Recent Publications

D.C. Circuit Holds Attorney-Client Privilege Protects Corporate Internal Investigations

The D.C. Circuit issued a decision on June 27 In re: Kellogg Brown & Root, Inc. (“KBR"), a closely-watched case about whether the attorney-client privilege applies to documents relating to an internal investigation undertaken pursuant to a company’s code of business conduct. In determining whether a corporate document is an unprivileged business or a privileged legal communication, most courts analyze whether a “primary purpose” of the document was for obtaining or providing legal advice. >>

Securities Litigation Year in Review 2013

The Haynes and Boone Securities Litigation Year in Review 2013 outlines recent (and upcoming) Supreme Court decisions as well as notable rulings from federal courts of appeal and district courts in the past year that affect private securities litigation, including the areas of class certification, loss causation, scienter, duty to disclose, pleading falsity, preemption, standing and statutes of limitations. The Review also discusses government enforcement cases and trends, and key state law rulings in shareholder derivative and fiduciary litigation. >>



Carrie L. Huff

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5509
F +1 214.200.0478

Areas of Practice

Education

  • J.D., Southern Methodist University Dedman School of Law, 1988, cum laude; Notes and Comments Editor, The Journal of Air Law & Commerce; Order of the Coif; The Barristers
  • B.S., Business Administration (Accounting), Drake University, 1985, summa cum laude

Bar Admissions

  • Texas

Court Admissions

  • U.S. District Court for the Northern District of Texas
  • U.S. District Court for the Southern District of Texas
  • U.S. District Court for the Eastern District of Texas
  • U.S. Court of Appeals for the Fifth Circuit

Judicial Clerkships

Law Clerk to the Honorable Barefoot Sanders, United States District Judge, Northern District of Texas, 1988-89
Carrie L. Huff

Carrie Huff has practiced more than 20 years in commercial litigation with an emphasis in securities and shareholder litigation, class actions, fiduciary disputes and professional ethics/liability of attorneys. Carrie frequently defends corporations and their officers and directors in shareholder derivative suits and securities class actions. She also has extensive experience defending class actions involving a variety of claims such as alleged breach of contract, negligence and statutory violations. In addition, Carrie has defended trustees against claims alleging breach of fiduciary duties and other claims of trust mismanagement. She also has represented attorneys and law firms in malpractice suits and disqualification proceedings. Her practice also includes advising outside and in-house counsel regarding ethical issues such as conflicts of interest, attorney-client privilege and the unauthorized practice of law.  Carrie is AV® Peer Review Rated Preeminent by Martindale-Hubbell® Law Directory.

Carrie's recent experience includes:

  • Defense of Merger and Acquisition Litigation.
    • Representation of Adams Golf and its board of directors in shareholder class action suit alleging breaches of fiduciary duty in connection with board approval of acquisition by TaylorMade-adidas Golf. Resolved by disclosure settlement.
    • Representation of independent directors of Frozen Food Express Industries, Inc. in multiple suits arising from the company's announced acquisition. Played a significant role in defeating the plaintiffs' motion for preliminary injunction to halt the transaction and in obtaining the subsequent voluntary dismissal of all actions.
  • Attorney Disqualification. Assisted the appellate team in affirming an order disqualifying opposing counsel. In re RSR Corporation, 405 S.W.3d 265 (Dallas Court of Appeals 2013).
  • Defense of Trust Fiduciary Litigation. Representation of trustees of two large trusts in multi-court litigation against allegations of civil RICO violations, claims of mismanagement related to sale of trust-owned corporation and other breach of fiduciary duty claims. Resolved through global settlement of related litigation in federal, state district and probate courts.
  • Defense of Auction Rate Securities Suit. Defended a major broker-dealer firm sued in Texas state court under the Texas Securities Act for selling auction rate securities. The case was settled before trial.
  • Defense of Oil and Gas Accounting Class Action. Defended oil and gas companies in a class action lawsuit brought by royalty and working interest owners challenging the accounting for oil and gas severance taxes in Texas. Obtained favorable settlements for each client before a hearing on class certification.
  • Dismissal of Red-Light Camera Class Action. Defended red-light camera company in federal class action challenging failure to obtain Texas private investigator license, alleging negligence per se, and seeking monetary and injunctive relief. Obtained dismissal of the suit that was affirmed on appeal. Bell v. American Traffic Solutions, Inc., No. 09-10722, 2010 U.S. App. LEXIS 6001 (5th Cir. Mar. 23, 2010).
  • Defense of Accounting Restatement Case. Obtained dismissal and denial of class certification for a large pump manufacturer in a federal securities suit alleging accounting misstatements and false earnings projections, which was remanded for further proceedings after appeal and then settled.
  • Dismissal of Securities Class Action. Obtained dismissal of a putative securities class action against a company that provides wireless communications services, its chief executive officer, its chief financial officer and two outside directors alleging misrepresentations and omissions regarding the company's subscriber numbers and their effect on accounts receivable and revenue. In re Alamosa Holdings, Inc. Sec. Litig., 382 F. Supp 832 (N.D. Tex. 2005). As a result of the dismissal of the federal securities action, the plaintiffs in a related shareholder derivative case voluntarily dismissed their claims.

