Securities Litigation

The firm has extensive expertise in all aspects of securities, shareholder, and derivative litigation.  We have a deep understanding of complex financial products and the operations of the financial services sector, and we frequently represent broker-dealers, investment advisors, hedge funds, and private equity funds in securities litigation and FINRA arbitrations. Our Chambers  and Legal 500-recognized Securities Litigation group has successfully represented clients in connection with the prosecution and defense of claims brought under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisors Act of 1940, myriad SEC and FINRA regulations, and various state securities laws.

Our recent engagements include the defense of billion-dollar mortgage-backed securities class actions, the successful representation of a major broker dealer in multiple FINRA arbitrations related to the sales and marketing of auction rate securities, the representation of issuers and their senior executives in connection with claims of improper disclosure and securities fraud, and the representation of clients in litigation related to bond offerings. The firm is equipped to effectively handle the most complex securities cases in a manner that provides superior and cost-efficient results for our clients.

In addition to representing clients in over one hundred securities arbitrations, we recently authored a FINRA Arbitration and Enforcement treatise for Bloomberg BNA. It examines proceedings involving FINRA in its dual capacities as a forum for dispute resolution and as a securities industry regulator.

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Federal and State Court Securities Litigation

Obtained dismissal and subsequent Second Circuit affirmance of Section 16(b) litigation against major investment bank in case of first impression.

Represent former employee of investment bank in SEC investigation of mortgage-backed securities.

Representation of leading U.S. broker-dealer in defense of federal class action litigation arising out of offering of approximately $700 million of RMBS mortgage pass-through certificates.  Matter settled on terms favorable to client.

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FINRA/NASD Arbitrations

Representation of a major U.S. broker-dealer in connection with a series of FINRA arbitration proceedings arising out of the sale of auction rate securities and the subsequent collapse of the auction rate securities market.  Completed arbitrations have resulted in three outright victories for the client, resulting in denial of claims seeking aggregate damages in excess of $250 million.

Successfully represented claimants in eight-week FINRA arbitration of claims of more than $280 million related to complex structured securities.

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Cohen & Gresser announces the expansion of its disputes offering with the appointment of Jumana Rahman as Partner in the firm’s London office. Jumana will lead Cohen & Gresser’s UK commercial litigation practice. She has a particular focus on banking and financial services litigation and funds litigation, as well as judicial review claims. She brings over 20 years of experience acting for a range of clients in banking and financial services, investment and hedge funds, and large corporates, in proceedings in various jurisdictions including Antigua, the Bahamas, the British Virgin Islands, the Cayman Islands, the Channel Islands, Cyprus, Hong Kong, Singapore, and the U.S. Jumana also has extensive experience representing Middle Eastern and African clients in complex international matters.
We are pleased to announce that 33 of our New York and Washington D.C.-based C&G attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also selected C&G co-founder Mark S Cohen and partners Jonathan S Abernethy and Daniel H Tabak to its list of the top 100 lawyers in the New York metropolitan area, and partner Karen H Bromberg to its list of the top 50 women lawyers in the New York metropolitan area.
Mark S Cohen, Jason Brown, C Evan Stewart, and Thomas E Bezanson were recognized in The Best Lawyers in America's 2020 New York listings. Mark and Jason were recognized for white collar criminal defense; Evan for securities litigation; and Tom for commercial litigation and product liability litigation defense.

Legal 500 has once again recognized Cohen & Gresser in its United States guide. The firm is recognized for its excellence in the following categories:

  • Corporate Investigations/White Collar
  • Corporate Investigations/White Collar – Advice to Individuals
  • General Commercial Disputes
  • Securities Litigation Defense

Legal 500 notes that C&G has “impressive cross border capabilities and is often retained by clients in multijurisdictional disputes” and that our disputes team members are “true litigators, focused, and thoughtful - no stone is left unturned.”

Chambers has again recognized C&G for its excellence in General Commercial Litigation, Securities Litigation, and White Collar Crime & Government Investigations. Chambers notes C&G’s “strong commitment to client service” and “top-quality advice,” labeling the firm as “outstanding.”

Chambers also recognized the following individuals: Jonathan S Abernethy for White Collar Crime & Government Investigations; Karen H Bromberg for Intellectual Property: Patent; and Mark S Cohen for General Commercial Litigation, Securities Litigation, and White Collar Crime & Government Investigations.

