Partner

Alex J. Kaplan

Commercial Litigation and Disputes
Securities and Shareholder Litigation
Securities Enforcement and Regulatory

ajkaplan@sidley.com

New York +1 212 839 5839

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ALEX KAPLAN has developed a distinguished nationwide practice representing clients in high stakes litigation and threatened disputes, with a particular focus on securities litigation, litigation relating to mergers and acquisitions, corporate governance issues, proxy contests and board committee investigations. Alex represents financial institutions, private equity firms, hedge funds, accounting firms, corporations and individuals in a range of matters, and his experience has included lawsuits concerning Enron, WorldCom, stock options backdating, auction rate securities, mortgage-backed securities, sales practices concerning derivative instruments, the intersection between best execution, payment for order flow and high frequency trading, as well as “stock drops” following restatements and other events. Further, Alex has in-depth experience representing clients in a wide variety of mutual fund-related matters, including excessive fee actions arising under the Investment Company Act of 1940, disclosure actions under the 1933 and 1934 Acts and in connection with responses to shareholder demands on mutual fund boards.

Alex also routinely represents clients in a variety of commercial cases, including contractual disputes, bankruptcy and insolvency issues, real estate matters and insurance products. Alex additionally represents clients in connection with regulatory investigations, including by the SEC, FINRA, the Department of Justice/U.S. Attorneys’ offices and state regulators. Such issues have involved, for example, the use of “expert networks,” the dissemination of equity research, sales practices and disclosure. Alex regularly counsels private equity firms and hedge funds on risk and diligence issues.

Alex’s advocacy on behalf of clients has earned him acknowledgment in industry publications. He is recommended by The Legal 500 in Financial Services: Litigation and was named by New York Super Lawyers magazine to its Rising Stars list.

Alex’s experience includes serving as lead or co-lead counsel for clients in the following matters:

Multiple retail brokers in putative class actions alleging securities fraud concerning best execution, payment for order flow and high frequency trading
Mutual fund distributor and underwriter in lawsuits arising out of the spike in the CBOE Volatility Index (VIX)
Investment bank in connection with lawsuits relating to M&A transactions
Private equity firm in connection with lawsuits relating to a going private transaction
Broker-dealer in a putative securities class action concerning purported misstatements regarding the sale of structured products to brokerage customers
Mutual fund advisor in actions asserting violations of Section 36(b) of the Investment Company Act of 1940 based on allegations that it received excessive compensation from traditional mutual funds and funds of funds
Large financial institution in individual actions brought by the FDIC, a Texas pension fund, and a Federal Home Loan Bank in connection with offerings of mortgage-backed securities
Company and its officers in a putative shareholder class action litigation alleging violations of the federal securities laws arising from purported false and misleading statements, which allegedly resulted in the artificial inflation of the value of the company’s securities
Insurance company in numerous court and arbitration proceedings arising from disputes concerning insurance contracts
Financial institution in an adversary proceeding brought by the trustee of a REIT concerning a master repurchase agreement
Underwriters in securities lawsuits alleging misleading statements in offering materials for debt and equity securities
Investment funds in adversary proceedings in the Lehman Brothers bankruptcy concerning priority of payment provisions in credit default swap agreements
Large financial institution in securities fraud action brought by institutional investor in auction-rate securities issued by a CDO
Close-end mutual funds and officers in putative class action alleging securities fraud claims based on misleading disclosures
Multiple broker-dealers in FINRA arbitrations concerning suitability issues relating to derivative instruments or Puerto Rican bonds

Experience

Alex’s experience also includes representing:

Big Four accounting firm in shareholder derivative and securities lawsuits arising out of the backdating of employee stock options at telecommunications and software companies
Large financial institution, which underwrote certain public debt offerings issued by Enron Corporation and affiliated entities, in a shareholder class action lawsuit and several individual actions asserting claims under the federal securities laws
Utility company in expedited action (including trial) concerning alleged claims under the Williams Act arising out of its hostile bid of another utility
Special opportunities fund on an emergency basis before the U.S. Bankruptcy Court for the Southern District of Georgia, wherein the debtor instigated a bad-faith involuntary filing to block a UCC foreclosure on a shipyard, and following a multi-day hearing, the court lifted the automatic stay and permitted the foreclosure to continue
REIT in actions brought in New York State and federal courts to enforce the terms of a commercial mezzanine loan agreement and guaranty for a hotel property located in Miami Beach
REIT in lawsuits to enforce the terms of a variety of guarantees underlying mortgage and mezzanine loans on multi-family complexes located in California, Texas and Arizona
Major financial services company in connection with a regulatory and internal investigation into certain practices relating to mortgage-backed securities
Special Litigation Committee of the Board of Directors of a large financial services company with respect to a shareholder demand letter relating to broker compensation issues
Company in connection with an investigation by a Special Committee concerning excessive fees
Domestic and foreign corporations in connection with assessments, investigations and civil litigation concerning compliance with the U.S. Foreign Corrupt Practices Act (FCPA)

In addition, counseling:

Numerous REITs and financial services firms on a wide range of issues relating to distressed real estate assets throughout the United States
Companies, financial services firms, private equity funds, hedge funds, boards of directors and individuals on corporate governance matters and litigation risk, including deal diligence
Mutual fund advisors and boards/trustees on various issues under the 1940 Act

Alex is a member of:

the firm’s Marketing and Practice Development Committee
the New York City Bar Association (and its Securities Litigation Committee, and a former member of its Committee on Government Ethics).
the New York State Bar Association (and its Hedge Fund and Capital Markets Litigation Committee)
the Securities Industry and Financial Markets Association Compliance & Legal Division
the New York Lawyer’s Committee for the U.S. Holocaust Museum

In addition, Alex participates in the University of Pennsylvania’s Alumni Interview Program.

Credentials

Admissions & Certifications

U.S. Court of Appeals, 2nd Circuit
U.S. Court of Appeals, 8th Circuit
U.S. District Court, E.D. of New York
U.S. District Court, S.D. of New York
New York

Education

American University, Washington College of Law, J.D., 2002 (magna cum laude)
University of Pennsylvania, B.A., 1999