Jim Ducayet

JIM DUCAYET is a seasoned trial lawyer and strategic advisor who represents public and private companies, corporate boards, and senior executives in high-stakes litigation, internal investigations, and complex corporate governance matters.

With over 30 years of experience, Jim has earned a reputation as a "versatile and brilliant" litigator (Chambers USA 2025), frequently appearing in federal and state trial and appellate courts across the country. His practice sits at the intersection of complex financial disputes and regulatory enforcement, with a particular focus on:

• Securities & Shareholder Litigation: Defending class actions, derivative suits, and challenges to M&A transactions.
• Special Committee Counsel: Advising boards and special committees on fiduciary duties, whistleblower complaints, and "red flag" crisis management.
• Financial & Bankruptcy Litigation: Navigating sophisticated adversary proceedings and D&O liability issues within the restructuring context.
• Government & Internal Investigations: Representing clients in sensitive inquiries brought by the SEC and DOJ, including matters involving accounting, disclosure, and insider trading.

Jim is consistently ranked in Band 1 for Illinois Litigation: Securities by Chambers USA (2019–2025), where clients praise his "practical and holistic view" and ability to "break down complicated issues into easy-to-understand guidance" (2025). 

Beyond his practice, Jim serves as an Adjunct Professor of Law at Northwestern University Pritzker School of Law, where he teaches M&A and shareholder litigation, keeping him at the forefront of evolving legal theories and Delaware jurisprudence.

Securities and Stockholder Litigation

Jim represents clients in securities litigation and related derivative litigation in federal and state courts across the country. Recent representative engagements include:

• A publicly-traded global consumer products company in defense of multiple securities class action and shareholder derivative lawsuits in federal and state court in Florida.
• A publicly-traded telecommunications corporation in defense of securities class action litigation in federal court
  in Illinois.
• A publicly-traded manufacturer of enterprise-level data capture and automatic identification products in defense of securities class action and shareholder derivative litigation in federal court in Illinois. Dismissal affirmed by Seventh Circuit.
• A publicly traded specialty pharmacy in securities class action and derivative litigation in Illinois and Michigan federal court relating to disclosures in connection with direct and indirect rebate fees and revisions to guidance and goodwill impairments.
• A Fortune 200 manufacturer of personal care, consumer tissue and professional products in connection with securities class action and derivative litigation in federal court in New York arising out of its legacy healthcare business. Dismissal affirmed by Second Circuit.
• A Fortune 100 multinational manufacturer of heavy machinery in connection with stockholder litigation in federal and state court in Illinois and Delaware relating to the company’s foreign tax practices. Dismissal of derivative litigation affirmed by the Seventh Circuit.

Mergers and Acquisitions/Transactional Litigation

Jim’s transactional litigation experience includes substantial work advising directors and management and litigating actions brought against bidders and targets (and their board of directors) challenging the terms of and disclosures regarding proposed and closed transactions. Recent notable representations include:

• A leading fashion retailer in connection with a US$6.5 billion “take private” transaction by a consortium of significant shareholders.
• A special purpose acquisition company in connection with litigation brought in Delaware state court arising out of the acquisition of an electric vehicle corporation, resulting in a rare dismissal of an “entire fairness” claim on a motion to dismiss, which was affirmed by the Delaware Supreme Court.
• A special committee of a global beauty company in connection with litigation arising out of a tender offer by a significant stockholder in the Delaware Court of Chancery.
• A medical device corporation in connection with litigation arising out of sale of its business. Dismissal affirmed by Delaware Supreme Court.
• A Fortune 100 multinational manufacturer of heavy machinery in connection with a shareholder demand and related litigation in federal court in Illinois concerning the company’s acquisition of a Chinese mining company. Dismissal affirmed by Seventh Circuit.
• A manufacturer of beverage brewing systems and its board of directors in expedited merger litigation in the Delaware Court of Chancery.
• A multinational spirits company and its board of directors in connection with numerous multi-jurisdictional litigations brought following the announcement of a US$16 billion acquisition by a Japanese spirits company. Cases were filed in Illinois and Delaware state courts.
• An insurance company in connection with multi-jurisdictional litigation brought against the company and its board of directors following the announcement of its acquisition by a Chinese insurance firm.

Commercial Litigation and Trial Experience

Jim has significant commercial litigation and trial experience, including:

• Lead trial counsel for a shareholder dispute involving a significant franchising business.
• Lead trial counsel representing a group of lenders in connection with enforcement of a judgment in excess of US$778 million in connection with contractual guaranty associated with an automotive parts manufacturer.  
• Lead trial counsel representing an oil and gas producer in a six-day trial before U.S. Bankruptcy Court for the Southern District of Texas. Over the objection of the Unsecured Creditors’ Committee, the court approved Legacy’s Chapter 11 Plan of Reorganization.
• Lead trial counsel representing a credit card processor in contract dispute arising out a data security breach, including successful defense of a motion for a preliminary injunction and favorable judgment following trial.
• Lead trial counsel for former senior executives of a medical supply company in a five-week trial involving ERISA claims in federal court in California resulting in a favorable judgment following six week trial.
• Trial counsel for a debtor in a three-week trial involving a confirmation of a contested Chapter 11 Plan of Reorganization in U.S. Bankruptcy Court for the District of Delaware.
• Trial counsel for a television and digital media company in Chapter 11 proceedings and negotiation of US$21.4 million in debtor-in-possession financing.