Articles and Speeches

Carrie frequently speaks and writes on topics relating to securities issues, corporate governance, attorney-client privilege and ethics. Her articles and speeches include:

  • "The Supreme Court's Class Action Revolution: What's in Store for Class Action Litigation in 2012?" panel moderator for presentation at Texas State Bar Annual Meeting, June 2012.
  • "Texas Securities Act: Recent Developments in Private and Regulatory Actions," panel moderator for joint program by Dallas Bar Association Securities Section and Texas State Bar Antitrust & Business Litigation Section, February 2012.
  • "Back to the Future: A New Wave of FDIC Litigation Impacts D&O, E&O and Fidelity Exposures," panel speaker, Professional Liability Underwriting Society (PLUS) Texas Chapter CE/CLE Workshop, September 2011.
  • "Privilege Tips for In-House Counsel with Dual Legal Roles," published in the Dallas Bar Association's Headnotes, April 2010.
  • "Protecting the Attorney-Client Privilege for In-House Counsel with Dual Legal and Business Roles," originally published by Bloomberg Finance, L.P., December 2008.
  • "What is IFRS and What Does It Mean to In-House Counsel?" published by CorporateCounsel.net, November 2008.
  • "The SEC's Proposed 'Roadmap' for Transition to International Financial Reporting Standards (IFRS)," presented to the Dallas Bar Association, Securities Section, January 2009.
  • "Preserving Attorney-Client Privilege in Class Action Litigation," sponsored by Class Action Law Monitor and Strafford Publications, August 2008.
  • "What Every Director Should Know About D&O Insurance," presented to the Women Corporate Directors, Dallas Chapter, January 2008. "Ethical and Other Standards in Investigations," presented at the AICPA Conference on Fraud and Litigation Services, September 2005.
  • "Organizational Conflicts and Multijurisdictional Practices," presented to the National Institute of Women Corporate Counsel, June 2004.
  • "Overview of Securities Litigation: A Financial Reporting Perspective," presented to The University of Texas at Dallas, May 2004.

Selected Representative Experience


Frozen Food Express Special Litigation Committee
Represented independent directors of Frozen Food Express Industries, Inc. in multiple suits filed in state and federal court arising from the company’s announced acquisition by Duff Brothers Capital. Argued against and defeated shareholder plaintiffs’ motion for preliminary injunction to halt the transaction, and obtained subsequent voluntary dismissal of all actions.

In re Adams Golf, Inc. Shareholder Litigation
Representation of Adams Golf and its board of directors in shareholder class action suit alleging breaches of fiduciary duty in connection with board approval of acquisition by TaylorMade-adidas Golf. Resolved case by disclosure-only settlement, allowing transaction to close.

Antitrust Counseling in Proposed Telecommunications Acquisition
Represented AT&T before the DOJ and FCC on antitrust matters related to proposed acquisition of T-Mobile USA, including pre-merger integration counseling and planning.

Bell v. American Traffic Solutions, Inc., No. 09-10722, 2010 U.S. App. LEXIS 6001 (5th Cir. Mar. 23, 2010)
Defended red-light camera company in federal class action challenging failure to obtain Texas private investigator license, alleging negligence per se, and seeking monetary and injunctive relief. Obtained dismissal of the putative class action claim brought against the installer and operator of red light cameras based on the plaintiffs' lack of standing. Haynes and Boone's appellate team later persuaded the Fifth Circuit to affirm the dismissal.

