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Larry Gangnes
206.223.7036
gangnesl@lanepowell.com

Milo Petranovich
503.778.2114
petranovichm@lanepowell.com

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Securities Litigation

The Securities Litigation Practice Group includes trials and appeals in all state and federal courts; federal, state and self-regulatory administrative agency proceedings; and arbitrations under the auspices of the New York Stock Exchange, National Association of Securities Dealers, American Arbitration Association, Municipal Securities Rulemaking Board and Chicago Board Options Exchange. We have also handled investigations by the SEC and state securities administrators, NASD District Business Conduct Committee proceedings and appeals to the NASD Board of Governors. Clientele consists of national and regional brokerage and municipal finance firms as well as issuers of securities, their officers and directors, accountants and counsel.

We have experience in handling a wide variety of cases involving:

  • Stocks
  • Bonds
  • Investment contracts and annuities
  • Initial public offerings
  • Limited partnership offerings
  • Merger and acquisition litigation
  • Options
  • Commodities
  • Futures contracts
  • Index options
  • Repo arrangements and reverse repurchase agreements
  • Proxy disputes and registration statements

Cases we have handled include legal issues under the federal and state securities laws, federal and state RICO, and common law claims of all kinds.

In addition to our securities litigation practice, we handle a wide variety of general securities work. We also represent companies in connection with the issuance and underwriting of debt and equity offerings, and in compliance work regarding provisions of federal and state law.

Each Lane Powell client is served by a principal attorney who is responsible for the Firm’s services to that client. This assures that all attorneys working on the client’s matters have a current understanding of the business goals and legal needs of the client. The arrangement also provides effective cost management and clear accountability to the client.

Securities Litigation

Calo, Robert R.

Calo, Robert R.

Shareholder
Portland
503.778.2104
calor@lanepowell.com
Devlin, John S. III

Devlin, John S. III

Shareholder
Seattle
206.223.6280
devlinj@lanepowell.com
Engbloom, Julie M.

Engbloom, Julie M.

Shareholder
Portland
503.778.2183
engbloomj@lanepowell.com
Englund, Rudy A.

Englund, Rudy A.

Shareholder
Seattle
206.223.7042
englundr@lanepowell.com
Friedman, Ronald J.

Friedman, Ronald J.

Shareholder
Seattle
206.223.7032
friedmanr@lanepowell.com
Gangnes, Larry S.

Gangnes, Larry S.

Shareholder
Seattle
206.223.7036
gangnesl@lanepowell.com
Hawkes, Peter

Hawkes, Peter

Shareholder
Portland
503.778.2165
hawkesp@lanepowell.com
Hudson, Charles F.

Hudson, Charles F.

Shareholder
Portland
503.778.2178
hudsonc@lanepowell.com
Larsen, Janet Knauss

Larsen, Janet Knauss

Shareholder
Portland
503.778.2154
larsenj@lanepowell.com
Meenaghan, Brian J.

Meenaghan, Brian J.

Shareholder
Seattle
206.223.6274
meenaghanb@lanepowell.com
Morgan, Michael E.

Morgan, Michael E.

Shareholder
Seattle
206.223.7013
morganm@lanepowell.com
Neeleman, John R.

Neeleman, John R.

Shareholder
Seattle
206.223.7985
neelemanj@lanepowell.com
Nesteroff, Michael A.

Nesteroff, Michael A.

Shareholder
Seattle
206.223.6242
nesteroffm@lanepowell.com
Petranovich, Milo

Petranovich, Milo

Shareholder
Portland
503.778.2114
petranovichm@lanepowell.com
Spellman, David C.

Spellman, David C.

Shareholder
Seattle
206.223.7392
spellmand@lanepowell.com
Stoetzer, James B.

Stoetzer, James B.

Shareholder
Seattle
206.223.7019
stoetzerj@lanepowell.com
Urbach, Tanya Durkee

Urbach, Tanya Durkee

Shareholder
Portland
503.778.2125
durkeet@lanepowell.com
Voyles, David R.

