Todd G. Cosenza Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8677 F 212-728-9677

Todd G. Cosenza is a partner in the Litigation Department of Willkie Farr & Gallagher LLP in New York. Mr. Cosenza specializes in complex financial litigation, with a focus on securities class action litigation.

His practice includes representation of issuers, officers, directors, underwriters, and accounting firms in securities class actions and other related matters. He also has experience in a broad range of commercial disputes, including insurance coverage, banking, real estate, copyright, and antitrust matters. Mr. Cosenza is the recipient of Fordham Law School's "Rising Star Award," which recognizes the extraordinary achievements of a distinguished alumnus.

Mr. Cosenza serves on the Board of Directors and is the Assistant Secretary for the Federal Bar Foundation, and is a member of the Federal Bar Council’s Program Committee. He is also a member of the New York City Bar Association’s Securities Litigation Committee, its Credit Crisis Litigation Subcommittee, and serves as the Chair of its Mergers & Acquisitions Committee. Mr. Cosenza is the author of a number of articles on recent developments in the federal securities laws.

Recently, Mr. Cosenza was selected to join the Board of Directors of the Fordham Law School Alumni Association, and he continues to serve as the Vice Chairman of the Association’s Membership Committee. He is also a member of the President's Council of Fordham University.

Mr. Cosenza’s significant matters include the following:

• In re Facebook, Inc. IPO Securities & Derivative Litig. (MDL) – Representing Facebook, Inc. and its officers and directors in over 40 securities and derivative lawsuits filed in connection with Facebook’s May 18, 2012 initial public offering.
  
  
• Arista Records, LLC. et al. v. Lime Wire, LLC et al. (SDNY) – Represented defendant Lime Wire and its founder in damages phase of multibillion-dollar trial against the major record companies for inducing copyright infringement. Trial team was profiled in Law 360, "How They Won It: Willkie Farr Gets Record Cos. To Settle For A Song," June 20, 2011.
  
  
• In re Ambac Securities Litig. (SDNY) – Representing Big 4 accounting firm in securities class action arising out of monoline insurer products involving mortgage-backed securities, collaterized debt obligations, and credit default swaps.
  
  
• In re The Reserve Fund Securities Litig. and Related Actions (MDL) – Represented $51 billion money market mutual fund in high-profile "break the buck" litigation involving regulatory proceedings and more than 40 separate class, individual, and derivative lawsuits brought by investors in state and federal courts throughout the country.
  
  
• In re SCOR Holding (Switzerland) AG (f/k/a Converium Holding AG) Securities Litig. (SDNY) – Represented issuer, officers, and directors in complex securities class action arising out of alleged reserving deficiencies at a major Swiss multiline reinsurer.
  
  
• In re Enron Securities Litig. and Related Actions (MDL) – Represented major financial institution in all Enron-related actions. As profiled in the October 2006 issue of The American Lawyer, was member of team that secured a significant legal victory by obtaining dismissal of $40 billion securities class action brought against client.
  
  
• In re The Bank of New York Shareholder Derivative Litig. (SDNY) – Represented major financial institution in shareholder derivative actions brought in federal and state courts after allegations of fraud and money laundering were made concerning financial institution’s operations in Russia and Eastern Europe.
  
  
• In re Citigroup Derivative Litig. (NY) – Representing Citigroup directors in action claiming breaches of fiduciary duties in relation to Citigroup’s alleged manipulation of the London InterBank Offered Rate ("Libor").
  
  
• Picard v. Silverman, et al. (SDNY) – Representing financial institution and its subsidiaries in connection with multiple actions and investigations arising out of Bernard Madoff’s Ponzi scheme.
  
  
• Twentieth Cent. Fox Film Corp., et al.v. LimeWire LLC, et al. (SDNY) – Represented defendant Lime Wire and its founder in litigation brought by major motion picture studios.
  
  
• In re M&F Worldwide Shareholder Litig (Del.) – Representing the members of the special committee of M&F Worldwide Corp. in connection with litigation regarding MFW’s definitive merger agreement with MacAndrews & Forbes Holdings Inc.
  
  
• In re C&D Technologies, Inc. Shareholder Litig (Del.) – Representing target and certain of its directors in merger litigation.
  
  
• Merlin v. Lime Wire, LLC et al. (SDNY) – Represented defendant Lime Wire and its founder in litigation brought by consortium of independent music labels.
  
  
• Murata v. C&D Technologies Inc. (Del.) – Representing C&D Technologies in contractual indemnification litigation.
  
  
• Street Retail, Inc., et al., v. Vornado Realty Trust, et al. (Va.) – Represented plaintiff property developers at trial for specific performance arising out of Right of First Offer violations.
  
  
• CSR Limited and Rinker Materials Inc. v. CIGNA, et al. (D. NJ) – Represented multinational corporations in international insurance coverage and antitrust dispute with over 45 insurance companies.
  
  
• Eaves v. CNA, et al. (SDNY) – Represented insurance company in putative class action and other individual actions filed around the country relating to the marketing of certain tax shelters.
  
  
• EMI April Music Inc et al v. Lime Wire LLC, et al. (SDNY) – Represented defendant Lime Wire and its founder in litigation brought by major music publishers.
  
  
• Buchwald v. The Renco Group, Inc. et al. (SDNY) – Representing Big 4 auditing firm in connection with adversary proceeding alleging accounting irregularities.
  
  
• Morgenthow & Latham, et al. v. The Bank of New York, et al. (NY) – Represented major financial institution in action alleging civil fraud and conspiracy.
  
