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Securities Litigation, Regulatory Investigations, and Enforcement

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Barton’s Securities Litigation, Regulatory Investigations, and Enforcement team consists of an elite team of former BigLaw litigators who represent clients in matters that arise from federal securities law allegations under the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as those under state corporate and securities statutes.

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Our clients include corporations, boards of directors, board committees, senior executives, and financial advisors facing shareholder suits or governmental regulatory proceedings. We’ve routinely represented our clients in complex securities litigations related to investigations and enforcement actions by agencies such as the SEC, DOJ, FINRA, and the New York Department of Financial Services.

Our attorneys have experience handling litigation spanning multiple jurisdictions and constituting breach of fiduciary duty and/or misleading statement allegations brought under Section 10b-5; proxy-related disputes; shareholder derivative suits; various class actions; fraud; insider trading; bribery; tax violations; and Foreign Corrupt Practices Act claims. We act for companies across a variety of industries, such as technology, investment management, investor relations, and financial services. Our litigation team often works closely with the firm’s experienced Mergers & Acquisitions team when litigation arises involving failed transactions, breaches of representations and warranties, alleged improper acts by company executives, or SPAC-related suits.

Our team takes a business-focused approach to all the matters it handles. While an early dismissal of a claim is almost always the goal, we take the time to meet with the key stakeholders to fully understand the impact that a case will have on an organization and how to best define and achieve a successful outcome. In those sessions, we review strategy and think expansively including implementing safeguards to reduce liability. These measures can include guiding internal investigations of allegations, establishing detailed records of executives’ sound business judgment, and utilizing D&O and/or E&O insurance.
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Related News
Managing Partner Roger E. Barton Published in Reuters Legal News Column — “Caution ahead: SPAC litigation trends provide a road map for directors and officers”
FINRA Cracks Down on Brokerage Firms with Track Records of Misconduct
Supreme Court to Decide Whether the PSLRA’s Automatic Stay of Discovery in Securities Act Cases Applies in State Court Proceedings
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Securities Litigation, Regulatory Investigations, and Enforcement

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Representative Matters
  • Represented Public Company in Multiple Shareholder Litigations
    • Represented a public company in multiple shareholder and securities litigations following the removal of the chairman of the board of directors from his CEO position following revelations of improper conduct in the workplace. The company auditor’s subsequent public resignation and significant board turnover lead to an additional two lawsuits alleging breach of fiduciary duties and another alleging securities fraud. Argued on behalf of the company in separate proceedings in the Delaware Chancery Court and the U.S. District Court for the Eastern District of Virginia.
  • Defended Against 10b-5 Shareholder Suit
    • Defended GMG Capital Partners in a Section 10b-5 shareholder securities fraud case which was dismissed on summary judgment in the Southern District of New York.
  • Represented RIA in 10b-5 Case
    • Represented an investment advisor against 10b-5 security fraud claims, prevailing on a motion to dismiss in the Eastern District of Pennsylvania and then successfully arguing on appeal to the Third Circuit which affirmed the District Court’s opinion.
  • Defended Securities Fraud & Breach of Fiduciary Duty Before NJ Superior Court
    • Defense of securities fraud, common-law fraud, and breach of fiduciary duty before New Jersey Superior Court.
  • Successfully Defended Securities & Wire Fraud Indictment Brought by Westchester DA
    • Successful defense of one of the largest securities and wire fraud indictments of the President and CEO of a private financial services firm brought by the Westchester District Attorney’s Office, New York.
  • Defended Financier in Ongoing Securities and Wire Fraud Investigation
    • Defended alleged co-conspirator financier and agent for main defendant in an ongoing securities and wire fraud investigation/prosecution concerning investment pools and securities for commercial industrial vehicle components.
  • Represented Capital Management Firm and Board Designees
    • Represented Vintage Capital Management and its board designees in connection with a public company’s proposed acquisition of multiple targets, including Vitamin Shoppe, in excess of $500 million, which included, among other things, defending against disclosure and other claims in the Delaware Chancery Court.
  • Defense of Potential Litigant in Texas State Securities Fraud Case
    • Defense of potential litigant in an ongoing Texas State court litigation alleging securities fraud in the sale of shares of mining equipment.
  • Obtained Successful Dismissal of Securities Class Action Suit
    • In Re Akari Therapeutics PLC Securities Litigation – Lead counsel to UK-based investment research and investor relations firm Edison Investment Research. Obtained successful dismissal of a federal securities class action suit brought in the U.S. District Court relying on the publisher’s exemption for 10b-5 securities claims connected to an alleged misleading report and subsequent decline in securities value.
  • Has Successfully Defended Multiple Corporate Securities Cases

