James Heyworth

JIM HEYWORTH has more than 17 years of experience defending and counseling clients on their most sensitive issues. Jim’s extensive experience includes representing public and private companies, major investment banks, private equity and venture capital firms, boards of directors, and individuals in actions across the U.S., including securities class actions, shareholder derivative cases, and M&A and corporate control litigation. Clients engage Jim for his pragmatic case strategy, hands-on management of sensitive internal disputes, and efficient resolution in federal and state court or arbitral forums. He also counsels on litigation risk around capital markets transactions, including SPAC-related exposure, and conducts internal investigations on behalf of companies and independent directors.

Jim’s thought leadership includes regularly authoring practical articles and serving on the editorial board of Sidley’s Enhanced Scrutiny blog covering Delaware M&A and corporate governance decisions. Jim additionally maintains an active pro bono practice, and serves as chair of the board of directors of PACT (Protect All Children from Trafficking), the leading policy organization in the United States seeking to end the commercial, sexual exploitation of children.

Representative matters include:

Securities and Shareholder Disputes

• Representation of Cigna Corp. and its senior officers and directors in shareholder class actions and derivative actions in the District of Connecticut alleging violations of federal securities laws and breaches of fiduciary duties in connection with Cigna’s Medicare business.
• Representation of JPMorgan Securities and Morgan Stanley & Co. in a class action brought by shareholders of La Quinta Holdings Inc. in connection with initial and secondary offerings of stock.
• Representation of Intrexon Corporation in a shareholder derivative action in Circuit Court for Fairfax County, Virginia, alleging, among other things, breaches of fiduciary duties by company directors arising out of a related-party transaction.
• Representation of EV manufacturer in federal securities class action and related shareholder derivative proceedings.
• Representation of JPMorgan Chase & Co. and its affiliated entities in actions brought by the Federal Deposit Insurance Corp. (FDIC) in connection with offerings of mortgage-backed securities.
• Representation of Magna International Inc. and its officers in a class action alleging violations of the Securities Exchange Act of 1934. 
• Representation of a Big Four accounting firm in a class action alleging violations of the Securities Exchange Act of 1934 arising from the failure of a bank.
• Representation of Deutsche Bank affiliates and individuals in a class action alleging violations of the Securities Exchange Act of 1934 in connection with closed-end investment funds.

M&A and Proxy-related Disputes

• Representation of Guggenheim Securities in class action in the Court of Chancery of the State of Delaware asserting investment advisor aiding and abetting fiduciary duty breach claims related to take private transaction.
• Representation of The Yucaipa Companies and its affiliates and senior officers in class actions in the Court of Chancery of the State of Delaware alleging breaches of fiduciary duties in connection with the proposed merger of Morgans Hotel Group with SBE Entertainment Group.
• Representation of several financial advisors in connection with lawsuits relating to M&A transactions.
• Representation of a variety of clients in “strike” suits related to allegedly insufficient proxy disclosures.
• Handling responses to numerous statutory books and records demands on behalf of public companies, private companies, private equity funds, and hedge funds.

Asset Manager and Investment Funds Disputes

• Advising venture capital firm and co-founder on ownership and separation disputes, including restrictive covenants, track record attribution, post‑departure obligations, as well as key person and succession events.
• Representing private fund managers and principals in GP-LP disputes regarding fiduciary duties, governance, removal, for‑cause claims, and LP default remedies.
• Representation of Fintech client in AAA arbitration and New York State Supreme Court proceedings in connection with partnership agreement dispute.
• Representing asset managers in arbitration arising from portfolio company governance disagreements.

Other Commercial Disputes

• Representation of former senior officers of X Corp. (formerly known as Twitter) in Court of Chancery of the State of Delaware concerning company’s refusal to advance legal fees.
• Representation of a broker-dealer in several FINRA arbitration proceedings concerning Puerto Rico municipal bonds and closed-end funds.
• Representation of a Big Four accounting firm in defense of nationwide class action lawsuits alleging violations of the Fair Labor Standards Act.

Bankruptcy-related or Distressed Asset Disputes and Investigations

• Representation of JPMorgan Chase-affiliated entities in a trial victory involving a US$200 million-plus claim brought by the Chapter 7 trustee of failed mortgage lender HomeBanc Corp. arising out of disputed repurchase transactions.
• Conducting internal investigation on behalf of special committee of board of directors of debtor finance company in Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware.
• Representation of Hong Kong-based investment group in action New York State Supreme Court brought by noteholders based on alleged breaches of indentures.
• Representation of GE Aerospace affiliate in action in New York State Supreme Court arising out of purchase and sale of bankruptcy claim.

Jim received a B.A. from Cornell University and a J.D. from Fordham University School of Law, where he was an associate editor of the Fordham Urban Law Journal. While in law school, Jim was distinguished for achievements in legal writing. 

Jim maintains an active pro bono practice and has co-authored a practice guide on the use of electronic discovery, specifically focused on social media, in domestic violence litigation.