Securities Litigation

Securities litigation is a highly specialized, multifaceted area of practice involving the application of complex securities laws. Cases are generally high stakes, involve sensitive matters and can result in substantial damage awards and negative publicity.

Holland & Knight's Securities Litigation Team is experienced in all types of securities litigation and has successfully defended clients against all types of securities claims. Working in concert with skilled practitioners throughout our firm, we handle complex criminal and civil securities litigation matters before courts, arbitration panels and regulators worldwide. Our securities litigators regularly defend large and small public and private companies, their directors, officers, employees, underwriters and affiliates on a broad spectrum of securities matters. Clients include investment banks, underwriters, accounting firms, professional advisers, venture funds, majority shareholders, broker-dealers, exchanges, hedge funds and lenders. Client industries run the gamut and include high tech, hospitality, healthcare, banking and finance, financial services and retail.

Our securities litigators work closely with firm attorneys in related practice areas such as corporate governance, compliance, securities and white collar criminal defense to provide comprehensive, strategic representation. We have represented clients in such matters as:

• accounting irregularities
• breach of fiduciary duty claim
• broker-dealer defense
• class action securities litigation
• "claw back" actions by receivers and trustees
• corporate control disputes
• director and officer liability cases
• FDIC actions against failed banks and their officers and directors
• going-public and going-private transactions
• inaccurate or incomplete disclosure
• internal investigations
• investigations and enforcement actions brought by the SEC, Department of Justice, FINRA, and other federal, state and non-U.S. regulators
• mergers and acquisitions and corporate control litigation
• regulatory compliance and enforcement matters
• shareholder derivative and class action litigation
• violations of federal and state securities laws
• white collar securities defense

Securities Class Action Group 

Our Securities Litigation Team has extensive experience defending issuers, officers, directors and underwriters against claims of securities fraud and breach of fiduciary duty. In fact, we obtained one of the largest reported Rule 11 sanction awards against plaintiffs and their counsel for bringing a frivolous securities class action. Other significant recent successes include:

• obtained motion to dismiss in a case of first impression in the Eleventh Circuit that held no general duty to disclose material facts existed, even in a prospectus; the case, affirmed on appeal, is cited as one of ten most significant securities litigation decisions of that year
• obtained dismissal for pharmaceutical company based on Private Securities Litigation Reform Act of 1995 (PSRLA) statutory safe harbor and on truth-on-the-market defense
• persuaded plaintiffs’ counsel not to file a securities class action based on cookie jar reserve theory by explaining in detail the company’s reserve policies
• obtained motion to dismiss in the District Court for the Southern District of New York in an action against underwriters of private offerings of asset-backed securities
• obtained summary judgment on breach of contract and blue sky law claim against major financial institution selling derivatives pursuant to an ISDA Agreement
• obtained a $193 million judgment for a defendant class in connection with a determination of the rights of unit investment trust holders arising out of a WPPS municipal bond default
• obtained a $3.6 million verdict in a three and a half month trial involving federal and Georgia state securities law violations
• obtained a dismissal of an attempted class action by investors in a limited partnership for a national restaurant franchise in the state of Washington
• after a three-week trial, obtained a directed verdict and ultimate settlement for defendants in an action brought by investors in oil and gas limited partnerships
• obtained a motion to dismiss in Delaware for a TV network in a derivative action challenging a $415 million stock purchase by another TV network
• obtained dismissal of a derivative action challenging the merger between two U.S. food franchise chains

SEC Enforcement Group  

We have substantial experience handling both criminal securities investigations by the Department of Justice and civil securities investigations by the SEC. With a former SEC Regional Trial Counsel and more than a dozen former federal prosecutors, including the former deputy chief of staff to the U.S. Attorney General, we advise clients based on a combination of extensive legal knowledge and a deep understanding of the government process obtained from our experience. We represent clients in all phases of securities enforcement matters, including informal and formal investigations, testimony, Wells Submissions, negotiated resolutions, and the trial of administrative, civil and criminal proceedings.

Our securities attorneys also work collaboratively with other Holland & Knight lawyers who concentrate in investment management issues and regulatory compliance by broker-dealers and registered investment advisers.

Our team has successfully defended investigations and enforcement actions dealing with virtually every “hot button” SEC enforcement issue, including:

• hedge funds
• a variety of Ponzi schemes
• algorithmic trading
• valuation of ABS, CDOs and CDS
• market timing of mutual funds
• insider trading
• market manipulation
• revenue recognition by public companies
• related-party transactions by public companies
• aiding and abetting liability of contra parties
• accounting for loss reserves and asset impairment by a public company

Customer Disputes  

A substantial part of our Securities Litigation practice includes representing brokerage firms, registered representatives, financial planners and investment advisers in securities arbitrations conducted by the FINRA, NYSE, AMEX, CFTC, NFA and AAA.

We have litigated and arbitrated cases on behalf of brokerage firms, mutual fund companies and other financial institutions. These cases have involved claims of fraud, churning, suitability, negligence, negligent supervision, market manipulation, order failures, Regulation T violations, unauthorized trading, wrongful termination, defamation, breach of non-compete covenants and tortious interference claims. Our securities litigators have handled cases involving a variety of securities, including stocks, options, commodities, bonds, derivatives, limited partnerships, mutual funds, collateralized mortgage obligations and annuities.

Our arbitration experience includes both pre-arbitration and post-arbitration proceedings in state and federal courts, the enforcement of arbitration agreements or status quo injunctions and the confirmation, modification or vacatur of arbitration awards. Among our successes was the dismissal of a $34 million NASD arbitration claim against a major brokerage firm prior to an evidentiary hearing.