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Clifford Thau

Clifford Thau Partner, Commercial & Business Litigation

Cliff’s main area of practice is commercial litigation with a focus on securities litigation and regulatory and internal investigations. He represents issuers, underwriters, and officers and directors in class action lawsuits; securities and private equity firms and senior management in federal and state regulatory proceedings; and Audit and Special Committees in internal investigations and SEC investigations. Cliff also represents corporations in commercial litigation and accounting firms in malpractice actions and bankruptcy court proceedings.

Cliff is the Co-Managing Partner of the New York office and is Co-Head of the firm’s Government Investigations Group. 

Experience Highlights

Securities Litigation & Regulatory Proceedings

  • Successfully represented firms and individuals in non-public regulatory investigations into violations of federal securities laws
  • Successfully represented a major oil company in connection with an SEC inquiry concerning the company’s analysis of the requirements for establishing reserves and disclosures of its contingent liabilities arising out of a major oil spill; the SEC concluded its inquiry without any enforcement action
  • Successfully represented an independent exploration and production company in an SEC investigation in connection with activities involving shale gas plays; the SEC concluded its investigation without any enforcement action
  • Successfully represented and currently represent a major international financial firm in connection with regulatory inquiries brought by the SEC, FINRA, and state law enforcement agencies, including inquiries into the firm’s investments in energy projects
  • Successfully represented an energy-focused private equity firm in the bankruptcy of a portfolio company, a midstream oil and gas company, including court-appointed Examiner’s investigation, regulatory inquiries, and securities class action
  • Successfully represented an exploration and production company, and its senior officers and directors, in connection with a 10b-5 class action, regulatory inquiries by the SEC, and derivative suits; the SEC discontinued its inquiry without recommending any enforcement action; after a number of victories on procedural and discovery-related matters, we settled the class action and derivative actions on terms favorable to our client
  • Successfully represented an international construction firm in a securities class action (dismissal ordered by 5th Circuit) and SEC investigation
  • Successfully represented a private equity firm in an SEC pay-to-play investigation
  • (S.D.N.Y.); (2d Cir.) — Successfully represented a defense contractor in District Court in which an investment firm sought to commence an arbitration to pursue claims under the federal securities laws and common law claims; obtained an order staying the arbitration and successfully appealed the decision of the District Court from the Magistrate Judge, which permitted the securities law claims to be arbitrated, to the Second Circuit, which reversed the District Court’s ruling; the lawsuit was then settled favorably on behalf of our client
  • (E.D.N.Y.); (2d Cir.) — Successfully represented senior management of national operator of golf courses in a securities class action (dismissal affirmed by Second Circuit)
  • (S.D.N.Y.) — Successfully represented the CEO of an entertainment corporation in options backdating litigation
  • (S.D.N.Y.) — Successfully represented broker-dealer against fraud claims brought by SEC in Madoff scandal-related litigation

Audit Committee Representations

  • Represent Audit Committee of a public technology company in a SEC/DOJ and FCPA investigation
  • Represented Audit Committee of a public telecommunications company in an investigation of pay-for-play leading to the award of a contract from a local government
  • Represented Audit Committee of a public company in a SEC and grand jury investigation into accounting irregularities at a garment manufacturer
  • Represented Audit Committee of a public company in a SEC investigation into accounting irregularities at a food producer

Commercial & Business Litigation

  • (N.Y. Sup.); (N.Y. App. Div.) — Successfully represented a Big Four client in a case brought in New York Supreme Court; the plaintiff was the former president, CEO and largest shareholder of a Big Four audit client; the Supreme Court dismissed all of the plaintiff’s claims, holding that the plaintiff was not a third-party beneficiary of the audit client’s engagement letter; the Appellate Division of the Supreme Court unanimously affirmed
  • (S.D.N.Y.) — Successfully represented a national newspaper against fraud and breach of contract claims arising out of a subscription scam; obtained dismissal
  • (2d Cir.) — Successfully represented a national real estate investment trust in a lawsuit alleging a conspiracy to violate antitrust laws (dismissal affirmed by 2nd Circuit)
  • (E.D.N.Y.) — Successfully represented a national cable news company against the operator of New York City’s cable system for fraud and antitrust violations
  • (2d Cir.) — Successfully represented a New York newspaper in the dismissal of an age discrimination lawsuit in the United States Court of Appeals (dismissal affirmed by 2nd Circuit)
  • (S.D.N.Y.) — Successfully represented a New York newspaper in an environmental law challenge to the construction of a new printing facility
  • Successfully represented the producers of a Broadway show in a contract dispute with the family of a playwright

Contact Details

New York

T +
F +1.917.849.5321
666 Fifth Avenue
26th Floor
New York, NY 10103-0040
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Cliff's Practices

  • Columbia Law School, J.D., 1981
  • University of Pennsylvania, B.A., 1978
  • Admitted to practice: New York; United States Supreme Court; U.S. Court of Appeals, Second and Fifth Circuits; U.S. District Court, Southern and Eastern Districts of New York
  • Chambers USA, Litigation: Securities (New York), 2009–2017
  • Legal 500 U.S., Dispute Resolution: Corporate Investigations and White-Collar Criminal Defense, 2017; Securities: Shareholder Litigation, 2012−2016; Securities Litigation: Defense, 2016 and 2017
  • The Best Lawyers in America© (Woodward/White, Inc.), Commercial Litigation, 2005–2017; Litigation - Regulatory Enforcement (SEC, Telecom, Energy), 2012–2017; in Litigation – Securities, 2013 and 2014
  • Selected to the New York Super Lawyers list, Super Lawyers (Thomson Reuters), 2006–2017