Securities Litigation

Our securities litigation practice group has a long history of effectively resolving securities and corporate governance disputes, including high stakes shareholder class actions and derivative claims, challenges to corporate mergers and other significant transactions, and a variety of other matters.

Overview

Securities class actions

Our securities litigators have successfully defended companies, directors, officers, and audit firms against securities claims arising under federal and state laws, including, for example, claims alleging fraudulent misrepresentations or omissions in communications to investors, errors or omissions with respect to reported financial performance, and negligent misstatements in securities offering documents.

High-stakes, multi-jurisdictional matters

We serve as lead counsel or coordinating counsel for corporate defendants in multi-jurisdictional litigation and have represented financial institutions in numerous litigations involving claims of billions of dollars relating to residential mortgage-backed securities. Our attorneys have also represented parties in closely watched litigation related to high-frequency trading.

Derivative lawsuits

We have defended shareholder derivative claims arising in a variety of contexts, including, for example, allegations of insider trading, self-dealing transactions, waste of corporate assets, usurpation of corporate opportunity, deficiencies in internal controls, and inadequate oversight.

Corporate governance disputes

We represent clients in a wide variety of corporate governance matters, including contests for corporate control, shareholder oppression claims, disputes over major corporate transactions, shareholder records requests, disputes arising under shareholder agreements, compensation of directors and officers, statutory appraisal actions, and disputes involving funding agreements, capital calls, option programs, and guaranty obligations.

Merger litigation

Our team has litigated numerous challenges to merger transactions involving public and private companies, including actions for injunctive relief to block or postpone mergers, lawsuits for damages based on an allegedly inadequate price, demands for additional information in merger-related disclosures, claims alleging breach of duties by directors and officers in approving and recommending merger transactions, and lawsuits alleging corporate waste or usurpation of corporate opportunity.

Internal and regulatory investigations

We assist clients with internal investigations arising from reports of potential internal controls violations, financial fraud, insider trading, and misleading representations to investors. We also counsel clients and represent them with respect to investigations and enforcement actions by the SEC, FINRA, DOJ, and the NASD.

Securities Class Actions

Amerivest Financial, LLC v. Pacific Northwest Title and Escrow Company, et al.

Defended Pacific Northwest Title against claims under Oregon Securities Act and for allegedly aiding and abetting breach of fiduciary duty, fraud, and breach of contract. Obtained complete defense verdict after two-week trial. (Multnomah Cty. (Oregon) Circuit Court). Affirmed by Oregon Court of Appeals, 263 Or.App. 327. Case No. 080201987; A144457 (Court of Appeals of Oregon 2014).

In re Washington Mutual Securities, Derivative and ERISA Litigation

Represented Washington Mutual officers in multidistrict class action litigation and tag-along cases pending in federal district court in the Western District of Washington involving securities claims arising from collapse of housing market and FDIC seizure of WAMU assets. Appointed by court as sole liaison counsel for all defendants. Case settled after four years of litigation. (W.D. Wash., 2011)

South Ferry LP, No. 2 v. Killinger

Defended former CFO of Washington Mutual against claims arising from alleged flaws in hedging strategies. Case resolved through settlement after five years of litigation, substantial motion practice and proceedings in 9th Circuit. (W.D. Wash. 2011)

Warlick v. Fatburger Holdings, Inc., et al.

Defended corporation and its directors in California action against claims arising from claimed breach of fiduciary duty, in connection with issuance of stock options. (Settled)

In re Loudeye Corporation Securities Litigation

Represented Nokia, Inc., in PSLRA securities class action. Briefed and argued successful motion to dismiss on the pleadings. (W.D. Wash. 2007)

Haberman v. Washington Public Power Supply System

Represented auditor for Washington Public Power Supply System in state and federal litigation concerning alleged securities fraud in connection with $2.25 billion in bonds issued by that entity to fund two terminated nuclear projects. Obtained dismissal of all claims in state trial court. Dismissal partially affirmed by Washington Supreme Court in leading case concerning Washington State Securities Act. 109 Wn.2d 107 (Wash. 1987)

Derivative and Other Investor Actions

Stroh v. Saturna Capital Corp.

Defended Saturna and its senior executives against whistleblower claims by former general counsel who alleged retaliation for reporting alleged violations of securities laws and regulations. Complete defense verdict after jury trial in June 2017. (W.D. Wash. 2014-2017; affirmed on appeal)

Access the USA v. State of Washington

Defended underwriters Citigroup, Merrill Lynch, and J.P. Morgan against claims under the Washington State Securities Act and Consumer Protection Act arising from failed attempt to purchase $143 million in Washington State bonds. All claims dismissed upon summary judgment motion. (King Cnty. (Wash.) Super. Ct. 2017-18; affirmed on appeal)

Mercer International, Inc. v. Gates Capital Mgmt., Inc.

