Dedicated to representing our clients' best interests.
Foley Hoag lawyers represent public companies, boards and committees, individual officers and directors, professional service firms, investment advisors and others in securities, investment and governance disputes.
Our lawyers are dedicated to defending our clients in securities fraud class actions, Securities and Exchange Commission (SEC) enforcement investigations and suits, Department of Justice (DOJ) matters and a variety of corporate governance litigation. Our trial lawyers have significant experience in the defense of allegations of financial disclosure, as well as accounting fraud against corporate and professional clients in a wide range of industries. The Securities Litigation practice group litigates the following kinds of cases:
- Securities Class Actions: Defense of public companies, officers, directors and professionals in securities class action litigation, including public offering and open market litigation.
- SEC and other Regulatory Investigations: Representation and defense of companies, firms and individuals in federal, state and NYSE/NASD investigations, including accounting, disclosure, trading and compliance issues.
- Financial/Accounting Litigation: Representing corporate issuers and international and regional accounting, auditing and consulting firms in securities class actions and related matters.
- Shareholder Disputes: Representing public and private corporations in derivative litigation, proxy contests, and other corporate governance cases and controversies, including in Delaware Chancery Court.
- Insider Trading: Representation in SEC insider trading investigations and lawsuits.
- Insurance Coverage: Providing advice and representation to companies and their directors and officers on liability insurance matters.
- Business Crimes Defense: Experienced representation by former federal prosecutors in securities, insider trading, fraud, market manipulation, and other regulatory criminal investigations and cases.
- Audit Committee Representation: Representing audit committees of public companies in whistle-blower and other internal investigations.
- Broker-Dealer Litigation: Representing registered broker-dealers in securities-fraud class actions, NASD arbitrations, and SEC and state securities regulatory authority matters.
Representative Experience
- Represent the independent directors of a public registrant in an SEC investigation into whether the registrant and its management properly disclosed the executive officers of the registrant and whether one member of management "practiced accounting" before the SEC in violation of a previously-issued bar order.
- Represented special committees of directors in several corporate litigations challenging going private transactions and other change-in-control transactions.
- Successfully represented acquirors in several different putative class action suits challenging the negotiated merger consideration as inadequate, defeating motions for preliminary injunction seeking to enjoin the challenge transaction.
- Several of our partners are on AIG's select list of approved counsel for the defense of securities claims insured by AIG.
- Represent a big four accounting firm in defense of a federal securities class action alleging accounting and disclosure violations in government and construction contracts.
- Acted as counsel to a fund manager in “market timing” matters, including an SEC investigation.
- Defending an issuer and its officers/directors in a “hot IPO” securities class action alleging manipulation of post-offering, after-market prices.
- Representing a defendant issuer and its officers and directors in a securities class action in federal court, and in a related state derivative case.
- Represented a company and its officers and directors in defense of a federal securities class actions.
- Represented a mutual fund at trial in an insider trading case.
- Represented the founder and Chief Executive Officer of a high technology company at trial in an accounting revenue requisition case.
- Represented management in a proxy contest litigation in Delaware Chancery Court.
- Acted as counsel to a big four firm in a variety of civil actions and related regulatory investigations.
- Represented venture capital investors in corporate squeeze-out and freeze-out disputes in state court and in the Royal Court of Guernsey.
- Represented our client in an SEC investigation of a mini tender offer.
- Represented a big four accounting firm in defense of a federal securities class action alleging fraudulent revenue recognition.
- Acted as counsel to an investment advisor in connection with an SEC investigation regarding trading practices.
- Acted as counsel to an investment advisor in a dispute with a pension fund over an investment strategy.
- Represent a hedge fund in common law fraud and c. 93A claims arising out of a 200-million-euro private placement investment in a French reinsurer.
- Acted as counsel to an institutional investor in takeover litigation against trustees of closed-end mutual fund.
- Represented a national broker-dealer firm in securing a “mandatory” non-opt-out class settlement of securities fraud claims pending in state and federal courts and the NASD, across the country.
- Represented an officer in a securities fraud class action litigation arising out of a company’s new product announcement and related revenue forecasts.
- Represented a company and its directors in a shareholder class action challenging merger and related takeover and 13D litigation in Delaware court.
- Represented outside directors in a 10b-5 case and obtained dismissal on a motion to dismiss.
- Advise mutual funds, hedge funds and other institutional investors as potential securities fraud claims, and litigation options, including whether to pursue litigation, whether to participate in class action litigation and whether and on what terms to settle such matters.
