Joshua Hamilton, a first-chair trial lawyer, represents companies, boards of directors, and senior executives in securities and corporate governance-related litigation and investigations, defense of class actions, and other high-stakes commercial disputes. His clients range from emerging growth-stage through mature public companies and investment firms. He is consistently recognized for successfully leading significant and complex matters in both California and other jurisdictions across the nation, and serves in leadership roles in the Los Angeles County and Federal Bar Associations.
In securities and corporate governance litigation, Mr. Hamilton has substantial experience representing public companies, private equity and venture capital firms, investment banks, and officers and directors in securities class actions, shareholder derivative actions, corporate governance/derivative disputes, and “deal cases” challenging mergers and acquisitions. Many of these cases involve claims arising out of public offerings, disclosure obligations, proxy contests, alleged insider trading, accounting practices, or allegations of breaches of fiduciary duties.
Mr. Hamilton also represents clients in investigations and proceedings initiated by the Securities and Exchange Commission (SEC), US Department of Justice (DOJ), and other government agencies. He regularly counsels public and private companies and their boards on corporate governance and disclosure issues, and represents special committees of boards of directors in internal investigations.
Mr. Hamilton’s practice in complex litigation and trials is also vast. He has significant experience representing clients in both the trial and appellate courts in lawsuits relating to ownership disputes, competitor interference, class actions, consumer protection, and real estate.
Among his recognitions, Mr. Hamilton has also been ranked in The Legal 500 and Chambers USA where clients noted his “bright and detail-oriented approach to securities litigation work” and that they “could not more highly recommend him.” Benchmark Litigation also named him a Litigation Star in 2020-2021 and The Los Angeles Business Journal selected Mr. Hamilton as one of the Top Litigators in Los Angeles in 2018, an exclusive list of attorneys who “you want in your corner.” Mr. Hamilton has been recognized as a Super Lawyer in Securities Litigation by Southern California Super Lawyers every year since 2014.
Community and Professional Involvement
Mr. Hamilton is very active in bar and community activities. He is the former chair of the Executive Committee of the Litigation Section of the Los Angeles County Bar Association, and also currently serves as a member of the Complex Courts Committee for LACBA. He was a longstanding board member of the Independent School Alliance for Minority Affairs, a non-profit organization focused on providing educational opportunities for underserved minority children, and in 2016 received the Impact Award at its annual Gala. He also serves on the Board of Directors of the Western Center of Law and Poverty and on the Board of Trustees of the Federal Bar Association.
Mr. Hamilton’s experience includes representing:
A fitness company and its officers and directors in a federal securities class action alleging material misstatements and omissions in IPO offering materials. The Federal Court granted our motion to dismiss all claims with prejudice, resulting in the subsequent dismissal of a parallel class action filed in state court.
- A data storage company and its officers and directors in state and federal securities class actions relating to one of the largest initial public offerings of 2017. Mr. Hamilton successfully argued in the Nevada District Court for a stay of the first-filed state court action, which was affirmed by the Nevada Supreme Court after briefing and oral argument.
- The former Chief Operating Officer of one of the largest publicly traded trucking companies in criminal and SEC cases asserting charges for securities fraud and conspiracy.
- Chief Financial Officer of a public semiconductor company in a securities class action brought in the Northern District of California. Obtained dismissal with prejudice on all claims, including control person claims.
- Group of investment banks that served as underwriters facing a securities class action relating to an IPO and two secondary offerings of SeaWorld Entertainment stock. Obtained dismissal of all claims.*
- Former senior officers of the then-largest lender in the country in numerous securities lawsuits and government investigations, relating to residential mortgage-backed securities, spanning a period of approximately eight years.*
- A public gaming company and its senior management in a securities class action and derivative case relating to alleged accounting misstatements. Cases resulted in settlements approved by the courts.*
- Closed-end mutual funds in a matter of first impression relating to charter amendments eliminating appraisal rights under Maryland law. Obtained dismissal with prejudice in the Circuit Court for Baltimore City, Maryland.*
- Intrawest in defense of claims alleging violations of Interstate Land Sales Full Disclosure Act, a statute modeled after federal securities laws. Prevailed at trial on all of Plaintiffs’ claims, with Plaintiffs recovering nothing. Judgment affirmed in full on appeal.*
- Former executives of Countrywide Financial Corporation in numerous matters relating to allegations of state and federal securities and banking law violations in connection with mortgage-backed securities. In one of the early cases, obtained dismissal with prejudice of claims against former Chief Financial Officer in a matter of first impression relating to officers’ liability for shelf-offerings and statutes of limitations.*
Corporate Governance & Ownership Disputes
- Internet marketing company and its founders in defense of claims by another individual claiming he is a founder of the company and entitled to ownership rights.
