Sarah Lightdale represents clients in high-stakes securities and M&A litigation.

Sarah guides public and private companies, individual directors and officers, investment banks, and private equity and venture capital firms through:

  • Securities class actions
  • M&A-related disputes, including fiduciary duty claims, stockholder class actions, appraisal proceedings, and busted deal cases
  • Internal investigations
  • Inquiries by the US Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA)
  • Books-and-records inspection demands
  • Trade secret disputes
  • Contract disputes

She also counsels boards and special committees on transaction processes, fiduciary duties, disclosure obligations, shareholder activism, and regulatory risks.

A trusted advisor to senior management, Sarah brings deep familiarity with Delaware Chancery practice to her clients’ most consequential disputes, including those arising from transformational transactions, disclosure events, and periods of market volatility.

Before rejoining Latham, Sarah was a partner at another global law firm, where she led teams on complex securities and M&A disputes, advised boards on governance, disclosure, and investigations, and held firm leadership roles. She began her career at Latham’s New York office, where she spent over ten years as associate and counsel. She clerked for Judge Eric N. Vitaliano of the US District Court for the Eastern District of New York.

Sarah’s experience includes representing:

  • NVIDIA and certain of its top officers in a securities class action in the US District Court for the Northern District of California, US Court of Appeals for the Ninth Circuit, and US Supreme Court, as well as shareholder derivative litigation in federal courts and the Delaware Court of Chancery*
  • Cantor Fitzgerald and its former chairman and CEO in securing dismissal of a class action in the Delaware Court of Chancery, alleging breaches of fiduciary duty related to the reorganization of BGC Partners from an Up-C to a traditional full C corporation*
  • Oak View Group and an executive in securing a summary judgment victory in the Delaware Court of Chancery against claims for breach of fiduciary duty and conspiracy by a former employee of a sports technology-focused startup*
  • EHang Holdings in securing victory in a securities class action in the US District Court for the Southern District of New York following the publication of a short-seller report involving the company’s revenues and sales contract*
  • GENFIT and its directors and officers in securing a victory in a securities class action in New York Supreme Court alleging the company made false or misleading statements in its initial public offering documents about the clinical trials of its lead drug product candidate*
  • Meredith in securing victory in a consolidated securities class action in the US District Court for the District of Iowa challenging disclosures regarding its acquisition of Time; dismissal was affirmed by the US Court of Appeals for the Eighth Circuit*
  • MindMed (now Definium Therapeutics) in:
    • Pursuing and achieving a favorable resolution of novel litigation in the Southern District of New York that alleged dissidents’ violations of the federal securities laws governing proxy solicitations*
    • Pursuing and achieving a favorable resolution of litigation against a former executive in the US District Court for the District of Nevada for breaching non-disparagement and confidentiality obligations*
    • Defending trade secret litigation in the US District Courts for the Eastern District of Pennsylvania and the District of Delaware
  • CenturyLink (now Lumen) and its directors and officers in successfully resolving securities class action and shareholder derivative suits in a multidistrict litigation in the US District Court for the District of Minnesota, as well as related litigation in Louisiana state court, concerning an alleged cramming scheme*
  • Malibu Boats in a securities class action in the Southern District of New York and related shareholder derivative litigation concerning an alleged channel-stuffing scheme*
  • Outlook Therapeutics in a securities class action in the US District Court for the District of New Jersey following the Food and Drug Administration’s issuance of a complete response letter denying the company’s Biologics License Application for the company’s lead product candidate*
  • Verrica Pharmaceuticals and several of its current and former executives in a securities class action in the US District Court for the Eastern District of Pennsylvania alleging the company misled investors about the prospects for regulatory approval of one of its lead product candidates*
  • Former directors and officers of Altor BioScience in successfully resolving long-running litigation in the Delaware Court of Chancery related to the company’s sale to NantCell*
  • BioIQ in litigation related to its acquisition agreement with LetsGetChecked; following expedited litigation by BioIQ in the Delaware Court of Chancery, the merger was successfully consummated*
  • Former directors and officers of Mindbody in successfully resolving litigation in the Delaware Court of Chancery and US District Court for the Southern District of New York involving breach of fiduciary duty and federal securities fraud claims arising from Vista Equity Partners’ US$1.9 billion buyout of Mindbody*
  • The founder and CEO of a biotech company in an arbitration brought by a former employer alleging misappropriation of trade secrets, breach of fiduciary duty and other claims*
  • A premier boutique investment bank in advising on shareholder disclosure demands and SEC, IRS and FINRA inquiries related to high-profile deals in which it served as financial advisor*
  • An online consumer marketplace and software solutions provider in internal and SEC investigations and related securities class action and shareholder derivative litigation pertaining to its reporting of key business metrics*
  • NewLink Genetics and former directors and officers in successfully resolving a securities class action in the Southern District of New York and the US Court of Appeals for the Second Circuit relating to phase III trial results for its lead drug candidate*
  • Art.com in defending against shareholder claims in Alameda County Superior Court*
  • Former directors of Sequenom in securing a victory in a securities class action suit in the US District Court for the Southern District of California brought by investors alleging the board misled them regarding LabCorp’s US$371 million acquisition of the company*
  • Ooyala Holdings in defending against appraisal claims in the Delaware Court of Chancery*
  • Good Technology and former directors and officers in successfully resolving shareholder litigation in the Delaware Court of Chancery involving breach of fiduciary duty and appraisal claims arising from the company’s sale to BlackBerry*
  • Former directors and officers of Occam Networks in successfully resolving, mid-trial, shareholder litigation in the Delaware Court of Chancery alleging breach of fiduciary duty claims arising from Calix’s acquisition of Occam*

*Matters handled prior to rejoining Latham

Bar Qualification

  • New York

Education

  • JD, New York University School of Law, 2005
  • BA, Columbia University, 2001
    cum laude

Languages Spoken

  • English