George M. Garvey

George M. Garvey

George Garvey is a partner in the Los Angeles office.

He focuses his practice on securities and corporate governance litigation and on related corporate counseling and enforcement matters. He has represented issuers, underwriters, officers and directors in securities actions, derivative suits and merger litigation in California, New York, Delaware and elsewhere. Mr. Garvey also represents banks and securities dealers in lawsuits and arbitrations involving financial products, including hedge funds, swaps, options and various debt securities and their derivatives.

Mr. Garvey has served as an industry-affiliated arbitrator for FINRA Dispute Resolution (the arbitration authority of the New York Stock Exchange and NASDAQ) and the National Futures Association. He is a member of the Association of Business Trial Lawyers and of the Securities Industry and Financial Markets Association Legal and Compliance Division.

Mr. Garvey’s community service efforts have included pro bono representation of the poor in real estate fraud cases and work for various charities, including Catholic Relief Services.

Experience

Key Representations

  • Successfully defended Berkshire Hathaway Inc. in stockholder litigation challenging acquisitions by Berkshire of H.J. Heinz Company (Pennsylvania, 2013), Burlington Northern Santa Fe Corporation (Delaware and Texas, 2010-2011) and Wesco Financial Corporation (Delaware and California, 2011-2012), and the merger of USG Corporation (Delaware 2018).
  • Represented the Audit Committee and other independent directors of Baxter International, Inc. in overseeing the company’s internal investigation, earnings restatement and self-reporting to the SEC after the discovery that employees were effecting intra-company transactions for the purpose of generating foreign currency gains.
  • Won dismissal of claims against founder of NetSuite, Inc. for allegedly aiding and abetting breaches of fiduciary duty on the part of Oracle’s executives in Oracle’s acquisition of NetSuite.  In re Oracle Corporation Derivative Litigation, 2020 WL 3410745 (Del. Ch. 2020).
  • Represented Rent-A-Center, Inc. in expedited trial establishing Rent-A-Center’s right to terminate a proposed merger, followed by a settlement enabling Rent-A-Center to collect a termination fee of $92.5 million. Vintage Parent, LLC v. Rent-A-Center, Inc., 2019 WL 1223026 (Del. Ch. 2019).
  • Won dismissals with prejudice for Bank of America in:
    • Securities class action that alleged that Bank of America should have disclosed threat by AIG to sue the bank over AIG’s mortgage-backed securities losses; court found that the bank’s statements were not misleading and that accounting standards did not require disclosure of the potential AIG lawsuit. In re Bank of America AIG Disclosure Securities Litigation, 2013 WL 5878814 (S.D.N.Y. 2013), affirmed, 2014 WL 2019279 (2d Cir. 2014).
    • Florida litigation for alleged misrepresentations in prospectuses of collateralized debt obligations. Space Coast Credit Union v. Merrill Lynch, et al., 2014 WL 1230719 (S.D. Fla. 2014).
  • Defended founder of Facebook, Inc. in litigation challenging proposal to issue non-voting stock alleged to extend the founder’s control of Facebook; action dismissed as moot (Delaware Chancery Court, 2016-2018). Follow-on stockholder suit for damages was dismissed, with dismissal affirmed by the Delaware Supreme Court.  United Food and Commercial Workers, etc. v. Zuckerberg, 250 A. 3d 862 (2020), affirmed, 262 A.3d 1034 (Sept. 23, 2021).
  • Represented Avanos Medical, Inc. (formerly the medical products business of Kimberly-Clark Corporation) in litigation against Kimberly-Clark concerning indemnification for liabilities arising before the spin-off (California and Delaware, 2017-2020).
  • Defended founders of Google, Inc. in litigation challenging proposal to issue non-voting stock alleged to extend the founders’ control of Google; a settlement reached the day before trial permitted the issuance of the challenged stock. In re Google, Inc. Class C Shareholder Litigation (Delaware Chancery Court 2012-13).
  • In a case of first impression in Delaware, won dismissal of derivative action on in pari delicto grounds for financial counterparties who allegedly aided and abetted accounting fraud. In re American International Group, Inc. Consolidated Derivative Litigation, 976 A.2d 872 (Del. Ch. 2009), affirmed, 11 A.3d 228 (Del. Supr. 2010).
  • Successfully defended 99 Cents Only Stores in litigation related to its going-private transaction (California 2011-2012).
  • Successfully defended (and obtained an award of costs for) a major securities firm in arbitration alleging unfair competition and misappropriation of trade secrets in connection with the recruiting of the most successful financial advisors from competitor’s flagship office. Oppenheimer & Co. v. Citigroup Global Markets, Inc., FINRA Dispute Resolution Arbitration No. 03-02421 (award dated Jan. 4, 2011).
  • Successfully defended leading shopping center REIT against litigation brought by its former partner in the development of The Forum Shops at Caesars Palace. Action was settled for a confidential amount after client won dismissal or summary judgment on most of the claims (including all claims under federal and state securities and RICO laws) and an order striking the jury demand on the principal remaining claim. G.K. Las Vegas Limited Partnership v. Simon Property Group, Inc., United States District Court for the District of Nevada, Case No. 2:04-cv-001199 (dismissed Aug. 31, 2010).
  • Successfully defended (and obtained award of attorneys’ fees for) investment bank/broker-dealer in claim by failed technology company that the bank had wrongfully interfered with its efforts to obtain financing. Recipco Corporation v. Citigroup Global Markets, Inc., FINRA Dispute Resolution Arbitration No. 06-00393.
  • Represented clients in SEC investigations resulting in Staff decisions not to recommend charges against those clients. (Undisclosed clients, 2010-2020; subject matters included corporate acquisition disclosure issues, cybersecurity disclosures, municipal finance, investment advisor fees and Regulation FD).
  • Other matters have included the defense of lawsuits and arbitrations arising from the 2007-2009 financial crisis and from the technology stock market crash of the early 2000s; the representation of Merrill Lynch in litigation arising from the Orange County bankruptcy; and the representation of Salomon Brothers in litigation arising from its employees’ participation in irregularities in United States Treasury bond auctions.

