Todd G. Cosenza

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

• Chambers USA – Ranked Lawyer for Litigation: Securities (2013 – 2025), Band 1 (2025)
• The Legal 500 United States – Recommended Lawyer for Securities Litigation: Defense (2016 – 2025), Leading Lawyer (2019 – 2025)
• The Legal 500 United States – Recommended Lawyer for General Commercial Disputes (2017 – 2025)
• The Legal 500 United States – Recommended Lawyer for M&A Litigation: Defense (2017 – 2019; 2021 – 2023) 
• The Legal 500 United States – Recommended Lawyer for Financial Services Litigation (2025)
• Lawdragon 500 – Selected as one of its "500 Leading Lawyers" (2023 – 2025) 
• Lawdragon 500 – Selected as one of its "500 Leading Litigators" (2022 – 2025)
• Best Lawyers in America – Litigation – Securities (2019 – 2025)
• Benchmark Litigation Star – Securities (2021 – 2025)
  
• Super Lawyers – Recognized as a Top Rated Securities Litigation Attorney in New York (2013 – 2025)
• Super Lawyers – Named to its Top 100 New York Metro Super Lawyers List (2023 – 2025)
  
• Law360 – MVP in Securities (2021)
  
• The American Lawyer – "Litigator of the Week" (March 2018)
  
• Law360 – MVP in Banking (2017)
  
• 2017 Commitment to Justice Award – Recognized by Her Justice for his outstanding representation of a pro bono client
• Fordham Law School – "Rising Star Award" – Recognized for the extraordinary achievements of a distinguished alumnus (2013)
  
• New York Law Journal – Rising Star Award – Recognized as one of the region's most promising lawyers 40 and younger (2012)
  
   

Mr. Cosenza 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 served on the Steering Committee for the Cambridge Forum on Securities Litigation.

Mr. Cosenza serves on the Board of Directors for Catholic Charities of New York. Mr. Cosenza served as the Chairman of the President's Council of Fordham University (2018-2021). He also serves on the Board of Directors of the Fordham Law School Alumni Association. 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.

Mr. Cosenza's publications include:

• “Delaware Passes Major Amendment to Its Leading General Corporation Law,” Willkie Client Memo (April 3, 2025)
• “Delaware Supreme Court Holds that the Business Judgment Rule Will Protect Redomestication on a “Clear Day,’” Willkie Client Memo (February 5, 2025)
• "2024 Delaware Year-End Review: M&A and Shareholder Litigation," Willkie Client Memo (January 30, 2025)
• "The Securities Litigation Trends That Will Matter Most In 2025," Law360 (January 1, 2025)
• "Nvidia Investor Crypto Case Lets Justices Weigh Claims of Intent," Bloomberg Law (June 18, 2024)
• “No Statement? Then No Liability Under Rule 10b–5,” Willkie Client Memo (April 12, 2024)
• "2023 Delaware Year-End Review: M&A and Shareholder Litigation," Willkie Client Memo (February 13, 2024)
• “5 Securities Litigation Issues To Watch In 2024,” Law360 (January 9, 2024)
• “A Win for Investment Funds and Sponsors: Federal Judge Distinguishes Large Investors From Issuers in Dismissing Securities Claims,” Willkie Client Memo (October 3, 2023)
• "2nd Circ. Goldman Ruling May Hinder Securities Classes," Law360 (August 28, 2023)
• "Pending 6th Circ. Ruling Has Broad Class Action Implications," Law360 (August 16, 2023)
• Featured in "Goldman Ruling Undoing Investor Class Shows New Path for Peers," Bloomberg Law (August 15, 2023)
• "Finally!: Second Circuit Reverses Class Certification Decision Seemingly Resolving the Longstanding Goldman Sachs CDO Securities Class Action Litigation Saga," Willkie Client Memo (August 11, 2023)
• "Supreme Court Rules that Plaintiffs Must Plead and Prove that Shares Purchased in a Direct Listing Are Traceable to a Registration Statement Under Section 11," Willkie Client Memo (June 5, 2023)
• "2022 Delaware Year-End Review: M&A and Shareholder Litigation," Willkie Client Memo (February 7, 2023)
• "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.)

