Todd G. Cosenza


New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8677
F 212 728 9677

Todd G. Cosenza is a partner in the Litigation Department and Vice-Chair of the Securities Litigation Practice Group, focusing on 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.  Todd 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 2017, Todd was named a Law360 MVP in Banking, and Chambers USA has ranked him among the leading individuals practicing in securities litigation in the United States (2013-17). In doing so, Chambers USA describes him as “a rock star New York lawyer” and “an incredibly bright rising star with an encyclopedic knowledge of securities law issues and case law.” Chambers USA has also complimented his “very good business sense” and his ability to “guide the client through the process with very practical, pragmatic and informed advice.”

Recently, Todd was selected by Lawdragon as one of the 500 leading lawyers in America in 2016 and 2017.  The Legal 500 recommends him as a leading attorney in the areas of Securities Litigation, M&A Litigation and General Commercial Disputes.  In 2013, the New York Law Journal selected Todd 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. Todd also has been recognized in New York Super Lawyers (2013-17) in the area of Securities Litigation. 

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Todd G. Cosenza is a partner in the Litigation Department and Vice-Chair of the Securities Litigation Practice Group, focusing on 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.  Todd 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.

Selected Significant Matters

  • In re Lehman Brothers Holdings Inc. (SDNY) – Lead litigation counsel for Lehman Brothers Holdings in multi-billion dollar litigation against RMBS trustees involving allegations of breaches of various representations and warranties. Obtained a number of significant victories for Lehman in this ongoing litigation.  Ruling Crushes Lehman RMBS Investors’ Hopes, Reuters, Dec. 11, 2014.
  • Lehman Brothers Holdings Inc. v. U.S. Bank, et al. (SDNY) – After hearing, obtained ruling expunging and disallowing all claims against Lehman arising out of approximately 726,000 loans in RMBS litigation. Ruling was affirmed on appeal. Vague Terms Kill Banks’ Lehman Claims Over 600K Mortgages, Law360, Feb. 23, 2017.
  • 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 M&F Worldwide Shareholder Litig  (Del.) – Represented the members of the special committee of M&F Worldwide Corp. in "going private" litigation. Obtained landmark 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).
  • In re Mavenir Systems, Inc. Stockholders Litig. (Del.) – Lead counsel for defendant Morgan Stanley in M&A litigation alleging breaches of fiduciary duties in connection with Mitel Networks Corporation’s acquisition of Mavenir Systems, Inc. in a cash and stock deal valued at approximately $560 million.  Obtained dismissal of claims against Morgan Stanley.
  • In re National Interstate Corp. Shareholder Litig. (N.D. Ohio) – Lead litigation counsel for the Special Committee of National Interstate Corporation in shareholder litigation challenging going private transaction.  Secured dismissal of all claims against clients.
  • Grimstad v. iPayment Inc. (NY) – Counsel for iPayment in shareholder and employment disputes with company’s founder and minority shareholders. Defeated preliminary injunction sought by former CEO attempting to regain control of iPayment. Willkie Blocks Return of CEO to Client’s Firm, N.Y.L.J., Sept. 14, 2016.
  • Grimstad v. Melchiorre, et al. (Del). – Counsel for nominal defendant iPayment in litigation relating to proposed restructuring.
  • 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 Francesca’s Holdings Corp. Securities Litig. (SDNY) – Represented Goldman, Sachs & Co. and several other underwriters in purported securities class action litigation. Won dismissal of all claims brought against the underwriters as plaintiffs failed to plead an actionable material misstatement or omission to sustain a claim under Section 11 and 12(a)(2) of the Securities Act of 1933. See 2015 WL 1600464 (Mar. 31, 2015).
  • In re Clovis Oncology Securities Litig. (D. Col.) – Representing company and its directors and officers in purported securities class action litigation.
  • Moran v. Clovis Oncology, et al. (Cal.) – Represented company and its directors and officers in putative securities class action under the Securities Act of 1933. Obtained stay of action on forum non conveniens grounds.
  • Lehman Brothers Holdings Inc. et. al. v. U.S. Bank, N.A. et. al. (SDNY) – Lead counsel for Lehman Brothers Holdings in litigation that allowed Lehman to resolve billions in claims at the fraction of the losses asserted, which the Court hailed as a “significant achievement” for Lehman. Lehman Ends $1B Spat Over GreenPoint RMBS, Law360, Sept. 20, 2016.
  • In re GFI Group Shareholder Litigation (Del.) – Represented a management group of controlling stockholders of GFI Group, Inc. in connection with shareholder (and other related) litigation filed in Delaware and New York seeking to enjoin GFI’s merger with CME Group, Inc. Won dismissal of New York shareholder action.
  • 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.
  • Companion Property and Casualty Ins.Co. v. U.S. Bank, N.A. (SC) – Representing Companion in action alleging, among other things, that U.S. Bank breached its duties as trustee which resulted in substantial losses. Insurer Sues US Bancorp Over Asset Replacement, WALL STREET JOURNAL, Mar. 24, 2015.
  • 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. Facebook Wins Ruling in Shareholder Case, WALL STREET JOURNAL, Feb, 13, 2013; 2013 WL 6798160 (2013).
  • In re NII Holdings Securities Litig. (E.D. Va.) – Represented Goldman, Sachs & Co., Morgan Stanley, and several other underwriters in purported securities class action litigation (claims against clients were dismissed).
  • 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.
  • In re Citigroup Derivative Litig. (NY) – Obtained dismissal of shareholder derivative action brought against Citigroup directors that alleged breaches of  fiduciary duties in relation to Citigroup’s alleged manipulation of LIBOR. See Citigroup Beats Investor Claims That Libor Scheme Cost $96M, Law360, June 18, 2014.
  • Zeitoune, et al. v. Sitt, et al., (NY) – Obtained dismissal of client, PGRESS 2 Herald LP, from an ongoing real estate litigation relating to 2 Herald Square.
  • 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. Decision was summarily affirmed by the Delaware Supreme Court. 103 A.3d 514 (Del. 2014).
  • 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).
  • Picard v. Silverman, et al. (SDNY) – Successfully represented financial institution and its subsidiaries in multiple actions and investigations arising out of Bernard Madoff’s Ponzi scheme. Settled matter for a fraction of the damages initially sought by the Madoff trustee.
  • In re Rural/Metro Corp., et al. (D. Del.)  – Represented debtor in connection with 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.) – Represented target and certain of its directors in merger litigation. Obtained dismissal of claims asserted against target and director clients.
  • Keystone Global Co., Ltd. v. Revelation Energy Holdings, LLC, et al (SDNY) – Successfully represented defendants in federal securities fraud action brought by former business partner.
  • 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 in connection with 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.

