Securities and Shareholder Litigation

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Securities and Shareholder Litigation

Andrews Kurth Kenyon is one of the leading transactional firms in the nation, consistently outranking much larger firms in league tables for IPOs, mergers and acquisitions, and other securities transactions. Similarly, our Securities Litigation practice is also nationally recognized.

We have extensive experience representing clients in shareholder litigation, corporate internal investigations, regulatory investigations and enforcement proceedings. We have won some of the leading securities cases in the Fifth Circuit, and our partners have been selected by their clients and peers for recognition in The Best Lawyers in America, The US Legal 500, Benchmark Litigation, New York and Texas Super Lawyers, BTI Client Service All-Stars  and other ranking publications.

Our size permits us to offer boutique-like service with the bench strength of a large law firm. Our clients include publicly-traded companies and partnerships, audit and conflicts committees, special litigation committees, underwriters, accounting firms, broker-dealers, and individual officers, directors, and financial advisers.

Areas of Focus:

Federal Securities Litigation

We routinely defend public company issuers, officers and directors, and financial professionals in class actions and other lawsuits brought under the federal securities laws. For example, we recently represented an insurance industry client in a multibillion-dollar class action and related appellate proceedings in the Fifth Circuit Court of Appeals and the United States Supreme Court, a corporate officer in class action litigation involving alleged accounting manipulations, and a group of financial advisers in federal receivership proceedings, among others. We have an outstanding track record in obtaining the dismissal of federal class action lawsuits.

M&A Litigation

We routinely defend M&A litigation in Delaware, Texas and other jurisdictions throughout the country. For example, we have recently represented a publicly-traded technology company and its CEO in Delaware Chancery Court, multiple special and conflicts committees for publicly-traded corporations and master limited partnerships in both Delaware and Texas, a Delaware technology company in parallel multi-district proceedings, a Delaware waste management company and its board of directors in a Texas class action, and a publicly-traded restaurant company and its board of directors in Kansas.

We also work hand in hand with the Firm’s corporate lawyers in M&A transactions, providing pre-closing advice to clients on potential litigation, disclosure, and other risk management issues.

Shareholder Derivative Litigation

We represent corporations, officers and directors, and special litigation committees in shareholder derivative suits and other corporate governance disputes. Recently, we represented a Delaware corporation in shareholder derivative litigation involving an alleged antitrust scheme, a Texas corporation and its board of directors in shareholder derivative litigation arising from a merger transaction, and a corporate officer in shareholder derivative litigation involving alleged accounting manipulations.

We also advise corporate boards and individual officers and directors on their fiduciary responsibilities in merger transactions, proxy contests, and other matters involving potential conflicts of interest, and we provide counsel to special litigation committees investigating shareholder derivative suits and breach of fiduciary duty claims.

Government and Internal Investigations

We regularly counsel public companies, financial institutions and investment firms on a myriad of corporate governance, compliance and enforcement issues. We have the experience and skill to guide our clients through inquiries, formal investigations, and enforcement proceedings initiated by the Securities and Exchange Commission (SEC), the Department of Justice, the Financial Industry Regulatory Authority (FINRA), and other financial regulators. We also regularly advise and conduct internal investigations and due diligence for boards of directors, audit and special litigation committees, and in-house counsel on issues ranging from the Foreign Corrupt Practices Act (FCPA) to insider trading, revenue recognition, and whistleblower complaints.

Broker-Dealer Representation

We represent broker-dealers and investment advisers in regulatory investigations and enforcement proceedings.

Examples of recent representations include, among others, the representation of a large international broker-dealer in CDO investigations conducted by the SEC, Congress and State Attorneys General; a large broker-dealer in SEC, FINRA and State Attorneys General investigations concerning the sale of complex and structured products; a leading broker-dealer in FINRA investigations and class action litigations concerning high-frequency trading; and a large international broker-dealer in SEC investigations involving sponsored access.

We have also represented a broker-dealer and its employees in SEC and FINRA investigations involving an alleged Ponzi scheme, an investment bank employee in an SEC investigation involving mortgage-backed securities, and individual financial advisers in multiple SEC and FINRA proceedings.

Our attorneys also have extensive experience representing broker-dealers in securities arbitration proceedings. We have defended clients in dozens of arbitration proceedings involving claims of churning, unsuitability, unauthorized trading, failure to supervise, fraud, and breach of fiduciary duty. Our attorneys have represented clients in complex, multimillion-dollar arbitration proceedings, and we are experienced in defending clients in cases involving sophisticated investment products such collateralized mortgage obligations (CMOs).

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