Cleary Gottlieb regularly represents securities issuers and other corporations, underwriters, financial advisors, board members, officers, directors and other individuals in a wide range of securities litigation and other shareholder disputes.

Our litigators have won significant victories and shaped securities law in the nation’s preeminent courts, including the U.S. Supreme Court, the U.S. Court of Appeals for the Second Circuit, and state and federal courts in New York, Delaware and California. A significant part of our securities litigation practice also involves representing clients in investigations by the Securities and Exchange Commission, the U.S. Department of Justice, state attorneys general and other regulators around the globe. Furthermore, we regularly represent non-U.S. based defendants in securities litigation in U.S. Courts, and have deep experience with the unique issues that arise for those parties.

Additionally, we have extensive experience representing boards, special committees, acquirers and financial advisors in litigation related to mergers, tender offers and other takeovers. These include actions in both state and federal courts, and proceedings involving requests for expedited or preliminary injunctive relief and damages.

Working closely with our corporate colleagues, we advise clients on potential litigation issues from the earliest stages of M&A transactions, and have successfully handled these types of proceedings by defeating efforts to enjoin transactions pre-closing, resolving claims through reasonable settlements pre-closing and litigating damages claims post-closing.

We also advise on a range of corporate governance matters and handle other derivative litigation challenging the actions of boards of directors.

Notable Experience

Securities Litigation Highlights

  • Petrobras, PGF, and current and former officers and directors in SDNY securities fraud class action litigation and 35 related opt out individual actions in connection with the Operation Carwash corruption scandal – the largest corruption scandal in the history of Brazil.

  • Shari Redstone and several CBS directors in obtaining the dismissal of all claims asserted against them in SDNY putative securities class action challenging sale of CBS common stock, based on alleged non-disclosure of #metoo issues.

  • Allergan plc and several officers in obtaining the dismissal in significant part and subsequent denial of class certification in a securities class action alleging failure to disclose link between breast cancer and textured breast implant products.

  • Synchrony, its board of directors, and several officers in obtaining the dismissal with prejudice of securities class action alleging failure to disclose changes to underwriting guidelines and likely loss of key credit card partners.

  • International Flavors & Fragrances in putative securities class action alleging misstatements and omissions concerning acquisition of Frutarom Industries, integration of the two companies, and alleged improper payments.

  • Germany-based trivago in obtaining the dismissal with prejudice of securities class action litigation in SDNY related to the company’s disclosures around its sales practices, and a subsequent affirmance by the Second Circuit.

  • Merrill Lynch in obtaining summary judgment in a civil fraud action brought by Loreley Financing concerning the purchase of a collateralized debt obligation.

  • Brazil-based Odebrecht SA in two private securities actions concerning the alleged failure to disclose involvement in bribery scandal, which resulted in guilty plea and $2.6 billion settlement with the Department of Justice.

  • Petitioners in California Public Employees’ Retirement System (CalPERS) v. ANZ Securities Inc. et al., in obtaining a landmark ruling from the U.S. Supreme Court holding that class-action tolling does not apply to the Securities Act’s statute of repose, which affirmed the absolute nature of statutes of repose for securities issuers and underwriters, as well as corporate officers and directors, and provided defendants with greater certainty about the scope of potential opt-outs from securities class actions.

  • Former chief executive officer of Brazil-based BRF S.A. in securities class action litigation arising out of alleged illegal payments to regulators to subvert inspections of meat processing production.

  • Israel-based DBS Satellite (Yes) and former officers in the successful dismissal of securities class action litigation, related to its acquisition by Israeli companies Bezeq and Bcomm and related disclosures, on the grounds of personal jurisdiction. 

  • Ireland-based Ryanair and its CEO in obtaining the dismissal in significant part of securities class action litigation related to the company’s disclosures around its labor practices.

  • China-based Sky Solar and several current and former officers and directors in obtaining the dismissal of securities class action litigation related to alleged unauthorized transactions entered into by former CEO.

  • Over 60 domestic and international banks that underwrote securities issued by Lehman Brothers in the 18 months prior to its collapse, resulting in a favorable settlement of a class action arising out of the Lehman offerings, the dismissal of approximately 10 opt-out cases and the settlement of the remaining cases.

