Mary Eaton

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8626
F 212 728 9626
meatonwillkie.com

Mary Eaton is a partner in Willkie’s Litigation Department. Mary focuses on complex commercial litigation, with a focus on shareholder litigation (including securities class actions and shareholder derivative claims) and other complex business disputes. Mary regularly represents public and private companies, registered investment companies, registered investment advisors, private equity companies, officers, directors, trustees and executives in a wide variety of commercial disputes in federal and state courts across the country. In addition to her substantial trial experience, Mary regularly counsels clients on litigation avoidance and corporate governance matters.

Shareholder Derivative Claims. Mary has extensive experience in shareholder derivative matters, representing boards of directors, trustees, companies, registered investment companies and registered investment advisors in connection with shareholder demands and claims of all sorts. Mary also advises boards of directors and special committees in connection with their duties as fiduciaries and best practices with respect to corporate governance.

Securities Litigation and Enforcement.  Mary represents issuers, underwriters, officers and directors in private securities litigation and in enforcement and examination proceedings before securities regulators, including the SEC.

Complex Commercial Disputes. Mary’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. As a result, Mary is regularly called upon to represent clients in a wide range of complex 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.

Appellate Practice. Mary has been the author of a number of amicus submissions to the United States Supreme Court on matters related to the proper interpretation of the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, and other federal securities laws on behalf of SIFMA, the Chamber of Commerce and the Mutual Funds Directors Forum. She has also represented a number of organizations before the Supreme Court on various social issues of national importance (such as the reach of TRAP laws and the treatment of enemy combatants).

Pro Bono. Mary is a firm believer in giving back to the community through pro bono service, and has dedicated thousands of hours to managing and supervising various pro bono matters, both large and small. In recognition for that work, Mary has received a number of awards, including Outstanding Pro Bono Volunteer (New York State Bar Association), Lawyer Who Leads By Example (New York Law Journal), and Attorneys And Advocates Award (Sylvia Rivera Law Project), and is a five-time recipient of the Pro Bono Publico Award (Legal Aid Society).

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Highlights

Mary Eaton is a partner in Willkie’s Litigation Department. Mary focuses on complex commercial litigation, with a focus on shareholder litigation (including securities class actions and shareholder derivative claims) and other complex business disputes. Mary regularly represents public and private companies, registered investment companies, registered investment advisors, private equity companies, officers, directors, trustees and executives in a wide variety of commercial disputes in federal and state courts across the country. In addition to her substantial trial experience, Mary regularly counsels clients on litigation avoidance and corporate governance matters.

Selected Significant Matters

Shareholder Litigation.  Mary's shareholder derivative experience includes:

  • Representing the independent directors of Citigroup, Inc. in “demand refused” and “demand excused” cases involving:
    • alleged manipulation of foreign currency exchange rates
    • sale of mortgage-backed securities
    • alleged manipulation of LIBOR
    • marketing and sale of CDOs
    • mortgage servicing practices
    • executive compensation.
  • Representing Ruane, Cunniff & Goldfarb Inc. in derivative litigation related to the Sequoia Fund.
  • 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.

Private Securities Litigation.  Mary's securities class action experience includes:

  • 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 Facebook in securities litigation arising out of its initial public offering.
  • 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.

Securities Enforcement. Mary's securities enforcement experience includes representations related to the following investigations and enforcement proceedings:

  • Mutual fund advertising practices
  • ETFs
  • Insider trading
  • Price and market manipulation

Other Complex Commercial Disputes.  Mary'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. 

Appellate Practice. Mary has been the author of a number of amicus submissions to the United States Supreme Court, including in the following matters:

  • Schwab Investments v. Northstar Financial Advisors, Inc. (Brief of Mutual Fund Directors Forum As Amicus Curiae In Support Of Petitioners)
  • Jones v. Harris Associates L.P. (Brief For The Chamber Of Commerce Of The United States Of America As Amicus Curiae In Support Of Respondent)
  • Merck & Co. v. Reynolds (Brief Of The Securities And Financial Markets Association As Amicus Curiae In Support Of Petitioners)
  • Obergefell v. Hodges (Brief of Ninety-Two Plaintiffs In Marriage Cases In Alabama, Alaska, Arkansas, Indiana, Kansas, Louisiana, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, South Carolina, North Dakota, South Carolina, South Dakota and Texas As Amicus Curiae In Support Of Petitioners)
  • Zubik v. Burwell (Brief Of Amicus Curiae Of Former State Attorneys General, Former United States Department Of Justice Officials And Professors Of Criminal Law In Support Of Respondents)
  • Whole Woman’s Health v. Cole (Brief Of Twelve Organizations Dedicated To The Fight For Reproductive Justice As Amicus Curiae Supporting Petitioners)
  • Rumsfeld v. Padilla (Brief Of Amicus Curiae Association Of The Bar Of The City Of New York, Joined By The New York Council Of Defense Lawyers And The American Jewish Committee In Support Of The Respondent Jose Padilla)

Prior Experience

Mary began her career as a litigator at Cravath, Swaine & Moore, LLP where she was an associate until 2002. Mary also previously served as law clerk to Justice Bertha Wilson of the Supreme Court of Canada.

Selected Professional and Business Activities

Mary 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 Editors of The New York Law Journal as well as the Board of Directors (Secretary) of the Children’s Law Center of New York.

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).

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Recognition, Honors & Awards

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