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Securities Litigation

Overview

Securities litigators represent individuals and corporations in securities class actions, stock-drop cases, and derivative actions. The work is in some ways similar to criminal defense work, determining what your client has done, whether it violates securities regulations, and how to defend the case. Securities litigators perform internal investigations on behalf of corporate audit committees and represent those audit committees, individuals, and companies in SEC investigations. Securities litigators also advise corporations on director and officer liability insurance issues. The cases can be complicated and involve complex facts patterns; practitioners will spend a lot of time reviewing documents and interviewing witnesses to develop the facts.

Featured Q&A's
Get an insider's view on working in Securities Litigation from real lawyers in the practice area.
Dana Seshens, Partner
Davis Polk & Wardwell LLP

Describe your practice area and what it entails.

My securities litigation practice focuses on representing clients facing civil litigation brought under federal or state securities laws. It ranges from representing clients who have been sued as issuers of a security to clients who have served as underwriters to public company clients who have been sued for statements made to shareholders in connection with their annual shareholder meeting. Typically, shareholders bring the suits and claim that our client has misrepresented or omitted material information in the relevant offering or other documents filed with the SEC.

I also represent clients in antitrust class actions, bankruptcy litigation, and other complex commercial litigation.

What types of clients do you represent?

I represent a mix of corporate (issuer) and financial institution clients in securities cases. In cases where I represent corporate clients, they are typically the issuer of the relevant securities, which means they are the companies whose securities are being sold or whose SEC filings are at issue. When I represent financial institutions, they are often banks and affiliated financial institutions who participated in the particular securities transaction or transactions that are the subject of the suit.

What types of cases/deals do you work on?

I am fortunate to work on a broad range of securities litigation matters, from large securities class actions involving numerous parties to one-shareholder cases that reach beyond just securities issuances. Most recently, I have worked on several securities cases that were brought under the federal securities laws, including cases brought against Livent Corporation—a leading lithium producer—in state and federal court and cases brought against the underwriters of offerings for PG&E and Southern Consolidated Edison, both California utility companies. During the financial crisis, I spent considerable time defending Morgan Stanley in a number of securities cases related to residential mortgage-backed securities. Another major case I worked on over the past number of years was defending the owners of the New York Mets in connection with litigation arising out of the Bernard Madoff Ponzi scheme. Although that was a case that originated in the bankruptcy court, it had several securities law components.

How did you choose this practice area?

I have always been interested in the financial markets—how they work, what moves them, and the role shareholders play in them. A natural area for me to practice would have been in a transactional group, but I always wanted to be a litigator and was less interested in deal work. When I realized that there was a whole world of litigation that arose out of transactions in the financial markets, I knew that was what I wanted to do.

What is a typical day like and/or what are some common tasks you perform?

Given the scope and diversity of my practice, there really is no typical day or week. Depending upon where in the litigation process my cases are at any given time, I spend time drafting and arguing motions, preparing witnesses, defending and taking depositions, and—of course—preparing for trial. I also always fold into my days and weeks strategy discussions with both co-defendants and clients, depending upon the nature of the case. As part of the work that I do, I also regularly meet with my case teams to discuss and strategize about issues in the case. My case teams are typically comprised of lawyers at all levels, from first years to senior associates, and our collaborative approach ensures that we offer the best solutions for our clients.

I also devote a good deal of time to firm initiatives outside my practice. I recently became one of the co-heads of our Civil Litigation practice group, and I have served as one of the firm’s two hiring partners for the past three years. Prior to my role as hiring partner, I served as co-chair of Davis Polk’s alumni committee.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Although nothing can compare to on-the-job training, there are certainly classes and experiences I would recommend for someone interested in securities litigation. Of course, taking courses in law school on securities regulation, corporations, and legal writing are key, but I also would recommend doing clinical work, moot court, or any kind of experience that lets you write and argue, irrespective of the subject matter. Getting “on-your-feet” experience is invaluable, even at the early stages of your career.

What is the most challenging aspect of practicing in this area?

In securities litigation, we often represent clients in their most critical, sensitive, and high-profile matters. There is a lot on the line in these cases—often billions of dollars and sometimes a company’s reputation or livelihood—and it is our job to get the best result for our client. Providing advice and guidance in these matters can be challenging, but it is usually that challenge that makes the practice as interesting and rewarding as it is.

What do you like best about your practice area?