Prior Experience

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

Selected Professional and Business Activities

Todd 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 also serves on the Board of Trustees for the Supreme Court Historical Society. Todd served as the Chairman of the New York City Bar Association’s Securities Litigation Committee (2014-16). He also previously served on the Securities Litigation Committee’s Credit Crisis Litigation Subcommittee and as the Chair of its Mergers & Acquisitions Litigation Subcommittee.  

Todd serves on the Board of Directors of the Fordham Law School Alumni Association and is the Chairman of the Association’s Membership Committee. He is also Vice Chairman of the President's Council of Fordham University.

Todd is the author of a number of articles on recent developments in corporate law and the federal securities laws. He is a guest contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation. He is also a frequent contributor to Fordham Law School’s Corporate Law Forum. For his pro bono work, Todd was named as the recipient of Her Justice’s 2017 Commitment to Justice Award.

Selected Publications and Lectures

Todd has authored or co–authored the following publications:

  • A Roadmap for Success in Going-Private Transactions, Financier Worldwide (Jan. 2017)
  • 2nd. Circ. Wrestles With The Meaning Of Halliburton II, Law360 (June 3, 2016)
  • A Second Circuit Decision That Muddied Loss Causation, Law360 (Dec. 17, 2015)
  • Supreme Court Holds Statements of Opinion Actionable Under Section 11 Only in Narrow Circumstances, Willkie Client Memo (Mar. 24, 2015)
  • Halliburton II: Fraud-on-the-Market Presumption Survives but Supreme Court Makes it Easier to Rebut Presumption, Willkie Client Memo (June 24, 2015)
  • 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, Fordham 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, Fordham Corp. L. Forum (Mar. 7, 2013)
  • Supreme Court Further Clarifies Class Certification Standards For Securities Fraud Actions, Fordham 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.)

Todd has been a lecturer or coordinator for the following programs:

  • Securities Litigation & Enforcement – Hot Topics, New York City Bar (Mar. 9, 2016)
  • Recent Case Law Developments:  In re Dole Foods, In re PLX Tech., Corwin v. KKR Financial , In re TIBCO Software and Zale Corp., New York City Bar (Dec. 2, 2015)
  • Did the Financial Crisis Alter the Litigation & Enforcement Landscape?, New York City Bar (Oct. 28, 2014)
  • Developments in International Securities Litigation, The Knowledge Group (Sept. 17, 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)

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