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Shareholder Litigation & Enforcement

Vinson & Elkins’ Shareholder Litigation & Enforcement group consists of three primary practices—securities litigation, fiduciary duty litigation, and securities enforcement investigations. Our securities litigation practice focuses on state and federal securities lawsuits, including securities fraud class actions. Our fiduciary duty practice includes pre- and post-closing challenges to mergers and acquisitions, master limited partnership (MLP) litigation, derivative lawsuits, and other claims made against corporate officers and directors under Delaware law.

V&E lawyers routinely appear in Delaware Chancery Court, and have successfully argued cases in the Delaware Supreme Court. Our securities enforcement practice handles securities fraud class actions, fiduciary duty litigation, MLP litigation, derivative actions, lawsuits relating to corporate governance litigation, and proceedings before state and federal securities regulators. At times, our clients face components of each of these litigation areas at the same time, and our team works closely to maximize our clients’ chances of winning.

Securities Litigation

  • (S.D.N.Y.) — Obtained favorable settlement on behalf of publicly traded frac sand producer and supplier and its directors and officers in federal securities class action lawsuit alleging violations of Section 10b-5 of the Securities Exchange Act and Section 11 of the Securities Act arising from initial public offering; obtained dismissal in related derivative litigation in Texas state court

  • (9th Cir.); (N.D. Cal.); (Cal. Super. − Santa Clara Cnty.) — Secured on appeal affirmance of dismissal of a securities class action complaint against a pharmaceutical company and two senior officers arising from disappointing FDA action on a drug approval application; represented defendant officers and directors also in related shareholder derivative litigations in federal and state courts in California

  • (S.D.N.Y.) — Representation of broker-dealer and two of its officers in lawsuits commenced by the SEC, SIPC Trustee, private investors and state securities regulators and in FINRA arbitrations arising from the Madoff Ponzi scheme; obtained dismissal of SEC complaint in S.D.N.Y. 

  • (D. Del.) — Lead counsel for money transfer services company in Section 11 litigation arising out of secondary offering shortly before stock drop

  • (D. Md.) — Secured dismissal on a first motions of a securities class action against a biotechnology company, and certain officers and directors, related to a failed drug trial

  • (S.D. Tex.) — Defended retailer and certain of its officers in federal securities class action and derivative lawsuits in Texas federal court alleging violations of Section 10(b) of the Securities Exchange Act arising from restated financials  

  • (Del. Ch.); (W.D. Wash.); (Wash. Super. – King Cnty.) — Representing a biotechnology company, and various officers and directors, in a consolidated securities class action in federal court in Washington State, and in related individual securities litigation and shareholder derivative litigations in state and federal court in Washington State and in Delaware, relating generally to missed revenue guidance, the withdrawal of financial guidance and alleged insider trading; this matter also included a formal investigation by the SEC

  • (S.D.N.Y.) — Obtained motion to dismiss on behalf of an E&P company, and certain of its officers and directors, in a securities class action in New York federal court alleging violations of Sections 11, 12, and 15 of the Securities Act in connection with the client’s initial public offering

Fiduciary Duty Litigation

  • Obtained reversal from the Delaware Supreme Court of an injunction entered by Delaware Chancery Court in lawsuit arising from a proposed transaction involving C&J Energy Services, Inc. and a subsidiary of Nabors; Decision affirmed by the Delaware Supreme Court on March 23, 2017 C&J Energy Servs., Inc. v. City of Miami Gen. Employees’, 107 A.3d 1049 (Del. 2014); Subsequently, obtained dismissal of post-closing damages claims and an award of fees and expenses relating to the injunction 2016 WL 4464274 (Del. Ch. Aug. 24, 2016)

  • (Tex. Dist. – Harris Cnty.) — Obtained settlement for nominal attorneys’ fees on behalf of midstream company, its directors, and certain of its affiliates in lawsuit alleging breach of fiduciary duties arising from drop-down transaction

  • (Del. Ch.) — Obtained dismissal on behalf of E&P company, its directors and certain of its affiliates in class action lawsuit alleging breach of fiduciary duty arising from merger transaction; obtained dismissals in related litigation in the U.S. District Court for the District of Delaware, the U.S. District Court for Southern District of New York, and in Texas state court

  • (Del. Ch.) — Representing pipeline company and its Conflicts Committee in class action lawsuit alleging breach of fiduciary duty arising from merger transactions

SEC Enforcement & Investigations

  • Represented international construction company in an SEC investigation arising out of company’s use of confidentiality agreements with employees, resulting in closely-watched settlement 

  • 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

  • Representation of oil and gas company in an SEC investigation related to company’s sales practices

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

  • Represented field services company in an SEC investigation related to accounting for employee PTO and general financial controls 

  • Representation of Big Four accounting firm in an SEC investigation regarding appropriate accounting for VPP transactions by gas production company

  • 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

  • Representation of international construction company in an SEC investigation of financial restatement arising out of percentage completion accounting practices

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