Scott N. Sherman

Experience

Financial Services/Investment Management/Securities Litigation and Counseling

• Has represented corporations and individual officers and directors in securities class actions and derivative litigation, as well as advising special litigation committees in derivative matters
• Has assisted clients with internal investigations related to financial disclosure matters
• Has represented officers and directors of banks, including community banks, related to fiduciary liability matters
• Has represented public companies and their officers and directors, broker-dealers, associated persons, private equity firms, and investment banks in informal and formal inquiries and/or investigations before the SEC, FINRA, the Office of the Comptroller for the Currency, the Chicago Mercantile Exchange & Chicago Board of Trade, and state regulatory bodies as well as in associated administrative hearings and court actions. The types of matters range and include, but are not limited to, financial disclosure matters, advertising issues, insider trading, alleged misuse of management fees, violations of SEC rules including the custody rule, etc.
• Has represented accounting firms in litigation related to Global Investment Performance Standards compliance associated with hedge fund performance
• Has counseled corporate clients in a host of pre-litigation and litigation matters involving hostile takeovers, squeeze-outs of minority shareholders, stock option backdating, stock dilution matters, valuation of shares, Sarbanes Oxley certification issues, Dodd Frank regulatory matters, and merger litigation and pre-merger litigation counseling
• Has represented the broker-dealer and investment adviser industry in securities arbitration and litigation matters. Has counseled broker-dealers, investment advisors, investment banks, and finders regarding securities compliance and regulatory issues. Has assisted clients regarding FINRA and SEC audits. Has represented broker-dealers and registered representatives concerning transition issues (restrictive covenants) and related to forgivable loans. Has assisted broker-dealers and investment banks with the negotiation of placement agent agreements
• Has represented plaintiff and defendant investment banks in pre-litigation and litigation/arbitration matters

Complex Commercial Litigation

• Has represented companies and individuals in complex commercial and business litigation, including professional negligence matters related to the accounting industry, contract disputes, business divorces, and internal disputes among members and partners related to claims of fraud and misrepresentation
• Has represented companies in intellectual property-related matters including trade secrets
• Has assisted low-income individuals in general contract disputes and landlord-tenant matters through the Legal Aid Society and the Atlanta Volunteer Lawyers Foundation

Representative Matters

Securities Litigation/Arbitration

• Successfully represented Special Litigation Committee (the “SLC”) of a Publicly Non-Traded REIT in Derivative Litigation and Corresponding Putative Class Action in the Southern District of New York whereby the Derivative Case was settled after an extensive investigate report was submitted to the Court by the SLC and the related Putative Class Action was dismissed with prejudice
• Successfully representing Demand Review Committee of a Fortune 1000 Company in high profile data breach Derivative litigation in the Northern District of Georgia, resulting in a settlement of the matter
• Represented investment bank and broker-dealer in multimillion-dollar state court action regarding allegations of fraud and breach of fiduciary duty related to capital raising activity for technology company
• Represented micro-cap company in securities class action concerning securities fraud claims arising after drop in company stock price after negative news announcements
• Represented officers of a deal-manager in FINRA arbitration whereby the court denied investor plaintiff's Petition to Compel Arbitration and held no customer relationship existed
• Defended officer of insurance company in tag-along litigation filed as a result of a New York Attorney General investigation
• Defended industry-leading specialty pharmaceutical and biopharmaceutical distribution services company and certain of its directors and officers in federal class action and derivative lawsuits alleging violations of the Securities Exchange Act
• Represented one of Georgia's largest public companies in relation to merger with world-renowned telecommunications company
• Represented the Special Litigation Committee of one of New York's largest cable provider on allegations of options backdating
• Represented billion-dollar public company in injunction action against hostile tender offeror and separately filed litigation against purported shareholder class actions
• Represented national and regional broker-dealers in numerous FINRA customer arbitrations seeking multimillion-dollar awards involving selling away, suitability, unauthorized trading, securities fraud, negligent supervision, and investment banking/retail sales conflicts of interest

Securities Regulatory

• Defended investment company in formal investigation conducted by the SEC
• Defended financial institution in formal investigation by the SEC
• Defended investment advisor and its officers in formal investigation conducted by the SEC
• Defended broker-dealer in regulatory action conducted by FINRA concerning investment banking activities

Business Litigation

• Successfully represented food processing and manufacturing company in breach of contract action involving over $1M of alleged damages and obtained successful resolution for the client
• Represented majority shareholder in action in Delaware Chancery Court and obtained appointment of receiver under 8 Del. C. § 291. Badii v. Metropolitan Hospice, Inc.
• Represented Fortune 100 financial services company in interpleader actions involving distribution of retirement assets
• Represented technology company seeking temporary restraining order and permanent injunction after business separation and concerns related to misappropriation of business assets

Corporate Securities

• Has counseled investment banking clients related to placement agent agreements and resolving disputes with third parties pre-litigation
• Has represented lender in mezzanine loan transaction concerning local pre-development commercial real estate
• Has assisted clients in securities offerings concerning real estate transactions