  • OneMain Holdings in obtaining a favorable settlement of securities class action litigation concerning alleged integration follow merger with Springleaf Holdings

  • Nationstar Mortgage Holdings Inc. and certain of its current and former officers and directors, resulting in the dismissal of a putative class action in the U.S. District Court for the Southern District of Florida asserting Securities Act and Exchange Act claims.

  • Alpha Natural Resources in obtaining the dismissal of a securities class action brought under the Securities Act against Alpha and the favorable settlement of a securities class action brought under the Exchange Act against Massey Energy, which the firm assisted Alpha in acquiring.

  • Overseas Shipholding Group (OSG) in obtaining favorable settlements of a civil class action and SEC enforcement matters involving international tax issues.

  • The syndicate of underwriters of securities issued by Bankrate Inc., including Goldman Sachs, Bank of America, RBC and Stephens Inc., in initially obtaining a dismissal without prejudice in the U.S. District Court for the Southern District of Florida of a putative class action and subsequently obtaining a favorable settlement.  

  • ING Group in obtaining the dismissal of a class action under the Securities Act related to the company’s disclo­sures in three separate securities offerings in 2007 and 2008 about its mortgage-related investments.

  • SIFMA, the Chamber of Commerce, the Society for Corporate Governance, and former SEC commissioners in amicus briefs on statutes of repose, American Pipe tolling, class standing, extraterritoriality, disclosure obligations, jurisdictional questions, and market efficiency issues in the U.S. Supreme Court and the U.S. Courts of Appeals for the Second, Third, and Ninth Circuits.

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M&A Litigation Highlights

  • National Amusements Inc. (NAI), Shari Redstone, and Sumner Redstone in Delaware Chancery Court litigation against CBS Corporation and certain members of its Board of Directors concerning CBS’s attempt to dilute NAI’s voting control of CBS, ending in favorable resolution rescinding dilutive stock dividend and dismissal of all claims.

  • Kindred Healthcare Inc. and its Board of Directors in successfully defeating a motion for a preliminary injunction filed by hedge fund Brigade Capital in the Delaware Court of Chancery in connection with the sale of Kindred to TPG, Humana, and Welsh, Carson.  

  • Goldman Sachs, as financial advisor to Volcano Corp., in defeating a challenge to Volcano’s merger with Philips, successfully arguing that plaintiff had not met the high bar to plead facts demonstrating the requisite scienter for an aiding and abetting claim. 

  • Special committee of the board of China-based Synutra in federal and Delaware Chancery litigation related to a buy-out of the public shareholders by the controlling shareholder, resulting in dismissal of litigation and affirmance by Delaware Supreme Court.

  • National Amusements Inc. (NAI) and Shari Redstone in Delaware Chancery shareholder litigation challenging the $30 billion merger of Viacom and CBS.

  • Empire Resorts and its controlling stockholder in successfully resolving a Section 220 complaint and in other litigation relating to take-private transaction.

  • Family Dollar and its board of directors in successfully defeating a preliminary injunction challenge to its merger with Dollar Tree.

  • The Special Committee of the Yongye International Board in successfully defeating two preliminary injunction bids challenging Yongye’s agreement to be taken private.

  • Controlling stockholder, Danfoss, in connection with a challenge to its acquisition of the remaining Sauer-Danfoss shares it did not already own; case resolved on eve of trial, with admission that controlling stockholder did not engage in any wrongful conduct.

  • Citigroup in successfully obtaining the dismissal of aiding and abetting breach of fiduciary duty claims arising from the sale of Tecumseh Products Company to Mueller Industries.

  • General Mills, Inc. in shareholder challenges to its $8 billion acquisition of Blue Buffalo Pet Products.

  • Constant Contact and its board of directors in a post-closing damages lawsuit related to the company’s acquisition by EIG; case was withdrawn after oral argument on motion to dismiss.

  • Dollar Thrifty and its board of directors in successfully defeating a preliminary injunction challenge to its sale to Hertz.

  • Dun & Bradstreet in shareholder litigation challenging its $6.9 billion sale to an investor group.

  • Keysight Technologies in shareholder challenges to its $1.6 billion acquisition of Ixia.

  • Surgical Care Affiliates in shareholder challenges to its $1.6 billion merger with OptumCare, a leading health services company and a division of UnitedHealth Group.

  • Google in obtaining dismissal of all claims, at the pleading stage, challenging its acquisition of Motorola Mobility.

  • The board of directors of Kindred Healthcare in shareholder derivative litigation related to its settlement with the U.S. Department of Justice.

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