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

• When It Rains, It Pours: How to Manage Across Multi-Case Matters and Investigations, Cambridge Forums (Apr. 9, 2024)
• There Are as Many Opinions as There Are Experts, Cambridge Forums (Apr. 17, 2023)
• 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)

Mr. Cosenza has significant experience representing companies and underwriters in securities class action litigations, board of directors in high-profile matters, and corporations in complex general commercial litigations. These selected significant matters are categorized below. 

Securities Litigation

• New York City Employees' Retirement System, et al. v. Discover Financial Services, et al. (N.D. Ill.) – Representing the outside directors of Discover in securing the dismissal of a federal putative securities class action in connection with misclassified credit cards, student loan servicing practices, and other compliance matters. Received a "Litigator of the Week ‘Shout Out'" from The AmLaw Litigation Daily for having secured that dismissal.
• In re Farfetch Limited IPO Securities Litigation (S.D.N.Y) – Represented nine underwriters (with Goldman Sachs & Co. and J.P. Morgan Securities as lead underwriters) in connection with purported securities fraud class actions brought against the officers and underwriters following Farfetch's September 21, 2018 IPO. Received a "Litigator of the Week ‘Shout Out'" from The AmLaw Litigation Daily for having secured the dismissal. The decision was affirmed by the U.S. Court of Appeals for the Second Circuit. In re Farfetch Ltd. Securities Litigation, 21-2752 (2023).
• In re Uber Technologies IPO Securities Litigation (N.D. Cal., Cal. Super.) – Lead counsel for 30 underwriters (with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC. as lead underwriters) in purported securities class action litigation filed in connection with Uber's $8.1 billion IPO.
• In re Lehman Brothers Holdings Inc. (S.D.N.Y.) – Lead litigation counsel for Lehman Brothers Holdings in multi-billion dollar litigation against RMBS trustees involving allegations of breaches of various representations and warranties. After a highly-publicized 23-day bench trial, obtained a ruling estimating damages for RMBS claims at $2.38 billion—the amount requested by Lehman. "Soured Lehman Mortgage Claims Valued at $2.4 Billion," Wall Street Journal, Mar. 8, 2018. For his trial work on this matter, The Am Law Litigation Daily named Mr. Cosenza "Litigator of the Week."
• Construction Laborers Pension Trust for S. Cal. v. CBS Corporation, et al. (S.D.N.Y) – Represented CBS Corporation in a putative class action alleging securities violations related to allegations of wrongdoing by former CEO Leslie Moonves. Obtained favorable settlement of securities class action following class certification fight. 
• MBI International Holdings Inc. et al. v. Barclays Bank PLC (N.Y.) – Lead counsel for Barclays Bank PLC in multi-billion dollar litigation alleging breach of fiduciary duty and fraud. Won dismissal of case from trial court for Barclays. "Shout-Out: Willkie Farr Makes a $10 Billion Save for Barclays," The AmLaw Litigation Daily, Dec. 11, 2015. Obtained unanimous affirmance of trial court's decision. "Barclays Sheds Saudi Contractor's $10B Suit In NY," Law360, June 1, 2017. As the appellate court noted, Mr. Cosenza "persuasively argued" that plaintiffs' claims were time-barred and that plaintiffs failed to plead actionable claims under New York or Saudi Arabian law.
• In re ViacomCBS Securities Class Action (N.Y. Cty.) – Secured the dismissal of securities claims asserted against Sumitomo Mitsui Banking Corporation as an underwriter in two secondary offerings.
• Chang v. Customers Bank (E.D. Pa.) – Lead counsel for Customers Bank in connection with purported securities class action relating to alleged internal controls and Bank Secrecy Act issues arising out of digital asset business.
