Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, N.Y. 10019-6099, U.S.A.
Mary Eaton is a partner in Willkie’s Litigation Department. Ms. Eaton specializes in complex commercial litigation, with a focus on shareholder litigation (including securities class actions and shareholder derivative claims) and other complex business disputes. Ms. Eaton regularly represents public and private companies, registered investment companies, registered investment advisors, private equity companies, officers, directors, and executives in a wide variety of commercial disputes in federal and state courts across the country. Ms. Eaton also regularly counsels clients on litigation avoidance and corporate governance matters.
Shareholder Derivative Claims. Ms. Eaton has extensive experience in shareholder derivative matters, representing boards of directors, companies, registered investment companies, and registered investment advisors in connection with shareholder demands and claims of all sorts. Ms. Eaton also regularly counsels boards of directors and special committees in connection with shareholder demands and related corporate governance matters.
Securities Class Actions. Ms. Eaton represents issuers, underwriters, officers and directors in securities class actions in federal and state courts across the country. Her practice covers a wide variety of industries, with a focus on financial services and asset management.
Complex Commercial Disputes. Ms. Eaton represents clients in a wide range of commercial disputes, including a contract dispute regarding the sale of an iconic work of post-modern art, a breach of fiduciary claim involving executive compensation, a corporate governance contest for control of a treasure salvage enterprise, and a claim for copyright infringement damages against a music file sharing service. Ms. Eaton’s ability to distill and simplify the critical issues has enabled her to successfully represent clients across a broad array of industries in litigations of all types, securing favorable verdicts and settlements for her clients.
Selected Professional and Business Activities
Ms. Eaton is a member of the Association of the Bar of the City of New York, the New York County Lawyers Association, 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.
Selected Significant Matters
Shareholder Derivative Litigation
Ms. Eaton’s shareholder derivative experience includes:
Securities Class Actions
Representing the independent directors of Citigroup, Inc. in "demand refused" and "demand excused" cases involving:
sale of mortgage-backed securities
alleged manipulation of LIBOR
marketing and sale of CDOs
mortgage servicing practices
Representing the independent trustees of the John Hancock closed-end funds in shareholder derivative action concerning the redemption of auction rate preferred securities.
Representing the Reserve Fund in numerous individual, derivative and class action securities cases arising out of decline of the fund’s net asset value.
Representing the independent directors of Merck & Co. in shareholder litigation arising out of the withdrawal of a pharmaceutical product.
Representing Level 3 Communications in a shareholder derivative action alleging corporate mismanagement
Ms. Eaton’s securities class action experience includes:
Complex Commercial Disputes
Representing Tower Group International Ltd.in a securities class action challenging the fairness of a merger transaction.
Representing the Reserve Fund in class action securities cases arising out of decline of the fund’s net asset value.
Representing the underwriters in a securities class action alleging securities fraud in connection with the Warner Chilcott initial public offering.
Representing Converium Holding AG in securities class action involving alleged misrepresentations concerning the adequacy of the company’s loss reserves.
Representing the underwriters in a private placement of securities of a waste management company.
Submitting amicus briefs to the United States Supreme Court on various issues arising under the federal securities laws, including mutual fund advisory fees under the Investment Company Act of 1940 and statute of limitations issues under the Securities and Exchange Act of 1934.
Ms. Eaton’s complex commercial litigation experience includes:
Representing Warburg Pincus in various disputes involving its dealings with prospective or former portfolio companies.
Representing Lime Wire LLC in a multibillion-dollar damages jury trial involving copyright infringement.
Representing the seller of a multi-million dollar work of art in a jury trial alleging breach of contract by the buyer.
Representing a former executive in a jury trial seeking claw back of deferred compensation.
Representing members of a Delaware LLC in a corporate control contest.
Selected Publications and Lectures
"Beware Red Flags: The SEC’s and CFTC’s Identity Theft Red Flag Rules" (The Investment Lawyer, September 2013).
"Delaware Supreme Court Issues Important Ruling Barring Re-Litigation of Stockholder Derivative Suit Under Collateral Estoppel" (Willkie Farr & Gallagher Client Memorandum, April 2013).
"If At First You Don’t Succeed: Scheme Liability After Janus" (The Investment Lawyer, March 2013).
"Gallus Revisited: Summary Judgment After Jones v. Harris" (The Investment Lawyer, September 2012).
"Important Decision In Credit Default Swap Litigation" (Willkie Farr & Gallagher Client Memorandum, April 2010)
"Supreme Court Upholds Gartenberg Standard" (Willkie Farr & Gallagher Client Memorandum, April 2010)
"U.S. Supreme Court Adopts "Nerve Center" Test For Diversity Jurisdiction" (Willkie Farr & Gallagher Client Memorandum, February 2010)
"Delaware Court of Chancery Refuses to Allow Private Equity Group to Deny Advancement and Indemnification Rights to Directors of Its Failed Portfolio Company" (Willkie Farr & Gallagher Client Memorandum, August 2009)
"Sonia Sotomayor’s Securities Law Opinions – What President Obama’s Supreme Court Nominee Might Mean For Private Securities Litigation" (securitiesdocket.com, June 2009).
"Eighth Circuit Provides For A Revised Standard For Review of Mutual Fund Advisory Fees" (The Metropolitan Corporate Counsel, June 2009)
"Supreme Court To Review ‘Inquiry Notice’ Standard For Securities Fraud Actions" (Willkie Farr & Gallagher Client Memorandum, May 2009)
"Delaware Chancery Court Refuses To Hold Citigroup’s Directors Personally Liable For Failing To Monitor Risks Associated With Citigroup’s Subprime Exposure" (Willkie Farr & Gallagher Client Memorandum, February 2009) (The Metropolitan Corporate Counsel, May 2009)
"SEC Sanctions Investment Adviser For Misleading Investors About The Quality and Rigor of Its Due Diligence Process For Evaluating Hedge Fund Investments" (Willkie Farr & Gallagher Client Memorandum, April 2009)
"Storm Warnings Revisited: The Statute of Limitations In Private Securities Fraud Actions" (Securities Litigation Report, February 2009)
2000, Columbia University School of Law, J.S.D.
1993, Columbia University School of Law, LL.M.
New York, 1997
- United States Supreme Court
- United States Court of Appeals, 2nd Circuit
- United States District Court, Southern District of New York
- United States District Court, Eastern District of New York