Securities Litigation

The national securities litigation practice at Skadden, Arps, Slate, Meagher & Flom LLP and affiliates (“Skadden”) is frequently recognized for handling some of the most challenging, high-stakes securities litigation matters — “bet-the-company” cases that demand a full range of skills, in and out of the courtroom. In 2015, we were named as a member of the “Fearsome Foursome” — the four elite law firm litigation practices — and named as one of only three “powerhouses”in BTI’s Securities and Finance Litigation category for the fifth time in a row. Skadden is the only firm named to both of these lists in all five editions of the report. We also are consistently ranked in the top tier for securities litigation by Chambers USA, as well as Legal 500, which said Skadden is “undeniably one of the top practices in the market.”

Our attorneys have deep experience with often-overlapping internal investigations, derivative actions and investigations by the SEC and other federal or state regulators. The outcome of these proceedings can be vital to a company’s future, and Skadden’s approach of assembling collaborative teams of advisers with deep and relevant experience across our worldwide platform and the full range of disciplines is key to our successful track record on behalf of clients.

We have acted as lead defense counsel in some of the most high-profile securities class actions, including representing Anadarko Petroleum Corporation, MacAndrews & Forbes Holdings, Inc., and News Corp. (now known as 21st Century Fox), among others. Most recently, we have represented or are currently representing clients in cutting-edge securities litigation, including Abercrombie & Fitch, Co., American Apparel, BlackBerry Limited, El Pollo Loco, Iconix Brand Group, Inc., Pfizer Inc., the former CEO of Porsche Automobil Holding, Sprint and all the major financial institutions.

Skadden has successfully represented clients in significant and precedent-setting cases in appellate courts and before the U.S. Supreme Court, including Merrill Lynch in a unanimous win in Merrill Lynch v. Dabit. We also represented Merrill Lynch in securing two major victories before the U.S. Court of Appeals for the Second Circuit. This includes Lentell v. Merrill Lynch, in which the Second Circuit adopted a standard for loss causation that has been cited hundreds of times; and Wilson v. Merrill Lynch, which was the first auction rate securities (ARS) class action arising from the market collapse to be decided by an appellate court.

We handle the broad range of issues that arise when a corporation, director or officer faces securities class action or derivative-related claims. Our work includes representing financial institutions in matters related to subprime loans and the credit crisis, such as mortgage-backed securities litigation, securities class and derivative actions, and ERISA-related litigation. We also represent clients in numerous cases related to the foreign exchange/commodities industries, addressing issues pertaining to foreign exchange rates, market manipulation and price-fixing allegations. In addition, we are advising a number of clients in litigation arising from various issues within the energy industry.

Skadden plays an active role in addressing and resolving litigation claims in the M&A context. In the last several years, our attorneys have defeated challenges to hundreds of billions of dollars in deals, in cases filed in Delaware and across the United States.

We advise on a wide variety of securities-related regulatory matters at the federal and state levels, and provide assistance in connection with investigations and proceedings before the SEC, the Commodity Futures Trading Commission, the Department of Justice, the offices of various state attorneys general, the Financial Industry Regulatory Authority and the New York Stock Exchange. We also have advised boards of directors and special committees in investigations of shareholder demands, accounting issues and other corporate governance matters. Many of our attorneys have valuable knowledge and experience from previous government service with the DOJ, SEC and CFTC.


Our group has received many top rankings and recognitions, including:

  • ranked in the top tier for securities litigation by U.S. News — Best Lawyers “Best Law Firms” 2015.
  • for the fifth consecutive time named a member of the “Fearsome Foursome” — the four elite law firm litigation practices — and named as one of only three “powerhouses” in BTI’s Securities and Finance Litigation category in 2015. Skadden is the only firm named to both of these lists in all five editions of the report.
  • Named as one of Law360’s Securities Groups of 2014; and ranked in the top 10 by the “Securities and White Collar Law360 100,” which lists the firms that have dedicated the most partners globally to securities litigation, government financial investigations and enforcement, and white collar defense.
  • selected by The American Lawyer as a finalist in its 2014 Litigation Department of the Year issue.
  • recognized for our defense of UniCredit S.p.A. in Madoff-related litigation in the 2013 Financial Times’ U.S. “Innovative Lawyers” report, which ranked Skadden first overall.
  • ranked in the top tier in securities litigation in Chambers USA 2015 and The Legal 500 United States 2015. According to Chambers USA 2015, the group “possesses a bench of high-performing attorneys frequently engaged for high stakes litigation by an enviable roster of some of the finest financial institutions.”

