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    Securities Litigation

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    Sullivan & Cromwell’s Securities Litigation Group has long been recognized as a premier practice, as evidenced by its Band 1 rating by Chambers USA Nationwide for more than a decade. Our lawyers have shaped the evolution of U.S. banking and securities law through precedent-setting results and are respected by courts, regulators and adversaries alike.

    Clients trust S&C’s securities litigators to resolve securities matters that pose an existential threat to their businesses and reputations. We successfully navigated financial institutions and other clients through numerous matters arising out of the 2008 financial crisis. S&C is now taking a leadership role in defending against the wave of Securities Act litigation in state courts, which has become increasingly important after the U.S. Supreme Court’s 2018 Cyan decision, as well as in defending against the upsurge in event-driven securities litigation.

    Our lawyers represent U.S. and non-U.S. corporations, financial institutions and individuals in the most notable securities litigations and arbitrations worldwide, including:

    • shareholder class actions, including those involving allegations of false or misleading disclosures to shareholders, insider trading and other types of financial fraud;
    • securities opt-out actions;
    • IPO-related litigation;
    • shareholder derivative actions;
    • ERISA litigation;
    • investment arbitrations;
    • corporate-control litigation; and
    • mergers and acquisitions litigation.

    We have particular expertise representing non-U.S. clients in multijurisdictional matters and advising foreign issuers on claims arising from their U.S. securities offerings. Our securities litigation practice is coordinated among four U.S. offices and S&C’s London office.

    “Sullivan & Cromwell is a force to be reckoned with in securities litigation.”

    –Chambers USA

    Spotlight

    Recent Developments in SEC Enforcement 
    –Steve Peikin, Julia Malkina and Jeff Scott

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    Supreme Court’s Recent Slack Technologies Decision

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    David Rein and Eric Andrews Author Article on Civil Litigation Risks for Non-U.S. Companies Listed in the United States for Financier Worldwide

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    Recent Developments in Private Securities Litigation

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    S&C Prevails for AT&T as Second Circuit Rejects Shareholder Suit

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    Experience

    • Abiomed and its CEO and CFO in securing dismissal of all claims in a putative securities class action filed in the Southern District of New York.
    • Adient, a leading automobile seat manufacturer headquartered in Dublin, Ireland, in obtaining the dismissal of all claims in a putative securities fraud class action in the Southern District of New York.
    • Ally Financial (formerly GMAC) in a securities class action based on disclosures about Ally’s subprime auto loan business, including obtaining dismissal of the action in Michigan state court for failure to plead an actionable false or misleading statement.