I would say the interdisciplinary nature of the practice is one of the best parts. It marries securities transactions with complex litigation and gives rise to some of the most interesting and cutting-edge legal issues. None of the legal issues is ever simple, and I really enjoy having to dig into a complicated issue to try and break it down to its simplest form and then synthesize it with the rest of the case. It is always presenting new intellectual and strategic challenges.

What misconceptions exist about your practice area?

I wish I would have known that sometimes cases move slowly. Oftentimes, that may be beneficial for your client, in which case there is no reason to change anything about the pace of a litigation, but I also like to keep things moving and to keep pressure on our adversary. I have learned over the years when it is best to apply pressure and when it is best to sit back and let events unfold, but I had not appreciated before I started practicing that different litigations would move at different paces and that there would be times to go fast and times to go slow. You don’t really understand that dynamic until you experience it.

What is unique about your practice area at your firm?

Davis Polk is unique in many ways. One thing that makes our securities litigation group unique is the consistent excellence of the practice that only gets stronger over time. I am so fortunate to practice with some of the leaders of the securities litigation bar, who take the time to mentor and teach both associates and partners. In part because Davis Polk is a lockstep firm (another unique characteristic), partners are always willing to take the time to help their fellow partners, as well as associates. It makes for a more collaborative work environment, which ultimately inures to the benefit of our clients.

Dana Seshens, Partner—Litigation

Ms. Seshens is a partner in Davis Polk’s Litigation department and co-head of Davis Polk’s Civil Litigation group. Her practice focuses on complex commercial litigation, securities class actions, and bankruptcy litigation. She has extensive experience representing corporate clients and professional firms with respect to a wide range of civil litigation and advisory matters. Law360 named her a 2014 Rising Star in Securities Litigation. Dana is one of Davis Polk’s two hiring partners. She received her B.A., magna cum laude, from Duke University and her J.D., cum laude, from Georgetown University Law Center. Following law school, she clerked for the Honorable Carol Bagley Amon of the U.S. District Court for the Eastern District of New York. Dana joined Davis Polk in 2003 and was elected partner in 2011.

Scott Muscoff, Practice Leader, Co-Deputy Head
Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Describe your practice area and what it entails.

Skadden’s global securities litigation practice is widely regarded as one of the most preeminent groups of attorneys focused on challenging, high-stakes securities litigation matters—
“bet-the-company” cases that demand a full range of skills, in and out of the courtroom. I handle securities and other complex commercial litigation in both federal and state courts. I’ve also successfully argued cases in the New York Court of Appeals and the Second Circuit Court of Appeals. Attorneys on our team cover practically every type of matter, including financial restatement issues, M&A-related litigation, class actions, whistleblower claims, derivative actions, and ERISA claims, just to name a few.

What types of clients do you represent?

We represent public and private companies, financial institutions, and individuals in federal and state trial and appellate courts, as well as in arbitration proceedings. Our clients come from every major industry, including education, energy, health care, financial services, technology, and transportation. It’s exciting to tackle the wide range of unique challenges they face.

What types of cases/deals do you work on?

Skadden’s successful track record reaches as far as the U.S. Supreme Court, including a unanimous win in Merrill Lynch v. Dabit. We have secured victories on behalf of clients in jurisdictions throughout the United States—we have experience in securities cases before all 12 U.S. Circuit Courts of Appeals. We also take many cases to trial, such as the successful representation of certain subsidiaries of BlackRock, Inc. in a precedent-setting, eight-day bench trial in federal court. Many of the cases we handle carry significance throughout a particular industry. For example, I helped secure a victory for the Canadian Imperial Bank of Commerce, holding that banks cannot be forced to extract money from offshore indirect subsidiary banks. I also won a landmark summary judgment for Merrill Lynch, addressing the interpretation of credit default swap agreements with a monoline insurer.

How did you choose this practice area?

As a law student, I was interested in securities and corporate law, but I knew I wanted to be a litigator and not a transactional attorney. At the beginning of my career at Skadden, Congress passed the Private Securities Litigation Reform Act of 1995 (PSLRA), which altered the securities litigation landscape. Working with Jay Kasner, one of the deans of the securities litigation bar, I had the opportunity to focus on the PSLRA, its legislative history, and its application to some of the earliest cases in this field. I enjoyed that work and knew I wanted to continue in that direction.

What is a typical day like and/or what are some common tasks you perform?

