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.