Securities and Shareholder Litigation

Between heightened regulations and a volatile economy, today’s businesses must be prepared to face the ever increasing challenges posed by government scrutiny and activist shareholders. The lawyers in Haynes and Boone’s Securities and Shareholder Litigation practice group are particularly skilled in protecting clients against shareholders’ claims and successfully resolving regulators’ inquiries.

We handle all aspects of corporate and shareholder litigation, with a particular focus on:

  • Securities Class Actions and Parallel ERISA Class Actions
  • Shareholder Disputes and Derivative Actions
  • Proxy Contests and Corporate Control Litigation
  • Merger and Acquisition Litigation

When class action cases and derivative suits are filed, we are skilled at defeating class certification, as well as delivering defense verdicts and other successful outcomes for our clients. Our team has also persuaded the SEC to drop proposed charges and close its inquiries for numerous clients. Clients often call on us to conduct internal investigations, as well as help them develop or revise compliance programs.

Our clients range from corporations, and their individual officers, directors and shareholders, to institutional investors and investment funds, as well as accounting firms, stockbrokers and other financial services firms.

In representing public companies, often along with their senior executives and directors, we handle a variety of matters, including those involving:

  • Investigations into accounting and financial fraud
  • Corporate disclosures
  • Insider trading
  • Foreign Corrupt Practices Act
  • Regulation FD

In defending clients who participate in the securities markets, we our experience includes cases involving:

  • Market manipulation
  • Trading desk improprieties
  • Fraud in mortgage and credit market matters
  • Short selling violations
  • Auction rate securities misconduct
  • Conflicts of interest
  • Inflated asset valuations

When needed, our team is able to tap the vast resources and experience of other Haynes and Boone practices, including government investigations and litigation, white collar defense, corporate and securities work, insurance coverage litigation and ERISA litigation, among other areas.


Law 360

David Dodds in Law360: Lessons From 5th Circ. Application Of Scienter Standard

The Fifth Circuit recently affirmed a district court’s dismissal of a federal securities fraud class action on the basis that the plaintiffs had failed to adequately plead facts establishing that the defendants, the executives of a failed bank, were severely reckless in their overvaluation of the bank’s portfolio of mortgage-backed securities...


Litigation Highlights

Litigation Updates

Read about the recent trial victories of the Haynes and Boone, LLP Litigation department.


Supreme Court Sets Liability Tests for Issuers Statements of Opinion in Public Offerings

On Tuesday, March 24, 2015, the Supreme Court issued its decision in Omnicare Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U.S. __ (2015). The ruling identifies two avenues by which a company’s statements of opinion in registration statements for initial public offerings can lead to liability under Section 11 of the Securities Act of 1933. First, an issuer can be liable for statements of opinion that are not genuinely believed or contain embedded statements of untrue facts. Second, an issuer can be liable if a registration statement omits specific material facts concerning a proffered opinion, as determined by the statement’s context and the foundation a reasonable investor would expect an issuer to have for forming that opinion...

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