• In re Instacart IPO Securities Litigation (N.D. Cal.) – Lead counsel for Goldman Sachs & Co., J.P. Morgan Securities, and several other underwriters in purported securities class action litigation filed in connection with Instacart's 2023 IPO. Obtained dismissal of all claims asserted against the underwriters.
• In re Rent the Runway IPO Securities Litigation (E.D.N.Y.) – Lead counsel for Goldman Sachs and several other underwriters in purported securities class actions filed in connection with Rent the Runway's 2021 IPO.
• In re Oscar Health Securities Litig. (S.D.N.Y.) – Lead counsel for Goldman Sachs & Co. and several other underwriters in purported securities class action litigation filed in connection with Oscar Health's 2021 IPO. Obtained dismissal of all claims asserted against the underwriters.
• In re Cloopen Group IPO Securities Litig. (S.D.N.Y., N.Y. Sup.) – Lead counsel for Goldman Sachs & Co. and several other underwriters in purported securities class action litigation filed in connection with Cloopen's 2021 IPO.
• In re Vroom Securities Litigation (S.D.N.Y.) – Lead counsel for Goldman Sachs & Co. and several other underwriters in purported securities class action. Obtained complete dismissal of all claims asserted against underwriters.
• In re GreenSky IPO Securities Litig. (S.D.N.Y., N.Y. Sup.) – Lead counsel for Goldman Sachs & Co., J.P. Morgan Securities, and several other underwriters in purported securities class action litigation filed in connection with GreenSky's 2018 IPO.
• In re AdaptHealth Securities Class Action Litigation (E.D. Pa.) – Represented AdaptHealth, its officers and its directors, in a securities class action brought by investors challenging the adequacy of various disclosures.
• Yellowdog Partners LP v. Curo Group Holdings Corp., et al. (D. Kan.) – Representing Curo, its officers and its directors, and its sponsor in a securities class action brought by investors challenging the adequacy of various disclosures made following Curo's 2017 IPO.
• In re Casper Mattress Securities Litigation (E.D.N.Y., N.Y. Sup.) – Lead counsel for the underwriters (with Morgan Stanley and Goldman Sachs as lead underwriters) in connection with purported securities fraud class actions brought against the officers and underwriters following Casper's February 6, 2020 IPO.
• In re ADT IPO Securities Litig. (S.D. Fla., Fla. Cir.) – Lead counsel for Morgan Stanley and several other underwriters in purported securities class action litigation filed in connection with ADT's 2018 IPO.
• Lehman Brothers Holdings Inc. v. U.S. Bank, et al. (S.D.N.Y.) – Obtained a number of significant victories for Lehman in this ongoing litigation. "Ruling Crushes Lehman RMBS Investors' Hopes," Reuters, Dec. 11, 2014. 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 Blue Apron IPO Securities Litig. (E.D.N.Y.) – Lead counsel for Goldman Sachs & Co., Morgan Stanley, and several other underwriters in purported securities class action litigation filed in connection with Blue Apron's 2017 IPO (claims against clients were dismissed).
• In re Clovis Oncology Securities Litig. (D. Col.) – Represented company and its directors and officers in purported securities class action litigation following FDA announcement concerning product efficacy.
• In re Francesca's Holdings Corp. Securities Litig. (S.D.N.Y.) – 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)
• Lehman Brothers Holdings Inc. et al. v. U.S. Bank, N.A. et al. (S.D.N.Y.) – Lead counsel for Lehman Brothers Holdings in litigation that allowed Lehman to resolve billions in claims at a 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 Ambac Securities Litig. (S.D.N.Y.) – 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 (S.D.N.Y. 2010).
• 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).
• 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 (S.D.N.Y. 2009).
• In re SCOR Holding (Switzerland) AG (f/k/a Converium Holding AG) Securities Litig. (S.D.N.Y.) – 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.
• Keystone Global Co., Ltd. v. Revelation Energy Holdings, LLC, et al. (S.D.N.Y.) – Successfully represented defendants in federal securities fraud action brought by former business partner.

