Companies around the world and their officers and directors trust us to handle their most challenging corporate and securities litigation matters.
DLA Piper is recognized nationally for its defense of federal securities class actions, stockholder derivative claims, corporate control disputes, merger and acquisition litigation, and other matters involving corporate law and governance. Chambers USA has recognized the team for being “adept at handling complicated issues,” with individual lawyers being described as “forward thinking,” “a fierce opponent,” “a master strategist,” a “phenomenal and strategic lawyer,” and “an excellent tactician.” We offer tailored, solution-oriented approaches and stand apart in our willingness to take cases to trial when business resolutions are not possible.
Strategic securities class action defense
Securities class actions are often bet-the-company cases that follow the announcement of disappointing news or financial results. The choice of defense counsel at the beginning of a case can make the difference between a favorable, early resolution and a prolonged litigation that imposes on management and incurs costs that could have been avoided. We combine sophisticated and creative legal strategy with a deep understanding of the business implications of high-risk litigation to develop bespoke representation. Our team has a track record of obtaining dismissal of these cases, advancing the law in this quickly evolving practice area, and resolving complex claims when they are not dismissed at the outset. We handle securities class actions across the country and in key industry sectors, including life sciences, technology, energy and natural resources, and cryptocurrency.
“DLA Piper produces really excellent results for us. The team has good intuitions and mastery of the law and the courts.”
Delaware advantage with national impact
DLA Piper’s Wilmington, Delaware office is an integral part of the firm’s national and international practice. It enhances the firm’s ability to provide full-service solutions to our clients in all significant areas of business law and corporate governance. Our Delaware lawyers are established trial lawyers with substantial experience in handling matters in multiple venues focusing on the core areas for which Delaware is nationally and internationally renowned. Additionally, our lawyers nationwide serve as lead counsel in cases at the cutting edge of developments in corporate law in Delaware and beyond.
Awards and recognition
Experience
- Won dismissal with prejudice for Bristol Myers Squibb, its board, and senior officers in a securities class action in the Southern District of New York involving claims tied to nearly $7 billion in contingent value rights arising from a merger with Celgene. Dismissal affirmed on appeal by the Second Circuit Court of Appeals.
- Won dismissal for Ernest Garcia II, the founder and majority shareholder of Carvana, of primary liability claims in a securities class action pending in the District of Arizona. Although Mr. Garcia was not an officer or director of Carvana, plaintiffs alleged he controlled the company and participated in a supposed scheme to inflate Carvana’s stock price. The Court agreed with DLA Piper that the claims sounded in aiding and abetting and were foreclosed by U.S. Supreme Court precedent.
- Won dismissal for Plug Power Inc. of putative securities class action in the District of Delaware based on alleged misstatements about the company’s projected revenue and time to complete, commission, and ramp to full capacity a green hydrogen production plant in Georgia, leading plaintiffs to file a narrower amended complaint.
- Won dismissal for GigAcquisitions3, LLC and its officers and directors of securities class action in the District of Colorado arising out of GigCapital3, Inc.’s merger with Lightning eMotors. Among other things, the Court rejected “scheme” liability claims based on common attributes of SPACs and de-SPAC mergers. Case settled favorably following dismissal order.
- Won dismissal for the former CEO of GrafTech International, Ltd. in a securities class action filed in the Northern District of Ohio alleging failure to disclose environmental and operational issues. Following dismissal of the securities action, three plaintiffs asserting derivative claims voluntarily dismissed their complaints.
- Won dismissal with prejudice for John Brda, the former CEO and Chairman of Torchlight Energy Resources, Inc., in a securities class action in the Northern District of Texas. DLA Piper moved for dismissal on multiple grounds, including that Plaintiffs did not “purchase” the shares they received; rather, they received them as a distribution. The Court agreed and held “Plaintiffs would have the Court extend Section 12 even further, so as to encompass ‘sellers’ who merely promote a security by soliciting purchases of a different security.”