Our Clients

We handle securities, derivative and deal-related litigation matters for clients in a wide range of industries. Recently concluded representations include:

Banks and Financial Institutions

  • AXA Equitable Life Insurance Company in securing the dismissal with prejudice of a federal putative class action brought by an AXA policyholder in connection with AXA’s contractual obligations to variable annuity holders. Skadden succeeded in removing the action from New York state court to federal court under the Securities Litigation Uniform Standards Act SLUSA.
  • Bank of America/Merrill Lynch, UBS, Royal Bank of Scotland, Société Générale, CIBC, Crédit Agricole and BNP Paribas, among others, in residential mortgage-backed securities (RMBS) and other securities cases brought in state and federal courts and FINRA arbitrations throughout the country arising out of the credit crisis.
  • Bank of America:

    • and certain of its current and former directors in the dismissal of a shareholder derivative action for alleged breaches of fiduciary duty related to purportedly improper residential mortgage-backed securitization practices and alleged manipulation of LIBOR;
    • in the dismissal of claims that it aided and abetted fraud by providing a line of credit to Herbalife;
    • and certain of its affiliates in securing a dismissal by the magistrate judge in an action against Bank of America entities brought by the DOJ under the Financial Institutions Reform, Recovery and Enforcement Act (FIRREA). Subsequently, the District Court Judge granted the DOJ leave to replead and the case was settled; and
    • in securing the dismissal of a New York State action brought by Phoenix Light SF Ltd. and other special-purpose vehicles affiliated with former financial institution Fortis Bank NV/SA alleging that affiliates of Fortis had been defrauded in connection with their purchase of approximately $210 million in residential mortgage-backed securities and that the claims had been assigned to the plaintiffs.
  • Barclays Bank in a FERC investigation regarding alleged market manipulation involving power trading in the western United States during late 2006 through 2008 and related federal court litigation.
  • subsidiaries of BlackRock Inc. in the affirmance of a district court’s dismissal of excessive fee claims, for which the U.S. Supreme Court denied certiorari.
  • BNP Paribas in securing the dismissal of federal fraud and negligent misrepresentation claims arising from BNP’s marketing and underwriting of notes issued by Schmolz + Bickenbach, a global steel manufacturer.
  • FMR LLC and Fidelity Brokerage Services, LLC in securities class action litigation brought in the U.S. District Court in the Southern District of New York regarding high-frequency trading.
  • HSBC Finance Corp. in securing a Seventh Circuit opinion reversing and remanding for retrial an appeal from a $2.5 billion jury verdict following a trial in which a jury found the company and three of its former executives liable for making false and misleading statements to the market.
  • MacAndrews & Forbes Holdings Inc. and certain directors in securing the affirmance of a dismissal in a Delaware shareholder class action relating to controlling stockholder squeeze-out transactions. This opinion was the first to dismiss a lawsuit challenging a controlling stockholder merger conditioned on both procedural protections.
  • Merrill Lynch in securing the dismissal with prejudice of a lawsuit brought by Town North Bank concerning collateralized debt obligations that Town North purchased from Merrill Lynch as well as numerous other banks also named as defendants.
  • Morgan Stanley Private Equity Asia III Holdings in securing a denial for preliminary injunction in a class action challenging a going-private transaction involving Feihe International.
  • Putnam Investments in the Fourth Circuit affirmance of the dismissal of a securities fraud action related to mutual fund “market timing.”
  • Stilwell Value LLC and Joseph Stilwell in securing the favorable settlement of an SEC investigation alleging that Stilwell entities failed to adequately disclose conflicts of interest presented by approximately 20 interfund loans made over a 10-year period between certain pooled investment vehicles that they managed.
  • UniCredit, Pioneer Alternative Investments, Tremont Group Holdings and others in more than 25 actions stemming from the Bernard Madoff scandal, including litigation in federal trial and appellate courts in New York; securing a Second Circuit affirmance of the dismissal of federal claims brought against Tremont by an investor alleging fraud; state court actions in New York, California, Delaware, Massachusetts, Florida, Colorado, New Mexico and Washington; and, most notably, securing the dismissal of $60 billion in trebled RICO claims and common law claims brought against UniCredit by Irving Picard, the trustee for the Securities Investor Protection Act liquidation of Bernard L. Madoff Investment Securities, for which the U.S. Supreme Court denied certiorari.