Board Representations

• Pompano Beach General Employees' Retirement System v. Scharf et al. (Del. Ch.) – Represented the independent directors of Wells Fargo in securing the dismissal of a shareholder derivative litigation asserting claims for breach of fiduciary duties related to the Board's alleged failure to implement a monitoring system for Wells Fargo's allegedly discriminatory hiring practices. Obtained dismissal of all claims.
• Himstreet v. Scharf et al. (Sup. Ct. Cal.) – Representing the independent directors of Wells Fargo in derivative litigation asserting claims for breach of fiduciary duties, waste of corporate assets, and unjust enrichment related to the Board's alleged failure to monitor Wells Fargo's compliance with various regulatory consent orders.
• In re Discover Financial Services Derivative Litigation (D. Del.) – Representing the outside directors of Discover in derivative litigation asserting claims for violations of the federal securities laws, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and corporate waste. Obtained dismissal of action.
• In re Wells Fargo & Company Hiring Practices Derivative Litigation (N.D. Cal.) – Representing the independent directors of Wells Fargo in derivative litigation asserting claims for breach of fiduciary duties, declaratory relief, accounting, and violations of the federal securities laws in connection with Board's alleged failure to monitor Wells Fargo's allegedly discriminatory lending and hiring practices.
• In re New York Community Bancorp Litigation (E.D.N.Y. and N.Y. Cty.) – Representing the outside directors of New York Community Bancorp in New York federal and state securities and derivative litigations relating to alleged loan valuation issues.
• In re Stanadyne Litigation (Del. Ch.) – Representing the former outside directors of Stanadyne PPT Group Holdings Inc. in connection with a Delaware Chancery Court action alleging breach of fiduciary duties.
• In re Facebook, Inc., IPO Securities and Derivative Litig. (MDL) – Represented Facebook, Inc. and its officers and directors in multidistrict securities class action litigation filed in connection with Facebook's 2012 IPO. 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). "Facebook Wins Ruling in Shareholder Case," Wall Street Journal, Feb. 13, 2013; 922 F. Supp. 2d 445 (2013).
• In re M&F Worldwide Shareholders 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., 88 A.3d 635 (2014).
• In re AdaptHealth Derivative Litigation (E.D. Pa.) – Representing AdaptHealth and its directors in derivative litigation relating to alleged oversight failures.
• In re Neiman Marcus Group Ltd. LLC (Bankr. S.D. Tex.) – Represented the Independent Manager of Neiman Marcus Group LTD LLC in connection with an investigation and eventual settlement of potential Estate claims against Neiman's private equity sponsors.
• 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.
• In re Specialty Retail Shops Holding Corp. ("ShopKo") (Bankr. D. Neb.) – Represented the Special Committee of the Board of Directors of Shopko in various matters relating to Shopko's bankruptcy.
• Grimstad, et al. v. Melchiorre, et al. (Del. Ch.) – Counsel for nominal defendant iPayment in litigation relating to proposed restructuring.
• In re GFI Group Shareholder Litigation (Del. Ch., N.Y. Sup.) – 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. (E.D.N.Y.) – 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 Citigroup Derivative Litig. (N.Y. Sup.) – 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. "Citigroup Beats Investor Claims That Libor Scheme Cost $96M," Law360, June 18, 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. Decision was summarily affirmed by the Delaware Supreme Court. 103 A.3d 514 (Del. 2014).
• In re The Bank of New York Shareholder Derivative Litig. (S.D.N.Y.) – 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.
• In re C&D Technologies, Inc. Shareholder Litig. (Del. Ch.) – Represented target and certain of its directors in merger litigation. Obtained dismissal of claims asserted against target and director clients.
• Mutual of America – Representation of Board of Directors in various investigatory and regulatory matters.