- Represent Cross River Bank (CRB) in a securities class action in the District of New Jersey filed on behalf of investors in Sunlight Financial Holdings, Inc. The lawsuit asserts claims exclusively under the “scheme” provisions of the Securities Exchange Act based on a theory that CRB enabled Sunlight to hide that it was originating bad loans in return for large fees (and a possible future equity stake in Sunlight). Also represent CRB in a related New Jersey state court action by one of the founders of Sunlight who alleges that CRB aided and abetted fraud and negligence by Sunlight thereby causing him to hold and not sell his stock.
- Obtained a significant victory before the Los Angeles Superior Court for underwriter defendants at the class certification stage of a case involving Ontrak, a company that offers an AI application that helps health insurance companies identify covered members who might benefit from behavioral health services. At class certification, the court declined to certify plaintiff’s claims under Section 12(a)(2) of the Securities Act of 1933.
- Won dismissal of claims against the former CEO and chairman of Terran Orbital, a leading modular spacecraft manufacturer, in a securities class action in the Southern District of Florida alleging the company and its senior leadership failed to disclose liquidity risks prior to its acquisition by Lockheed Martin Corporation. The Court found that Terran Orbital’s liquidity position was “well documented and public knowledge,” rejecting claims of concealment, and emphasized Plaintiffs’ failure to adequately allege scienter.
- Represent consumer products company Hain Celestial Group, Inc. in a long running securities class action in the Southern District of New York involving multiple appeals to the Second Circuit Court of Appeals in a case involving allegations of “channel stuffing” and undisclosed sales incentives creating “half-truths” about demand and inventory.
- Won dismissal for healthcare company Axogen, Inc. in a securities class action in the Middle District of Florida in which investors asserted claims on behalf of a putative class under both the Securities Exchange Act of 1934 and the Securities Act of 1933. The dismissal was affirmed on appeal by the Eleventh Circuit.
- Won dismissal of securities fraud and other claims against Curve DeFi protocol founder Michael Egorov in an action involving cryptocurrency in San Francisco Superior Court. Dismissal affirmed by California’s First District Court of Appeals.
- Won dismissal with prejudice for Goldman Sachs & Co. LLC and three other underwriter defendants in a securities class action in the Western District of Washington related to Athira Pharma, Inc., a biotech company developing a potential therapy for Alzheimer’s disease.
- Obtained favorable settlement following motion to dismiss briefing for RCI Hospitality in securities class action and related actions arising from alleged nondisclosure of related party transactions filed in the Southern District of Texas.
- Won a significant victory for Tesla in the long-running dispute over Elon Musk’s 2018 compensation award in the Delaware Court of Chancery. After a trial against Tesla’s board of directors, DLA Piper was engaged to represent Tesla in connection with plaintiff counsel’s fee petition in which counsel requested an award of $5.6 billion in freely tradeable shares of Tesla stock. The Court of Chancery awarded $345 million. On appeal to the Delaware Supreme Court, the Supreme Court adopted Tesla’s argument that a 4X multiplier of counsel’s lodestar was appropriate, reducing the fee award to $54.5 million.
- Won jury verdict for LCT Capital in the Delaware Superior Court, successfully asserting a quantum meruit claim after LCT facilitated the $200 million acquisition of a company valued at over $1 billion. In a subsequent appeal, the Delaware Supreme Court increased the award by affirming entitlement to post-judgment interest on pre-judgment interest.
- Won dismissal for SolarWinds Corporation of a stockholder derivative action in the Delaware Court of Chancery attempting to hold the directors of SolarWinds liable for breach of fiduciary duty in connection with their oversight of the company’s cybersecurity.
- Won dismissal with prejudice for Trump Media & Technology Group (TMTG) in the Delaware Court of Chancery in a case involving a contested services agreement that United Atlantic Ventures LLC claimed granted it governance and equity rights in TMTG.
- Won dismissal with prejudice of an action filed in the Delaware Court of Chancery against GigAcquisitions2, LLC, GigCapital2, Inc. and related parties in which plaintiffs alleged they were fraudulently induced into a de-SPAC merger with a company called UpHealth. Dismissal affirmed on appeal to the Delaware Supreme Court.
