Haynes and Boone, LLP | Professionals

David Dodds concentrates his practice in complex commercial litigation. He has represented corporations and directors and officers in securities litigation, class actions, and shareholder derivative actions. He recently completed a term as Chair of the Dallas Bar Association Securities Section, after having served as an officer of the Section for several years.

David's experience includes:

Selectica, Inc. v. Versata Enterprises, Inc. and Trilogy, Inc. Representation of a provider of enterprise software solutions in the Delaware Chancery Court trial of the first case to challenge the validity of a 4.99% shareholder rights plan (or net operating loss "poison pill"), arising from the triggering of the pill and the subsequent dilution of the investor's holdings.
Helen of Troy Securities Litigation. Defense of a worldwide marketer and distributor of personal care and houseware products in action under Section 10(b) of the Securities Exchange Act arising from revisions to sales and earnings projections.
First Command Financial Planning, Inc. Securities Litigation. Defense of financial services entities in a nationwide class action alleging securities fraud arising from the sale of mutual-fund investments to military personnel through an installment method known as a "systematic investment plan."
Motient Corporation v. Dondero. Obtained dismissal on behalf of hedge funds in an action brought by a corporate issuer against the funds alleging violations of Section 13(d) of the Securities Exchange Act for statements made regarding proposed corporate transactions.
Flowserve Corporation Securities Litigation. Defense of 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. Simultaneously represented the company in related shareholder derivative suits pending in New York and Texas, and obtained dismissals of both cases.
Christus Health. Defense of two suits against not-for-profit healthcare system in putative class action litigation asserting claims of discriminatory pricing.
Dynegy, Inc. Securities Litigation. Represented energy company in putative securities class action and in shareholder derivative suits arising from allegations of fraudulent accounting treatment of certain energy contracts and a natural gas transaction, and from purported energy market manipulation.
Capstead Mortgage Corporation Securities Litigation. Obtained dismissal of a federal class action against a REIT alleging securities fraud in connection with the company's investing in mortgage-backed securities and servicing of mortgage loans.
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. Obtained dismissal of the claims against the chief financial officer, and successfully negotiated a settlement of the claims against the remaining defendants.
Cellstar Corp. Securities Litigation. Obtained dismissal of a putative class action against a marketer of various wireless communication products alleging improper revenue recognition and other misrepresentations and omissions.

Speeches and Articles

"Privilege Tips for In-House Counsel With Dual Legal Roles," Dallas Bar Association Headnotes, April 2010
"Securities Litigation Update," presented with Lawrence Ranallo of PriceWaterhouseCoopers to Dallas Bar Association Securities Section, August 2009
"Protecting the Attorney-Client Privilege for In-House Counsel with Dual Legal and Business Roles," published by Bloomberg Finance, L.P., December 2008
"Precarious Presumption: Class Reliance in Uniform Misrepresentations Cases," Class Action Reports, July/August 2008
"Recent Developments in Federal Securities Litigation," SEC Hot Topics Institute, September 2007
"The ERISA Copycat Phenomenon: Employers must reevaluate the use of company stock offerings in retirement plans as a rash of lawsuits unfolds," Compensation and Benefits Review, November/December 2005
"Congress Reforms Class Action Lawsuits," Dallas Bar Association Headnotes, April 2005
"Company Stock Held in Employees' IRAs: Enron Phenomenon Spawns Fiduciary Litigation," Dallas Bar Association Headnotes, August 2004
"Fiduciary Duties in Business Relationships," State Bar of Texas seminar on Fiduciary Litigation, May 2004
"Federal Securities Class Action Litigation," presented to the Federal Bar Association, March 2004
"Recent Developments in Class Action Litigation in Texas," presented to the Dallas Bar Association, August 2003
"Developing Trends Regarding Securities Class Actions: a Defense Perspective," presented to the State Bar of Texas, April 2003

Community Activities

Board of Trustees, Dallas Wind Symphony, 2006-present
Leadership Arts Class of 2005
Standing Committee, Leadership Arts Alumni Association, 2009-present

Selected Representative Experience

In re EF Johnson Technologies, Inc. Consolidated Shareholder Litigation
Represented acquired entity, EF Johnson Techonologies, Inc. and its board of directors in two shareholder class actions filed in Texas state court alleging breaches of fiduciary duty in connection with the board’s approval of an acquisition of the company by Francisco Partners.

Helen of Troy Securities Litigation
Represented a major marketer and distributor of personal care and houseware products in a putative securities class action arising from revisions to sales and earnings projections.

Trilogy, Inc., Versata Enterprises, Inc. (Selectica v. Versata)
Represented a provider of enterprise software solutions in the Delaware Chancery Court and Delaware Supreme Court in the trial and appeal of the first case to challenge the validity of a 4.99% shareholder rights plan (or net operating loss “poison pill”), arising from the triggering of the pill and the subsequent dilution of the investor’s holdings.