Every day is different, which is one of the attributes I love about this practice. Whether it’s working on briefs, taking depositions, arguing in court, or counseling clients, you have the opportunity to utilize your knowledge of the securities laws and the panoply of skills that constitute being an exceptional litigator and attorney more generally. We pride ourselves on being both litigators and overall business lawyers when counseling clients, whether in the boardroom or the courthouse.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Classes in securities and corporate law as well as litigation-focused classes (e.g., complex civil litigation, evidence, and federal courts) are helpful to any attorney who wants to focus on trial and litigation work.

What do you like best about your practice area?

I love that each day brings a new set of challenges and experiences. My day can vary from advising corporate boards to arguing before the U.S. Supreme Court and everything in between: drafting briefs, taking and defending depositions, advising clients, preparing oral arguments, and trying cases. Attorneys in my group also have the opportunity to dive deeply into the businesses and industries of our clients. For example, while working on a federal court case on behalf of an Israeli semiconductor company, we went to the semiconductor “fab,” donned clean suits, and learned in person how the company manufactured the same wafer chips at work in the printers we were using to produce our court briefs.

What is unique about your practice area at your firm?

We have secured more wins for defendants and resolved more cases as defense counsel in federal U.S. securities litigation than any other law firm since January 2017. Our broad-based practice allows us to represent a wide array of clients, ranging from Fortune 100 companies to small-cap companies in nearly every industry, as well as nearly every major financial institution and individual officers and directors.

What are some typical tasks that a junior lawyer would perform in this practice area?

Our junior lawyers are given tremendous responsibilities. From the start, Joe Flom entrusted young Skadden lawyers with important duties, and that tradition has become part of the firm’s fabric. Junior lawyers immediately begin drafting briefs, attending client meetings, and assisting with and taking depositions. Our associates also are frequently given opportunities to argue in court and participate in trials.

How do you see this practice area evolving in the future?

Our practice is truly global, and we expect that to remain an asset as the world economy grows ever-more interdependent. We represent companies throughout Latin America, Asia, and Europe in U.S. securities litigation as well as abroad. Even U.S. companies now typically have some international element to their business. We are uniquely equipped to handle this global expansion of securities litigation, as we have offices with litigation and investigatory capabilities throughout Europe and Asia, as well as in Brazil.

 

Published in 2020.

Scott D. Musoff, Practice Leader—New York Complex Litigation and Trials Group, and Co-Deputy Head—Securities Litigation Group

Scott Musoff serves as the practice leader for Skadden’s New York Complex Litigation and Trials group and is co-deputy head of the firm’s nationwide Securities Litigation group. Mr. Musoff has extensive experience in securities and other complex commercial litigation. He repeatedly has been selected for inclusion in Chambers USA, The Legal 500 U.S., The Best Lawyers in America, and the Lawdragon 500 Leading Lawyers in America. Mr. Musoff and two of his Boston-based colleagues were named Litigators of the Week by The Am Law Litigation Daily for their trial victory on behalf of certain subsidiaries of BlackRock, Inc. following an eight-day bench trial. He also was named Litigator of the Week for his role in the dismissal of a Section 10(b) shareholder class action against Société Générale.

Ryan A. McLeod, Partner
Wachtell, Lipton, Rosen & Katz

Describe your practice area and what it entails.

My practice focuses on litigation related to corporate matters—complicated transactions, securities issues, and corporate governance. Such cases involve issues of both federal and state (usually Delaware) statutory and common law, and they generally concern the interaction between corporate entities, their investors, and their officers and directors. Because litigating these cases has required me to learn a lot of substantive corporate law, my practice also includes advisory work for clients when they are considering taking actions or engaging in transactions that might lead to litigation. As a result, I have the chance to do more than just classic litigation.

What types of clients do you represent?

I have been lucky to work for a diverse, eclectic, and talented group of individuals and businesses. Our clients come from just about every industry sector there is and at every stage of the corporate life cycle. In the past few years, for example, I have represented Chemours in litigation concerning is spinoff, AOL in an appraisal proceeding, the directors of Facebook in a suit challenging a proposed revision of the company’s governance structure, Harman International Industries in multi-forum stockholder and securities litigation challenging its merger with Samsung, Lionsgate in litigation related to its acquisition of Starz, and the board of Sotheby’s in connection with litigation challenging its use of a poison pill against an activist stockholder during a proxy fight.

What types of cases/deals do you work on?