  • officers and directors of Apollo Education Group, Inc. in securing a settlement of a securities class action following dismissal with prejudice, judgment in favor of defendants and briefing of an appeal before the Ninth Circuit.
  • New Oriental Education & Technology Group Inc. in securing a settlement of a putative securities class action filed following an SEC inquiry and short seller attack.


  • Anadarko Petroleum Corporation in the dismissal of all but one alleged misstatement relating to the company’s investment and liability exposure for the 2010 Deepwater Horizon oil spill in the Gulf of Mexico.
  • Cheniere Energy, Inc. in securing the settlement of a Delaware Chancery Court litigation challenging a stockholder vote on Cheniere’s incentive plan and the related issuance of shares as incentive compensation.
  • Freescale Semiconductor, Ltd., its directors and Freescale Holdings, L.P. in defeating a putative federal class action brought by a shareholder seeking to enjoin Freescale Semiconductor, Ltd.’s proposed $40 billion merger with NXP Semiconductors, N.V.
  • 16 underwriters of LinnCo, LLC’s IPO in securing the dismissal of a federal securities class action alleging that the defendants failed to disclose to LinnCo investors that Linn Energy LLC was allegedly overstating the cash flow available for distribution to Linn Energy unit holders such as LinnCo.
  • current and former directors of Pacific Gas & Electric Company in securing a favorable ruling in a California shareholder derivative lawsuit in connection with the September 2010 explosion of a gas transmission line in San Bruno, California, alleging breach of fiduciary duty by violating pipeline safety laws and regulations and failure to oversee adequate internal controls.
  • 14 underwriters of three Petrobras offerings from 2012 through 2014 in securing a partial dismissal of a putative securities class action alleging violations of the federal securities laws.
  • TCP International Holdings, Ltd. in obtaining the dismissal of a consolidated securities class action in which the plaintiff claimed that TCP’s IPO registration statement and prospectus contained material misstatements or omissions.
  • XTO Energy, the settlor of a publicly traded royalty trust, in a derivative action where the unitholder claimed the ability to sue XTO despite the refusal of the trustee to initiate litigation against XTO.

Health Care, Life Sciences and Pharmaceuticals

  • Cytrx Corporation in securing a dismissal upholding a Delaware forum-selection bylaw in a shareholder derivative suit.
  • E. I. du Pont de Nemours and Company in securing the dismissal of a federal shareholder derivative lawsuit accusing current and former DuPont directors of alleged breaches of fiduciary duty in connection with litigation against Monsanto Company.
  • Gentium S.p.A. in securing a dismissal with prejudice in a putative securities class action lawsuit arising out of the company’s auction and sale to Jazz Pharmaceuticals.
  • Pfizer Inc. in securing a complete dismissal of a shareholder derivative suit brought against certain former and current officers and directors arising out of its settlements with the government concerning alleged FCPA violations.
  • Questcor Pharmaceuticals, Inc. in securing the favorable settlement of a federal securities class action in connection with claims involving its principal drug, Acthar.
  • 11 former directors and officers of Savient Pharmaceuticals in securing the dismissal of a securities class action concerning statements it made prior to its filing of Chapter 11 bankruptcy petitions.
  • Stryker Corporation in federal and state class actions in connection with Stryker’s tender offer to acquire all of the outstanding shares of Orthovita involving allegations that Orthovita’s directors breached their fiduciary duties.


