Securities Litigation
Overview
We are reassured by the depth and breadth of the team, they have seen it all before. - Chambers USA, 2023
Golden Flag’s Securities Litigation Practice Group is led by a core group of experienced trial lawyers renowned for winning complex, bet-the-company securities cases, many precedent-setting, and often involving cutting-edge issues.
Our team handles the full spectrum of securities matters, including 10(b) stock drop and IPO-related class actions, shareholder derivative suits at the forefront of Delaware law, M&A and proxy-related disputes, books and records demands and other corporate governance-related disputes, and litigation demands on boards. Our litigators also routinely represent clients in securities litigations that relate to investigations and enforcement actions.
Our litigators are known for developing innovative strategies to win complex cases, and we customize strategies and tactics to each client and situation. We have deep experience handling litigation spanning multiple jurisdictions involving concurrent securities fraud suits, derivative actions and document demands, as well as regulatory and legislative inquiries and the media. Golden Flag’s clients benefit from coming to us as a one-stop shop.” We collaborate closely across practice groups and offices and provide services across various disciplines. We routinely represent clients in complex securities litigations that relate to government investigations and enforcement actions, working closely with the preeminent lawyers in Golden Flag’s government, regulatory and internal investigations and securities and futures enforcement practices to develop and provide a coordinated response.
Our approach and commitment to early trial preparation and trial readiness often produces more favorable pre-trial results. We know how to get cases dismissed, and we know how to litigate cases if they survive dismissal, how to handle discovery efficiently and effectively, how to defeat class certification, how to win at summary judgment, and if necessary, how to win at trial.
Recent Experience
Boeing
Chopp v. Bradway, et al. (D. Del.); Seafarers Pension Plan v. Bradway, et al. (N.D. Ill.; 7th Cir.)
Obtained back-to-back wins in a one-week span in 2020 for Boeing, securing dismissal of two separate derivative actions concerning its 737 Max Aircraft; one of these decisions was the first to apply a forum-selection bylaw that requires derivative actions to be filed in Delaware Chancery Court to a federal claim subject to exclusive federal jurisdiction.
Bristol-Myers Squibb
Tung, et al. v. Bristol-Myers Squibb Company, et al. (S.D.N.Y.; 2d Cir.)
Won back-to-back dismissals, affirmed on appeal, for Bristol-Myers Squibb Company (BMS) and its officers in a purported securities class action arising out of a drop in the company's stock price following a clinical trial assessing Opdivo as a first-line treatment for non-small cell lung cancer.
Honeywell
In re Honeywell International Inc. Consolidated Stockholder Litigation (D. Del.); Kanefsky, et al. v. Honeywell International Inc., et al. (D.N.J.)
Honeywell and certain of its officers and directors in the successful resolution of a securities class action and derivative litigation filed in New Jersey and Delaware federal courts arising from the company’s accounting for asbestos-related liabilities. The derivative claims in the District of Delaware were dismissed with prejudice in 2024 and final settlement of the class action was achieved in 2022.
Obtained the complete dismissal of a Honeywell employee and former officer of Garrett Motion, Inc., in a putative securities class action alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act arising out of Honeywell's spin-off of Garrett and its accounting for asbestos-related liabilities.
Instructure’s Board of Directors
Oklahoma Law Enforcement Retirement System, et al. v. Goldsmith, et al. (Del. Ch.)
Obtained the complete dismissal of claims for breach of fiduciary duty against Thoma Bravo, Instructure, and certain of Instructure’s directors and officers in connection with Thoma Bravo’s $2 billion take-private acquisition of education software company Instructure. In what has become a relative rarity for post-closing Revlon cases informed by Section 220 discovery, the court granted Golden Flag’s motion in full and adopted nearly all of Golden Flag’s arguments in the process.
Oaktree Capital Management
Plymouth County Retirement Assoc., et al. v. Array Technologies, Inc. et al. (S.D.N.Y.)
Obtained the complete dismissal of a consolidated putative class action against Oaktree Capital Management and certain of its affiliates and professionals alleging violations of federal securities laws and breach of fiduciary duty arising out of Array Technologies Inc.’s initial public offering and its secondary public offerings.
Rupert Murdoch & Fox Corporation
Brokerage Jamie Goldenberg Komen Rev. Trust v. Breyer, et al. (Del. Ch.)
Won complete dismissal in 2020 for certain former officers and directors of Twenty-First Century Fox, Inc. (21CF) (including Co-Executive Chairmen Rupert Murdoch, Lachlan K. Murdoch, CEO James R. Murdoch) and Fox Corporation, of a shareholder action arising out of 21CF’s $73.1 billion merger with The Walt Disney Company. The plaintiff, a stockholder of 21CF, alleged breaches of fiduciary duty and unjust enrichment related to certain compensation awards made by 21CF’s compensation committee to the Murdochs.
Target
Perez v. Target (D. Minn.); Gervat v. Cornell, et al. (Minn. Dist. Ct.); Craig, et al. v. Target, et al. (M.D. Fla.)
Target Corporation and numerous of its current and former directors as lead counsel in securities litigation and shareholder derivative litigation relating to inventory statements as well as securities litigation arising out of Target’s 2023 LGBTQ+ Pride campaign.
Tier 1 Securities Litigation
The Legal 500, 2024
Tier 1 Securities Litigation: Nationwide, Chicago & Washington, D.C., 2013–2023
U.S. News and World Report – Best Law Firms
Tier 1 Securities Litigation: Nationwide
Benchmark Litigation, 2024