证券诉讼

Sidley’s Securities and Shareholder Litigation team has nearly 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, SPAC-related litigation, and SEC enforcement proceedings.

Our deep bench and extensive experience allow us to represent a wide range of clients. This includes major corporations and private companies, boards of directors and board committees, senior executives, financial advisers, 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.

A client observes ‘The client service is near flawless. I now hold the Sidley Austin team as the standard by which I compare others.’
— Chambers USA 2022, Nationwide: Securities Litigation

• Crisis management. When a crisis occurs, litigation, shareholder demands, and investigations often follow. We are skilled at responding effectively to the consequences of all manner 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. Often asked to handle the multiple, overlapping proceedings that result from such events, our lawyers have a proven track record of successfully protecting our clients’ brands and reputations amid scrutiny.
• Seeing the big picture. We have provided board-level counsel for decades. Sidley has been, and continues 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 defeating class certification and enforcing exclusive forum selection and arbitration bylaws today. The diversity of our lawyers’ experience and backgrounds — from first-chairing securities class action jury trials, to negotiating complex corporate governance settlements, to conducting investigations in response to shareholder demands — enables us to offer valuable insight that helps clients solve their most urgent legal and business matters.
• Focusing on individual needs. Our lawyers have a deep understanding of the challenges particular to our clients’ industries and are adept at drawing on the knowledge and experience of Sidley’s other practices to create a tailored, multidimensional response. 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 on 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 offer our clients coordinated and complete solutions that are fully integrated into their larger business objectives. For example, in representing life sciences companies in shareholder litigation, we work collaboratively with our cutting-edge Food, Drug, and Medical Device practice in order to provide clients with comprehensive representation.
• Long-standing relationships with D&O insurers. Sidley routinely works with all of the major D&O insurers and is panel counsel for the market-leading carriers, including AIG and Chubb. Our close relationships with these insurers reflect their confidence in our ability to effectively and vigorously represent insureds. We also work closely with insurance brokers, and serve as D&O panel counsel for Marsh.

Recognition for our practice

Our lawyers have been consistently recognized for their securities and shareholder litigation work by leading legal directories and publications, including Chambers, The American Lawyer, Benchmark Litigation, U.S. News – Best Lawyers®, LMG Life Sciences, and The Legal 500. Chambers USA has ranked Sidley among the leading firms nationwide in Securities Litigation for seven consecutive years since 2015, with a client noting in the 2021 guide: “They're stellar at what they do.” Benchmark Litigation has ranked Sidley among the top U.S. law firms in Securities in 2021. Sidley’s Litigation group was praised as “built to win” by The American Lawyer, and was a finalist for the publication’s prestigious “Litigation Department of the Year” award in 2020. In its Best Law Firms survey, U.S. News – Best Lawyers named Sidley as the 2015 and 2018 “Law Firm of the Year” in the category of Litigation – Securities; 2020 “Law Firm of the Year” in the category of Securities Regulation; and 2021 “Law Firm of the Year” in the category Litigation – Regulatory Enforcement. In the 2021 U.S. News – Best Lawyers rankings, Sidley earned first-tier national rankings in Litigation for Securities and M&A, as well as first-tier regional rankings for Litigation – Securities in Chicago, Los Angeles, New York City, San Francisco, and Washington, D.C. In 2020, BTI Consulting Group named Sidley a “Standout Litigation Powerhouse” for class action litigation in its BTI Litigation Outlook. According to the legal analytics provider Lex Machina, Sidley is among the top five law firms representing defendants in terms of the number of federal securities cases over the past six years, with a total of 301 cases from 2014 to 2020.

Representative matters

• Obtained a stipulated post-trial dismissal on behalf of Renée James, the Chair of a Special Committee of the Oracle Board, in shareholder litigation arising out of Oracle’s US$9.3 billion acquisition of NetSuite. Because of Larry Ellison’s substantial investment in NetSuite, a Special Committee (chaired by James) was formed to independently evaluate the transaction. Plaintiffs asserted a claim that James violated her fiduciary duties to Oracle by allegedly conspiring with Larry Ellison and Safra Catz to run an acquisition process that Plaintiffs claimed led to Oracle overpaying for NetSuite. Plaintiffs further claimed that James was willing to engage in these alleged practices in exchange for Ellison allegedly using his influence in the technology industry to help her secure a future CEO position. Sidley presented evidence at trial, including two days of trial testimony by James, that James was both independent and ran a thorough process for evaluating and approving the transaction in coordination with the other members of the Special Committee.
  
  Prior to trial, Sidley obtained dismissals for all of its clients other than James. This case raised important questions with respect to director independence, the standard of review for the conduct of directors who are part of a special committee where there is an interested-party transaction, and the application of an exculpatory charter provision in this context. The case was also procedurally unique because the board appointed a Special Litigation Committee to consider the plaintiffs’ claims following the denial of the demand futility motion to dismiss.Finally, this case was also particularly unusual as Plaintiffs, rather than wait for a ruling, opted instead to stipulate to a dismissal following the conclusion of trial and post-trial argument.