Securities and Corporate Governance

Securities Litigation

Nelson Mullins guides clients in navigating legal disputes and lawsuits related to the buying, selling, and trading of securities and other financial instruments. Our attorneys have represented a variety of financial services companies, including banks and broker-dealers. These cases typically involve allegations of fraud, misrepresentation, insider trading, or other violations of securities laws and regulations. Securities litigation can occur in both civil and regulatory contexts, with individuals, investors, or regulatory bodies bringing claims against companies, financial institutions, executives, or other parties involved in the securities market.

We counsel clients on legal remedies, including compensation for financial losses, fines, or penalties, and ensure compliance with securities laws, thereby maintaining the integrity and transparency of financial markets. These cases are often complex and may involve class actions, derivative actions, or enforcement actions by regulatory agencies, requiring seasoned experience in both securities law and litigation strategies.  We also have extensive experience in dealing with third-party stakeholders in matters that involve applicable insurance coverage.

Regulatory Enforcement and Investigations

Nelson Mullins has an experienced team of lawyers who have spent their career in the public and private sector assisting clients in conducting investigations and responding to government inquiries in highly regulated areas. We also collaborate with attorneys in our White Collar Defense & Government Investigations practice and routinely assist clients in numerous areas including:

• Determining effective ways to respond to investor and regulatory demands.

• Conducting internal investigations to assess corporate conduct and related risk.

• Addressing the challenges of defending claims in numerous and parallel court and regulatory and self-regulatory jurisdictions.

• Addressing potentially varying defenses for named and un-named parties to litigation and regulatory proceedings.

• Adapting to an ever-changing regulatory landscape.

• Assess business and reputational risks.

Corporate Governance

When it comes to board-level issues, we help clients manage:

• Board governance, training, and oversight.

• Developing and communicating business expectations.

• Inculcating a culture of ethical conduct and compliance.

Nelson Mullins’ approach - practical business sense, deep experience, focus on solutions:

• Teams include former public and private company general counsel, SEC alumni, assistant U.S. attorneys, in-house counsel, and company compliance and executive officers.

• Government regulators and enforcement attorneys.

• Corporate and association board member perspectives.

Our corporate governance services help you:

• Develop and adopt charters and guidelines for your audit, compensation, nominating and governance, and other board committees.

• Create and implement corporate governance guidelines and codes of ethics.

• Comply with the governance requirements of stock exchanges, including the NYSE, NASDAQ, and the NYSE MKT.

• Comply with the governance requirements of the Sarbanes-Oxley Act.

• Advise directors and officers regarding their fiduciary and other duties.

Interdisciplinary Team and Collaborative Approach

Our attorneys provide business-minded, market-experienced, business-oriented legal advice and strategy and have experience in a broad range of securities, shareholder, class action, and complex financial litigation.

• Experienced trial lawyers who regularly defend investor claims and address regulatory matters before securities regulators and courts.

• Former in-house counsel and compliance officers for broker dealers, investment advisors, REITs and large fund managers.

• Former SEC and DOJ attorneys.

• Seasoned tax, ERISA, regulatory, employment, real estate, and mergers and acquisitions practitioners.

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

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.

• Represented public companies across industries including financial institutions and their officers and directors in securities class actions.

• 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.

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.

• Conducted internal investigations on behalf of public and private companies.

• Represented public companies in regulator investigations and litigation (SEC, DOJ, CFTC, State Regulators, SROs).

Corporate Securities

• Counseled investment banking clients related to placement agent agreements and resolving disputes with third parties pre-litigation.

• Represented lender in mezzanine loan transaction concerning local pre-development commercial real estate.

• Assisted clients in securities offerings concerning real estate transactions.

• Obtained dismissal of securities fraud action on preliminary motions alleging violations of federal securities law.

• Acted as counsel of record in more than 30 securities fraud, derivative, and corporate governance matters.

Financial Services/Investment Management/Securities Litigation and Counseling

• Represented corporations and individual officers and directors in securities class actions and derivative litigation, as well as advising special litigation committees in derivative matters.

• Represented private companies in litigation including but not limited to minority squeeze out matters, books and records claims, and disputes raised from shareholder activism.

• Assisted clients with internal investigations related to financial disclosure matters.

• Represented officers and directors of banks, including community banks, related to fiduciary liability matters.

• Represented former officers of public company in multimillion-dollar claim challenging management decisions and receipt of employment payments.

• Represented family office with respect to claims related to mismanagement of invested funds.