Representation of Individuals

Often the individuals named in a securities class actions are represented by the same lawyers representing the company. While sometimes that can be in the best interest of all parties, that strategy may create friction and inherent conflicts. In order to fully understand the situation at hand, individuals must consider whether or not the company's interests are aligned with their own, if a criminal investigation is likely or ongoing, or if there is an SEC proceeding. When the question of separate counsel is not clear, a behind-the-scenes representation of the individual — called "shadow counsel" — may be the best alternative.

We advise clients at the onset that it is critical to confront these potential hazards at the beginning of any pending lawsuit and decide if additional counsel is necessary. Our lawyers are experienced in evaluating the critical components that make up these decisions. We work with both the individual and the company by reviewing:

• If there is risk of an SEC or a criminal proceeding
• If there is the likelihood of a fine or D&O bar
• If the risk of separate contribution to the class action settlement

We are also experienced in ensuring that the D&O insurance carrier and the company will indemnify the individual, assessing the appearance of individuals "lawyering up."

We know which forums are most important, which must be dealt with first, and-perhaps most importantly - how a move in one arena affects the outcome in the others.

Challenges include:

• Evaluating whether separate counsel is appropriate
• Evaluating the risk of an SEC proceeding
• Evaluating the criminal risk
• Evaluating the likelihood of a fine or D&O bar
• Evaluating the risk of separate contribution to the class action settlement
• Ensuring that the D&O insurance carrier and the company will indemnify the individual
• Assessing the appearance of individuals "lawyering up"

Our perspective has been earned defending premier public companies and financial institutions in hundreds of securities class actions and enables us to effectively represent:

• CEOs
• CFOs
• Outside Directors
• Audit Committee Members
• Sales Executives
• Founders
• Accounting Executives
• Finance Executives
• Investor Relations Executives
• General Counsel
• Legal Departments