"Securities" in all their forms -- stocks,
bonds, options, and futures -- form the core of most investment portfolios.
The principal statutes that regulate this area -- principally the Securities Act of 1933
and the Securities Exchange Act of 1934 -- have created a complex legal framework for
both the registration and initial sale of securities, and their purchase and sale in the
aftermarket by members of the public.
The securities laws are enforced by the Securities
and Exchange Commission as well as by state securities commissions, who initiate
investigations and bring suit against individuals and companies deemed not to be in
compliance with the securities laws. Much litigation under the securities laws, however,
occurs between private parties. Thus, a shareholder who has overpaid for his or her
stock -- typically evinced by a sudden drop in price, often accompanied by outsized trading
volume -- may sue the issuer and its officers and directors to recover the overcharge.
Cases against stockbrokers for violation of the rules that govern their conduct towards
their customers (e.g., "churning," or excessive trading for the primary purpose of realizing
excess commissions) are often adjudicated by arbitration. Where a public company's
officers or directors have engaged in conduct that has damaged the company
(e.g., subjecting the enterprise to criminal or regulatory charges that result in the payment
of substantial fines or monetary penalties), a shareholder may under appropriate
circumstances institute a shareholder derivative action on the company's behalf to recover
the damages sustained as a result of the officers' and directors' conduct. Where a large-scale
corporate transaction (frequently a merger or acquisition) occurs, a shareholder of the
target company may bring suit alleging inadequacy of the proposed acquisition. Where a
corporation elicits proxies from its shareholders in order to embark on a course
of action, an individual may bring suit to force the company to correct misleading
statements that appear in the proxy statement.
The firm's lawyers have great expertise in all aspects
of securities litigation, both on behalf of defrauded individuals and in representing a class or
group of persons and entities in a class action. The firm is currently involved in significant
lawsuits arising under the securities laws involving some of the country's largest publicly traded
companies. The firm also regularly represents public companies who are threatened by such suits.
The firm welcomes inquiries from individuals and institutions who believe they (or the company
whose stock they own) have suffered damages by reason of a violation of the securities laws.
Please use the form below to
contact us regarding this practice area.
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