General Commercial Litigation

• In re Application of HANSAINVEST Hanseatische Investment-GMbH, et al. (S.D.N.Y.) – Represented GoldenTree Asset Management L.P. in transatlantic litigation following an agreement among three private investment firms to acquire HSH Nordbank AG for approximately $1.2 billion.
• Kyma Capital Limited, et al. V. PJT Partners Inc., et al. (Del. Ch.) – Representing parties opposing a 1782 application following the outcome of a French bankruptcy proceeding.
• In re Claire's Stores, Inc. (Del.) – Represented ad hoc group of creditors in successful litigation that resulted in clients gaining control of Claire's through a reorganization that eliminated approximately $1.9 billion of debt from the company's balance sheet. "Claire's Gets Nod On Ch. 11 Plan After Clinching Creditor Deal," Law360, Sept. 21, 2018.
• In re Mavenir Systems, Inc. Stockholders Litig. (Del. Ch.) – 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.
• Tonopah I: SolarReserve CSP Holding LLC v. Tonopah Solar Energy LLC (Del. Ch.) – Obtained dismissal of a judicial dissolution claim brought by an indirect shareholder against Tonopah. "Chancery Won't Dissolve Entity Behind $1B Solar Project," Law360, Mar. 18, 2020.
• Tonopah II: SolarReserve CSP Holding LLC v. Tonopah Solar Energy LLC (Del. Ch.) – Obtained dismissal after a trial of books and records action brought against Tonopah. "Chancery Says Former Solar Project Owner Can't Get Records," Law360, July 27, 2020.
• In re Tonopah Solar Energy LLC (Bankr. D. Del.) – Obtained confirmation of contested bankruptcy plan for Tonopah, an entity formed to build and operate a solar power plant in Nevada, after a multi-day evidentiary hearing. "Del. Court Confirms $1B Nev. Solar Plant's Ch. 11 Plan," Law360, Dec. 3, 2020.
• Grimstad v. iPayment Inc. (N.Y. Sup.) – 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," New York Law Journal, Sept. 14, 2016.
• Arista Records, LLC. et al. v. Lime Wire, LLC et al. (S.D.N.Y.) – 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 Law360, "How They Won It: Willkie Farr Gets Record Cos. To Settle For A Song," June 20, 2011.
• Companion Property and Casualty Ins. Co. v. U.S. Bank, N.A. (D.S.C.) – Lead counsel for 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.
• Third Point LLC v. Ruprecht (Del. Ch.) – 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. "A Truce at Sotheby's After a Costly and Avoidable Battle," New York Times, May 5, 2014.
• Zeitoune, et al. v. Sitt, et al. (N.Y. Sup.) – Obtained dismissal of client, PGRESS 2 Herald LP, from an ongoing real estate litigation relating to 2 Herald Square.
• CastlePoint Insurance Co. et al. v. Cinium Financial Services, Inc, et al. (Del. Ch.) – Represented company in dispute regarding enforceability of exclusive forum provision. Obtained injunction enjoining action from proceeding in another jurisdiction.
• Picard v. Silverman, et al. (S.D.N.Y.) – 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.
• Twentieth Cent. Fox Film Corp., et al. v. LimeWire LLC, et al. (S.D.N.Y.) – Represented defendant Lime Wire and its founder in litigation brought by major motion picture studios.
• Merlin BV v. Lime Wire, LLC et al. (S.D.N.Y.) – Represented defendant Lime Wire and its founder in litigation brought by consortium of independent music labels.
• Murata Electronics North America, Inc. v. C&D Technologies Inc. (Del. Super.) – Represented C&D Technologies in contractual indemnification litigation.
• Street Retail, Inc., et al. v. Vornado Realty Trust, et al. (Va. Cir.) – 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.N.J.) – Represented multinational corporations in international insurance coverage and antitrust dispute with over 60 insurance companies.
• Eaves v. CNA, et al. (S.D.N.Y.) – 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. (S.D.N.Y.) – Represented defendant Lime Wire and its founder in litigation brought by major music publishers.
• Buchwald v. The Renco Group, Inc., et al. (S.D.N.Y.) – Represented Big 4 auditing firm against allegations of accounting irregularities.
• Morgenthow & Latham, et al. v. The Bank of New York Co., et al. (N.Y. App. Div.) – Represented major financial institution in action alleging civil fraud and conspiracy.
• Pentium (BVI) Ltd. v. UBS AG, et al. (N.D. Ala., N.Y. Sup.) – Represented major financial institution in suit alleging civil fraud, conspiracy, and negligence.
• In re Thema Fund Securities Litigation (S.D.N.Y.) – 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.