Voyles, David R.

Attorney
Seattle
206.223.6252
voylesd@lanepowell.com
Wells, Christopher B.

Wells, Christopher B.

Shareholder
Seattle
206.223.7084
wellsc@lanepowell.com
White, Janis G.

White, Janis G.

Shareholder
Seattle
206.223.7031
whitej@lanepowell.com
Wilson, Erin M.

Wilson, Erin M.

Attorney
Seattle
206.223.7432
wilsonem@lanepowell.com

Securities Litigation

Date
Title
06.21.2011

US Supreme Court Declines to Expand Liability to Secondary Actors in Securities Cases

In December 2010, the U.S. Supreme Court heard oral arguments in Janus Capital Group, Inc. v. First Derivative Traders. The Court considered whether Janus Capital Group (“JCG”), as an investment adviser to Janus Investment Fund, may be sued as a primary violator of Section 10(b) and Rule 10b-5. Last week, the Court issued a 5-4 decision and declined to expand 10b-5 liability to JCG. The Court held that JCG could not be sued as a primary violator of federal securities laws because it did not have the “ultimate authority” to make the allegedly misleading statement issued by the Janus Investment Fund. The Court’s decision rejects a significant expansion of potential federal securities law liability for a broad range of secondary actors and advisers who do not control the content of the issuer’s allegedly misleading statement, including attorneys, accountants and others.

06.15.2011

Halliburton: US Supreme Court Resolves Circuit Split on Loss Causation

In Erica P. John Fund, Inc. v. Halliburton Co. (No. 09-1403), the U.S. Supreme Court reversed the Fifth Circuit Court of Appeals and held that a securities fraud plaintiff need not establish “loss causation,” i.e., that the defendant’s alleged misrepresentation caused the plaintiff an economic loss, in order to obtain class certification. In so ruling, the Court resolved a split among the Fifth Circuit and the precedents of other Circuits, several of which had already declined to require securities fraud plaintiffs to prove loss causation at the class certification stage. This decision removes a major hurdle for class action plaintiffs in the Fifth Circuit. In Circuits other than the Fifth Circuit, the Halliburton decision should have little impact on securities fraud class action cases.

04.21.2011

Supreme Court Rejects Bright-Line Test for Determining Materiality in Securities Fraud Cases

On March 22, 2011, the Supreme Court issued a unanimous opinion in Matrixx Initiatives v. Siracusano, that reaffirmed its long-standing test for determining materiality with respect to securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, and rejected a “bright-line” materiality rule based on whether or not there was a “statistically significant number” of adverse events.

09.13.2010

Aiding and Abetting Liability Under State Securities Statutes

Hawkes, Peter

In Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., 552 U.S. 148 (2008), the U.S. Supreme Court firmly closed the door on plaintiffs seeking to sue on the basis of aiding and abetting for federal securities fraud under Section 10(b) of the Securities Exchange Act of 1934. Building on an earlier decision in which it held that Section 10(b) did not impose aiding and abetting liability, Central Bank of Denver v. First Interstate Bank of Denver, 511 U.S. 164 (1994), the Court clarified that secondary actors involved in securities transactions cannot be held liable based on the “scheme liability” theory. The Stoneridge decision was tremendously comforting to many professionals involved in securities transactions, such as attorneys and accountants, who had much to fear from an expansion of potentially devastating civil liability for federal securities fraud.

01.26.2010

SEC Announces Sweeping Changes to Encourage Individuals and Companies to Cooperate and Assist in Investigations

Earlier this month, the Securities and Exchange Commission (“SEC”) announced a series of measures intended to further strengthen its enforcement program by encouraging greater cooperation from individuals and companies in the agency’s investigations and enforcement actions. The SEC termed this a “cooperation initiative.” As the SEC press release noted, “[t]he cooperation initiative is expected to result in invaluable and early assistance in identifying the scope, participants, victims and ill-gotten gains associated with fraudulent schemes.”