    • Anheuser-Busch InBev and its current CEO and former executives in obtaining dismissal of all claims in a putative shareholder class action filed in the Southern District of New York alleging violations of U.S. federal securities laws regarding the company’s statements about its dividend plans and liquidity.
    • AT&T and its current and former directors in the dismissal of class actions brought in New York state court under Sections 11 and 12(a)(2) of the Securities Act, and in the Southern District of New York under Sections 11 and 12(a)(2) of the Securities Act and Section 10(b) of the Exchange Act arising out of AT&T’s acquisition of Time Warner.
    • BP and its directors in securities litigation arising out of the 2010 Gulf of Mexico oil spill, achieving dismissals in many of these actions including derivative, ERISA and other shareholder litigations.
    • Barclays in the Enron securities class action—widely considered to be the most complex and largest securities class action litigation ever—for more than nine years, including securing a Fifth Circuit ruling reversing the class certification order, and summary judgment from the district court dismissing the securities fraud claims brought by the class against Barclays and Barclays’ co-defendants, Credit Suisse and Merrill Lynch.
    • Barclays before the New York Appellate Division, First Department in a successful appeal of the lower court’s denial of Barclays’ motion to dismiss claims brought by the Plaintiff-Trustee in Deutsche Bank National Trust Company v. Barclays Bank PLC.
    • Boeing in a securities class action brought by a putative class of Boeing shareholders related to Boeing’s 787 Dreamliner. The Wall Street Journal called the decision, which sheds additional light on the already controversial use of confidential informants in pleading scienter in private securities fraud litigation, “the biggest plaintiff smackdown of the year.”
    • Danske Bank in obtaining the dismissal with prejudice of a securities class action in the Southern District of New York brought by a putative class of purchasers of American Depositary Receipts alleging that Danske Bank made materially false and misleading statements regarding alleged money laundering at its Baltic branches.
    • Diebold Nixdorf, the world’s largest ATM manufacturer, and its former CEO, CFO and COO, in obtaining dismissal of all securities fraud claims concerning post-merger integration with Wincor Nixdorf AG.
    • The underwriters of EverQuote’s IPO in obtaining a landmark discovery stay in a putative class action filed in New York Supreme Court asserting claims under the Securities Act for alleged misrepresentations or omissions in EverQuote’s registration statement and prospectus.
    • A group of financial institutions, as plaintiffs in New York state court, in challenging the $5 billion restructuring of MBIA Insurance, including on a successful, precedent-setting appeal to New York’s highest court.
    • JPMorgan Chase in obtaining dismissal of a lawsuit alleging violations of state and federal securities laws in connection with a syndicated loan a group of banks led by JPMorgan arranged for Millennium Laboratories.
    • JPMorgan Chase and its CEO and other senior officers in achieving the dismissal of several derivative and ERISA actions arising out of the so-called London Whale trading losses.
    • Moody’s in consolidated shareholder class action litigation. After defeating class certification, S&C obtained full dismissal on summary judgment of the actions brought against Moody’s that alleged that Moody’s made false and misleading statements concerning its rating methodologies and its management of conflicts of interest in connection with ratings of subprime residential mortgage-backed securities and other structured finance products that suffered downgrades during the financial crisis.
    • Leading banking associations in obtaining a favorable ruling from the U.S. Supreme Court barring “scheme” liability under Section 10(b) of the Exchange Act in Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., which made clear that plaintiffs cannot seek to impose liability on secondary actors—such as investment banks, auditors and vendors—in a so-called scheme to defraud.
    • Porsche in a high-profile federal securities litigation brought by a group of hedge funds seeking more than $2.5 billion in connection with Porsche’s acquisition of a stake in Volkswagen. The hedge funds’ claims were dismissed, and the Second Circuit affirmed the dismissal. The New York Times and The Wall Street Journal reported on this victory, and The American Lawyer noted that the win removes a roadblock to the planned merger between Porsche and VW.” The American Lawyer also recognized the Firm as an honoree for “Global Dispute of the Year: U.S. Litigation” for representation of Porsche in these matters.
    • Revlon, Inc. and certain current and former executives in obtaining dismissal of all claims in a putative securities class action brought in the Eastern District of New York.
    • The Republic of Argentina in securing dismissal of a breach of contract action related to GDP-linked securities issued by the Republic in connection with the restructuring of its sovereign debt in 2005 and 2010.
    • Syneos Health in the dismissal of a securities class action arising from public disclosures made about its 2017 merger with inVentiv Health.
    • UBS in obtaining the dismissal of all federal securities claims by UBS shareholders that acquired shares outside the U.S. arising out of UBS’s subprime losses. This decision, affirmed by the Second Circuit, eliminated billions of dollars of potential liability and established important precedent on the extraterritorial effect of U.S. securities laws.
    • Unum Group in obtaining dismissal with prejudice of all claims in a putative securities class action filed in the Eastern District of Tennessee alleging that Unum materially misled its shareholders with respect to its closed block of long-term care insurance policies.
    • Volkswagen in obtaining a dismissal of multiple claims brought by the SEC concerning disclosures regarding diesel emissions.
    • 55 underwriting firms as liaison counsel in a groundbreaking decision that denied class certification in 306 IPO cases. The Second Circuit’s opinion in In re IPO Securities Litigation set the stage for a favorable settlement that was approved in 2009.

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