Flowserve Corporation Derivative Litigation
Obtained dismissal of shareholder derivative suits in New York and Texas alleging that directors and officers breached their fiduciary duties in connection with accounting restatement, merger integration issues, and missed earnings projections.

Flowserve Corporation Securities Litigation
Defending a worldwide manufacturer of pumps, valves and seals for flow control systems in a class action alleging securities fraud arising from accounting restatement, merger integration issues, and missed earnings projections. Obtained an order denying class certification and granting complete summary judgment in favor of the defendants, which was remanded for further proceedings after appeal.

Alamosa Holdings, Inc. Securities Litigation
We obtained a dismissal with prejudice of consolidated putative securities class actions brought against a company that provides wireless mobile communications network services, and several of its officers and directors, that alleged securities fraud in connection with revisions to the company’s projections of subscriber growth. In re Alamosa Holdings, Inc. Sec. Litig., 382 F. Supp. 2d 832 (N.D. Tex. 2005). As a result of the dismissal of the securities class action, the plaintiffs in a related shareholder derivative case voluntarily dismissed their claims.

Triton Energy Corp. Securities Litigation
Defended an oil and gas company in a putative class action alleging misrepresentations and omissions regarding the company's oil and gas production prospects, and the status of a bidding process for the company's assets.

Salomon Smith Barney, Inc. Litigation
We successfully opposed class certification in a federal suit brought against a major national brokerage firm by a customer alleging breach of contract in connection with alleged inaccuracies in the accounting for certain transactions in the customer’s account. Kase v. Salomon Smith Barney, Inc., 218 F.R.D. 149 (S.D. Tex. 2003).

FirstPlus Securities Litigation
Defended a specialized finance company, its chief executive officer, president and its chief financial officer alleging misrepresentations in connection with accounting for securities transactions. We obtained dismissal of the claims against the chief financial officer, and successfully negotiated a settlement of the claims against the remaining defendants.

Triton Energy Corp. Securities Litigation - Texas State Court
Obtained dismissal of claims by certain shareholders filed in Texas state court against an oil and gas company and two of its officers alleging misrepresentations in connection with a bidding process for the company's assets and an announcement of certain accounting write-downs, Sherman v. Triton Energy Corp., 124 S.W.3d 272 (Tex. App. - Dallas, 2003), and subsequently obtained summary judgment against the remaining plaintiff shareholders.

WebLink Wireless Securities Litigation
We obtained a dismissal of a federal suit against an individual officer/director arising out of alleged misrepresentations in a press release containing optimistic statements about possible sources of funding for the company. Berger v. Beletic, 248 F. Supp. 2d 597 (N.D. Tex. 2003).

Cellstar Corp. Derivative Litigation
We defended a shareholder derivative suit against officers and directors of a company alleging claims for breach of fiduciary duties, waste and violations of Delaware statutes regarding the proposed divestiture of a significant portion of the company’s operations in Asia.

Citadel Security Software Securities Litigation
We defended a computer and privacy software company, its chief executive officer and its chief financial officer in a putative class action challenging the company’s revenue projections and deferred revenue accounting. We successfully negotiated a global settlement of this putative class action along with parallel federal and state derivative suits.

Memberships

  • Dallas Bar Association
  • State Bar of Texas
  • Texas Bar Foundation
  • American Bar Association
  • Council, State Bar of Texas Antitrust and Business Litigation Section

Online Publications

07/07/2014 - D.C. Circuit Holds Attorney-Client Privilege Protects Corporate Internal Investigations
The D.C. Circuit issued a decision on June 27 In re: Kellogg Brown & Root, Inc. (“KBR"), a closely-watched case about whether the attorney-client privilege applies to documents relating to an internal investigation undertaken pursuant to a company’s code of business conduct. In determining whether a corporate document is an unprivileged business or a privileged legal communication, most courts analyze whether a “primary purpose” of the document was for obtaining or providing legal advice.

01/28/2014 - Securities Litigation Year in Review 2013
The Haynes and Boone Securities Litigation Year in Review 2013 outlines recent (and upcoming) Supreme Court decisions as well as notable rulings from federal courts of appeal and district courts in the past year that affect private securities litigation, including the areas of class certification, loss causation, scienter, duty to disclose, pleading falsity, preemption, standing and statutes of limitations. The Review also discusses government enforcement cases and trends, and key state law rulings in shareholder derivative and fiduciary litigation.

