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Clifford Thau
Clifford Thau
Partner — Commercial & Business Litigation
Partner — Commercial & Business Litigation

Clifford Thau

Clifford Thau
New York

The Grace Building
1114 Avenue of the Americas
32nd Floor
New York, NY 10036

Clifford Thau

Known in the market as “a fearsome litigator” (Chambers USA 2019), 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 respected for having “a command of the situation and subject matter better than any attorney I have ever worked with.” (Client Feedback: Chambers USA 2019).

Cliff is the Co-Managing Partner of the New York office.

Securities Litigation & Regulatory Proceedings

  • 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 a 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 in connection with a 10b-5 class action, an SEC investigation, and derivative suits; the SEC discontinued its inquiry without recommending any enforcement action

  • Successfully represented an international construction firm in a securities class action and SEC investigation

  • Successfully represented a private equity firm in an SEC pay-to-play investigation

  • 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

  • Successfully represented senior management of national operator of golf courses in a securities class action (dismissal affirmed by Second Circuit)

  • Successfully represented the CEO of an entertainment corporation in options backdating litigation

  • Successfully represented broker-dealer against fraud claims brought by SEC in Madoff scandal-related litigation

  • 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

  • On behalf of the board of a master limited partnership, conducted an on-site investigation in West Virginia of alleged conflicts of interest by senior management involving real estate transactions

  • On behalf of the board of a private equity firm, investigated whether senior management was involved or aware of false statements made to municipalities in connection with zoning applications

  • Represented an international pharmaceutical company in a series of arbitrations over coverage against insurance carriers

  • Represented an international pharmaceutical company in a post-closing working capital arbitration

  • Successfully represented a Big Four accounting firm  in a case brought in New York Supreme Court; 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

  • Successfully represented a national newspaper against fraud and breach of contract claims arising out of a subscription scam; obtained dismissal

  • Successfully represented a national real estate investment trust in a lawsuit alleging a conspiracy to violate antitrust laws (dismissal affirmed by 2nd Circuit)

  • Successfully represented a national cable news company against the operator of New York City’s cable system for fraud and antitrust violations

  • 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)

  • 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

Credentials

  • Columbia Law School, J.D., 1981
  • University of Pennsylvania, B.A., 1978
  • Chambers USA, Litigation: Securities (New York), 2009–2020
  • Legal 500 U.S., Dispute Resolution: Corporate Investigations and White-Collar Criminal Defense, 2017−2019; Securities: Shareholder Litigation, 2012−2016; Securities Litigation: Defense, 2016−2020
  • The Best Lawyers in America© (BL Rankings, LLC), Commercial Litigation, 2005–2020; Litigation – Regulatory Enforcement (SEC, Telecom, Energy), 2012–2020; in Litigation – Securities, 2013 and 2014
  • Selected to the New York Super Lawyers list, Super Lawyers (Thomson Reuters), 2006–2019
  • 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
  • “The Gatekeepers’ Course: Navigating Evolving Trends in Corporate Governance and Compliance,” V&E Houston Office, June 12, 2019 (speaker)
  • “The Gatekeepers’ Course: Navigating Evolving Trends in Corporate Governance and Compliance,” V&E Dallas Office, June 5, 2019 (speaker)
  • “The Gatekeepers’ Course: Navigating Evolving Trends in Corporate Governance and Compliance,” V&E Austin Office, May 28, 2019 (speaker)
  • Preserving Privilege: Considerations to Maintain Client-Attorney Confidentiality, RANE, April 19, 2018
  • “Restatements and Late Periodic Reports,” Energy Series, V&E Houston Office, March 21, 2018 (speaker)
  • “The SEC Announces Results of Enforcement Actions in Fiscal 2017,” V&E SEC Enforcement Update E-communication, November 29, 2017 (co-author)
  • “Protecting Privilege: Best Practices for In-House Counsel,” September 12, 2017 (speaker)
  • “U.S. Supreme Court in Salman Says “Personal Benefit” Does Not Have to be Tangible,” V&E Shareholder Litigation and Enforcement Update E-communication, December 12, 2016 (co-author)
  • “Private Equity Litigation & Regulatory Considerations”, V&E Continued Legal Education (CLE) Program, June 6, 2016 (co-presenter)
  • “The DOJ and SEC’s New Tough Love Program for Corporations and Executives,” V&E Client Presentation, June 3, 2016 (co-presenter)
  • “Broken Windows and Broken Gates: The SEC’s Recent Focus on Accounting Violations”, January 7, 2016 (co-presenter)
  • “When Is Hiring Independent Counsel Necessary, and When Is It Not?,” September 19, 2015 (co-presenter)
  • “Best Practices for Managing Government and Internal Investigations,” September 18, 2015 (co-presenter)
  • “Private Equity Litigation/Regulation – Year in Review,” V&E Continued Legal Education (CLE) Program, June 18, 2014 (co-presenter)
  • Q&A With Vinson & Elkins’ Cliff Thau,” Law360, May 24, 2013
  • “Advice for V&E Private Equity Clients – A Litigator’s View,” V&E Continued Legal Education (CLE) Program, May 23, 2013 (co-presenter)
  • Securities Litigation Issues Impacting Energy Companies,” V&E Securities Litigation Insights, Issue 10, Spring 2013 (co-author)
  • “Securities Investigations and Enforcement,” Vinson & Elkins’ Second Annual Hydraulic Fracturing Symposium, July 19, 2012
  • “The SEC’s New Initiatives Mean Increased Scrutiny for Companies, Including Officers and Directors,” Securities Litigation Insights, Fall 2009 (co-author with Ari Berman)
  • “SEC’s Director of Enforcement Announces New Initiatives,” V&E Litigation Update, August 7, 2009 (co-author with Ari Berman)
  • “Thawing the Freeze in the Auction Rate Securities Market,” CLE presentation to Clients, April 2008
  • “Examining Recent Trends in Securities Class Action Lawsuits,” IQPC Securities Litigation Conference, November 2007
  • “Options Backdating Litigation and Investigation,” IQPC Securities Litigation Conference, May 2007
  • CPLR §7502(c): Changes to Aid Arbitration Remedies,” New York Law Journal, June 4, 2007 (co-author with Ari Berman)
  • Key Federal Court Rules on Securities Fraud Pleading Standard,” Legal Opinion Letter, Washington Legal Foundation, April 30, 2004 (co-author with Gregory Zimmer)
  • “In Internal Investigations, Cooperation is Key,” New York Law Journal, May 5, 2003 (co-author with Gregory Zimmer)
  • “Blowing the Whistle on Fraud,” The National Law Journal, November 25, 2002 (co-author with Gregory Zimmer)