Todd G. Cosenza is a partner in the Litigation Department and Co-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. 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.
Mr. Cosenza served as a clerk for the Honorable Barbara S. Jones, United States District Court Judge, Southern District of New York (1998-99).
Mr. Consenza serves on the Board of Trustees for the Supreme Court Historical Society and he served as the Chairman of the New York City Bar Association's Securities Litigation Committee (2014-16). He previously served on the Securities Litigation Committee's Credit Crisis Litigation Subcommittee and as the Chair of its Mergers & Acquisitions Litigation Subcommittee. Mr. Cosenza also serves on the Steering Committee for the Cambridge Forum on Securities Litigation.
Mr. Consenza is the Chairman of the President's Council of Fordham University. He also 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 the author of a number of articles on recent developments in corporate law and the federal securities laws. For his pro bono work, Mr. Cosenza was named as the recipient of Her Justice's 2017 Commitment to Justice Award.
Todd has authored or co–authored the following publications:
- • “The Securities Litigation Issues That Matter Most For 2023,” Law360 (Jan. 5, 2023)
- “Securities Litigation Trends To Watch This Year,” Law360 (Jan. 31, 2022)
- “2021 Delaware Year-End Review: M&A and Shareholder Litigation,” Willkie Client Memo (Jan. 25, 2022)
- “Delaware Supreme Court Adopts Unified Demand Futility Test,” Willkie Client Memo (Sep. 27, 2021)
- “SEC Approval of Nasdaq Diversity Proposal Raises Expectations,” Bloomberg Law (Sep. 8, 2021)
- “SEC Approves Nasdaq 'Comply or Explain' Diversity Requirements,” Willkie Client Memo (Aug. 31, 2021)
- “Supreme Court Rules that Price Impact Evidence (Even If It Overlaps with Merits Issues) Must Be Considered at Class Certification Stage,” Willkie Client Memo (Jun. 21, 2021)
- “SEC Sharpens Focus on ESG,” Willkie Client Memo (Mar. 7, 2021)
- “Nasdaq Proposed Rules Promote Board Diversity: What Businesses Need to Know,” Bloomberg Law (Mar. 2, 2021)
- “Securities Litigation Trends That Will Matter Most In 2021,” Law360 (Jan. 3, 2021)
- “New ESG Development: NASDAQ Proposes Board Diversity Requirements,” Willkie Client Memo (Dec. 4, 2020)
- “How Public Companies Can Minimize Risks Resulting From a Post-COVID-19 Focus on ESG Issues: Part I,” Corporate Counsel (May 15, 2020)
- “How Public Companies Can Minimize Risks Resulting From a Post-COVID-19 Focus on ESG Issues: Part II,” Corporate Counsel (May 19, 2020)
- "Delaware Supreme Court Decision in Marchland Potentially Impacts Caremark Standard," Willkie Client Memo (Jun. 28, 2019)
- "Delaware Supreme Court Rejects Chancery Court's Reliance on Unaffected Share Price in Overturning Aruba Appraisal Decision," Willkie Client Memo (Apr. 19, 2019)
- "Supreme Court Expands 'Scheme Liability' in Lorenzo v. Sec," Willkie Client Memo (Mar. 27, 2019)
- “Securities Cases That Will Matter Most In 2019,” Law360 (Jan. 29, 2019)
- “A Roadmap for Success in Going-Private Transactions,” Financier Worldwide (Jan. 2017)
- “2nd. Circ. Wrestles With The Meaning Of Halliburton II,” Law360 (Jun. 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 (Jun. 24, 2014)
- “NYC Bar’s Securities Litigation Committee Issues Report on Possible Impact of Halliburton II,” Fordham Corp. L. Forum (Jun. 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)
- “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 (Jun. 2012)
- “Potential Questions for Euro–Denominated ISDA Transactions,” Law360 (May 4, 2012)
- “Dutch Court Decision Impacts Securities Class Actions,” Harvard 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,” Harvard L. School. Forum on Corp. Governance (Oct. 23, 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 (Jun. 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:
- Four-Dimensional Chess: Managing Across Multi-Case Matters and Investigations, Cambridge Forums (Apr. 29, 2022)
- Defending Underwriters in Securities Litigation, Cambridge Forum on Securities Litigation (Mar. 8, 2021)
- Enforcement and Litigation Risks Arising from ESG Disclosures, Willkie CLE (Aug. 26, 2020)
- Issue of Scheme Liability (Lorenzo v. SEC), Cambridge Forum on Securities Litigation (Oct. 28-29, 2019)
- Global Investor Protection: Securities Law Enforcement Around the World, The Fordham Journal of Corporate & Financial Law (Oct. 18, 2019)
- World Recognition of Distinguished General Counsel: Honoring Sheila Davidson & the Law Department of New York Life, The Directors Roundtable (Nov. 16, 2018)
- 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)