First Command Financial Planning, Inc. Securities Litigation
We are representing financial services entities in suits asserting federal securities fraud claims, among others, and seeking to certify classes on behalf of purchasers of certain systematic investment plans.

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.

Dynegy Inc. Securities and Derivative Litigation
Represented Dynegy Inc. in putative securities class action and in shareholder derivative suits arising from allegations of fraudulent accounting treatment of certain energy contracts and a natural gas transaction, and from purported energy market manipulation.

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.

Capstead Mortgage Corporation Securities Litigation
Obtained a dismissal of a federal suit against a REIT that engaged in mortgage-backed assets and mortgage services, and certain officers and directors, alleging that federal securities laws were violated through the company’s accounting and other disclosures. In re Capstead Mortgage Corp. Sec. Litig., 258 F. Supp. 2d 533 (N.D. Tex. 2003). We defeated plaintiffs’ subsequent motion to vacate the dismissal and to allow further amendments to the complaint. In re Capstead Mortgage Corp. Sec. Litig., 2003 U.S. Dist. LEXIS 16525 (N.D. Tex. Sept. 19, 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.

Cellstar Corp. Securities Litigation
We obtained dismissal of a putative class action against a marketer of various wireless communication products alleging improper revenue recognition and other misrepresentations and omissions. Echavarri v. Cellstar Corp., 2001 U.S. Dist. LEXIS 25347 (S.D. Fla. Sept. 28, 2001).

Motient Corporation v. Dondero
We obtained dismissal on behalf of hedge funds in an action brought by a corporate issuer against the funds alleging violations of Section 13(d) of the Securities Exchange Act for statements made regarding proposed corporate transactions.

Memberships

Dallas Bar Association
State Bar of Texas
Texas Bar Foundation
American Bar Association
Chair, Dallas Bar Association Securities Section, 2009

Online Publications

06/21/2011 - A Tale of Two Class Actions: U.S Supreme Court Ruling Allows State Litigation to Proceed Despite Federal Injunction
On June 16, 2011, the Supreme Court issued an opinion in Smith v. Bayer allowing a plaintiff to pursue class certification in a state court action after a federal court had denied certification in a substantially similar case.

03/15/2011 - Plaintiffs’ Securities Fraud Case Against Boeing Survives, Then Collapses, Based on Reliance on Purported “Confidential Witness”
Since the passage of the Private Securities Litigation Reform Act of 1995, with its heightened pleading standards for shareholder plaintiffs, it has become routine for plaintiffs’ lawyers to load their federal securities class action complaints with allegations purportedly obtained from “confidential witnesses” (or “CWs”).

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.

07/01/2008 - Precarious Presumption: Class Reliance in Uniform Misrepresentations Cases
Class Action Reports, Volume 29, Number 4, July-August 2008
Twenty years ago, the Supreme Court created a device by which class treatment could be allowed in cases alleging fraud affecting publicly-traded securities. In Basic, Inc. v. Levinson, 485 U.S. 224 (1988), the Supreme Court approved a “fraud-on-the-market” doctrine by which a presumption of reliance might be available to satisfy the predominance prong of Rule 23. The doctrine applies in cases in which allegedly fraudulent statements were publicly made and shown to be efficiently incorporated into the market price of the affected company’s shares.

09/10/2007 - Central Laborers' Pension Fund v. Integrated Electrical Services Inc.
The Fifth Circuit recently issued a decision applying Tellabs, Inc. v. Makor Issues & Rights, Ltd., 127 S. Ct. 2499 (2007), as to the sufficiency of scienter allegations under the pleading requirements of the Private Securities Litigation Reform Act (“PSLRA”). See Central Laborers’ Pension Fund v. Integrated Electrical Services Inc., No. 06-20135 (5th Cir. Aug. 21, 2007).

06/25/2007 - Tellabs, Inc. v. Makor Issues & Rights, Ltd.
Supreme Court Tightens Standard For Pleading Scienter In Securities Fraud Cases

The United States Supreme Court’s decision last week in Tellabs, Inc. v. Makor Issues & Rights, Ltd. tightened the scienter pleading standard for federal securities fraud complaints. In an 8-1 decision, the Court interpreted the “strong inference” requirement for pleading scienter under the Private Securities Litigation Reform Act (“PSLRA”) as requiring an inference that is more than merely “plausible” or “reasonable”—it must be “cogent and at least as compelling as any opposing inference of nonfraudulent intent.” Tellabs, Inc. v. Makor Issues & Rights, Ltd., No. 06-484 (June 21, 2007).

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Recent Publications

U.S. Supreme Court Blocks Massive Nationwide Employment Discrimination Class Action Against Wal-Mart

A Tale of Two Class Actions: U.S Supreme Court Ruling Allows State Litigation to Proceed Despite Federal Injunction

Janus Capital Group, Inc. v. First Derivative Traders: Supreme Court Declines To Expand Circle of Potential Defendants In Securities Actions

Plaintiffs’ Securities Fraud Case Against Boeing Survives, Then Collapses, Based on Reliance on Purported “Confidential Witness”

David A. Dodds

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