John J. Clarke, Jr. represents issuers and their directors and officers in investigations and litigation involving the securities laws and corporate governance disputes, and represents clients in a variety of litigation matters involving financial institutions and in antitrust and bankruptcy matters. Among other recent matters, he assisted Senator George J. Mitchell in his investigation into the alleged use of steroids and other performance enhancing substances by players in Major League Baseball, including overseeing the preparation of the report resulting from that investigation. He is also a frequent speaker and writer on issues arising under corporate governance and securities laws. His experience includes:

Securities and Corporate Governance Litigation

• Representing several outside directors of a government sponsored enterprise in securities and stockholder derivative litigation arising from an investigation by the Office of Federal Housing Enterprise Oversight;
• Representing a prominent biotechnology firm in securities class action concerning the circumstances surrounding its announcement that the FDA had refused to accept for filing its application for regulatory approval of a groundbreaking cancer therapy;
• Representing a Canadian environmental remediation company in securities class action alleging that the defendants failed to disclose adverse developments regarding a government contract;
• Representing the outside directors of a bank holding company based in Puerto Rico in consolidated stockholder derivative litigation and related matters arising from a financial restatement;
• Representing the former chief executive officer of a bank holding company in successful defense of litigation brought after the FDIC seized the company's bank subsidiaries.

Investigations and Enforcement Proceedings

• Representing the former chief executive officer of a reinsurance company in a securities class action and SEC enforcement action concerning a finite reinsurance transaction;
• Representing a special committee of the board of a publicly traded REIT in an internal investigation of alleged GAAP violations;
• Representing an international publishing firm in an internal investigation of discrepancies in published circulation figures and in the development and execution of a subsequent voluntary restitution program for advertisers; and
• Representing various individuals and publicly traded companies in investigations by the Securities and Exchange Commission, the United States Department of Justice, and self-regulatory organizations, including the New York Stock Exchange, Inc., the National Association of Securities Dealers, Inc., and the Chicago Board Options Exchange.

• Representing an underwriting firm in actions asserting an industrywide price-fixing conspiracy to fix the underwriters' discount on certain initial public offerings at a uniform 7 percent;
• Representing a brokerage firm in an internal investigation and related proceedings arising from market-timing trading in mutual fund shares;
• Representing an investment bank in a purported stockholder derivative action challenging the bank’s roles in connection with a cash-out merger;
• Representing an underwriter defendant in a class action alleging '33 Act claims based on the issuer's revision of insurance reserves;
• Representing an underwriting firm in an action alleging an antitrust conspiracy among securities underwriters to illegally restrict retail investors from "flipping" shares purchased in initial public offerings. The Second Circuit affirmed dismissal of the action under the "implied immunity" doctrine; and
• Representing an investment bank in an action by a former employee asserting defamation and other claims based on the description of the reasons for his separation from employment that was provided in a Form U-5.

Bankruptcy Litigation

• Representing a bank regulatory agency with respect to bankruptcy issues arising in connection with the receivership of a significant thrift and the chapter 11 proceedings of its holding company;
• Representing a major airline in an adversary proceeding alleging multi-billion dollar damages for breach of contract and other claims after the failure to confirm a plan of reorganization. After a six-week trial, the district court entered a defendant’s verdict and awarded significant damages on the client’s counterclaims;
• Representing a large steel corporation in various litigation aspects of its chapter 11 cases in the bankruptcy court, the district court and the Second Circuit relating to the debtors’ collective bargaining agreement, their retirement benefit plans and their pension liabilities.

REGISTRATIES

• New York
• United States District Court for the Southern District of New York
• United States District Court for the Eastern District of New York
• United States Court of Appeals for the Second Circuit
• United States Court of Appeals for the District of Columbia Circuit
• United States Supreme Court

Lidmaatschap

• American Bar Association, Section of Business Law
• Association of the Bar of the City of New York
  • Task Force on the Lawyer's Role in Corporate Governance
  • Government Ethics Committee
• Securities Industry and Financial Markets Association Compliance and Legal Division

Publicaties

• New York Law Journal, "Are Securities Class Actions Going Global?" (May 19, 2008) (with Keara M. Gordon)
• Securities Litigation Alert, "New York Court Holds that Form U-5 Statements Cannot Be a Basis for Defamation Liability," (April 3, 2007)
• Practising Law Institute, "Potential Liabilities in Initial Public Offerings," How to Prepare an Initial Public Offering (2005, 2006, 2007, and 2008)
• Securities Litigation Alert, "Delaware Supreme Court Reaffirms the Limits on Director Liability for Alleged 'Oversight Failures,'" (November 14, 2006) (with Gerard Trippitelli)
• "Life Sciences Firms Targeted in Securites Class Actions," Financier Worldwide, (2005 Biotechnology Sector Review) (for BIO 2005 Conference)
• Memorandum, "In Post-Trial Opinion, Disney Court Reaffirms Deference Granted to Directors Under Business Judgment Rule," August 15, 2005 (with Diane Frankle)
• Securities Litigation Alert, "US Supreme Court Defines Plaintiffs' Burden to Plead and Prove 'Loss Causation' in Securities Fraud Cases," (April 21, 2005)
• James F. Queenan, Jr., et al., eds., Chapter 11 Theory and Practice (LRP Publications), co-author of Chapter 19, "Collective Bargaining Agreements & Employee & Retiree Benefits."

Seminars

• Faculty, Practising Law Institute, How to Prepare an IPO (2005, 2006, 2007, and 2008)
• Panelist, "Attorney-Client Privilege in Investigations and Audits," Strafford Publications Teleconference (April 2008)
• Speaker, Practising Law Institute Briefing, Royal Dutch Shell: Securities Class Action Settlements Go Global (with John L. Hardiman and Juan Rodriguez), July 17, 2007
• Panelist, 4th Annual D&O Conference (Anderson Kill & Olick) (June 2006)
• Faculty, 11th Annual UCLA Directors' College, Los Angeles (October 2005)
• Panelist, Sirius Consulting Group, Implications of US Regulations on European Companies, Paris (May 2005)
• Appellate Advocate, The Duty of Good Faith Under Delaware Law, ABA Section of Business Law, 2003 Business & Corporate Litigation Fall Meeting, New York (December 2003)
• Panelist, American Conference Institute, 8th Annual D&O Liability Insurance Seminar, New York (May 2003)
• Panelist, Converium, 5th Annual Professional Liability Seminar (October 2002)