lynch, Credit Suisse, Banc of America Securities, and surviving units of Bears Stearns, is defending an action brought by TASER International Inc. and some of its shareholders accusing the companies of misconduct relating to the practice of short-selling, with specific counts for violations of the Georgia Securities Act, the state’s Racketeer Influenced and Corrupt Organizations Act, and the Georgia Computer Systems Protection Act, as well as for conversion
• The founder and former CEO of China Water and Drinks, Inc. (“China Water”), and Kotex Development Corporation, a British Virgin Islands corporation, in an action against Heckmann Corporation, a Delaware corporation that merged with China Water, and its officers and directors concerning defendants’ alleged improper attempt to unilaterally cancel more than 5 million shares of Heckmann common stock collectively owned by plaintiffs and breaches of their contractual and fiduciary obligations to plaintiffs.
• General Atomics in a series of high stakes, complex litigations and arbitrations involving fraud, RICO, breach of contract, and breach of fiduciary duty relating to its uranium mining businesses
• Charming Shoppes, Inc., a leading multichannel specialty women’s apparel retailer, in an action seeking to enjoin several hedge funds in connection with a proxy contest launched by the hedge funds
• Pfizer and its directors and officers in a class action, derivative action and ERISA action relating to its Celebrex and Bextra medications
• Bank of America in the Enron and WorldCom securities class actions and related actions, and in other securities class actions
• UBS in class actions relating to its equity-linked securities
• Certain Tyco directors in a securities class action and related actions
• Wachovia in the Adelphia securities class action and related actions
• Forty issuers and their directors and officers in the IPO Allocation/ laddering securities class actions
• A former CEO of Bally Total Fitness in securities litigation
• Quaker Oats and its officers/directors in two class actions, one under Section 10(b) and the other under Section 14

We believe that our continued strength lies in ensuring that we attract, retain, and nurture the very best talent from all backgrounds, and we expect the future complexion of Cadwalader, Wickersham & Taft LLP will, with each passing year, more closely reflect the global community that we serve. 

Cadwalader has worked diligently to promote an inclusive work environment and, over the years, has developed many initiatives to fit our unique goals and challenges on issues of diversity and inclusion.  With the creation of the Cadwalader Center for Diversity & Inclusion (CCDI), a central resource for the firm’s diversity programs, initiatives and policies, we aim to improve upon our successes and follow through on our promise to weave diversity and inclusion principles into the fabric of our culture. 

The mission of the CCDI is to enhance gender, racial/ethnic, and LGBT diversity and inclusion within the firm to create an unrivalled environment that attracts, retains and promotes the best and brightest talent available to serve our clients. Governed by the Global Diversity Committee, chaired by Patrick T. Quinn, Managing Partner, the CCDI is a vehicle to support the work we currently perform, to reinforce our dedication to that work, to recognize outstanding effort and to communicate - to each other and to the clients we serve - our longstanding commitment to diversity and inclusion.

Recent Programs & Events

The Cadwalader Center for Diversity and Inclusion hosts programs and events throughout the year that are designed to increase cultural competence, celebrate history and heritage and educate attorneys on how to work effectively on diverse teams.

From Megan’s Law to Bernie Madoff: A Conversation with Judge Chin

- July 23, 2015

The Cadwalader Asian Pacific American Attorney Resource Group hosted a conversation with the Honorable Denny Chin, United States Circuit Judge for the Second Circuit.  During the interactive conversation, Judge Chin discussed his experiences as a federal judge and his path to the bench. Attendees had the opportunity to network and speak with Judge Chin during the cocktail reception that followed.

The Fight for Marriage Equality in the Supreme Court

- June 9, 2015

The Cadwalader LGBT Network and the Gay & Lesbian Advocates & Defenders (GLAD) hosted a Pride Month event, The Fight for Marriage Equality in the Supreme Court, featuring Mary Bonauto, GLAD’s Civil Rights Project Director and Janson Wu, GLAD’s Executive Director. During the presentation Mary discussed her experience arguing before the U.S. Supreme Court for marriage equality and Janson discussed the future of the LGBT rights movement.

Justice Denied: Wards Cove Packing Co. v. Atonio

- May 12, 2015

Members of the Asian American Bar Association of New York, including Cadwalader attorneys and the Honorable Denny Chin of the U.S. Court of Appeals for the Second Circuit presented a case reenactment of Wards Cove Packing Co. v. Atonio, a landmark employment discrimination case. The presentation told the story of the Wards Cove workers through narration, reenactment of court proceedings, and historic photographs. To view the performance, click here.

The Partner Track

- May 5, 2015

The Cadwalader Asian Pacific American Attorney Resource Group and the Women’s Leadership Initiative co-hosted a panel discussion with Cadwalader Partners, Ingrid Bagby, Kathy Chin and Athena Eastwood, focusing on their career experiences and paths to partnership. The panel was moderated by Helen Wan, author of The Partner Track, a fictional story about a young Asian-American corporate associate up for partner at her New York law firm.

“From Selma to Ferguson to Today: Why Civil Rights Matter,” featuring Professor Charles Ogletree, Harvard Law School

- April 29, 2015

The Cadwalader Black and Latino Association hosted a conversation with Charles Ogletree, Harvard Law School Jesse Climenko Professor of Law, and Founding and Executive Director of the Charles Hamilton Houston Institute for Race and Justice.  The conversation was followed by a cocktail reception where attorneys had the opportunity to network  and speak with Professor Ogletree.

The Art of Building Business Relationships and Executive Presence

- March 25, 2015

The Women’s Leadership Initiative and Diane Darling, Founder of the Darling Institute, hosted a workshop on building business relationships and executive presence.  This interactive presentation explored how professionals at all stages of their career can integrate networking and relationship-building into their everyday lives. 

WLI London Client Event: “Walking the Nile” by Levison Wood

– March 12, 2015

The Women’s Leadership Initiative hosted a special evening at our London office with Levison Wood, explorer, writer, and photographer. Formerly an officer in the British Parachute Regiment, Wood has led pioneering journeys into undiscovered regions, travelling to more than 80 countries. His nine-month walk along the length of the Nile, from source to sea, is chronicled in a recent Channel 4 documentary. During the presentation Wood described the amazing people, breathtaking places and shocking sights he encountered on his ground-breaking expedition.