Overview

Thompson Hine’s Securities & Shareholder Litigation team excels at navigating and resolving high-stakes securities and shareholder disputes. Our experience includes defending against class action securities fraud claims and shareholder derivative suits, including disputes involving merger challenges, executive compensation, proxy/corporate control contests, corporate disclosures, and alleged breaches of fiduciary duty. Our securities expertise extends to regulatory matters, including broker-dealer disputes and SEC enforcement proceedings.

We dedicate ourselves to achieving successful outcomes. Our primary goal is to help clients avoid litigation whenever possible, including by counseling boards and other fiduciaries before disputes arise. If litigation is commenced, our seasoned trial team works with clients to craft customized strategies, including early negotiated resolutions when possible, and vigorously fighting through trial when needed.

Consistent with Thompson Hine’s commitment to innovation, we use creative and thoughtful approaches to deliver top-quality services in an efficient, transparent, and predictable manner.

Experience
Securities Class Actions

We represent issuers, officers, directors, underwriters, and other fiduciaries across many industries in securities class action cases alleging fraud or other violations of federal or state securities laws and regulations. Our experience includes claims brought under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, and other federal securities laws, including claims relating to precipitous stock price decreases, inaccurate disclosures, accounting irregularities, insider trading, financial restatements, and missed forecasts.

Shareholder Derivative Suits and Fiduciary Duty Litigation

Shareholder suits are a fact of life for corporate directors and officers. We have substantial experience defending corporations and their directors and officers against investor suits alleging breaches of fiduciary duty, corporate waste, mismanagement, and other claims. We are also able to efficiently handle books and records demands, navigating shareholder inquiries to curtail a demand or suit before one arises. Our expertise ranges across industries and includes claims arising from mergers and acquisitions, executive compensation decisions, proxy disclosures, controlling stockholder transactions, and various corporate governance matters. We also represent special committees investigating derivative claims, evaluating offers from shareholders, and other similar scenarios.

Post-Closing Disputes and Representations & Warranties Insurance Claims

Our attorneys have extensive experience in helping clients navigate a variety of
post-closing disputes, including but not limited to controversies involving working capital, earn-outs, breaches of representations and warranties, fraud, transition services agreements, and non-compete agreements. In addition, our team has deep experience in helping buyer-side clients submit claims under representations and warranties insurance policies.

Regulatory Compliance and Investigations

Our team includes former federal and state prosecutors who draw from their experience to help clients facing scrutiny from the Securities Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), state securities regulators, and other governmental agencies and self-regulatory organizations. Our expertise and collaborative approach allow us to develop integrated strategies to successfully defend against civil regulatory investigations and enforcement actions as well as the private litigation that often accompanies them.

Broker-Dealer Disputes and FINRA Matters

We routinely represent brokerage firms, registered representatives, and associated persons in complex intra-industry disputes as well as defense of customer claims alleging negligence, misrepresentation, churning, unsuitability, failure to supervise, and other alleged misconduct against securities broker dealers, clearing firms, and registered investment advisers.