- Owners of renewable energy companies against claims asserting ownership by third-party.
- Senior executives in shareholder derivative actions in multiple jurisdictions relating to alleged accounting improprieties and financial misstatements.
- Special review committee of independent directors in connection with a shareholder derivative demand investigation and subsequent shareholder derivative lawsuit. Case resulted in settlement approved by court.*
- Hedge fund in dispute with purported investors over royalty payments for slate of studio motion pictures.*
Government and Internal Investigations
- Investment bank in insider trading investigation.
- Former Chief Financial Officer in an investigation into company’s revenue recognition practices by SEC.
- Developer in investigation of alleged corruption in city government by United States Attorney’s Office in Central District of California.
- Entertainment company in internal investigation regarding corporate culture.
- Manager of multiple real estate special purpose vehicles in formal SEC investigation relating to profit allocations and custody issues. SEC concluded the investigation with a recommendation of no charges.*
- Investment advisor in SEC enforcement investigation relating to trade allocations for client accounts.
- Former executives of lending institution in DOJ investigation under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989. After a two-year investigation, the DOJ closed its investigations with no charges being filed.*
Complex Commercial Litigation
- Maker of the famous Sriracha sauce in post-trial motions challenging adverse jury verdict. Mr. Hamilton and his team were engaged following the jury’s verdict.
- Member of Board of Directors of entertainment company in high-profile putative class action alleging civil Racketeer Influenced and Corrupt Organizations Act (RICO) and state law violations.
- Joint venture as first-chair in commercial arbitration for breach of environmental indemnity agreement. The case related to the development of one of the largest multi-use developments in Downtown Los Angeles. Obtained a multi-million dollar arbitration award and defeated all cross-claims, in addition to the client receiving a multi-million dollar award of fees as prevailing party.*
- Led joint effort between litigation and legislative affairs group resulting in Congress unanimously enacting the Credit and Debit Card Clarification Act of 2007. The statute retroactively amended the Fair and Accurate Credit Transaction Act (FACTA), resulting in elimination of damages for hundreds of companies across the country.*
- LaSalle Investment Management, a Real Estate Investment Trust, in litigation relating to US$21 million option and take-out agreements.*
- Kroger Co. and its subsidiaries and employees in defense of claims brought under RICO. Obtained dismissal of all claims with prejudice, which was affirmed on appeal by the Ninth Circuit.*
*Matter handled prior to joining Latham
Recent Thought Leadership and Speaking Engagements
- “US Supreme Court Upholds SEC’s Authority to Seek Disgorgement,” Latham & Watkins Client Alert (June 2020)
- “Supreme Court Ruling Extends Reach of Primary Liability for Securities Fraud,” Latham & Watkins Client Alert (April 2019)
- “Supreme Court: SLUSA Does Not Prohibit State Court Jurisdiction Over Securities Act Class Actions,” Latham & Watkins Client Alert (March 2018)
- “Speaking on Spokeo: Ninth Circuit Dismisses FACTA Lawsuit,” Latham & Watkins Client Alert (March 2018)
- “Navigating the Media in High-Profile Cases,” Daily Journal (February 2018)
- “Supreme Court Questions “Obtuse” Statute Addressing Jurisdiction Over Securities Act Claims,” Latham & Watkins Client Alert (December 2017)
- “Divided Second Circuit Broadens Personal Benefit Test for Insider Trading Liability,” Latham & Watkins Client Alert (September 2017)
- “Tolling Securities Claims: ‘In No Event’ Means ... What It Says,” Latham & Watkins Client Alert (July 2017)
- “US Supreme Court: Disgorgement Is a Penalty, Limiting SEC’s Reach,” Latham & Watkins Client Alert (June 2017)
- “Minimizing Potential Litigation & Regulatory Risks for Crowdfunding Platforms,” Crowdfund Insider (June 2017)
- “Ninth Circuit Applies Omnicare to Section 10(b) and Rule 10b-5 Claims,” Latham & Watkins Client Alert (May 2017)
- ICO Summit 2.0 – Panelist, ICO Litigation and Enforcement Issues (April 2018)
- 50th Annual Los Angeles County Bar Associate Securities Regulation Seminar – Panelist, The SEC Whistleblower Program (October 2017)
- 51st Annual Los Angeles County Bar Associate Securities Regulation Seminar – Moderator, The SEC Whistleblower Program (October 2018)
- 52nd Annual Los Angeles County Bar Associate Securities Regulation Seminar – Panelist, Ethics: Considerations for all lawyers in Transactions and Investigations (October 2019)