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Securities Litigation & Enforcement

Contacts

Bruce A. Ericson
Partner, San Francisco
T: +1.415.983.1560
Ari M. Berman
Partner, New York
T: +1.212.858.1264
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Known for credibility, tenacity, and time-sensitive practical advice, Pillsbury’s Securities Litigation & Enforcement team represents companies, boards of directors, and officers in shareholder litigation, regulatory and internal investigations, and enforcement proceedings.

Our lawyers, who include a former senior counsel in the SEC’s Division of Enforcement, have extensive experience responding to DOJ and SEC inquiries and proceedings, and they have a strong record of convincing regulators to conclude investigations without enforcement action.

Our team also has a strong record of success in avoiding and resolving various forms of shareholder litigation. We advise and defend corporations, and their directors and officers, ranging from well-established Fortune 100 companies to small private and newly public entities, and ranging across industries including financial services, life sciences, energy and technology. We provide guidance on disclosure issues and conduct internal investigations for audit and special committees, covering the gamut from regulator-prompted probes examining pre-IPO share sales on the secondary market to inquiries raised by whistleblowers emboldened by the Dodd-Frank Act. We work closely with our corporate and transactional lawyers, forensic accountants and other experts to achieve optimal results in a cost-effective manner.

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Our lawyers advise on and successfully represent clients in a wide range of areas including:

  • Accounting fraud
  • Broker-dealer violations
  • Cybersecurity
  • Digital assets
  • ESG
  • Executive compensation
  • Foreign Corrupt Practices Act
  • Insider trading
  • Investment adviser violations
  • Issuer disclosures
  • Market manipulation
  • Market structure violations
  • Offering frauds
  • Registration violations

We advise as to, investigate and litigate these matters in contexts including:

  • Securities class actions
  • Shareholder derivative litigation
  • Corporate governance disputes
  • Investigations and enforcement actions
    • Internal investigations
    • Securities & Exchange Commission
    • Department of Justice
    • Financial Industry Regulatory Authority
    • Other state and federal regulators
  • Going-private and M&A litigation
  • SEC’s whistleblower program

Representative Experience

  • Shareholder Derivative Actions/Securities Class Action Litigation

    • Special master appointment in dispute regarding appropriate allocation of $129 million settlement fund between Section 10(b) and Section 11 claimants.
    • Obtained dismissal of all claims against acquirer of biofuels assets in action alleging breach of fiduciary duty, and then obtained order establishing client’s entitlement to recover its attorneys’ fees from the unsuccessful plaintiffs.
    • Convinced court that Dodd-Frank implementation was a qualifying event for redemption of $837.5 million of trust-preferred securities, securing dismissal of shareholder class action and affirmance of dismissal on appeal.

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  • Shareholder Derivative Actions/Securities Class Action Litigation (cont'd)
    • Won affirmance of dismissal of securities class action against a leading aluminum company challenging its $1 billion accounting restatement.
    • Favorably settled shareholder derivative and class action alleging the board of directors of a building products manufacturer exceeded authority under company’s shareholder-approved Incentive Compensation Plan regarding executive compensation.
    • Won dismissal of securities class action brought against China steel manufacturer over alleged misstatements regarding its $234 million purchase of antique porcelain collection.
    • Following 20% stock-price drop, represented leading energy recovery technology manufacturer against shareholder class action alleging false and misleading statements regarding the company’s plans to expand into oil and gas industry.
    • Won dismissal with prejudice of investors’ lawsuit alleging that our drug company client engaged in securities fraud by making false or misleading statements and failing to disclose drug’s higher-than-expected discontinuation rate.
  • Going-Private and M&A Litigation
    • Won voluntary dismissal of complaint seeking to enjoin shareholder vote on SYNNEX Corp.’s $7.2 billion merger with Tech Data following full briefing on parallel motion for preliminary injunction and motion to dismiss.
    • Representing former directors of Sears Hometown and Outlet Stores in connection with Delaware merger litigation brought by shareholders.
    • Won dismissal of all claims against Hewlett-Packard’s former CEO in securities class actions alleged securities fraud related to HP’s $10.2 billion Autonomy Corp. acquisition.
    • Defending manufacturer of casino games against shareholders’ fiduciary duty breach and other allegations regarding a proposed $1 billion acquisition. Federal claims settled; state court action pending.
    • Represent directors of a leading designer of system connectivity technology in a shareholder class action challenging $300 million merger transaction.
    • Represented leading communications technology manufacturer in multiple class actions alleging disclosure failure relevant to company’s sale. Court set precedent requiring plaintiffs to show loss causation whenever alleging federal securities laws violations through proxy disclosures.
    • Represented bank holding company in shareholder class action challenging a share exchange offer for a bank, obtaining a dismissal of the action and affirmance on appeal.
    • Defended international IT services company against current and former employees’ claims that they were forced to participate in tender offer at undervalued price shortly before company’s sale for much higher price.
  • Government Investigations & Enforcement Actions
    • Representing consortium of the major U.S. securities exchanges in connection with contested matter before the SEC regarding the consolidated audit trail.
    • Defended former top executive of Hungary’s largest telecommunications provider against allegations of DOJ/SEC FCPA violations and bribery of government and political officials to win business, shut out competitors and gain regulatory benefits.
    • Represented pharmaceutical company’s former CFO in parallel SEC and DOJ investigations concerning alleged Federal Tort Claims Act violations and purported accounting fraud related to financial restatements. Matter concluded with no charges against our client.
    • Representing leading direct secondary market investment firm in an SEC investigation into whether trading and structured secondary transactions involving shares of pre-IPO companies violated federal securities laws.
    • Won dismissal with prejudice of all claims in $6.8 billion action by NCUA against the directors of what was then the largest corporate credit union in the U.S.

Practice Area Highlights

  • Pillsbury is recognized as among the most feared law firms for litigation by BTI Consulting Group.
  • Recognized for corporate and securities matters and litigation and as a “Go-To” Law Firm for Fortune 500 GCs by Corporate Counsel.
  • Best Lawyers Best Law Firms National Tier 2 Litigation – Securities ranking (2024 – 2025).

Awards

2024 MOST FEARED FIRMS

BTI Consulting recognizes Pillsbury as one of the most feared law firms in litigation.

2022 U.S. News—Best Lawyers Best Law Firms

96 Tier 1 practice rankings in the U.S. News—Best Lawyers 2022 Best Law Firms survey.

Resources

Brochure

Litigation Highlights

Case Study

Decision Should Lead to Dismissal at the Pleadings Stage of Many Section 11 Cases Alleging Only Aftermarket Purchases

Case Study

Disproving Allegations in $27 Million Complaint from Madoff’s Investment Scam

Case Study

Helping a Pharmaceutical Company Dismiss Groundless Investor Claim

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