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Tanya Durkee Urbach
503.778.2125
durkeet@lanepowell.com
Douglas W. Greene
206.223.6103
greened@lanepowell.com
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Securities Litigation
Lane Powell’s Securities Litigation Group handles a diverse set of matters, including:
- Securities class actions
- Individual, non-class securities actions
- Shareholder derivative actions
- Shareholder challenges to mergers and acquisitions
- Disputes between parties to a merger or acquisition
- Contests for corporate control
- SEC and DOJ investigations and enforcement actions
- Internal corporate investigations, including representation of independent committees of boards of directors
- Claims against broker-dealers
Our securities litigators are among the most respected and experienced practitioners in the profession. We were recently ranked the second busiest securities litigation practice in the nation, as published in the Law360 Litigation Almanac. Although our securities litigation practice is active, our Firm has a culture of hands-on case management. Our partners closely supervise and actively work on our cases.
Lane Powell is Your Pacific Northwest Law Firm®, but our geography does not limit the reach of our practices. Our securities litigation practice is a good example. We serve a wide range of clients in litigation around the country. Our securities litigators have defended companies such as Alltel, Boeing, Cutter & Buck, Expedia, Jones Soda, L&L Energy, Liberty Mutual, Micron Technology, Nordstrom, OfficeMax, Primo Water, Safeco, TriQuint Semiconductor, and Zumiez.
Our securities litigation team comprises both attorneys whose practices are devoted to securities litigation and accomplished trial attorneys with a distinct emphasis in securities litigation. We have an excellent track record in obtaining dismissals prior to any discovery. But when a case survives a motion to dismiss, our attorneys know how to prepare a case for trial, and our trial attorneys stand ready to try even the largest securities class action.
Our team also includes former senior SEC enforcement and Department of Justice officials, including the former U.S. Attorney for the District of Oregon, and former state securities regulators. We can ably navigate government enforcement matters, whether it is a stand-alone matter or related to private securities litigation.
Securities Litigation
Securities Litigation
Securities Litigation
How to Solve the Flawed Confidential Witness Issue
Greene, Douglas W.Lane Powell Shareholder Doug Greene authored an April 8 Law360 article titled “How to Solve the Flawed Confidential Witness Issue.” In the article, Greene discussed the recurring and pervasive problem of flawed confidential witness (“CW”) allegations, the importance of solving it, and tips for reforming the CW process.
Urbach Featured in Law360 Securities Q&A
Urbach, Tanya DurkeeLane Powell Shareholder Tanya Urbach participated in Law360′s Securities Q&A published on February 15. Among other things, Urbach discussed the most challenging deal she has worked on, aspects of her practice area that need to be reformed, and what she has learned from her early mistakes. Law360 is a news source that covers a wide range of news from a large spectrum of practice areas.
Director Service — Is it Safe to Serve on a Public Company’s Board of Directors?
Greene, Douglas W.Lane Powell Shareholder Doug Greene authored an article in Seattle Business magazine’s February issue titled “Director Service — Is it Safe to Serve on a Public Company’s Board of Directors?” In the article, Greene discussed whether or not it is safe to serve on the board of directors for a public company, as well as a number of preventative measures that can be taken to mitigate the risk of liability.
DOJ and the SEC to U.S. Businesses: We Expect Action on Effective Compliance Programs
Holton, Dwight C.Based on my experience as a U.S. Attorney, I see the new joint Department of Justice (“DOJ”) and Securities Exchange Commission (“SEC”) Resource Guide to the Foreign Corrupt Practices Act (“FCPA”) as a game changer that presents important opportunities for clients with an international footprint. The message from Lanny Breuer at DOJ and Rob Khuzami [...]
DOJ and SEC Issue Guidance on FCPA Matters
After months of delays, the Securities Exchange Commission (“SEC”) and Department of Justice (“DOJ”) released its guidance on matters regarding the U.S. Foreign Corrupt Practices Act (“FCPA”). On November 14, 2012, the DOJ and the SEC released a 120-page “Resource Guide” to the FCPA.
A Potential Partial Solution to the M&A Litigation Problem
Greene, Douglas W.Lane Powell Shareholder Doug Greene authored a November 1 Law360 article titled “A Potential Partial Solution to the M&A Litigation Problem.” The article was originally posted in the Firm’s blog “D&O Discourse.” In the article, Greene discussed the problem relating to the explosion of merger and acquisition (“M&A”) cases and possible solutions for solving it.
Behind the Scenes of the SEC-Citigroup Settlement
Greene, Douglas W.Lane Powell Shareholder Doug Greene authored an October 19 Law360 article titled “Behind the Scenes of the SEC-Citigroup Settlement Drama.” The article, which was originally posted on the Firm’s D&O Discourse blog, discussed the appeal of Judge Jed Rakoff’s rejection of the settlement between the U.S. Securities and Exchange Commission and Citigroup.
Lessons From In Re Rigel Pharmaceuticals
Greene, Douglas W.Tranetzki, Kristen
Lane Powell attorneys Doug Greene and Kristen Tranetzki co-authored an article on September 19 in Law360 titled “Lessons From In Re Rigel Pharmaceuticals.” The article discusses the Ninth Circuit’s recent affirmance of the dismissal of In re Rigel Pharmaceuticals Inc., a putative securities class action. Plaintiffs alleged that the clinical-stage drug development company made false or misleading statements regarding the results of a clinical drug trial. The district court dismissed the action. The Ninth Circuit affirmed. Greene and Tranetzki commented on the Ninth Circuit’s decision.
The Bank is Open: SEC Investor Protection Fund Poised to Pay Whistleblower Bounties
Greene, Douglas W.Peterson, Michelle
Lane Powell Shareholders Doug Greene and Michelle Peterson authored an article in Seattle Business magazine’s September 2012 issue titled “The Bank is Open: SEC Investor Protection Fund Poised to Pay Whistleblower Bounties.” In the article, Greene and Peterson discussed the Dodd-Frank Wall Street Reform and Consumer Protection Act and its effect on Washington businesses and the U.S. Securities and Exchange Commission.
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.
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.
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.
Aiding and Abetting Liability Under State Securities Statutes
Hawkes, PeterIn 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.
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.”
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).
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.
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.
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).
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).
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).