06/14/2013 - Oxford Health Plans LLC v. Sutter: Supreme Court Defers to Arbitrator’s Interpretation that Contract Authorized Class Arbitration
On June 10, 2013, a unanimous Supreme Court in Oxford Health Plans LLC v. Sutter, 569 U.S. ___ (2013), held that an arbitrator’s decision to allow class arbitration cannot be overturned if the decision was based on the interpretation of the parties’ contract.

01/30/2013 - Securities Litigation Year in Review 2012
The Haynes and Boone Securities Litigation Year in Review 2012 outlines Supreme Court decisions and rulings from Circuit and District Courts that affect securities class action cases, including class certification issues.

In 2012, Haynes and Boone’s Securities Class Action Defense and Shareholder Litigation Practice Group defended targets, directors and acquirors in a number of M&A-related suits. Our docket also included class actions arising from initial public offerings, shareholder derivative suits, minority/majority shareholder cases and limited liability company disputes.

08/14/2012 - Rosado v. China North East Petroleum Holdings Ltd.: Second Circuit Holds Stock Price Recovery after Alleged Fraud Does Not Bar Securities Suit
In a recent decision, the Second Circuit Court of Appeals considered the issue of stock price rebounds in reviving a securities fraud class action suit that had been dismissed by the district court for failure to adequately allege an economic loss as a matter of law.

07/09/2012 - Texas Supreme Court Clarifies Scope of Joint Defense and Common Interest Privileges Under Texas Evidentiary Rules
On Friday, June 29, 2012, the Texas Supreme Court denied a petition for mandamus relief in In re XL Specialty Insurance Company and Cambridge Integrated Services, Group, Inc., No. 10-0960 (Tex. June 29, 2012), clarifying the scope of the joint defense and common interest privilege doctrines under Texas law.

04/12/2012 - Bloomberg BNA Features Haynes and Boone 2011 Securities Litigation Highlights Report
The year 2011 was a remarkable one in securities litigation, with notable decisions from the Supreme Court and a number of interesting rulings from Circuit and District Courts as well.

02/03/2012 - Securities Litigation Year in Review 2011
The Haynes and Boone Securities Litigation Year in Review 2011 outlines Supreme Court decisions and rulings from Circuit and District Courts that affect securities class action cases, including class certification issues.

07/06/2011 - The U.S. Supreme Court Addresses Application of the Fiduciary Exception to the Attorney-Client Privilege in the Trust Context
On June 13, 2011, the Supreme Court issued its opinion in United States v. Jicarilla Apache Nation, 564 U.S. ___ (2011), holding that the fiduciary exception to the attorney-client privilege does not apply to the United States government’s administration of Indian trusts.

02/02/2009 - Protecting the Attorney-Client Privilege for In-House Counsel with Dual Legal and Business Roles
In recent years, the corporate attorney-client privilege has been under increased attack by regulators and prosecutors. When the decision is made by a corporation to invoke rather than to waive the attorney-client privilege, it is important that internal communications with in-house counsel are afforded maximum protection. However, the applicability of the privilege can be difficult to determine when in-house counsel has dual legal and business roles.
© Bloomberg Finance L.P. 2008. Originally published by Bloomberg Finance LP. Reprinted by permission.

11/20/2008 - SEC Issues Proposed Roadmap For International Financial Reporting Standards (IFRS): What In-House Counsel Should Know Now
On November 14, 2008, the SEC released its long-awaited “roadmap” for the transition by U.S. public companies to use International Financial Reporting Standards (IFRS). This Alert provides a link to the 165-page SEC roadmap, highlights key points and important dates set forth in the roadmap, and outlines areas for in-house counsel to consider as companies convert to IFRS.  This article is an update of an article that originally appeared in CorporateCounsel.net.  To view the first article, please click here.

10/01/2008 - What is IFRS and What Does It Mean for In-House Counsel?
CorporateCounsel.net
IFRS refers to International Financial Reporting Standards, a set of accounting standards used in more than 100 countries around the world. On August 27, 2008, the Securities and Exchange Commission (SEC) announced that it will be issuing a proposed “roadmap” to require U.S. public companies to use IFRS instead of U.S. Generally Accepted Accounting Principles (U.S. GAAP) in the preparation of their financial statements filed with the SEC. Haynes and Boone Partner Carrie Huff outlines what IFRS will mean for in-house counsel in her article which was first published by CorporateCounsel.net.

Federal Securities Class Action Dismissed with Prejudice