Securities litigation involves a wide range of disputes, including shareholder class actions, which frequently are premised on claims of fraud, challenges to mergers and acquisitions, charges that public auditing firms have violated securities laws, arbitrations against broker-dealers, derivative actions against directors and officers, internal investigations of businesses, and the defense of companies and individuals targeted by various federal and state regulatory agencies, such as the Securities and Exchange Commission (SEC) or the Commodity Futures Trading Commission (CFTC). These disputes are litigated in diverse venues, including federal and state courts, administrative hearings and private arbitrations, which may proceed under the auspices of self-regulatory organizations, such as the Financial Industry Regulatory Authority.
Regardless of the setting, a securities litigator must be a persuasive advocate who works to achieve the best possible outcome for the client. To do that, an attorney practicing in the area of securities litigation must understand the client’s legal and business needs, and also have a comprehensive understanding of federal and state securities laws and regulations, and related common law. Securities law has evolved dramatically over the past two decades and continues to develop. For example, just recently in June 2011, the United States Supreme Court in Janus Capital Group, Inc. v. First Derivative Traders, No. 09-525, narrowed the scope of primary liability in federal securities fraud actions to those with “ultimate authority” over the allegedly false statements.
Securities disputes frequently spawn parallel civil, regulatory or even criminal actions or investigations. Effective securities litigators rely on experience and judgment to zealously represent clients while remaining sensitive to the potential implications of positions or strategies to those clients in other settings.
Michael J. Dell