  • Abercrombie & Fitch, Co. in securing a settlement of a federal stockholder derivative action following a demand to inspect the company’s books and records pursuant to Section 220 of the Delaware Code for the purpose of investigating alleged wrongdoing.
  • American Apparel in securing the dismissal of shareholder derivative claims in federal court concerning breach of fiduciary duty claims and alleged misconduct by their former CEO, securing a TRO against the former CEO from further breaching the terms of a standstill agreement, defeating a motion for preliminary injunction to enjoin the 2015 shareholder meeting and force a revote on the 2014 annual shareholder meeting, and securing summary judgment in a subsequent matter involving a demand for advancement of expenses incurred in defending against the company’s breach of contract claims.
  • members of the special committee of the board of directors of Steinway Musical Instruments Inc. in securing the settlement of a shareholder class action lawsuit that challenged the company’s go-private sale to Paulson & Co.
  • Swisher Hygiene, Inc. in multiple securities class actions filed in federal court alleging that the company misstated its financial statements by, among other things, improperly classifying expenses and alleging that the company’s disclosures relating to its business operations, accounting and prospects were false and misleading.

Technology and Communications

  • Activision Blizzard, Inc. in a Delaware Chancery derivative and class action litigation challenging its $5.8 billion buyback of its shares from Vivendi, S.A., and related transactions.
  • BlackBerry (f/k/a Research in Motion Limited (RIM)) and certain of its officers in securing a Second Circuit affirmance of the dismissal with prejudice of a securities class action alleging that RIM made materially false and misleading statements regarding its financial condition and business prospects.
  • current and former members of the board of directors of Hewlett-Packard Company in securing dismissals in two separate shareholder derivative actions that arose from the highly publicized departure of HP’s one-time CEO Mark Hurd and HP’s acquisition of 3PAR.
  • News Corp., its subsidiary NI Group, and Rupert and James Murdoch, in securing the dismissal of two federal securities fraud class actions arising out of news-gathering practices at News of the World and The Sun.
  • former directors of Novell in securing a summary judgment decision in favor of former directors of Novell in a Delaware Chancery Court proceeding involving allegations of breach of fiduciary duty in connection with Novell’s acquisition by Attachmate in 2011.
  • Schawk Inc. and five of its directors in securing the dismissal of a Delaware Chancery Court litigation in connection with its approximately $575 million merger with Matthews International.
  • Spanish Broadcasting System, Inc. in winning summary judgment on all counts against certain of its preferred stockholders who sought relief arising from purported breaches of a certificate of designations, based on their allegation that a “Voting Rights Triggering Event” had occurred.
  • Sprint-Nextel Corporation in securing the settlement of a securities class action alleging that Sprint issued false and misleading statements in connection with Sprint’s merger with Nextel Communications.
  • Travelzoo Inc. and certain of its officers in securing the dismissal of a securities class action lawsuit brought challenging certain statements related to the company’s growth and its Getaways business. We also secured the dismissal of all claims against Travelzoo Inc. and certain of its directors in two separate derivative actions alleging breaches of fiduciary duties and unjust enrichment.

Transportation and Automotive

  • Autoliv in a securities class action involving alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act.
  • the former chief executive officer of Porsche Automobil Holding SE in successfully applying the U.S. Supreme Court’s decision in Morrison v. National Australia Bank on the extraterritorial reach (or lack thereof) of Section 10(b) of the Securities Exchange Act of 1934, thus securing a Second Circuit affirmance of the dismissal of federal claims brought against him, Porsche and certain other former officers and directors by several dozen hedge funds alleging misrepresentations and market manipulation in connection with Porsche’s attempted takeover of Volkswagen AG.