Contacts:
Ty Cobb, Washington, D.C.
Steven M. Edwards, New York
Dennis H. Tracey III, New York
Michael J. Shepard, San Francisco
Norman J. Blears, Silicon Valley
George H. Mernick III, Washington, D.C.

Securities and corporate governance litigation presents actual or potential challenges on multiple fronts. Hogan & Hartson’s lawyers have an impressive track record of successfully and efficiently representing companies, board committees, officers, directors, and outside professionals on all of those fronts. Whether the specific matter involves stockholder lawsuits, civil or criminal enforcement activity, legislative or regulatory inquiries, or a combination of these, Hogan & Hartson has the right team of experienced lawyers to meet our clients’ needs.

Stockholder Class Actions and Individual Suits

• Hogan & Hartson has a long history of success in defending against securities class actions and claims by individual stockholders. Our lawyers include some of the few to have successfully tried securities class actions to a jury, such as the Mentor Graphics and recent JDS Uniphase cases, both of which resulted in complete defense verdicts, and Primus Telecommunications, in which we obtained a directed verdict for our clients that was affirmed on appeal.
• Our securities litigation attorneys include members of the American College of Trial Lawyers, and many who have received national recognition by Chambers USA, Best Lawyers in America, and other publications.
• Our lawyers have represented issuers, directors, officers, board committees, accounting firms and accountants, partnerships and general partners, venture capital firms, hedge funds, investment banks, and others in every type of securities litigation. Our clients come from virtually every industry, including financial services, life sciences, technology, manufacturing and consumer products.
• Many of our lawyers have defended the largest international accounting firms, their national member firms, and individual accountants in securities, professional liability, and related matters.
• We have a broad understanding of both the accounting principles upon which many securities cases focus, and the issues that commonly arise in the defense of accounting firms.
• We work in tandem with Hogan & Hartson’s financial services practice when banks or other financial institutions are sued under the securities laws.
• Our lawyers have presented innovative arguments leading to many groundbreaking developments in securities litigation, and are recognized as leaders in applying principles of economics and finance to legal issues. Members of our team pioneered the so-called “truth in the market” defense and obtained what we believe was the first published decision that accepted the theory. We have argued one of the leading Supreme Court cases construing the securities laws, and litigated the application of Supreme Court and other appellate decisions regarding the pleading standards in private securities litigation, causation, proportionate fault, damages, and secondary liability. We regularly work closely with economists and others to develop theories and testimony that take advantage of these and other recent legal developments.

• The extensive government experience of many of our lawyers strengthens our ability to assist clients in avoiding or defending against investigations and enforcement actions commenced by the Securities and Exchange Commission (SEC), and proceedings instituted by the Department of Justice (DOJ) or state prosecutors. Our group includes numerous former prosecutors, regulators, and enforcement attorneys, including five former U.S. Attorneys and several former Assistant U.S. Attorneys, a former Regional Director of the SEC, a former member of the SEC General Counsel’s Office, and other former SEC attorneys and senior-level SEC officials.

• We have represented numerous defendants and special litigation committees in response to derivative claims that directors or officers have breached their fiduciary duties of care and loyalty, or engaged in other alleged misconduct.

• Our lawyers represent corporations, directors, and officers in litigation asserting challenges to corporate control. We have extensive experience in litigation involving tender offers, mergers, acquisitions, and proxy contests. Our litigators work in tandem with Hogan & Hartson’s premier corporate practice to provide knowledgeable, timely guidance and representation in crisis situations.

• When the matters at issue in securities litigation attract congressional attention, Hogan & Hartson’s extensive legislative practice and experience helps clients navigate congressional investigations and hearings.

• Securities litigation increasingly transcends national borders. Hogan & Hartson’s offices throughout the United States, and our 14 offices overseas, enable us to field a team that operates seamlessly around the world in real time.
• Hogan & Hartson’s international offices provide timely and informed attention to foreign regulatory implications of the matters at issue in corporate and securities litigation, and help our U.S.-based lawyers respond quickly and effectively to the need to produce documents or witnesses from abroad.
• Our non-U.S. offices assist local institutions and individuals in navigating the complexities of litigation in the United States, while working in tandem with our U.S.-based lawyers who handle the litigation in court.

• We regularly conduct special investigations into claims or suspicions of wrongdoing by corporate employees, and advise boards of directors, audit and special board committees, and senior management about complex interrelated disclosure, accounting, and compliance issues.
• Hogan & Hartson recognizes that there is no one-size-fits-all approach. We work to understand our client’s business operations and priorities, and adopt investigative tools to the size and scope of each engagement, with the goal of identifying violations or potential hazards effectively, efficiently, and with a minimum amount of disruption to our client’s business and personnel.
• In many engagements, our work has helped persuade enforcement officials and private litigants to drop proceedings against our clients or to settle charges and claims favorably.

• As a result of our experience litigating the types of claims that may give rise to coverage under D&O policies, our lawyers are adept in advising clients regarding coverage, claims resolution, and underwriting issues.