Keara Gordon is co-chair of the Class Action Litigation practice group, based in New York. Her practice includes defense of class actions that involve a variety of substantive areas, including securities, privacy, insurance and consumer litigation, financial and corporate litigation and counseling, corporate governance litigation and internal investigations.

Ms. Gordon regularly defends publicly traded companies and their officers and directors in securities class actions, breach of fiduciary duty litigation, appraisal actions and internal investigations and related litigation in state and federal courts across the country. She has been involved in appeals to the Second, Fourth, Fifth and Eleventh Circuits, the appellate courts of New York, the District of Columbia, Delaware and Maryland. She has also defended broker-dealers and registered representatives in state court and in arbitrations before the National Association of Securities Dealers.

Among Ms. Gordon’s current engagements are an internal investigation for a global company; her defense of a publicly traded REIT in New York State Court; her defense of a global insurance company in a putative class action for claims of breach of contract, violations of New York’s deceptive practices act, violation of New York’s insurance law, and unjust enrichment; her defense of an information technology company in putative class actions involving the Driver’s Privacy Protection Act in federal court in Florida and Texas; and her defense of the owner of a building near the former World Trade Center in mass tort litigation filed by clean-up workers after the attacks of September 11, 2001.

Ms. Gordon is a member of DLA Piper’s Policy Committee, Associate Review and Compensation Committee and Securities Law Committee.

Selected Recent Experience

Securities and Corporate Governance Litigation

• Defense of a multinational insurance and financial services company and certain of its senior officers in securities class actions filed in the United States District Court for the Southern District of New York. The plaintiffs asserted claims under Section 10(b) of the Securities Exchange Act of 1934 and controlling person claims. Judge Sweet granted our motion to dismiss, without providing the plaintiffs leave to amend. They did not appeal.
• Current defense of a publicly traded REIT and affiliated companies in defense of claims of fraud, breach of fiduciary duty and breach of contract pending in New York State Supreme Court. The plaintiffs have claimed damages in excess of $80 million. The trial court granted our motion to dismiss the fraud claim and dismissed the parent entities, which decision the Appellate Division, First Department affirmed, and the First Department dismissed the breach of fiduciary duty claim. We recently filed a motion for summary judgment on the remaining claims and are awaiting a ruling.
• Representation of an investor in a hedge fund that was sued by the hedge fund for fraud, aiding and abetting fraud and breach of fiduciary duty in state court in New York. The plaintiffs claimed damages in excess of $200 million. Justice Cahn granted our motion to dismiss in its entirety, and the plaintiffs noticed an appeal, which the Appellate Division, First Department dismissed.
• Representation of a venture capital firm and an investment banking firm in defense of a claim by a portfolio company alleging breach of a stockholders agreement. We filed a motion to dismiss, after which the case settled, with the plaintiff paying our client a substantial amount to buy back its stock.
• Defense of the officers and directors of an information management and technology company in defense of claims of breach of fiduciary duty and conspiracy to breach fiduciary duty in state court in Florida. The plaintiffs claimed damages in excess of $57 million. We filed a motion to strike the complaint for sham, and the case was ultimately settled without the payment of any money by our clients.
• Defense of Hayes Corporation and its officers and directors of claims for breach of fiduciary duty, fraud, tortious interference with contract, and breach of contract pending in state court in New York. The plaintiffs, holders of preferred stock in the company, filed these claims in state court in New York after the firm obtained a dismissal of federal securities claims filed in the United States District Court for the Southern District of New York by these same plaintiffs, which dismissal was affirmed on appeal. We won dismissal of the state court claims, which was affirmed on appeal.
• Defense of a multinational insurance holding company in two securities class actions, one filed in the United States District Court for the Southern District of Ohio and the other filed in state court in Ohio. After we filed several potentially dispositive motions, the actions were settled on terms favorable to our client.
• Defense of the same multinational insurance holding company in a securities class action filed in the United States District Court for the Eastern District of Pennsylvania by employees of a former affiliate of our client. At an expedited hearing, the court denied the plaintiffs’ motion for a preliminary injunction, indicated that it was tentatively disposed to grant our client’s motion to dismiss for lack of personal jurisdiction, and indicated that, if it reached the merits, it was tentatively disposed to rule in our client’ s favor. Thereafter, the action was settled for a nominal payment.
• Defense of a global financial services company in defense of a fraud claim filed against it in the US District Court for the Eastern District of Virginia arising from the company’s investment banking activities. The plaintiff claimed that, when it purchased a publicly traded company, it had relied on misrepresentations made by the investment bankers who brokered the deal. We convinced the plaintiffs voluntarily to dismiss our client after minimal discovery.
• Defense of a major public utility and its directors in a class action commenced in state court in Maryland by a shareholder of the utility. The plaintiff alleged that the directors had breached their fiduciary duties by agreeing that the utility would pay a premium to acquire another major public utility. After the completion of expedited discovery, the plaintiff abandoned her motion for a preliminary injunction blocking the shareholders meeting. We subsequently won our clients’ motions to dismiss the complaint and an amended complaint and the trial court’s rulings were affirmed on appeal.
• Defense of a publicly traded company in two related actions brought in state court in Maryland following its acquisition. The plaintiffs sought an appraisal of the fair value of their stock and brought an action for breach of fiduciary duty against the acquiror and the acquired company’s board of directors. At the appraisal trial, the appraisal panel ruled that the fair value of the stock was not more than the amount paid in the transaction being challenged by the plaintiffs. After that decision, the breach of fiduciary duty portion of the action was settled on terms favorable to our clients.
• Defense of a corporation and its directors and officers in litigation brought by shareholders as a result of a squeezeout merger between the corporation and a creditor. The plaintiffs brought an appraisal proceeding and asserted a breach of fiduciary duty claim in the Chancery Court in Delaware. We tried the appraisal proceeding to former Chancellor Allen, who rejected the shareholders’ claim for $15 million and valued their stock at zero. That decision was affirmed on appeal by the Supreme Court of Delaware. Chancellor Allen subsequently granted our motion to dismiss the breach of fiduciary duty claim.
• Representation of an investment banking firm in an NASD (now FINRA) arbitration brought by a former customer alleging claims of unauthorized trading, securities fraud, unsuitability and excessive commissions. The investment banking firm had been engaged to protect and enhance the performance of a portfolio of securities managed elsewhere, through a program of options trading. The mediator concluded that the customer’s claim had no merit, and our client settled the matter very favorably.

