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Litigation

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Securities, Shareholder Disputes and Corporate Governance

Vorys litigators regularly represent issuers, auditors, broker-dealers, and individual officers and directors in securities class actions, derivative actions, individual investor claims, regulatory investigations, corporate takeovers, and other actions arising out of acquisitions and corporate control disputes.  

In such engagements, we have addressed issues brought under the federal securities laws, the Blue Sky laws of Ohio and other states, the Racketeer Influenced and Corrupt Organizations Act, and other statutory and common law claims that may be asserted in connection with corporate transactions and disputes.  Our attorneys also have significant experience in advocating our clients’ interests in other important aspects of such lawsuits, such as arguing in favor of reasonable limitations on discovery, resisting class certification, and developing grounds for excluding expert testimony under the applicable rules of evidence.     

Our representative cases in this area include the following:

• Defending an issuer in consolidated fraud-on-the-market class actions and parallel derivative claims involving alleged duty to disclose forward-looking information
• Representing auditors in multiple fraud-on-the-market class actions arising out of financial statement restatements
• Representing broker-dealers in arbitrations of customer claims and defending the officers of a broker-dealer in a sales practices class action
• Representing shareholders in closely held corporations in disputes over corporate control and buy-sell agreements
• Representing a public company and certain officers in securing dismissal of post-merger claims under Section 10(b) and 20(a) of the Securities Exchange Act of 1934
• Representing a bank and its board of directors in securing dismissal of securities claims in litigation arising from merger transaction
• Representing a Fortune 500 financial institution in defense of securities litigation arising out of its underwriting of mortgage-backed securities
• Representing a acquiring corporation in disputes arising under stock purchase agreement
• Representing a public company's board of directors in derivative litigation arising from a going private transaction
• Representing a privately held corporation in fraudulent conveyance litigation
• Representing a closely held corporation in shareholder dispute
• Defending corporate officers and directors in actions involving breach of fiduciary duty and application of the business judgment rule
• Obtained dismissal of derivative claims based upon a Special Litigation Committee report

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