Securities and M&A Litigation

Latham’s Securities and M&A Litigation team brings an exceptional track record of wins for clients in the most complex and high-stakes disputes in securities class actions and derivative litigation, M&A litigation, SEC and regulatory enforcement, and accountants’ and professional liability matters.  

Securities Litigation

Latham’s Securities Litigation group is unmatched in handling high-profile disputes and is renowned for its seasoned trial lawyers and team of former SEC and DOJ officials. We represent Fortune 500 companies, emerging companies, boards of directors, and global financial institutions, achieving hundreds of victories in federal and state courts. 

We handle every type of securities litigation, including:

• Securities class actions
• Stockholder derivative suits 
• IPO and direct listing litigation
• SPAC-related securities litigation
• Books and records demands 
• Audit & Special Litigation Committee investigations

Our approach to securities cases is simple: identify the most expedient, cost-effective means of ending the litigation with the least disruption to the client and its business. We have obtained dismissals and favorable settlements in innumerable multi-billion-dollar cases.  In the rare instances where trial is unavoidable, Latham is best positioned to represent our clients in achieving the optimal results, as our securities litigators are also skilled trial lawyers.  

M&A Litigation

Our M&A Litigation team excels in navigating complex disputes arising from public and private transactions, corporate control issues, and other stockholder disputes. We are a leading firm for Delaware corporate litigation, obtaining decisive victories in the Delaware Court of Chancery and the Delaware Supreme Court, along with other key jurisdictions. 

Where necessary, we defeat preliminary injunctions that threaten to delay or prevent a deal from closing. Our strong track record of winning post-close damages claims at the motion to dismiss stage and at trial has enabled our clients to avoid significant potential liability and to maximize the business benefits of a transaction.

We handle all types of litigation that can arise both pre- and post-signing, including:

• Breach of fiduciary duty suits, such as stockholder class actions, derivative actions, poison pill cases, and disclosure suits
• Appraisal actions
• Corporate control disputes, including hostile takeovers, activism defense, and proxy contests
• Contract disputes, including material adverse effect (MAE), covenant breach, and other “busted deal” litigation; indemnification/representations and warranty claims
• Earnout disputes and other post-closing disputes

The leading plaintiffs’ firms in this space know that we will take cases to trial and win. We are one of the very few firms with the demonstrated ability to take “entire fairness” cases to trial in Delaware — and win them. 

We consult early with potential acquirers, targets, and financial advisors on deal protection measures, conflicts of interest, and disclosure obligations. We are business-minded and work closely with our clients to empower them to achieve their business goals, while mitigating litigation risk.

Complex Derivative Actions & Stockholder Demands

We guide clients through stockholder derivative and corporate governance matters, navigating the intricate intersection of corporate governance and derivative liability. When stockholders seek to compel our clients to sue their officers and directors or other parties, we routinely win dismissal on the pleadings, defeating stockholder standing before any discovery is taken. We also work hand-in-hand with our clients to dissuade stockholders from pursuing litigation threatened in demands, or resolve threatened claims on highly favorable terms. 

SEC & Regulatory Enforcement 

Our team leverages a long-standing history with the SEC. Latham partners have served at the highest levels of the Commission. The group also includes highly experienced former federal prosecutors with extensive trial experience in securities matters. 

Our practical experience with policymakers, regulators, and prosecutors affords us invaluable insight and keen judgment when developing a tailored strategy for each matter and each client. While we often succeed in avoiding charges altogether, Latham has an enviable record of defeating government prosecutions and regulatory action before and at trial, including full acquittals.

Accountants’ & Professional Liability

Our market-leading team has earned an impressive reputation for defending the Big 4 and other major accounting firms in their most high-profile professional liability matters across venues. This record includes winning rare jury trials of major civil securities fraud cases, as well as before the US Supreme Court. We routinely defend firms, as well as individual accountants, skillfully handling matters that may include multiple prongs, such as civil and criminal litigation, and investigations involving the Public Company Accounting Oversight Board (PCAOB). We also frequently represent US accounting firms in non-US proceedings around the globe, as well as international accounting organizations in both US and global matters.