We are pleased to announce that thirty of our New York and Washington, D.C.-based C&G attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also selected C&G co-founders Mark S Cohen and Lawrence T Gresser to its list of the top 100 lawyers in the New York metropolitan area, and partners Karen H Bromberg and Alexandra Wald as two of its top 50 women lawyers in New York. Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Fewer than five percent of all lawyers in the U.S. receive this honor.

Partner C Evan Stewart is quoted in The New York Times regarding the SEC’s decision to rehear cases as a result of a Supreme Court decision. 

Legal 500 has once again recognized Cohen & Gresser in its United States guide. The firm is recognized for its achievements in the following categories:

  • Corporate Investigations/White Collar – Advice to Corporates
  • Corporate Investigations/White Collar – Advice to Individuals
  • General Commercial Disputes
  • Securities Litigation Defense

Legal 500 notes that C&G has “an excellent group of sophisticated lawyers” and "has the ability to explain complex structures in plain English.” Nine C&G partners were individually recognized in the guide.

Chambers has recognized Cohen & Gresser in its 2018 USA guide. The firm is recognized for its excellence in General Commercial LitigationSecurities Litigation, and White-Collar Crime & Government Investigations.

Chambers notes that C&G is "a very high-quality firm" with "very smart, very capable people who are very dedicated to their clients," and that C&G attorneys "have great judgment and are excellent lawyers."

Chambers also recognized the following individuals:

Jonathan S Abernethy for White-Collar Crime & Government Investigations, Karen H Bromberg for Intellectual Property: Patent, and Mark S Cohen for Securities Litigation and for White-Collar Crime & Government Investigations.

Twenty-eight of our New York and Washington D.C.-based Cohen & Gresser attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also named C&G co-founding partner Mark S Cohen to its list of the top 100 lawyers in the New York metropolitan area, and partners Karen H Bromberg and Alexandra Wald to its top 50 women lawyers in New York list. Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Fewer than five percent of all lawyers in the U.S. receive this honor.

Chambers USA and Legal 500's United States guides have recognized Cohen & Gresser and a number of the firm's lawyers for outstanding achievements during the past year in the categories of Commercial Litigation, Securities Litigation, Patents, and Corporate Investigations and White Collar Defense.

Twenty-two of our New York and Washington, D.C.-based attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also named C&G co-founding partners Mark S Cohen and Lawrence T Gresser to its list of the top 100 lawyers in the New York metropolitan area, and partner Karen H Bromberg to both its list of top 50 women lawyers and top 100 lawyers in the New York metropolitan area.
Legal 500 has recognized Cohen & Gresser for its achievements in securities litigation and white collar criminal defense in its recently released 2016 U.S. guide. The guide notes C&G's "outstanding" white collar defense group and its "seasoned securities professionals who are smart, aggressive, and yet user-friendly."

We are pleased to announce that the firm and four of its partners are recognized in the 2016 Chambers USA legal directoryThis year's directory recognizes the firm in White Collar Crime & Government Investigations, Securities Litigation, and Patents. Read more

Cohen & Gresser is pleased to announce the expansion of the firm's litigation and arbitration and white collar defense practice groups with the addition of partner Stephen Sinaiko to our New York office.

We are pleased to announce that twenty-two of our New York-based C&G attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Fewer than five percent of all lawyers in New York receive this honor.

The Legal 500 United States ranked Cohen & Gresser for its achievements in securities litigation in its recently released 2015 guide.  The guide notes Cohen & Gresser’s “extraordinary team of attorneys, who present cases in the best and most efficient manner practicable.”  Partners Mark S. Cohen, Lawrence T Gresser, S Gale Dick, C Evan Stewart, and Daniel H Tabak were also noted as “impressive” attorneys in this field.  The Legal 500 offers nationwide rankings by reviewing the strengths and strategies of law firms across the country.  Founded in 1987, Legalease, publisher of the Legal 500 directories, is a leader in the provision of legal market information, offering authoritative and in-depth analysis and commentary across a broad portfolio of publications, spanning directories, magazines, journals, textbooks, and online. The Legal 500 U.S. 2015 Guide offers nationwide rankings by reviewing the strengths and strategies of law firms across the country. 