- Successfully compelled arbitration in the Delaware Court of Chancery and thereafter prevailed in an arbitration on behalf of Stillfront Midco on earnout claims arising from a merger agreement. Following the arbitration award, the sellers appealed to the Delaware Supreme Court, which rejected the argument that their breach of contract claim and allegations of bad faith in the calculation of the earnout fell outside the arbitration clause. The Supreme Court similarly rejected sellers’ argument concerning alleged conflicts.
- Won dismissal with prejudice of a putative stockholder class action against The Forest Road Company, a special purpose acquisition company (SPAC), as well as its sponsor and certain former officers and directors of Forest Road, in an action filed in the Delaware Court of Chancery arising out of Forest Road’s de-SPAC transaction with The Beachbody Company, an online health and fitness platform.
- Won dismissal with prejudice for Japan NuScale Innovation, LLC in a class action in the District of Oregon arising from the public listing of NuScale Power via a de-SPAC merger. Plaintiffs, former executives and board members of the pre-merger company, alleged they held class-based veto rights under the operating agreement and sought damages from the company and its largest investors.
- Won summary judgment for Tilray Brands and its directors in a case raising novel issues concerning the interpretation of amendments to Section 242 of the Delaware General Corporation Law, which governs amendments to a corporation’s certificate of incorporation after stock has been issued. Judgment affirmed by the Delaware Supreme Court.
- Secured dismissal for Second Century Ventures, the venture arm of the National Association of Realtors, in a case brought in Fairfax County, Virginia by one of its portfolio companies alleging trade secret misappropriation and breach of shareholder fiduciary duty. Plaintiff portfolio company alleged that Second Century and the other defendants stole trade secrets and gave them to other portfolio companies, and the defendants breached fiduciary duties by refusing to vote their shares for the dissolution of the company. After the Court granted Second Century’s motion to dismiss, plaintiffs voluntarily dismissed the lawsuit.
- Won dismissal of securities-related claims for Resource REIT in a class action filed in the Baltimore Circuit Court. The plaintiff alleged that Resource REIT’s internalization transactions and subsequent acquisition by Blackstone REIT caused stock dilution and undervalued a prior shareholder demand. A special litigation committee conducted a five-month investigation and issued a 100-page report rejecting the claims.
- Won a significant victory for Hayfin Capital Management before the New York Supreme Court in a dispute in which the plaintiff, a former executive, alleged breach of a purchase agreement tied to Hayfin’s acquisition of a CLO business and sought damages based on securities-related claims. After reviewing our summary judgment motion, plaintiff voluntarily dismissed the case with prejudice.
- Represent ActiGraph Holdings LLC currently known as Ametris, in a dispute pending in Escambia County, Florida arising from an acquisition transaction in which Ametris alleges the seller failed to disclose that a material customer terminated an important contract less than a month before the transaction was scheduled to close.
- Won dismissal of a stockholder-derivative action seeking to hold the directors of Raytheon, now RTX, liable for a modification of equity compensation plans after Raytheon's merger with United Technologies. DLA successfully argued that the plaintiffs' failure to make a demand on the board, as generally required in a stockholder-derivative suit, was not excused. On appeal, the plaintiff argued the Court of Chancery should have inferred that the RTX board exceeded its authority when it delegated final approval of the amendment to the special committee and that the board knew it was required to obtain stockholder approval for the incentive plans. The Delaware Supreme Court rejected these arguments and held that the special committee did not exceed its authority. It further found that the board acted in good faith in interpreting an exception to the requirement for stockholder approval in the original option plan.
- Obtained a judgment in favor of Tyson Foods, Inc. via its subsidiary River Valley Ingredients, LLC (Tyson). Tyson, one of the world's largest food companies, was awarded $55 million in benefit-of-the-bargain damages for fraudulent inducement relating to an acquisition, plus pre- and post-judgment interest, following an eight-day trial in November 2024 in the Delaware Superior Court.
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Featured insights
The SEC recently issued a policy statement reversing its long-standing practice concerning mandatory arbitration clauses in connection with initial public offerings.
Key observations based on complaints filed since the beginning of 2024 alleging violations of the federal securities laws and including some reference to AI, machine learning, or related technologies.