Non-Securities Class Action/Mass Action Litigation

• Current defense of a global insurance company, several of its subsidiaries, and two of its executive officers in the US District Court for the Southern District of New York. The plaintiff asserted putative class-wide claims for alleged breaches of contract, violations of New York’s deceptive practices act, violations of New York’s insurance law, and unjust enrichment. Judge Baer granted our motion to dismiss, without providing the plaintiff leave to amend. The plaintiff appealed to the Second Circuit, and Ms. Gordon argued before the Second Circuit this fall. We are awaiting a decision.
• Representation of an information management and technology company in defense of a putative class action pending in the United States District Court for the Southern District of Florida since 2004, which asserts that the company, and others in its industry, violated federal privacy legislation, the Driver's Privacy Protection Act. The plaintiffs sought damages in excess of one billion dollars. After the filing of dispositive motions and limited class discovery, the court referred the parties to mediation. During mediation, the parties reached a nationwide class settlement, the focus of which is injunctive relief intended to safeguard the privacy interests of consumers by enhancing the protection afforded to the relevant data. The settlement provides for the payment of no money to the class. After preliminary approval, several objectors attempted an appeal to the Eleventh Circuit, and the appellate court rejected the appeal. On January 16, 2009, the district court granted final approval of the settlement. Various objectors have filed notices of their intention to appeal the final judgment to the Eleventh Circuit.
• Current representation of the corporate owner of a building that was damaged in the attacks of September 11, 2001 in defense of claims allegedly arising from the clean up from the attacks. This case is pending in the US District Court for the Southern District of New York and is in the early stages.

Internal Investigations

• Representation of a leading global company regarding an internal review of potential violations of the regulations promulgated by the Office of Foreign Assets Control of the Department of Treasury.
• Representation of private equity firms into potential wrongdoing at a portfolio company.
• Representation of the Audit Committee of a network infrastructure services company in connection with an internal investigation into potential accounting irregularities and in connection with an investigation by the Securities and Exchange Commission. The SEC recently informed the company that it would not take action against the company.
• Representation of an aerospace manufacturer in connection with an internal investigation into suspected irregularities at an acquired subsidiary, a resulting disclosure to the Department of Defense of the same and counseling regarding available potential actions against the officers and shareholders of the acquired subsidiary.

Other

• Representation of a publicly traded company in connection with formulating an e-discovery protocol and initiative.
• Representation of a managed care company and its parent corporation in defense of a test case filed in the Superior Court for the District of Columbia by a group of psychologists, one patient, and one subscriber. On summary judgment, we convinced the court to dismiss the plaintiffs’ claims for fraud and tortious interference with contract and to strike the plaintiffs’ request for punitive damages. The remaining discrete contract claims were resolved. The plaintiffs appealed the court’s ruling on summary judgment and its denial of a motion to permit the plaintiffs to amend the complaint to assert consumer protection claims, and the DC Court of Appeals affirmed that decision.

Admissions

• District of Columbia
• New York

Publications

• Co-author, "Are Securities Class Actions Going Global?" New York Law Journal, May 29, 2008

Seminars

• Co-Presenter, "Class Actions in the United States," Barcelona, Spain (2007)
• Co-Presenter, "Mediations in the United States," Barcelona, Spain (2007)
• Co-Presenter, "E-Discovery Protocols: What You Need to Know Now!" New York City (2007)
• "The Liabilities of Directors & Officers Arising from Listings in the USA - The Federal Securities Laws, including Sarbanes Oxley," Stock Market Listings in Asia and the USA: Knowing Your Corporate Risks, co-sponsored by DLA Piper, Chubb and Ping An of China, Shanghai, China (2006)
• Panelist, Counsel to Counsel’s "Managing Internal Investigations and Compliance Audits," New York City (2006)
• Panelist, "Theory and Practice of SEC Rule 10b5-1(c) Stock Trading Plan," Certified Equity Professional Institute, New York City (2006)
• Panelist, "Women in law firms: Are we there yet?" New York City (2006)
• Maryland Corporate Law Presentation: Director Standard of Care and Liability, Columbia, Maryland (2002)