Seward & Kissel litigators use the Firm’s deep industry experience to represent clients in cutting edge securities litigation, including the evolving landscape of Rule 10b-5 and related cases. The Firm’s clients include issuers (including foreign private issuers), investment advisers, investment funds, prime brokers, underwriters, financial institutions, and private investors. We are called upon to counsel our clients and represent them before federal and state courts, arbitration forums and administrative agencies in proceedings initiated by shareholders and investors, the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the Commodity Futures Trading Commission (CFTC), the Department of Financial Services (DFS), and state attorneys general regarding various securities disputes, including:
- class actions
- derivative claims
- insider trading
- Rule 10b-5 allegations
- “style drift” allegations
- “soft dollar” issues
- net asset value issues
- market manipulation
- Regulation S issues
- front running
- short swing profit issues
- trade disputes
- issuers/underwriters/prime brokers
- Represented an investment advisor and its president in obtaining dismissal with prejudice of short-swing profit claims brought by a shareholder of Sears Holdings Corp. under Section 16(b) of the Exchange Act. The court found that plaintiff failed to allege that our clients, which managed mutual funds holding shares in Sears Holdings Corp., had a pecuniary interest in Sears shares and that our clients could not be held responsible for the pecuniary interests of the mutual funds.
- Represented a prime broker in an arbitration brought by a hedge fund and its principal asserting claims that the primer broker was responsible for claimants’ trading losses of almost $10 million. The Panel found that claimants’ losses were due to their own risky trading strategy and that claimants’ charges were false. We successfully secured dismissal of all claims and obtained expungement of certain claimants’ CRD records and certain attorneys’ fees for our client.
- Represented the lead underwriter of a bond issuance and the underwriter’s executive in a FINRA arbitration brought by a purchaser of bonds asserting claims for fraud, breach of fiduciary duty and violation of FINRA rules after the bond issuer filed for bankruptcy. After an extensive hearing, the Panel rejected all claims, and the executive successfully petitioned the Panel for an expungement of the arbitration from his FINRA record.
- Represented an onshore feeder fund of a Cayman Islands fund in a Florida state court action in which a foreign entity that purportedly invested in an affiliated offshore feeder fund asserted claims for fraud and breach of fiduciary duty. The Court granted our client’s motion to dismiss on the grounds that the court lacked personal jurisdiction over our client and that our client did not have a relationship with, or owe a duty to, alleged investors in the offshore fund. Plaintiff thereafter voluntarily dismissed its claims with prejudice.
- Represented investment manager and its principal in an action brought by the SEC for alleged violations of Rule 105 of Regulation M (short selling) in connection with offerings conducted by a closed-end Canadian investment fund. We won summary judgment in the S.D.N.Y. dismissing the action in a significant ruling of first impression involving the extraterritoriality of Rule 105.