Mary Eaton Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8626 F 212-728-9626

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Mary Eaton is a partner in the Litigation Department of Willkie Farr & Gallagher LLP in New York. Ms. Eaton specializes in complex commercial litigation, including securities class actions, shareholder derivative claims and other complex business law disputes. She has experience representing public and private companies, their officers and directors, mutual funds and securities underwriters in both state and federal courts.

Ms. Eaton is the author of "Storm Warnings Revisited: The Statute of Limitations In Private Securities Fraud Actions" (Securities Litigation Report, February 2009), and the co-author of numerous other articles concerning securities and other business law issues, including "Delaware Chancery Court Refuses To Hold Citigroup’s Directors Personally Liable For Failing To Monitor Risks Associated With Citigroup’s Subprime Exposure" (The Metropolitan Corporate Counsel, May 2009), "Eighth Circuit Amends Standard For Review Of Mutual Fund Advisory Fees" (The Metropolitan Corporate Counsel, June 2009), and "Sonia Sotomayor’s Securities Law Opinions – What President Obama’s Supreme Court Nominee Might Mean For Private Securities Litigation" (securitiesdocket.com, June 10, 2009).  Ms. Eaton is also a member of the Association of the Bar of the City of New York, the Federal Bar Council and the National Association of Women Lawyers, and serves on the board of directors (Secretary) of the Children’s Law Center of New York.

Ms. Eaton served as law clerk to Justice Bertha Wilson of the Supreme Court of Canada.

• Brautigam v. Rubin et al. (S.D.N.Y.) Representing independent directors of Citigroup, Inc. in a shareholder derivative action alleging illegal mortgage servicing practices.
  
  
• Zucker v. Rubin et al. (New York Sup. Ct.) Representing independent directors of Citigroup, Inc. in a shareholder derivative action alleging unlawful manipulation of U.S. LIBOR.
  
  
• In re Citigroup Derivative Litigation (S.D.N.Y.) Representing independent directors of Citigroup, Inc. in a shareholder derivative action arising out of a negative say-on-pay vote.
  
  
• Arista Records, LLC. et al. v. Lime Wire, LLC et al. (S.D.N.Y.) Represented defendant Lime Wire and its founder in damages phase of multibillion-dollar trial against the major record companies for inducing copyright infringement.
  
  
• Richelson v. John Hancock Advisers, LLC, et al. (Mass. Sup. Ct.). Represented independent trustees of the John Hancock closed-end funds in shareholder derivative action for breach of fiduciary duty arising out of redemption of auction rate preferred securities.
  
  
• In re The Reserve Fund Securities And Derivative Litigation, MDL No. 2011 (S.D.N.Y.). Representing mutual fund in numerous individual, derivative and class action securities cases arising out of decline of the fund’s net asset value.
  
  
• Fagin v. Scolnick, No. ATL-L-3406-07 (Sup. Ct. N.J.). Representing independent directors in shareholder derivative action for breach of fiduciary duty and other claims arising out of withdrawal of pharmaceutical product.
  
  
• Jones v. Harris, No. 08-586 (U.S.S.C.). Submitted amicus curiae brief in appeal concerning mutual fund advisory fees under the Investment Company Act of 1940.
  
  
• Merck & Co., Inc. v. Reynolds, No 08-905 (U.S.S.C.). Submitted amicus curiae brief in appeal concerning "storm warnings" doctrine in federal securities law class action raising statute of limitations issues.
  
  
• In re Warner Chilcott Securities Litigation, No. 06-cv-11515 (S.D.N.Y.). Represented underwriters in securities class action arising out of the initial public offering of pharmaceutical company.
  
  
• In re Converium Holding AG Securities Litigation, No. 04-cv-7897 (S.D.N.Y.). Represented foreign issuer in securities class action arising out of IPO of reinsurance company.
  
  
• Rumsfeld v. Padilla, 124 S. Ct. 2711 (2004). Submitted amicus curiae brief in appeal concerning authority of President to detain "enemy combatants."
  
  
• QoS Networks Inc. v. Warburg Pincus & Co., 669 S.E.2d 536 (Ga. 2008). Represented majority stockholder in case brought by failed internet start-up alleging breach of fiduciary duty and breach of contract.
  
  
• O’Neill v. Warburg Pincus & Co., 833 N.Y.S.2d 461 (1st Dep’t 2007). Represented majority stockholder in case brought by investors in failed internet start-up alleging breach of fiduciary duty and breach of contract.
  
  
• Warburg Pincus Equity Partners, L.P. v. Keane, 812 N.Y.S.2d 36 (2006). Represented private equity investor in action against portfolio company executive for non-payment of loan.
  
  
• Dayton Power and Light Corp. v. Forster, No. 04-5657 (Ohio Ct. C.P.) Represented former CEO in litigation over company’s improper withholding of benefits and alleged breach of fiduciary duty.

Ms. Eaton has also been involved in litigating cases involving alleged breaches of prime brokerage agreements (MKP Master Fund LDC v. Salomon Smith Barney, Inc., No. 601396/99 (N.Y. Sup. Ct.)), stockholder derivative claims for breach of fiduciary duty (Haegle v. Scott, 02-cv-0196 (Dist. Ct. Colo.)), and claims against securities underwriters (Federated Management Co. v. Coopers & Lybrand, No. 97CVH-01-2196 (Ohio Ct. C.P.).