    • Has successfully brought and defended individual securities cases, derivative cases, and class actions in federal and state courts throughout the United States, including New York, New Jersey, Delaware, Massachusetts, Kentucky, Tennessee, Virginia, and Minnesota. Has been involved in litigations involving corporate takeovers and proxy fights involving companies in diverse industries, such as Dan River Mills, Marshall Fields, Standard Metals, Edudata, Dorsey, and Texas America Energy.

  • Favorably Settled Case Involving SEC Enforcement Action
    • Represented an investment adviser to a mutual fund in connection with an enforcement action by the SEC alleging fraud and breach of fiduciary duty. The case was favorably settled on the eve of trial.
  • Led Case Involving Dissolution of Three Corporations
    • Represented an individual in New York state court involving the dissolution of three New York corporations and derivative claims sounding in breach of fiduciary duty.
  • Navigated Investigations and Prosecutions by DOJ
    • Represented high-profile clients in investigations and prosecutions by the Department of Justice, including alleged securities fraud, tax fraud, and Foreign Corrupt Practices Act violations. Barton has represented clients at government interviews, depositions, proffer sessions, hearings, and grand jury appearances.
  • Represented Companies in SEC Matters
    • Represented companies in matters before the Securities and Exchange Commission (SEC), including responding to subpoenas, representing clients at witness interviews and depositions, drafting and defending Wells submissions, preparing for trial, presenting results of internal investigations to the SEC, and conducting settlement negotiations.
  • Represented Investors Before FINRA
    • Represented industry professionals and investor actions before the Financial Industry Regulatory Authority (FINRA).
  • Achieved Favorable Outcome in Four-Year Investigation
    • Represented a broker-dealer client during a nearly four-year investigation and caused a securities regulator to relent in its claims that the client had duties to the customers of an investment advisor for whom the client executed trades.
  • Defended Client and Avoided Sanctions in Case by Securities Regulator
    • Represented and defended a registered representative and his supervisor in an investigation by a securities regulator regarding the acceptance of multiple international, round-trip airline tickets by a broker-dealer employer’s preferred airline vendor. The case was closed by the securities regulator with neither sanctions imposed nor the issuance of a letter of caution.
  • Counsel to Clients Regarding SEC and FINRA Actions
    • Represented various broker dealers in SEC and FINRA enforcement actions.
  • Represented Client in Investigation by Dept. of Labor
    • Represented a high-profile company in an investigation by the Department of Labor into the Company’s classification of many workers as “independent contractors.” Successful in proving to the DOL that all such classified workers were, in fact, independent contractors and not employees.
  • Defended Employers Before the EEOC
    • Has represented employers before the EEOC and various state and local human rights agencies, successfully defending them against charges of sexual harassment, race discrimination, sex discrimination, age discrimination and disability discrimination.
  • Conducted Investigations into Sexual Harassment Claims
    • Has represented companies in cases involving allegations of sexual harassment, including conducting thorough internal investigations. After the investigations, Barton has provided reports to top management, including conclusions and recommendations.
  • Guided Clients Through I-9 Audits by ICE
    • Has represented employers during I-9 audits conducted by the U.S. Immigration and Customs Enforcement agency (ICE).
  • Represented Clients in Sexual Harassment, Wrongful Discharge Suits
    • Has represented multiple companies in both sexual harassment lawsuits and wrongful discharge suits.
  • Counsel to Assisted Living Facility in Audit by NYSDFS
    • Represented a major assisted living facility in a cybersecurity audit by the New York Department of Financial Services.
  • Defeated Motions to Dismiss in Data Misuse/Theft Case
    • Represented an insurance broker with regard to federal and state claims concerning allegations of data misuse and theft and defeated motions to dismiss.
  • Provided FDA Remediation Training
    • Provided FDA remediation training required by audit findings at biotech corporations with regard to record-keeping and manufacturing practices.