  
• Pentium v. UBS AG, et al. (N.D. Al.) – Represented major financial institution in suit alleging civil fraud, conspiracy, and negligence.
  
  
• In re Thema Fund Securities Litigation (SDNY) – Represented defendant law firm in securities class action arising out of Thema Fund’s investments with Madoff.
  
  
• Dancap Private Equity v. Key Brand Entertainment (C.D. Cal.) – Represented private equity company in contractual dispute regarding the sale of the Canon and Panasonic Theatres in Toronto.
  
  
• HSBC Bank v. Ambac, et al. (Wis.) – Represented theater production company in contractual dispute over movie royalties

Mr. Cosenza has authored or co–authored the following publications:

• Back to Basic: Proof Of Materiality Not Needed To Trigger The Fraud-On-The-Market Presumption Of Reliance, Metropolitan Corporate Counsel (May 2013)
  
  
• Morrison’s Impact on Claims Under the Commodity Exchange Act, New York Law Journal (Apr. 24, 2013)
  
  
• "Well, Now I’m Screwed. I Can’t Sell." The Words That Will Take The SEC’s Insider Trading Case Against Mark Cuban To Trial, Metropolitan Corporate Counsel (Apr. 2013)
  
  
• The SEC’s Case Against Mark Cuban Heads to Trial, Ford. Corp. L. Forum (Mar. 7, 2013)
  
  
• Supreme Court Further Clarifies Class Certification Standards For Securities Fraud Actions, Ford. Corp. L. Forum (Feb. 28, 2013)
  
  
• Facebook Wins Dismissal of IPO Derivative Action, Willkie Client Memo (Feb. 13, 2013)
  
  
• The Second Circuit Weighs in on Challenges to Class Certification in MBS-Related Litigation, Metropolitan Corporate Counsel (June 2012)
  
  
• Potential Questions for Euro–Denominated ISDA Transactions, Law360 (May 4, 2012)
  
  
• Dutch Court Decision Impacts Securities Class Actions, Harv. L. School. Forum on Corp. Governance (Feb. 18, 2012)
  
  
• Delaware Forum Selection Bylaws Under Attack, VC Experts (Feb. 2012)
  
  
• Supreme Court Reaffirms "Total Mix" Standard For Assessing Materiality In Federal Securities Actions, Willkie Client Memo, (Mar. 24, 2011)
  
  
• Court Reinstates Insider Trading Claim Against Mark Cuban, Harv. L. School. Forum on Corp. Governance (Oct. 23, 2010)
  
  
• Morrison v. National Australia Bank: The Supreme Court Addresses the Extraterritorial Application of U.S. Securities Laws, Metropolitan Corporate Counsel (Sept. 2010)
  
  
• Forum Non Conveniens Defeats Shareholder Litigation on Cross-Border Mergers, Harv. L. School. Forum on Corp. Governance (Jul. 25, 2010)
  
  
• Recent Developments in F–Cubed Securities Class Actions, New York Law Journal (Mar. 31, 2010)
  
  
• Federal District Court In Mark Cuban Case Issues Decision on Misappropriation Theory of Insider Trading, Metropolitan Corporate Counsel (Nov. 2009)
  
  
• Second Circuit Issues Ruling With Major Implications on Scope of Securities Class Actions, Securities Litig. Rep. (Oct. 2009 ed.)
  
  
• The Case for the Automatic Multidistrict Litigation Stay, New York Law Journal (June 11, 2009)
  
  
• The Future of Secondary Actor Liability under Rule 10(b)-5 After Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., N.Y.U. J. L. & Bus. (Spring 2009)
  
  
• Second Circuit Keeps Bar High on Pleading Standards, Affirms Dismissal of Enron Case Against JP Morgan Chase, Securities Litig. Rep. (Mar. 2009 ed.)
  
  
• Do the PSLRA's Proportionate Liability Provisions Govern Section 20 Control Person Liability? Sec. Reg. L.J. (Winter 2008)
  
  
• A Recent Application of Stoneridge to Scheme Liability Claim, Sec. Reform Act Litig. Rep. (Nov. 2008)
  
  
• Second Circuit Issues Significant Decision Restricting Subject Matter Jurisdiction Over "Foreign Cubed" Securities Class Action, Securities Litig. Rep. (Nov. 2008 ed.)
  
  
• Applying Stoneridge to Restrict Secondary Actor Liability Under Rule 10b-5, The Business Lawyer (Nov. 2008)
  
  
• Scheme Liability: Secondary Actors' Role Post-Stoneridge, New York Law Journal (Sept. 12, 2008)
  
  
• In re DHB Industries, Inc. Securities Litigation: The Government’s Use of the Class Action Fairness Act to Object to a Securities Class Action Settlement, Securities Litig. Rep. (July/Aug. 2008 ed.)

Mr. Cosenza has been a lecturer or coordinator for the following programs:

• Securities Litigation: Recent Trends Impacting Class Certification, New York City Bar (Feb. 6, 2013)
  
  
• Mortgage Foreclosure Crisis Part 2 of 2: Residential Mortgage Backed Securities, Federal Bar Council (Aug. 2012)
  
  
• Extraterritoriality and Securities Fraud, Federal Bar Council (Apr. 19, 2012)
  
  
• Assessing the Impact of the Lehman Brothers Collapse and the Financial Crisis, Federal Bar Council (Jun. 15, 2011)
  
  
• Securities Law: Primary Liability for Secondary Actors, Federal Bar Council (Apr. 7, 2010)