Corporate & Securities Litigation

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.

  • 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




15 Attorneys

Arnold, Joshua P. Associate New York
T. +1 212 504 5601
Azmi, Nimra Associate New York
T. +1 212 504 6691
Bull, Nathan Partner New York
T. +1 212 504 5752
Burns, Gillian Groarke Special Counsel New York
T. +1 212 504 5696
Doroshkin, Nelli Associate Washington
T. +1 202 862 2392
Duncan, J. Robert Associate Washington
T. +1 202 862 2233
Fee, James Associate New York
T. +1 212 504 6237
Hall, Jaclyn A. Law Clerk New York
T. +1 212 504 6021
Halper, Jason M. Partner New York
T. +1 212 504 6300
Halstead, Ellen Special Counsel New York
T. +1 212 504 6732
Han, Hyungjoo Associate New York
T. +1 212 504 6023
Hawkins, Howard R. Senior Counsel New York
T. +1 212 504 6422
Hoff, Jonathan M. Partner New York
T. +1 212 504 6474
Magid, Adam K. Associate New York
T. +1 212 504 6314
Stanisci, Jared Special Counsel New York
T. +1 212 504 6075

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