Publications

Experience

Key Representations

  • Successfully defended Berkshire Hathaway Inc. in stockholder litigation challenging acquisitions by Berkshire of H.J. Heinz Company (Pennsylvania, 2013), Burlington Northern Santa Fe Corporation (Delaware and Texas, 2010-2011) and Wesco Financial Corporation (Delaware and California, 2011-2012), and the merger of USG Corporation (Delaware 2018).
  • Represented the Audit Committee and other independent directors of Baxter International, Inc. in overseeing the company’s internal investigation, earnings restatement and self-reporting to the SEC after the discovery that employees were effecting intra-company transactions for the purpose of generating foreign currency gains.
  • Won dismissal of claims against founder of NetSuite, Inc. for allegedly aiding and abetting breaches of fiduciary duty on the part of Oracle’s executives in Oracle’s acquisition of NetSuite.  In re Oracle Corporation Derivative Litigation, 2020 WL 3410745 (Del. Ch. 2020).
  • Represented Rent-A-Center, Inc. in expedited trial establishing Rent-A-Center’s right to terminate a proposed merger, followed by a settlement enabling Rent-A-Center to collect a termination fee of $92.5 million. Vintage Parent, LLC v. Rent-A-Center, Inc., 2019 WL 1223026 (Del. Ch. 2019).
  • Won dismissals with prejudice for Bank of America in:
    • Securities class action that alleged that Bank of America should have disclosed threat by AIG to sue the bank over AIG’s mortgage-backed securities losses; court found that the bank’s statements were not misleading and that accounting standards did not require disclosure of the potential AIG lawsuit. In re Bank of America AIG Disclosure Securities Litigation, 2013 WL 5878814 (S.D.N.Y. 2013), affirmed, 2014 WL 2019279 (2d Cir. 2014).
    • Florida litigation for alleged misrepresentations in prospectuses of collateralized debt obligations. Space Coast Credit Union v. Merrill Lynch, et al., 2014 WL 1230719 (S.D. Fla. 2014).
  • Defended founder of Facebook, Inc. in litigation challenging proposal to issue non-voting stock alleged to extend the founder’s control of Facebook; action dismissed as moot (Delaware Chancery Court, 2016-2018). Follow-on stockholder suit for damages was dismissed, with dismissal affirmed by the Delaware Supreme Court.  United Food and Commercial Workers, etc. v. Zuckerberg, 250 A. 3d 862 (2020), affirmed, 262 A.3d 1034 (Sept. 23, 2021).
  • Represented Avanos Medical, Inc. (formerly the medical products business of Kimberly-Clark Corporation) in litigation against Kimberly-Clark concerning indemnification for liabilities arising before the spin-off (California and Delaware, 2017-2020).
  • Defended founders of Google, Inc. in litigation challenging proposal to issue non-voting stock alleged to extend the founders’ control of Google; a settlement reached the day before trial permitted the issuance of the challenged stock. In re Google, Inc. Class C Shareholder Litigation (Delaware Chancery Court 2012-13).
  • In a case of first impression in Delaware, won dismissal of derivative action on in pari delicto grounds for financial counterparties who allegedly aided and abetted accounting fraud. In re American International Group, Inc. Consolidated Derivative Litigation, 976 A.2d 872 (Del. Ch. 2009), affirmed, 11 A.3d 228 (Del. Supr. 2010).
  • Successfully defended 99 Cents Only Stores in litigation related to its going-private transaction (California 2011-2012).
  • Successfully defended (and obtained an award of costs for) a major securities firm in arbitration alleging unfair competition and misappropriation of trade secrets in connection with the recruiting of the most successful financial advisors from competitor’s flagship office. Oppenheimer & Co. v. Citigroup Global Markets, Inc., FINRA Dispute Resolution Arbitration No. 03-02421 (award dated Jan. 4, 2011).
  • Successfully defended leading shopping center REIT against litigation brought by its former partner in the development of The Forum Shops at Caesars Palace. Action was settled for a confidential amount after client won dismissal or summary judgment on most of the claims (including all claims under federal and state securities and RICO laws) and an order striking the jury demand on the principal remaining claim. G.K. Las Vegas Limited Partnership v. Simon Property Group, Inc., United States District Court for the District of Nevada, Case No. 2:04-cv-001199 (dismissed Aug. 31, 2010).
  • Successfully defended (and obtained award of attorneys’ fees for) investment bank/broker-dealer in claim by failed technology company that the bank had wrongfully interfered with its efforts to obtain financing. Recipco Corporation v. Citigroup Global Markets, Inc., FINRA Dispute Resolution Arbitration No. 06-00393.
  • Represented clients in SEC investigations resulting in Staff decisions not to recommend charges against those clients. (Undisclosed clients, 2010-2020; subject matters included corporate acquisition disclosure issues, cybersecurity disclosures, municipal finance, investment advisor fees and Regulation FD).
  • Other matters have included the defense of lawsuits and arbitrations arising from the 2007-2009 financial crisis and from the technology stock market crash of the early 2000s; the representation of Merrill Lynch in litigation arising from the Orange County bankruptcy; and the representation of Salomon Brothers in litigation arising from its employees’ participation in irregularities in United States Treasury bond auctions.

Publications