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Todd G. Cosenza
Partner


MAIN OFFICE:
New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, N.Y. 10019-6099, U.S.A.
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Todd G. Cosenza is a partner in the Litigation Department of Willkie Farr & Gallagher LLP in New York specializing in complex financial litigation, with a focus on securities class actions. He has obtained victories for his clients in a number of landmark shareholder class actions. Mr. Cosenza also regularly serves as counsel to independent audit and special committees in the context of confidential internal corporate investigations and advises senior executives and boards of directors on corporate governance matters, particularly those involving mergers and acquisitions.

In 2014, Chambers USA selected Mr. Cosenza as an “Up and Coming” lawyer in the area of Securities Litigation. In doing so, Chambers USA noted his “very good business sense” and “ability to relate to the client and to look at the strategy in a refreshing way.” In 2013, the New York Law Journal selected Mr. Cosenza as a "Rising Star." He was the recipient of Fordham Law School's 2012 "Rising Star Award" recognizing the extraordinary achievements of a distinguished alumnus. Mr. Cosenza also was recognized in New York Super Lawyers 2013 in the area of Securities Litigation.

Selected Professional and Business Activities

Mr. Cosenza is the Chairman of the New York City Bar Association’s Securities Litigation Committee. He also 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 has previously served on the Securities Litigation Committee’s Credit Crisis Litigation Subcommittee and as the Chair of its Mergers & Acquisitions Litigation Subcommittee.

Mr. Cosenza serves on the Board of Directors of the Fordham Law School Alumni Association and is the Chairman of the Association’s Membership Committee. Presently, he is a member of the Association’s Dean Search Subcommittee. He is also a member of the President's Council of Fordham University.

Prior Experience
Mr. Cosenza served as a clerk for the Honorable Barbara S. Jones, United States District Court Judge, Southern District of New York (1998-99).

Selected Significant Matters

Mr. Cosenza’s significant matters include the following:

  • In re Facebook, Inc. IPO Securities Litig. (MDL) – Representing Facebook, Inc. and its officers and directors in multidistrict securities litigation filed in connection with Facebook’s May 18, 2012 initial public offering.

  • In re Cengage Learning, Inc. et al. (EDNY) – Represented an independent director of Cengage Learning in various matters, including an exhaustive investigation, evaluation, and analysis of the propriety of the prepetition acquisition of certain Cengage debt instruments by Cengage and its controlling shareholder.

  • In re M&F Worldwide Shareholder Litig (Del.) – Represented the members of the special committee of M&F Worldwide Corp. in connection with "going private" litigation. Obtained important ruling dismissing shareholder action on grounds that business judgment rule applies to controlling stockholder "going private" transaction. No. 6566-CS (Del. Ch. May 29, 2013). That decision was affirmed by the Delaware Supreme Court. Kahn v. M&F Worldwide Corp., No. 334, 2013 (Del. Mar. 14, 2014).

  • 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) – Represented 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. Won dismissal of claims brought against accounting firm based on novel argument regarding the immateriality of alleged misstatements. 693 F. Supp. 2d 241 (SDNY 2010).

  • Jones and McConnaughey v. Zuckerberg et al. (SDNY) – Obtained dismissal of two shareholder derivative actions brought against Facebook’s Board of Directors for lack of standing, failure to plead demand futility, and lack of ripeness. 2013 WL 6798160 ( 2013).

  • In re Francesca’s Holdings Corp. Securities Litig. (SDNY) – Representing Goldman, Sachs & Co. and several other underwriters in purported securities class action litigation.

  • In re Lehman Brothers Holdings Inc. (SDNY) – Representing Lehman-affiliated originators and issuers in RMBS litigation involving allegations of breaches of various representations and warranties concerning certain loans.

  • In re NII Holdings Securities Litigation (E.D. Va.) – Representing Goldman, Sachs & Co. and several other underwriters in purported securities class action litigation.

  • Third Point LLC v. Ruprecht (Del.) – Represented Third Point in much-publicized proxy fight litigation. Obtained favorable settlement whereby Third Point received, among other things, three seats on Sotheby’s board. See “A Truce at Sotheby’s After a Costly and Avoidable Battle,” New York Times, May 5, 2014.

  • CastlePoint Insurance Company et al. v. Avon Road Partners LP et al., (Del.) – Represented insurance company and certain Board members in GCL Section 225 proceeding to determine the proper composition of company’s Board of Directors. After expedited discovery and hearing, obtained decisive victory allowing clients to gain control of the company’s Board.