On Wednesday January 21st, 2014, the U.S. Securities and Exchange Commission slapped Standard & Poor’s with a one-year suspension from rating certain mortgage-backed securities as part of a $77 million settlement over alleged fraudulent misconduct in past ratings. Here, C&G Partner C Evan Stewart weighs in on why the settlement is significant.

Cohen & Gresser has been ranked as a "Recommended" New York law firm in the 2015 edition of Benchmark Litigation.   In addition to the firm’s ranking, partners Mark S Cohen, Lawrence T Gresser, C Evan Stewart, and Karen H Bromberg were all individually recognized by the publication.  Benchmark Litigation is a leading guide to top litigation firms and attorneys in the United States and bases its rankings on extensive face-to-face interviews around the country over a six-month period with the nation's leading private practice attorneys and in-house counsel. 

We are pleased to announce that twenty-four C&G attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also named C&G co-founding partner Mark S Cohen to its list of the top 100 lawyers in the New York metropolitan area, and C&G partner Karen H Bromberg to its list of the top 50 women lawyers in the New York metropolitan area. Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Fewer than five percent of all lawyers in New York receive this honor. 

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The Legal 500 United States ranked Cohen & Gresser for its achievements in securities litigation in its recently released 2014 guide. Legal 500 noted that the firm is "young and nimble," naming Mark S Cohen as the leader of a team of "experienced lawyers who work at a more palatable price than competing firms."  Lawrence T Gresser and Daniel H Tabak are also recommended in light of their successful dismissal of a short swing profits case for Goldman Sachs, and C Evan Stewart was highlighted in the report as an "incredible trial lawyer with big case experience."

C&G's managing partner Lawrence T Gresser and other top Manhattan attorneys, weigh in on why the decision in Halliburton Co. et al. v. Erica P. John Fund is significant.

A recent ruling in favor of Cohen & Gresser client Peter Black marked the end of one of the longest SEC's trials in history.  AmLaw's Litigation Daily recognized this victory by naming Mark S Cohen as a "Litigator of the Week". 

Top New York litigators weigh in on the Second Circuit's SEC - Citigroup ruling. C&G partner C Evan Stewart was among those quoted. 

Law360 speaks to C&G partner Evan Stewart about the Second Circuit's reversal of Judge Rakoff's rejection of the SEC's settlement with Citigroup Inc. 

On Friday, May 30, 2014, a Cohen & Gresser trial team led by Mark S Cohen and Jonathan S Abernethy won a major trial victory on behalf of its client, Wynnefield Capital Inc. analyst Peter Black, in an insider trading case brought by the SEC. 

Chambers USA ranked Cohen & Gresser's White Collar Defense group and listed its Securities Litigation group as a Recognized Practice. In its analysis, Chambers USA commented that the firm is "[n]oted for its litigation capabilities across the full spectrum of industry sectors" and has a "[r]espected white-collar crime and government investigations practice." 

Mark S. Cohen is ranked in the White-Collar Crime & Government Investigations category, has been described as being an "effective advocate and very effective at counseling a client through a very difficult investigative process."  Jonathan S Abernethy, also ranked in the White-Collar Crime & Government Investigations category, received praise for his "excellent knowledge of the law."

Cohen & Gresser is defending an individual accused of participating in an insider trading scam in a long-standing case brought by the SEC.  Law360 covered the beginning of the trial and Partner Mark S. Cohen’s opening statement.

Former portfolio manager Mathew Martoma of SAC Capital Advisors was recently found guilty of engaging in what's been dubbed as 'the most lucrative insider trading scheme in U.S. history'.  C. Evan Stewart weighs in on how Martoma's eventual cooperation with authorities came way too late in the game.

Law360's coverage of the recent Second Circuit ruling which affirmed Wednesday that Goldman Sachs Group Inc. won't have to disgorge nearly $2 million in short-swing trade profits of Leap Wireless International Inc. derivatives, finding Goldman wasn't a statutory Leap insider when it purchased the options in question.

C&G Further Expands Financial Litigation Practice with Addition of Top Securities Litigator C Evan Stewart.

 

C Evan Stewart's partnership at Cohen & Gresser has been covered in the following publications:

 

New York Law Journal, January 7, 2014.

The Deal, January 7th, 2014.

The law of insider trading has long been criticized as lacking clear standards for what constitutes a violation.  Unlike many aspects of federal securities regulations, insider trading is not defined by statute or regulation.  Instead, the contours of this complex area have for decades been drawn by shifting and sometimes conflicting judicial interpretations of the anti-fraud provisions of the Securities Exchange Act of 1934 and related rules.

