Contacts:
Ty Cobb, Washington, D.C.
Steven M. Edwards, New York
Dennis H. Tracey III, New York
Joseph M. Hassett, Washington, D.C.

Litigation involving a company’s securities or corporate governance strikes at its core. Recognizing this, Hogan & Hartson has established a corporate and securities litigation practice whose lawyers combine effective courtroom skills with diverse experience in corporate affairs and focused knowledge of complex regulatory issues. We frequently litigate cases arising under the federal securities laws, and have particular experience in cutting-edge issues arising under the Private Securities Litigation Reform Act of 1995, Sarbanes-Oxley, and the many other developing areas of federal securities law. Our broad-ranging practice takes us to federal and state trial and appellate courts throughout the United States. We also have a substantial practice relating to corporate governance and partnership law that frequently involves litigation in Delaware Chancery Court.

Our multidisciplinary team of lawyers has experience in all aspects of securities litigation involving mergers, hostile takeovers, tender offers, financial reporting and disclosure to public stockholders, the fiduciary duties of officers, directors and general partners, and a variety of issues relating to insider trading and short-swing profits.

Our lawyers have unique experience in defending top-tier accounting firms in complex class action securities cases. We have developed a broad understanding of the diverse application of accounting principles to complex transactions, as well as the strengths and limitations of financial statement audits.

Members of our corporate and securities litigation practice represent corporations, their directors, general partners of limited partnerships, accounting firms, investors, and investment advisors facing a variety of government investigations and enforcement actions.

Related Experience

• We successfully represented investors in a case in which the U.S. Supreme Court ruled on implied rights of action under Section 14 of the Securities Exchange Act.
• We represent former WorldCom, Inc. CEO, Bernard J. Ebbers, in multidistrict federal securities law and ERISA class action litigation filed in the wake of the WorldCom bankruptcy, as well as in a suit brought by former New York Attorney General, Elliot Spitzer. We successfully settled the ERISA cases on Mr. Ebbers' behalf and vigorously defended him in the other matters until the filing of criminal proceedings against him, at which time we were able to obtain a stay of all civil proceedings.
• The firm advised Harmony Gold Mining Company Limited in connection with a two-phase tender offer Harmony made to the shareholders of Gold Fields Limited. In connection with the first-phase of that offer, the U.S. District Court for the Southern District of New York denied Gold Field's injunction request, finding that Gold Fields had failed to offer sufficient evidence to support its claim that Harmony's offering documents were misleading and failed to make a showing of irreparable harm necessary to support its request for injunctive relief. Gold Fields subsequently withdrew its complaint.
• We successfully defended the world's largest manufacturer of truck trailers in litigation under both the Securities Act and the Securities Exchange Act resulting from a restatement of past financial results.
• We represented Symbol Technologies in securities litigation alleging violations of SEC proxy rules in connection with directors’ stock option plans. The suit broadly alleged that corporations were obligated to provide Black-Scholes valuations to options awarded to directors. We obtained dismissal of the complaint, which was affirmed by the Second Circuit in a decision that has been followed in other circuits.
• We successfully completed negotiation of the settlement of a multibillion dollar Rule 10b-5 class action against our client, a major power company. The negotiations involved extensive multiparty mediation proceedings.
• We represented an international accounting firm in defense of class action litigation and in connection with an investigation by the U.S. Securities and Exchange Commission.
• We successfully represented a major publicly-traded hotel corporation and its affiliates in class action litigation in the Delaware Chancery Court asserting breaches of fiduciary duty in connection with a tender offer by an affiliate of the general partner of a partnership.
• We obtained dismissal of a financial services company’s affiliate from a federal securities class action in Tampa, Florida
• We represented Havas Advertising in a class action suit against it in Delaware Chancery Court arising out of a cash-out merger of the tracking stock of a subsidiary of Snyder Communications.
• On behalf of a prominent investor, we obtained dismissal of all federal securities class action lawsuits consolidated in the U.S. District Court for the District of Columbia relating to his prior role at a Fortune 500 company.
• We obtained a directed verdict for a publicly-traded telecommunications company and its directors in a federal securities fraud trial.
• We obtained dismissal of a putative class action securities fraud lawsuit on behalf of client Duratek that claimed violations of sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On appeal, the U.S. Court of Appeals for the Fourth Circuit affirmed the dismissal.