  • CastlePoint Insurance Co. et al. v. Cinium Financial Services, Inc, et al., (Del.) – Represented company in dispute regarding enforceability of exclusive forum provision. Obtained injunction enjoining action from proceeding in another jurisdiction.

  • Childs v. Zuckerberg et al. (SDNY) – Obtained dismissal of derivative actions brought against Facebook’s Board of Directors, including rulings that Facebook had no duty to disclose projections. 84 Fed. R. Supp.2d 1344 (SDNY 2013).

  • 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 multiple actions and investigations arising out of Bernard Madoff’s Ponzi scheme.

  • In re Rural/Metro Corp., et al. (D. Del.) – Represented debtor in various matters, including an investigation into allegations of director misconduct and securities fraud.

  • 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. Obtained a permanent injunction under the rarely invoked All Writs Act that barred any and all claims asserted against the Fund. 673 F. Supp. 2d 182 (SDNY 2009).

  • 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. Defeated plaintiffs’ motion for class certification and obtained landmark ruling in which court concluded it did not have subject matter jurisdiction over claims asserted by most foreign shareholders. 537 F.Supp.2d 556 (2008).

  • 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 various shareholder and 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.

  • 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 C&D Technologies, Inc. Shareholder Litig (Del.) – Representing target and certain of its directors in merger litigation. Obtained dismissal of claims asserted against director clients.

  • 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 60 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) – Represented Big 4 auditing firm against allegations of 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.
Selected Publications and Lectures

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

  • NYC Bar’s Securities Litigation Committee Issues Report on Possible Impact of Halliburton II,, Fordham Corp. L. Forum (June 17, 2014)

  • Delaware Supreme Court Holds that the Business Judgment Standard of Review, Not Entire Fairness, Applies to Going-Private Transactions Involving Controlling Shareholders, Fordham Corp. L. Forum (Mar. 26, 2014)

  • Supreme Court to Address Validity of the Fraud on the Market Presumption, Willkie Client Memo (Nov. 18, 2013)

  • Delaware Chancery Court Holds Forum Selection Bylaws Are Facially Valid, PLI’s Course Handbook for the Eleventh Annual Directors’ Institute on Corporate Governance (Sept. 11, 2013)

  • Only In Our House, VCExperts (July 2013)

  • Business Judgment Rule, Not Entire Fairness, Applies to Going-Private Transactions Approved By a Special Committee and a Majority-of-the-Minority Vote, Ford. Corp. L. Forum (Jun. 6, 2013)

  • 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 EuroDenominated 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, Harvard L. School. Forum on Corp. Governance (Jul. 25, 2010)

  • Recent Developments in FCubed 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:

  • Did the Financial Crisis Alter the Litigation & Enforcement Landscape?, New York City Bar (forthcoming October 2014)

  • Securities Law in 2014: Fraud-on-the-Market Theory Demystified: What’s Next After Halliburton?, The Knowledge Group (July 1, 2014)

  • Halliburton: Argument, Policy, and What Might Happen Next?, New York City Bar (Apr. 30, 2014)

  • Fraud on the Market Revisited, Federal Bar Council (Feb.25, 2014)

  • A Primer on Securities Class Action Litigation: What Every Practitioner Needs to Know, Fordham Law School (Jun. 14, 2013)

  • 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)
Education
1998, Fordham University School of Law, J.D. (Notes & Articles Editor, Fordham Law Review)
1995, Fordham University, B.S. (summa cum laude in cursu honorum)

Bar Admissions
District of Columbia, 2000
New York, 1999

Courts
  • United States Supreme Court, 2012
  • United States Court of Appeals, 9th Circuit, 2008
  • United States Court of Appeals, 5th Circuit, 2006
  • United States Court of Appeals, 2nd Circuit, 2005
  • United States District Court, Eastern District of New York, 1999
  • United States District Court, Southern District of New York, 1999


Practice Focus
Corporate and Financial Services
Litigation
Education
  • 1998, Fordham University School of Law, J.D. (Notes & Articles Editor, Fordham Law Review)
  • 1995, Fordham University, B.S. (summa cum laude in cursu honorum)

Clerkships
  • Jones, Barbara S., United States District Court, Southern District of New York, 1998-1999

Bar Admissions
District of Columbia, 2000
New York, 1999

Courts
  • United States Supreme Court, 2012
  • United States Court of Appeals, 9th Circuit, 2008
  • United States Court of Appeals, 5th Circuit, 2006
  • United States Court of Appeals, 2nd Circuit, 2005
  • United States District Court, Eastern District of New York, 1999
  • United States District Court, Southern District of New York, 1999




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