In May, Congress took a big step toward clarifying this area of the law, when the Financial Services Committee of the U.S. House of Representatives unanimously approved the Insider Trading Prohibition Act.  If the bill becomes law, it would simplify an inherently complex area, but might also lead to regulators and prosecutors bringing more insider trading cases.

Partner C Evan Stewart examines Lorenzo v. S.E.C. in his latest article for the New York Law Journal.

Christian Everdell analyzes the potential implications on the regulation of cryptocurrency as a result of Ryan Coffey v. Ripple Labs, Inc. in his latest article for Law360

Even start-ups are being disrupted! In this article, C&G counsel Christian Everdell examines the SEC’s role in regulating Initial Coin Offerings.

Newly revised Regulation A, dubbed Regulation A+, is designed to help smaller companies raise funds in public markets.  This articles explores some opportunities offered by this regulatory innovation.

Lawyers who represent public companies are faced with a problem about which most are clueless. In a number of states (including New York), lawyers’ confidentiality obligations are at odds with the requirements mandated by the U.S. Securities and Exchange Commission. Is there a way out of this conundrum? Mr. Stewart attempts to get to the bottom of this matter in his latest article in the New York Law Journal.

After clearing a last minute hurdle, Regulation A+ became effective on June 19, 2015.  The new SEC regulation is designed to facilitate a mini-IPO market for U.S. and Canadian companies that are not yet ready to do a full registered offering.  On June 16, 2015, the SEC refused to stay the implementation of the regulation during the pendency of litigation in the U.S. Court of Appeals for the D.C. Circuit, where the Montana state auditor and commissioner of Securities and Insurance, together with the Massachusetts Secretary of the Commonwealth, seek to challenge the new rule’s preemption of state securities laws for certain offerings.

Recent developments in insider trading cases have shown the limitations on prosecutions and Securities and Exchange Commission (SEC) enforcement actions, particulalry those involving chains of tippers and tippees charged with receiving and trading on material, non-public information. This article addresses how recent trial and appellate outcomes highlight limitations for insider trading cases and will suggest some resulting practice implications. 

This article addresses the lower courts’ application of the Supreme Court’s recent class action securities decision in Halliburton Co. v. Erica P. John Fund, Inc., 134S.Ct. 2398, 2412 (2014), which permits defendants to rebut fraud-on-the-market reliance at the class certification stage.  The article will also seek to provide securities litigators with the lay of the land post-Halliburton.

The SEC has recently undertaken a review of its principal regulations for periodic reporting by publicly traded companies, in response to claims that the reporting process has become overly burdensome and that investors are blinded by “disclosure overload” that makes it difficult to discern the important facts within a mass of detail.  If the regulations were re-written today, they would undoubtedly focus on some different issues.  But the key to more effective disclosure lies in better presentation.  Companies can (and sometimes do) present information in easy-to-understand formats, and they should be encouraged to do so.  In addition, the SEC has a chance to make its website more user-friendly for investors, and it should seize this opportunity to do so.

In a further analysis of Judge Rakoff’s multi-year attempts to discourage the SEC from seeking federal courts to put their imprimatur on regulatory settlements, Mr. Stewart questions whether the Second Circuit’s opinion was truly a “loss” for Judge Rakoff; indeed, it would appear that the Judge may well achieve what he wanted in the first place.

Judge Jed Rakoff’s skirmishes with the SEC over the approval of settlements reached a head earlier this year when the Second Circuit vacated one of the Judge’s orders rejecting a Citigroup/SEC settlement. The Judge on August 5, 2014 reluctantly complied with the higher court’s ruling. C. Evan Stewart discusses the dynamics of these judicial decisions and what was really at issue.

In this article, Stewart reviews the rules and regulations promulgated by the U.S. Securities and Exchange Commission to govern attorney conduct in response to congress’s passing the Sarbanes-Oxley legislation in 2002, and juxtaposes those rules and regulations with conflicting ethical standards enacted by the states. He then, based upon a recent decision of the Second Circuit Court of Appeals, predicts the likely outcome of preemption litigation that will one day ensue as a result of the conflict. 

