Securities Class Action Defense

With a highly experienced team that includes former government lawyers, Venable has a strong track record of achieving successful outcomes for clients in complex securities litigation.

Our team has extensive experience representing companies, officers and directors, auditors, consultants, and underwriters in high-stakes federal and state securities class actions. We are adept at litigating claims under Sections 11, 12, and 15 of the Securities Act of 1933 and Section 10, SEC Rule 10b-5, and Section 20 of the Securities Exchange Act of 1934 arising from allegations of offering fraud, material misrepresentations, accounting fraud, market manipulation, and disclosure-only related allegations arising from potential acquisitions.

Our success is driven by our ability to leverage decades of collective experience in government and enforcement agencies. Several of members of the Venable Securities Class Action Group are former government lawyers with experience enforcing federal securities laws, which is particularly valuable where securities class actions run parallel to related SEC or other regulatory proceedings.  The combined strengths of our team have enabled us to consistently deliver results in cutting-edge and sometimes precedent-setting cases.

Experience
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  • Obtained dismissal on a motion to dismiss in an action brought against a publicly traded issuer and its officers and directors in a securities class action in the Southern District of New York, in which plaintiffs alleged material misrepresentations regarding the company’s operations in China.Plaintiffs brought the class action after a stock price drop arising from a notorious short seller issuing a negative report regarding the issuer. In re Ideanomics Securities Litig., 20 Civ. 4944 (GBD) (S.D.N.Y. March 15, 2022)
  • Negotiated a favorable settlement for a client in a federal securities class action brought in the Southern District of New York alleging material misstatements regarding statements related to the company’s revenues
  • Represented a publicly traded issuer in a securities class action brought in the Middle District of Florida alleging claims, among others under Section 10(b) of the federal securities laws and under state law. After we filed a motion to dismiss, plaintiffs voluntarily dismissed the complaint
  • Representing a publicly traded issuer in a securities class action in the District of New Jersey in alleging claims under federal and state securities laws
  • Represented numerous issuers in disclosure-only actions where plaintiff shareholders filed lawsuits challenging disclosures made to them in proxy statements soliciting support for an M&A transaction
  • Venable is defending an oil exploration and extraction consulting firm against securities fraud claims asserted in the Southern District of New York by shareholders of an oil company that retained our client to assess oil resource reserves in Canada. The case squarely presents this issue of the impact of meaningful cautionary statements contained in consultants’ reports circulated in the securities markets. It is expected to have a direct impact on the evolution of the “bespeaks caution” doctrine
  • Venable successfully defended a national clothing retailer in a securities class action and several shareholder derivative suits alleging damages in excess of $100 million. In the course of the representation, Venable obtained cutting-edge rulings confirming a securities defendant’s ability to discover the identity of an alleged corporate whistleblower (see Lefkoe v. Jos. A. Bank Clothiers, Inc., 577 F.3d 240 (4th Cir. 2009)), and limiting the information available to a prospective plaintiff under §220 of the Delaware General Corporation Law (see Norfolk County Retirement System v. Jos. A. Bank Clothiers, Inc., 2009 WL 353746 (Del. Ch. Feb. 12, 2009))
  • Venable represented Royal Ahold and U.S. Foodservice (USF) in matters arising out of the restatement of Royal Ahold’s financial statements as a result of accounting irregularities of its subsidiary, USF, which resulted in one of the largest securities claim settlements in history. Venable participated in the MDL securities class action brought by shareholders under the anti-fraud provisions of the federal securities laws, and was the lead counsel for Royal Ahold and USF in litigation against the former CEO of USF for breach of his fiduciary duties in connection with the accounting irregularities at USF