01.25.2010

The Future of Aiding and Abetting Liability

In 1994, the Supreme Court ruled that Section 10(b) does not provide for aiding and abetting liability, and thus held that a private plaintiff may not maintain a secondary liability suit under Section 10(b). Central Bank of Denver v. First Interstate Bank of Denver, 511 U.S. 164 (1994). In 2008, the Court reaffirmed its ruling in Central Bank by extending the principle to bar not only a private right of action against aiders and abettors (such as lawyers, accountants and investment bankers), but also claims based upon “scheme liability” involving secondary parties. Stoneridge Investment Partners LLC v. Scientific-Atlanta Inc., 552 U.S. 148 (2008).

01.05.2010

Broadcom: Lessons From the Frenzy Over Stock Options Backdating

Last month, a federal judge in Santa Ana, Calif., dismissed with prejudice federal criminal fraud charges against several Broadcom Corp. executives and essentially terminated one of the last of the stock options backdating cases brought by federal prosecutors. As the dust settles on this case, there are lessons to be drawn from that one case and from the plethora of investigations the government commenced on the issue of stock options backdating.

10.20.2009

The SEC and CFTC Recommend Significant Changes to the Regulatory Landscape Governing Securities Derivatives and Futures Products

The Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”) issued a joint report on Friday, October 16, 2009, recommending a series of proposals to strengthen the agencies’ oversight and enforcement capabilities of new securities and futures products. The “Joint Report of the SEC and the CFTC on Harmonization of Regulations” provides 20 recommendations to both Congress and the agencies themselves that, if implemented, would significantly align SEC and CFTC rules regarding markets, financial intermediaries, enforcement operations and operational coordination between the two agencies.

03.16.2009

Simmonds Short-Swing Profits Cases Dismissed with Prejudice

Lane Powell teamed with national law firms in successfully defending eight investment bank clients in 54 derivative shareholder actions, brought in federal court in Seattle late in 2007. These dismissals will eliminate exposure to untold millions of dollars in damage claims. In an order filed on March 12, The Honorable James Robart, United States District Court for the Western District of Washington, granted issuer Motions to Dismiss in the 30 cases in which the issuers had filed the motions. That dismissal was based on an inadequate demand made by Plaintiff to the issuers and is without prejudice. In the remaining 24 cases, Judge Robart granted our eight underwriter defendants’ omnibus Motion to Dismiss the complaints with prejudice. View full article (PDF).

01.16.2008

Supreme Court Rejects “Scheme Liability” in Section 10(b) Securities Cases

In a widely-anticipated decision, the Supreme Court yesterday refused to expand the implied private right of action for securities fraud under Section 10(b) to include investor claims for so-called “scheme” liability against those who advise or do business with securities issuers. In Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., No. 06-43 (U.S. January 15, 2008), the Court held that Section 10(b) does not permit investors to recover from a “secondary” party that allegedly participates in a fraudulent scheme with an issuer, unless that party violates a duty to disclose in doing so, or the investors relied on that party’s public misstatements or acts. View full article (PDF).

07.02.2007

U.S. Supreme Court Construes “Strong Inference” of Scienter Requirement Under PSLRA in Favor of Defendants

The Private Securities Litigation Reform Act (“PSLRA”) was enacted in 1995 as a check against abusive private federal securities fraud lawsuits, and requires plaintiffs bringing such suits to meet exacting pleading requirements. On June 21, 2007, the United States Supreme Court decided Tellabs, Inc. v. Makor Issues & Rights Ltd., ___ S.Ct. ___, 2007 WL 1773208, a class action alleging that defendants engaged in securities fraud in violation of Section 10(b) of the Securities Exchange Act and SEC Rule 10b-5. In Tellabs, the Court resolved a disagreement among the federal Courts of Appeals whether, and to what extent, a court must consider competing inferences in determining whether a plaintiff’s securities fraud complaint gives rise to a “strong inference” that the defendants acted with “scienter,” meaning that they intended to “deceive, manipulate or defraud,” as required under the PLSRA’s heightened pleading requirements, 15 U.S.C. § 78u-4(b)(2). View full article (PDF).