The U.S. Supreme Court granted cert on Halliburton’s petition for challenging the Basic v. Levinson precedent on fraud-on-the-market theory.  What are the arguments on both sides of this issue and what will the Court likely hold? This article will explore arguments on both sides of this issue and it's potential impact to certification of securities fraud class actions.

The SEC has recently signaled a renewed focus on the investigation and prosecution of accounting fraud with the creation of a Financial Reporting and Audit Task Force.  The Task Force will use sophisticated computer algorithms to mine financial filings looking for potential irregularities.  The SEC is expected to take a close look at companies particularly in the technology sector, and at revenue recognition.  The article examines recent public statements and SEC enforcement actions that help provide clues to the SEC’s renewed focus in this area.

 

Because of the whistleblower provisions of federal statutes such as Dodd-Frank, recent case law, and various articles written on this subject, there has been a fair amount of disinformation as to whether lawyers are free to rat on their clients and then also profit thereby. This article explores related concepts with intentions of determining what is right.

Regardless of which side ultimately benefits, the Supreme Court's message for antitrust litigants is clear: Class action is an exception to the usual rule.

Will proposed Regulation A+ result in a vibrant public market for smaller company stocks, or will it remain unused like current Regulation A? The proposed regulation would exempt offerings of up to $50 million of securities annually from the registration requirements of the Securities Act, an increase from the current limit of $5 million within a 12-month period.  

Dell’s board of directors played a starring role in helping Michael Dell defeat the legal challenge of taking Dell Inc. private in a $25 billion dollar buyout. The committee’s role in protecting the transaction is a text book lesson on navigating complex transactions.

 As a result of the Delaware Chancery Court's decision in Kallick v. Sandridge Energy, Inc., corporate boards will now be hard-pressed to avoid approving the proposed slate of insurgent directors.

When a sovereign nation defaults, investors in its debt securities are often left without recourse. NML Capital, Ltd. v. Republic of Argentina is reimagining, and may even protect, the rights of U.S. corporations holding foreign sovereign debt.

A series of recent decisions suggest that courts are actively considering the practicality of the fraud-on-the-market doctrine, which has historically been one basis for argument by plaintiffs in securities class actions.

Corporations of all sizes, public and private, are susceptible to shareholder derivative suits. Fortunately, recent decisions from the Delaware courts suggest at least two mechanisms counsel can employ to limit exposure to derivative litigation in multiple forums and to minimize the burden of those cases.

With interest rates at historic lows and the economy slowly strengthening, leveraged buyouts (“LBOs”) remain a popular means of corporate recapitalization.  But a spate of recent litigation has signaled that the predictable LBO benefits traditionally available to tendering shareholders may be in jeopardy.  This article explores the recent decision in In re Tribune Fraudulent Conveyance Litigation, which provided the most comprehensive examination of various LBO issues, to date.

Mr. Stewart talks about how the SEC has suffered serious blows when it was forced to be an advocate in the federal courts.

A discussion of the amendment to Section 12(g) of the Securities Exchange Act and its impact on investment in non-reporting entities.

Partner C Evan Stewart participated on a panel addressing the different perspectives and special considerations for securities litigations and arbitrations at the Practising Law Institute’s “Securities Litigation: Trial of the Civil Action or Arbitration” program.

Partner Stephen Sinaiko will be on a panel addressing the fundamentals of a securities claim, existing precedent and evolving theories, as well as present an overview of the legal issues and strategic considerations that inform the filing of a securities class action at a New York City Bar CLE program.

Practising Law Institute: "Securities Litigation 2017: From Investigation to Trial" 

This program guides participants through issues that can arise in the most complex securities matters — from the initial government investigation to the filing of the civil cases to either settlement or trial. The expert panel consists of leading practitioners, government officials, and judges, providing updates on the latest best practices and case law.

This course will examine the legal principles surrounding extraterritorial application of U.S. criminal law and its limitations.  It will also cover methods U.S. prosecutors use to gather evidence overseas, as well as general principles of law concerning extradition of foreign nationals.

During this program, hosted by the Practising Law Institute, C Evan Stewart and other expert faculty will review and provide practical guidance on current ethical issues faced by attorneys in banking and financial services.

This program guides participants through issues that can arise in the most complex securities matters — from the initial government investigation to the filing of the civil cases to either settlement or trial. The expert panel consists of leading practitioners, government officials, and judges, providing updates on the latest best practices and case law.

 

Click here for more information and to register.