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John J. Clarke

John J. Clarke Jr.

Partner

Co-Chair, Corporate and Securities Litigation Practice

About

John Clarke is co-chair of the firm's Corporate and Securities Litigation practice with several decades experience leading the defense of complex disputes involving securities, trust indentures, merger and stockholder derivative litigation, financial institutions, structured transactions, and bankruptcy and fraudulent transfer claims. He has appeared for clients as lead counsel in federal and state courts across the nation, including the U.S. Court of Appeals for the Second, Third, Fifth, Seventh, Eleventh, and D.C. Circuits, the Delaware Court of Chancery, and the Supreme Court of Delaware.

John has been recognized for securities litigation by both Chambers USA and The Legal 500 United States.  Clients say he “is a very strong litigator. He's great on his feet in the courtroom and an excellent writer and “is knowledgeable, strategic, and thinks outside of the box.”  The knowledge and experience he gained in financial institution litigation following the global financial crisis led to John’s service as chairman of the Banking Law Committee of the Association of the Bar of the City of New York, where he led the Committee’s advocacy work as amicus curiae and in legislative and regulatory comment letters.

Bar admissionsNew YorkConnecticut
CourtsSupreme Court of the United StatesUnited States Court of Appeals for the District of Columbia CircuitUnited States Court of Appeals for the Second CircuitUnited States Court of Appeals for the Third CircuitUnited States Court of Appeals for the Fifth CircuitUnited States Court of Appeals for the Seventh CircuitUnited States Court of Appeals for the Tenth CircuitUnited States District Court for the Southern District of New YorkUnited States District Court for the Eastern District of New YorkUnited States District Court for the District of ConnecticutUnited States District Court for the District of Colorado

EXPERIENCE

  • Leading the representation of a global biopharmaceutical company in an action for alleged breach of an indenture governing a series of more than 700 million publicly traded contingent value rights issued in a strategic merger. The plaintiff asserts that our client failed to use “diligent efforts” to obtain FDA approval of a new product contact in time to meet the payment contingency for the CVRs. Our client has asserted that the federal court lacks subject matter jurisdiction because the alleged trustee was not appointed in accordance with requirements of the governing indenture;
  • Representing the same biopharmaceutical company and its directors and officers in several putative class actions asserting claims under the federal securities laws based on disclosures related to the CVRs. A federal court recently dismissed the lead action with prejudice.
  • Representing the underwriters in an alleged class action asserting claims under both the Securities Act and the Securities Exchange Act based on disclosures by a biotech company. The district court granted the underwriters’ motion to dismiss all claims with prejudice. A global settlement was reached soon thereafter with no contribution from our client;
  • Represented the underwriter defendants in an action asserting Securities Act claims based on offerings by two royalty trusts established by an oil-and-gas exploration company. The court granted our motion to dismiss based on the plaintiffs’ failure to comply with the notice and lead plaintiff requirements of the PSLRA. After a new plaintiff complied with those requirements, the court granted our motion to dismiss the claims with prejudice because they were barred by the statute or repose;
  • Represented a technology company and its directors and officers in a post-closing action for damages under Exchange Act § 14(a) for alleged disclosure violations in connection with a going private merger.  The federal court granted our motion to dismiss with prejudice notwithstanding an earlier opinion by the Delaware Court of Chancery denying a similar motion in an earlier breach of fiduciary duty case;
  • Represented a national personal lines insurance company and two of its senior officers in a securities fraud action challenging statements concerning the reasons for an unexpected increase in auto claim frequency. Successfully obtained Seventh Circuit reversal of class certification order in an opinion that later was followed by the Supreme Court of the United States;
  • Represented the board of directors of the same company in stockholder derivative actions based on the same allegations. Obtained dismissal of first filed action in state court for failure to allege demand futility, which was affirmed on appeal, and obtained a stay of second-filed federal action under the Colorado River abstention doctrine followed by a res judicata dismissal.
 
Education
  • J.D., University of Virginia 1990
  • A.B., Dartmouth College 1987

Awards

  • Chambers USA
    • New York Litigation: Securities (2023) 
  • The Legal 500 United States
    • Recommended, M&A Litigation: Defense (2023)
    • Recommended, Securities Litigation – Defense (2023)

Publications

  • Buying assets from the FDIC, 17 March 2023

REPRESENTATIVE MATTERS

  • Leading the representation of a global biopharmaceutical company in an action for alleged breach of an indenture governing a series of more than 700 million publicly traded contingent value rights issued in a strategic merger. The plaintiff asserts that our client failed to use “diligent efforts” to obtain FDA approval of a new product contact in time to meet the payment contingency for the CVRs. Our client has asserted that the federal court lacks subject matter jurisdiction because the alleged trustee was not appointed in accordance with requirements of the governing indenture;
  • Representing the same biopharmaceutical company and its directors and officers in several putative class actions asserting claims under the federal securities laws based on disclosures related to the CVRs. A federal court recently dismissed the lead action with prejudice.
  • Representing the underwriters in an alleged class action asserting claims under both the Securities Act and the Securities Exchange Act based on disclosures by a biotech company. The district court granted the underwriters’ motion to dismiss all claims with prejudice. A global settlement was reached soon thereafter with no contribution from our client;
  • Represented the underwriter defendants in an action asserting Securities Act claims based on offerings by two royalty trusts established by an oil-and-gas exploration company. The court granted our motion to dismiss based on the plaintiffs’ failure to comply with the notice and lead plaintiff requirements of the PSLRA. After a new plaintiff complied with those requirements, the court granted our motion to dismiss the claims with prejudice because they were barred by the statute or repose;
  • Represented a technology company and its directors and officers in a post-closing action for damages under Exchange Act § 14(a) for alleged disclosure violations in connection with a going private merger. The federal court granted our motion to dismiss with prejudice notwithstanding an earlier opinion by the Delaware Court of Chancery denying a similar motion in an earlier breach of fiduciary duty case;
  • Represented a national personal lines insurance company and two of its senior officers in a securities fraud action challenging statements concerning the reasons for an unexpected increase in auto claim frequency. Successfully obtained Seventh Circuit reversal of class certification order in an opinion that later was followed by the Supreme Court of the United States;
  • Represented the board of directors of the same company in stockholder derivative actions based on the same allegations. Obtained dismissal of first filed action in state court for failure to allege demand futility, which was affirmed on appeal, and obtained a stay of second-filed federal action under the Colorado River abstention doctrine followed by a res judicata dismissal.

Connect

Phone

+1 212 335 4920
(Work, New York)