My caseload is pretty varied. The bulk of my work is made up of stockholder litigation alleging breaches of fiduciary duty by corporate boards, traditional securities matters (such as defending Section 11 suits brought against underwriters and Section 14(a) claims against companies issuing proxy statements in support of proposed mergers), takeover battles between hostile acquirers and target companies, and busted deal litigation between jilted merger partners. These cases are often litigated on extremely expedited schedules that call for rapid document productions, compressed deposition schedules, and swift briefing and argument. It makes for an intense practice, but it also means my cases do not tend to drag on and on for years.

How did you choose this practice area?

I am an unabashed corporate law and equity jurisprudence geek. Several years ago, then-Chancellor Strine of the Delaware Court of Chancery wrote about how a particular legal issue was only fit for discussion among a Red-Bull-fueled group of nerdy corporate law junkies; if you replace Red Bull with Diet Pepsi, I would be in that group. Late last year, Vice Chancellor Glasscock included a footnote in an opinion asserting that “equity enthusiasts” exist, and I’m living proof. I have been interested in this sort of law since I was a 2L at Duke, I got the best break in the world by securing a clerkship with Chancellor Chandler in Delaware, and I found a home of like-minded lawyers at Wachtell Lipton.

What is a typical day like and/or what are some common tasks you perform?

My days and weeks are seldom predictable, and they largely depend on the matters I am handling and the stage of litigation of those matters. Some weeks, I spend the bulk of my time holed up in my office with cases and treatises scattered about while I type away at a brief; others, I spend flying around the country meeting with witnesses to prepare them for and then defend them in depositions.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

As with any form of litigation, writing skills are key. That goes well beyond wordsmithing. The foundation of good writing is good structure; knowing how to put together a sound and logical argument, organized in a simple and clear way, makes for a great writer. It also makes for a great litigator because building your case requires the same sort of thinking. As to the specifics of my practice, I would recommend to anyone interested to take all the corporate law courses available, to keep current on recent developments by reading blogs on corporate governance, and to try to take a basic corporate finance class to understand some of the fundamentals behind the transactions that generate all this litigation.

What is the most challenging aspect of practicing in this area?

The most challenging part of my practice is how intense it is. Litigating high-stakes matters on expedited schedules can be stressful and taxing. It requires putting in very long days, mastering an incredible volume of evidence in uncomfortably little time, and staying ever vigilant in thinking strategically. These cases are won in inches, and, thus, small details and tiny tweaks in one’s theory can make all the difference in the end.

What do you like best about your practice area?

The best thing about my practice is the opportunity it affords for creative, tactical thinking. Litigation concerning matters of corporate control and governance is dynamic—the cases are “live” as we are litigating them, and the facts can change during the course of a matter. This means a good litigator in my practice has more weapons in her arsenal than in most other types of litigation. She can, and should, seek to mold the record as the case progresses to optimize the outcome for her client. In more traditional forms of commercial litigation, by contrast, cases generally involve facts that happened long ago—an immutable, cold record—and all the litigators can do is try to marshal them in a persuasive fashion. Here, though, we can modify the structure of a deal or create and implement a different defense and, consequently, make new, more-favorable law.

What misconceptions exist about your practice area?

I think many people believe that securities litigation is limited to 10b-5 fraud suits involving routine matters subject to the same sorts of motion practice over and over again. Not so. If there is one thing about my practice that is predictable, it is how unpredictable it is. Nothing about what I do can fairly be said to be routine. The M&A markets are constantly evolving, and M&A-related litigation consequently evolves along with them.

What is unique about your practice area at your firm?

The litigation practice at Wachtell Lipton is unique, I think, because there is so much crossover with our corporate practice. Not a day goes by that I fail to talk with my corporate partners about the transactions they are doing and the cases I am litigating. They come to me to get my perspective on how courts would consider transactions that have not yet happened, and I go to them to benefit from their expertise in understanding how past transactions have worked and the reasons they were structured the way they were. It is a symbiotic relationship that makes all of us better lawyers.

Ryan A. McLeod, Partner—Litigation

Ryan A. McLeod is a litigation partner at Wachtell, Lipton, Rosen & Katz. His practice focuses on representing corporations and directors in complex corporate, commercial, securities, and deal-related litigation and advising on transactional, fiduciary, and governance matters. Ryan received his B.A. in Latin and English from Ursinus College in 2004 (summa cum laude, Phi Beta Kappa) and his J.D. from the Duke University School of Law in 2007 (magna cum laude, Order of the Coif). After graduating from law school, he clerked for the Honorable William B. Chandler III, the former Chancellor of the Delaware Court of Chancery. Ryan is a lecturer in law at Columbia Law School, where he teaches a seminar on corporate litigation; a fellow of the Leadership Council on Legal Diversity; and a member of Wachtell Lipton’s Diversity Committee. He is admitted to practice in New York and Delaware.

