Securities

Munger, Tolles & Olson’s securities litigation practice provides clients with creative strategies and tenacity to solve their most pressing issues. The firm has had a prominent role in major securities litigation for decades, including litigation arising from the national mortgage crisis and housing market collapse, often with outstanding results that have far-reaching impact.

Our lawyers counsel clients in securities litigation issues in a wide range of industries from biotechnology and aerospace defense to entertainment and financial institutions. Our securities litigators bring diverse backgrounds without the overhead of large teams and include former assistant U.S. attorneys, a former medical doctor, a fellow of the American College of Trial Lawyers, and an industry-affiliated arbitrator for FINRA Dispute Resolution (the arbitration and regulatory authority of the New York Stock Exchange and NASDAQ). We represent companies such as Bank of America, Berkshire Hathaway Inc., Edison International, Google, Intel, Transocean, Verizon, and Wells Fargo.

Munger Tolles represents issuers, underwriters, officers and directors, special committees, and financial advisors in securities class actions, derivative actions, SEC investigations and enforcement actions as well as banks and securities dealers in lawsuits and arbitrations involving financial products, including hedge funds, swaps, options, and various debt securities and their derivatives. In addition to guiding large, publicly traded companies through shareholder-initiated securities claims, our lawyers represent investment banks and asset management firms in matters ranging from institutional client disputes to regulatory investigations and challenges, to other, broader issues affecting their business practices.

Key Representations

Shareholder Class Actions and Derivative Litigation

  • Intel in a consolidated shareholder action in the Delaware Chancery Court against the boards of directors of Intel and Altera Corp. claiming that the directors for each company agreed to a merger at too low a share price.
  • Google founders in litigation in Delaware Chancery Court challenging the issuance of non-voting stock alleged to extend the founders’ voting control of Google; settlement agreement reached the day before trial permitted the issuance of the challenged stock.
  • Facebook founder in class action litigation challenging Facebook’s plan to issue a new class of non-voting common stock.
  • Berkshire Hathaway Inc. in:
    • obtaining dismissal of stockholder suits challenging the acquisitions of H.J. Heinz Company, Burlington Northern Santa Fe Corporation and Wesco Financial Corporation.
    • class action litigation challenging the $37 billion acquisition of Precision Castparts Inc.
  • MGM Resorts International in obtaining dismissal of shareholder derivative litigation in state and federal courts and settlement of the remaining federal securities class action relating to the construction and financing of the CityCenter development in Las Vegas.
  • Transocean and certain of its officers and directors in obtaining dismissals with prejudice in shareholder derivative litigation and federal securities cases arising from the Gulf of Mexico oil spill.
  • Paul Wachter, Jimmy Iovine and Dr. Dre, co-founders of Beats Electronics LLC, in obtaining summary judgment in a lawsuit brought by Monster, Inc. and its founder alleging fraud, breach of duty of trust, breach of fiduciary duty, unfair competition and violations of the California Corporations Code.
  • Edison International and its officers and directors in shareholder litigation, including securities, derivative and ERISA actions, arising from the retirement of the San Onofre Nuclear Generating Station and subsequent regulatory proceedings.
  • Corinthian Colleges in:
    • settling a putative class action under 10(b) of the Securities Exchange Act of 1934 by shareholders alleging the company made false and misleading statements in connection with its enrollment practices and placement of students.
    • obtaining dismissal of federal securities fraud class action and shareholder derivative suit affirmed on appeal in the Ninth Circuit, resulting in a published decision confirming important defenses for directors and officers under the federal securities laws.
  • Verizon Communications in a case alleging the improper escheatment of an institutional purchaser’s stock. Summary judgment was granted in Verizon’s favor before it responded to the complaint and before any discovery was taken.
  • Books-a-Million controlling shareholders in stockholder class action, resulting in a published decision confirming defenses against post-transaction challenges to going private transactions. 
  • 99 Cents Only Stores in defending stockholder class action challenging its going private transaction.

Securities Litigation for Financial Services Clients

  • Bank of America (BofA) in:
    • obtaining dismissal with prejudice of a securities class action that alleged that BofA should have disclosed a threat by a large institutional investor to sue the bank for billions of dollars over mortgage-backed securities losses.
    • obtaining dismissal of several cases brought by the federal government and private investors alleging BofA failed to properly oversee residential mortgage-backed security trusts.
    • successfully resolving securities fraud litigation alleging misrepresentation in relation to $2 billion of mortgage-backed securities purchased by Prudential entities.
    • obtaining dismissal of numerous claims, followed by settlement, in lawsuits by BNP Paribas and Deutsche Bank in New York and Florida seeking $1.7 billion in losses sustained as noteholders in Ocala Funding, a commercial paper facility that provided funding for the nation’s largest (and now defunct) nondepositary residential mortgage lender, Taylor, Bean & Whitaker.
    • numerous residential mortgage backed securities (RMBS) cases brought by the FDIC as receiver for failed banks under the 1933 Act and state blue sky laws. Munger Tolles removed cases filed in state court to federal court, successfully defeating efforts to remand, and secured the dismissal with prejudice of several of the cases on timeliness grounds, while substantially narrowing the scope of others through motions to dismiss.
    • obtaining dismissal or favorable resolution of numerous state and federal securities actions filed by U.S. and foreign institutional investors in connection with RMBS purchased prior to the financial crisis.
  • Wells Fargo in:
    • defending all class and individual litigation nationwide by institutional investors in Wells Fargo-sponsored RMBS.
    • defending Wachovia in securities actions filed by the National Credit Union Administration as liquidator of failed credit unions.
  • Citigroup Global Markets in:
    • defeating (and winning attorneys’ fees in) a claim by a failed technology company that the bank had wrongfully interfered with its efforts to obtain financing.
    • obtaining summary judgment in action involving a discrepancy in the waterfall provisions of the prospectus and other offering documents filed by issuer for the same securities offering.
  • UBS in resolving claims alleging misrepresentations in the sale of RMBS during the financial crisis.
  • Merrill Lynch, Citigroup, Piper Jaffray, and others in defending 1933 Act claims brought against them in their capacities as underwriters of an IPO of a life sciences company.

Contact:
Robert L. Dell Angelo (213) 683-9540
David H. Fry (415) 512-4082
George M. Garvey (213) 683-9153
James C. Rutten (213) 683-9189
John W. Spiegel (213) 683-9152
Richard C. St. John (213) 683-9562