Section 16(b) action to recover short-swing trading profits. (W.D. Wash. 2017)

Barovic v. Ballmer

Defended Microsoft directors against derivative claims for allegedly inadequate oversight, arising from a fine imposed by the European Union for violating a consent decree. Settled during discovery, with summary judgment motions pending. (W.D. Wash. 2014-2016)

SBI Holdings, Inc., et al. v. Acucela, Inc.

Action on behalf of founder of publicly-traded life sciences company to compel shareholders meeting to seek reinstatement as CEO. Motion granted. The meeting took place as demanded and the founder was reinstated. (Thurston Cnty. (Wash.) Super. Ct. 2015)

Lopez v. Nudelman

Represented CTI BioPharma, Inc. with respect to derivative claims against its directors for setting allegedly excessive board compensation. Settlement approved based on structural reforms. (King Cnty. (Wash.) Super. Ct. 2015)

Aexel, et al. v. Seattle Financial Group

Defended Seattle Financial Group and its senior executives against claims arising from devaluation of phantom stock units. Settled after partial dismissal of claims. (King Cnty. (Wash.) Super. Ct. 2013)

Gordon v. Microsoft Corporation

Defended Microsoft and its Board against claims of a putative class of shareholders seeking to enjoin annual meeting based on allegedly inadequate proxy disclosures concerning executive pay and employee incentive compensation plan. After Microsoft filed a motion to dismiss, plaintiff dismissed with prejudice. (King Cnty. (Wash.) Super. Ct. 2012)

Harvey v. Gendelman

Defended officers of a closely held company against co-founder’s derivative claims for alleged breaches of fiduciary duty. Claims dismissed upon successive motions for partial summary judgment; defendants were awarded attorneys' fees. (King Cnty. (Wash.) Super. Ct. 2012)

Aventa Learning, Inc. et al. v. K12, Inc. et al

Defended K12 Inc. and its affiliate in Washington State Securities Act (WSSA) claim. Settled shortly before trial. (W.D. Wash. 2011)

Professional Liability Claims

FutureSelect Portfolio Management, Inc. v. Tremont Group Holdings, Inc.

Defending accounting firm against securities and common law claims arising from investments in Madoff feeder funds. Obtained complete dismissal of claims with prejudice. Appeal pending. (King Cnty. (Wash.) Super. Ct. Ongoing)

Morton v. Brown*

Pursued derivative claims for breach of fiduciary duties against the general partner of the master limited partnership that owns and operates Hard Rock Cafe restaurants. The action resulted in the sale of defendant's equity to outside investors. (L.A. Cnty. (Cal.) Super. Ct.)

*Denotes an attorney's experience prior to joining Davis Wright Tremaine

Merger Litigation

In re Zulily, Inc. Litigation

Defended Zulily, Inc. and its officers and directors against claims challenging proposed merger with Liberty Interactive. Case settled based on supplemental disclosures. (W.D. Wash. 2017)

Kuhnle v. Clearwire

Represented Clearwire against derivative action seeking to block its acquisition by Sprint. Successfully moved for stay in deference to parallel action pending in Delaware. Plaintiffs then stipulated to dismissal with prejudice. (King Cnty. (Wash.) Super. Ct. 2013)

In re SonoSite Shareholder Litigation

Represented FujiFilm Holdings Corp. against shareholder claims seeking to enjoin its acquisition of SonoSite. Case resolved on the basis of enhanced disclosures in proxy statement. (King Cnty. (Wash.) Super. Ct. 2012)

In re Zymogenetics Shareholder Litigation

Represented Bristol-Myers-Squibb against class claims by shareholders seeking to enjoin its acquisition of Zymogenetics. Case resolved on the basis of enhanced disclosures in proxy statement. (King Cnty. (Wash.) Super. Ct. 2011)

Stationary Engineers Local 39 v. Semitool, Inc.

Defended Semitool, Inc. and its officers and directors against shareholder class actions challenging the Company’s cash-out merger with Applied Materials, Inc. Settled on a non-monetary basis after plaintiffs’ motion for expedited discovery was denied. (Eleventh Judicial District, Kalispell Cnty. (Mont.) 2010)

Lopez v. Klein

Represented Getty Images and its directors in derivative claims arising out of acquisition of Getty Images by Hellman & Friedman LLC. Settled on the basis of enhanced disclosures in proxy statement. (King Cnty. (Wash.) Super. Ct. 2007)

Staer v. Shurgard Storage Centers, Inc.

Represented Shurgard and its directors with respect to derivative claims arising out of acquisition of Shurgard by Public Storage. Settled on the basis of enhanced disclosures in proxy statement. (King Cnty. (Wash.) Super. Ct. 2006)

Investigations/Enforcement Actions

SEC v. Symbol Technologies, Inc.

Defended former CEO of Symbol in SEC lawsuit alleging federal securities law violations in the form of accounting fraud on financial statements. (E.D.N.Y.; appeal pending in the 2nd Circuit Court of Appeals)