Sidley’s Securities and Shareholder Litigation team has more than 100 lawyers throughout the world dedicated to achieving successful outcomes in high-stakes securities actions, M&A and corporate control litigation, shareholder derivative litigation, shareholder demands, books-and-records demands, proxy-related litigation and SEC enforcement proceedings.
Our deep bench and extensive experience allow us to represent a wide range of clients, including major corporations, boards of directors and board committees, senior executives, financial advisors and investment banks and auditors. We harness the full power of our global practice for our clients, working across offices and disciplines to ensure that they benefit from our collective experience.
Our strengths include:
- Crisis management. When a crisis occurs, litigation, shareholder demands and investigations often follow. We are skilled at responding effectively to the consequences of all sorts of corporate traumas, such as product recalls, regulatory events, government investigations, accounting improprieties and restatements, unexpected losses or business downturns, data breaches and whistleblower reports. Clients turn to us to handle the multiple, overlapping proceedings that follow such events because of our proven track record in fighting to protect our clients’ brands and reputations.
- Seeing the big picture. We have provided board-level counsel for decades. Our lawyers have been, and continue to be, instrumental in the development of corporate and securities law, from winning the seminal Tellabs securities fraud case in the United States Supreme Court to enforcing exclusive forum selection and arbitration bylaws today. The diversity of our experiences and backgrounds—from first-chairing securities class action jury trials, to negotiating complex corporate governance settlements, to conducting investigations in response to shareholder demands—allows us to approach each matter with a unique focus on helping our clients solve their most urgent problems.
- Focusing on our clients’ needs. We understand that each of our clients is unique, and so are the challenges they face. Our lawyers have a deep understanding of our clients’ industries and the issues facing them, and can draw on the knowledge and experience of Sidley’s other practices to seamlessly provide advice. We craft strategies to achieve each client’s goals, whether that is negotiating an early resolution or fighting through trial and appeal, if necessary. We also pride ourselves in our success in helping clients avoid litigation entirely.
- Regulatory interface. We are especially well-suited to handle matters involving both regulatory and litigation components. Our lawyers have substantial experience with virtually every subject investigated by the SEC and other governmental agencies, including financial accounting fraud, disclosure and reporting irregularities, stock option backdating, insider trading, broker-dealer trading and operations, IPOs and other offerings, hedge fund conduct, sales of unregistered securities, trading irregularities and Foreign Corrupt Practices Act issues. In litigation matters with a significant regulatory interface, we provide our clients with coordinated and complete solutions that are fully integrated into their larger business objectives.
- Long-standing relationships with D&O insurers. Sidley routinely works with all of the major D&O insurers and is panel counsel for many, such as AIG, ACE and Monitor. Our close relationships with these insurers reflects their confidence in our ability to effectively and vigorously represent insureds.
- We recently obtained a landmark decision from the New York Court of Appeals on behalf of the independent directors of Kenneth Cole Productions, Inc. In a matter of first impression, the Court of Appeals affirmed the lower courts’ dismissal of class action claims for breach of fiduciary duty arising from the going-private transaction in which company founder Kenneth Cole purchased the outstanding shares of his eponymous fashion company, holding that the business judgment rule applies to protect the decisions and actions of directors in such transactions as long as certain protections for public shareholders are present.
- We successfully represented Johnson & Johnson in high-profile shareholder disputes relating to numerous product recalls, regulatory and government investigations, and product liability class actions, and which challenged the actions of J&J’s board and senior management over a decade. Sidley represented J&J in numerous shareholder derivative cases in New Jersey federal and state courts, as well as in a special committee investigation begun in response to multiple shareholder demands. We won dismissal of the principal consolidated amended complaint, then achieved a comprehensive settlement. We also defended J&J in a later follow-on suit challenging executive compensation and won that suit as well, including obtaining court approval for the board’s investigation process and refusal of shareholder demands.
- We obtained dismissal of a securities class action against the former CEO and CFO of Patriot Coal Corporation, which was filed in the wake of its high-profile bankruptcy. In a lengthy published opinion, the Eighth Circuit affirmed the dismissal of securities fraud claims based on Patriot’s restatement of its accounting for certain environmental remediation costs and regarding Patriot’s financial health prior to its bankruptcy in July 2012.
- We represented Beam and its board of directors in connection with numerous multi-jurisdictional litigations brought following the announcement of the $16 billion acquisition of Beam by Suntory Holdings Limited. Cases were filed in Illinois and Delaware state courts. Our team successfully obtained dismissal of the Illinois proceedings on the basis of a “forum-selection” bylaw provision enacted by Beam’s board, the first such decision in Illinois and one of the first in any jurisdiction. Following this dismissal in Illinois, the parties settled the Delaware cases on favorable terms.
- We won a dismissal in the Southern District of New York for Magna International Inc., one of the world’s largest automotive suppliers, and three of its senior officers, in a putative class action alleging securities fraud claims arising from disclosures concerning Magna’s earnings and outlook. The district court dismissed the case with prejudice in a 65-page opinion, and plaintiffs subsequently voluntarily dismissed their appeal to the U.S. Court of Appeals for the Second Circuit.
- Since 2009, we have represented JPMorgan Chase & Co. and various affiliated entities and individuals in individual and class actions brought in state and federal courts around the country by Federal Home Loan Banks, the FDIC and institutional investors. We have obtained favorable settlements in one of the putative class actions, in individual actions brought by the Federal Home Loan Banks of Pittsburgh, Chicago and Indianapolis, and in all of the FDIC cases.
- We have significant experience handling securities litigation related to Chinese issuers. The firm successfully represented a large Chinese state-owned offshore oil company and its officers and directors in a 10b-5 class action related to alleged environmental and operational issues at an offshore oilfield in China. The district court in the Southern District of New York dismissed plaintiff’s amended complaint in its entirety and with prejudice, and, on appeal, the Second Circuit affirmed, agreeing that plaintiffs had not sufficiently pleaded scienter.
Recognition for our practice
Our lawyers have been consistently recognized for their securities and shareholder litigation work by leading legal directories and publications, including U.S. News – Best Lawyers, Chambers, The Legal 500, Benchmark Litigation and The American Lawyer.
Sidley received the 2018 U.S. News – Best Lawyers Law Firm of the Year in the category of Litigation – Securities along with first-tier national rankings in Litigation – Securities, Securities Regulation and Mergers & Acquisitions Litigation. The firm also received first-tier regional rankings for Litigation – Securities in Chicago, Los Angeles, New York, San Francisco and Washington, D.C.