Keara Gordon's primary areas of practice include securities, financial and corporate litigation and counseling, internal investigations and class action litigation. Ms. Gordon is a member of the firm-wide Policy Committee, Associate Review and Compensation Committee, Securities Law Committee, and is co-chair of the Class Action Litigation practice group.

She represents clients involved in a wide array of securities and business disputes. Ms. Gordon regularly defends publicly traded companies and their officers and directors in securities class actions, in breach of fiduciary duty litigation, in appraisal actions and in internal investigations and related litigation in state and federal courts across the country.

In addition, Ms. Gordon defends companies sued in class actions in a variety of substantive areas. For example, she represents an insurance company in defense of 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, and she represents an information technology company in a putative class action regarding the Drivers Privacy Protection Act in federal court in Florida. She also defends broker-dealers and registered representatives in state court and in arbitrations before the National Association of Securities Dealers.

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. The remaining claims are currently in litigation.
• Current 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 U.S. 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. After an 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 an insurance company, several of its subsidiaries, and two of its executive officers in the U.S. 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 has appealed to the Second Circuit.
• Current representation of an information management and technology company in defense of a putative class action in federal court in Florida asserting that that company, and others in its industry, violated the Driver's Privacy Protection Act. The plaintiffs seek damages in excess of one billion dollars. The Court has preliminarily approved a proposed settlement agreement among several defendants and the plaintiffs, which approval objectors have appealed to the U.S. Court of Appeals for the Eleventh Circuit. The Fairness Hearing is scheduled for October, 2007.
• 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 U.S. District Court for the Southern District of New York and is in the early stages.

Internal Investigations

• 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

• Current 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 D.C. Court of Appeals affirmed that decision.

认许

• District of Columbia
• New York

出版物

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

Seminars

• "Class Actions in the United States," Co-Presenter (Barcelona, Spain 2007)
• "Mediations in the United States," Co-Presenter (Barcelona, Spain 2007)
• "E-Discovery Protocols: What You Need to Know Now!" Co-Presenter (New York, New York 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)
• Counsel to Counsel's "Managing Internal Investigations and Compliance Audits," Panelist (New York, New York 2006)
• "Theory and practice of SEC Rule 10b5-1(c) Stock Trading Plan," Certified Equity Professional Institute, Panelist (New York, New York 2006)
• "Women in law firms: Are we there yet?", Panelist (New York, New York 2006)
• Maryland Corporate Law Presentation; Director Standard of Care and Liability (Columbia, Maryland 2002)