John A. Neuwirth, Partner
Weil, Gotshal & Manges LLP

Describe your practice area and what it entails.

Consistent with Weil’s Securities Litigation practice, I focus on representing companies and their directors and senior executives in all manner of shareholder disputes, including securities class actions asserting claims under the Securities Act of 1933 and the Securities Exchange Act of 1934; shareholder derivative, breach of fiduciary duty, and other corporate governance-related litigation; and M&A litigation. I also regularly counsel boards of directors and senior management on M&A, corporate governance, securities, disclosure, regulatory, and other issues and provide representation in connection with governmental, regulatory, and internal investigations.

What types of clients do you represent?

I represent clients across a broad spectrum of industries, including private equity, pharmaceuticals, health care, energy, and financial and professional services, among others. My clients are national, and often global, companies and organizations, and I represent them in courts and jurisdictions around the country and, at times, in international engagements. Some of my current and past clients include the Campbell Soup Company, Willis Towers Watson, Sanofi, American Securities, Brookfield Asset Management, and AMC Entertainment.

What types of cases/deals do you work on?

I work on a wide variety of securities litigation cases. For example, my representation of the Campbell Soup Company involves working on a pending securities fraud class action, as well as litigating (and defeating) a hotly contested matter arising out of a proxy fight. For AMC Entertainment, I’m handling a securities class action and derivative litigation arising out of several of the company’s acquisitions, as well as an unrelated breach of fiduciary duty suit in Delaware Chancery Court. And after securing a successful outcome for Brookfield Asset Management in a stockholder class action relating to a $2.8 billion acquisition, I am again representing the company in another fiduciary duty class action arising out of a $15 billion acquisition.

How did you choose this practice area?

The work I do encompasses high-stakes litigation and trials and counseling boards of directors and senior company management on securities and corporate governance issues. I find it appealing to practice in a field that presents a variety of challenging legal issues and different types of disputes that often make the front pages of the business press.

What is a typical day like and/or what are some common tasks you perform?

Every day is different, and I am routinely in court, writing briefs, taking and defending depositions, and meeting with my incredible colleagues at Weil to discuss our clients’ cases.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

For any area of law, including securities litigation, the ability to write concisely and in a clear, persuasive manner is an invaluable skill for any new lawyer to develop. The ability to synthesize information and present it succinctly to courts and clients orally is equally important.

What is unique about your practice area at your firm?

One of the things that differentiates our Securities Litigation practice is that we have almost 70 lawyers who focus exclusively on securities litigation matters. As a result, our practitioners possess a real depth of securities litigation expertise.

How do you see this practice area evolving in the future?

The securities and M&A litigation spaces will continue to be busy, as securities plaintiffs continue to focus on event-driven and other stock price dislocations, and the M&A market remains active.

What are some typical career paths for lawyers in this practice area?

Many Weil securities litigation associates become counsel or partners at the firm, and a number of our former associates work in high-profile in-house roles at public companies and private equity funds. Notably, one of our former associates is now a Delaware Supreme Court justice.

How important is it for securities litigators to have a business background and understanding of corporate law, and what should junior attorneys do if they don’t?

It is certainly not a prerequisite. Most of the associates in our practice join Weil straight from law school without prior experience in a corporate or business role and without extensive law school coursework in securities or corporate law.

John A. Neuwirth, Partner and Co-Head of Securities Litigation Group

John A. Neuwirth is co-head of Weil’s nationally recognized Securities Litigation practice. He focuses on the nationwide litigation of securities, M&A, derivative, and complex corporate disputes at the trial and appellate levels in both federal and state courts and before arbitration panels. Mr. Neuwirth also counsels boards of directors and senior management on M&A, corporate governance, securities, disclosure, regulatory, and other issues and provides representation in connection with governmental, regulatory, and internal investigations.

Mr. Neuwirth is consistently recognized among the country’s leading litigators. He is ranked among the top lawyers for Securities Litigation in New York by Chambers USA and is a top-ranked “Leading Lawyer” nationwide for both Securities Litigation: Defense and M&A Litigation: Defense by The Legal 500. Among his numerous other accolades, he was selected by the National Law Journal as one of 25 “Litigation Trailblazers” nationwide in 2017.

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