Securities Litigation and SEC Enforcement

Hunton Andrews Kurth LLP has been at the forefront of large-scale securities litigation and government enforcement matters for decades, guiding leading corporations and individual officers and directors in their most significant individual and class actions, investigations and enforcement matters—often in parallel proceedings. Consistently recognized as national leaders in the securities litigation field by publications such as the Benchmark Guide to America’s Leading Litigators and Chambers USA, we have been singled out for our record of success, our approach to client service and our business and legal acumen.

The team’s lawyers are based in key business and legal centers throughout the country and have deep experience with the complex laws, regulations and business concerns involved in corporate and securities litigation. Our lawyers have extensive experience handling cases involving corporate transactions; SEC and DOJ investigations and enforcement actions; class and derivative claims challenging proposed transactions and other alleged breaches of fiduciary duty; and internal investigations. Given our team’s geographic and substantive breadth, we are positioned to handle our clients’ highest-stakes matters in a skillful and effective manner.

Merger & Acquisition Litigation

Real or threatened litigation can halt a major corporate transaction in its tracks, and often on the eve of a deal’s closing. Our M&A litigators work to stop litigation before it starts. We anticipate, identify, prevent and resolve disputes related to mergers, acquisitions, tender offers, proxy contests and corporate control contests, among other situations. Our M&A litigators collaborate with colleagues from our corporate practice to structure deals in a manner that anticipates and avoids litigation, and to move quickly and decisively should it arise. Our proactive approach not only decreases the costs and risk often associated with the characteristic fast pace of these matters but also produces strong deals. We have advised acquiring and target companies and board members on strategies in anticipation of litigation and represent them when litigation is necessary.

We have handled merger and acquisition litigation in the Delaware Court of Chancery and numerous other state and federal venues around the country. In particular, we have substantial experience dealing with the trend of dissident shareholders suing Delaware corporations outside of Delaware in an effort to find a more “plaintiff-friendly” forum.

Enforcement Actions

We represent directors, officers, issuers, underwriters, auditors and corporations in enforcement matters brought by the Securities and Exchange Commission and Department of Justice, state regulators and self-regulatory bodies such as FINRA, the NYSE and the NASD. We are well versed in today’s complex regulatory climate and represent clients against allegations of reporting irregularities and omissions, broker-dealer trading, Foreign Corrupt Practices Act (FCPA) violations, financial accounting fraud and insider trading, among other things. We have represented companies and individuals in actions seeking civil penalties, permanent injunctions, disgorgement of profits and salaries, and lifetime D&O bars. Our team includes former Department of Justice personnel with experience that helps us recommend tailored approaches to our client’s issues and how best to communicate with the government.

Shareholder Securities and Proxy Claims

A drop in a company’s stock price is often followed by lawsuits alleging securities fraud. Moreover, most merger announcements now are followed by lawsuits not only raising fiduciary duty challenges but challenging the sufficiency of corporate proxy statements as well. We regularly advise companies on acquisitions and related proxy issues, and handle “stock drop” cases as well as those stemming from contests for corporate control. We have represented issuers, underwriters, officers and directors in shareholder class actions governed by the Private Securities Litigation Reform Act and successfully defended claims brought under the ’33 Act, the ’34 Act and the related rules and regulations. Our experience includes the successful representation of clients against claims of misstatements in SEC filings and press releases, failure to disclose material information in offering documents, and accounting improprieties.

Corporate Governance and Derivative Actions

We regularly represent companies and their officers, special litigation committees and individual board members in both direct and derivative lawsuits related to corporate governance, alleging everything from breach of fiduciary duty to inadequate internal controls to proxy violations. Our lawyers have represented clients in numerous industries against challenges to varied and complex transactions and business practices. Members of our team have successfully represented numerous clients in the Delaware Court of Chancery as well as in state and federal courts throughout the country, and we have tried these jury and nonjury cases to successful conclusions. Our team understands the business and industry in which our clients operate; to best shape our strategy and the outcomes, our strategic advice factors in key concerns regarding public perception and business issues, along with the complex body of law that governs these actions. In addition to defending companies that have decided to resist derivative actions, we have significant experience representing special litigation committees as they investigate the facts of derivative allegations and determine how to respond.

Internal Investigations

Our team has led some of the largest, most comprehensive internal investigations in the United States, and we work with clients to identify ethical breaches, enhance internal controls and preclude financial and reputational damage. This proactive approach seeks to reduce both business and legal threats by identifying and solving problems quickly and avoiding civil and criminal liability for companies and their leadership. We regularly advise boards of directors and audit and special committees of public and private companies in connection with internal investigations. Our experience includes reviews of internal financial controls and procedures, audits of pension funds, financial reconciliations, forensic data recovery, trade secrets, corporate espionage issues, employee whistleblower complaints, and Section 10A of the Securities Exchange Act of 1934 and Foreign Corrupt Practices Act (FCPA) reviews. We strive to conduct our investigations efficiently and recognize the importance of working to minimize the disruption caused by such an effort while we ensure the investigation is done in a thorough and complete manner. In connection with these investigations, we routinely advise clients on the formulation of compliance programs that strengthen internal controls and provide critical protection against future litigation or civil or criminal enforcement down the road.