What We Do

Orrick's securities litigators have as their primary goal for each client to arrive at the best possible legal outcome at the most reasonable cost with the least negative effect on our client's business. We approach each engagement with fresh perspective on the possible business impacts of the litigation or regulatory inquiry, listening carefully to and considering our clients' concerns and expectations. At the same time, our lawyers leverage the collective experience of our Securities Litigation and Regulatory Enforcement Group so that best practices and strategies are employed on behalf of every client.

The group counsels and represents corporations, boards of directors, board committees and executive officers in a variety of litigation and corporate governance matters, including:

compliance with fiduciary duties
board composition
director compensation and qualifications
employee compensation
shareholder matters

strategic transactions
disclosure requirements
changes in control
financial reporting irregularities and
crisis management.

We develop and review clients' compliance practices and procedures and assist corporations, individuals and committees in non-public internal investigations.


	Accountants' Liability Orrick litigators have decades of experience representing public accounting firms, including the "Big Four" firms, in a wide variety of matters. We understand the legal issues confronting the profession and also have extensive experience in the application of the relevant professional standards, including GAAP, GAAS, PCAOB Auditing Standards and Rules, and SEC regulations and interpretations. As a result, we have achieved favorable outcomes for our clients in litigation and regulatory proceedings. Our litigators are also well-versed in the securities laws and have advised accounting firms with respect to the many issues posed, for example, by the Securities Litigation Uniform Standards Act, the Sarbanes-Oxley Act and the Private Securities Litigation Reform Act. Learn more about our Accountants' Liability practice Audit and Special Committee Representation Whether they are driven by Sarbanes-Oxley, stock market listing requirements, stock options or other accounting, our lawyers understand that audit or special committee investigations must get to the bottom of the problems being investigated, wherever the trail might lead. We also understand that restatements and precipitous corporate actions can have dire consequences. In many cases, our securities and white collar criminal litigators are able to develop the relevant facts and then work closely with the company's outside auditors to avoid a restatement or minimize its impact. Orrick's publicly disclosed Audit and Special Committee representations have included companies such as Accelerated Networks Inc., Azure Capital Partners, Calypte Biomedical, Coherent Inc., Computer Sciences Corporation, Dendreon Corporation, Gap Inc., Getty Images, Harper Group, Intraware, Legato Systems, Onyx Software, Restoration Hardware, Salomon Smith Barney, Versata Inc., Walt Disney Co. and Wells Fargo Bank. Learn more about our Internal and Audit Committee Investigations practice Bonds and Public Finance Public finance issuers, their underwriters and their advisors have increasingly been targeted by the SEC, the IRS and the plaintiffs bar over perceived missteps involving disclosure, tax status and marketing of municipal securities. Orrick has successfully served numerous investment banks, financial advisors, states and municipalities by providing disclosure, tax, regulatory and litigation advice and representation. Securities Investigations and Enforcement Actions Relating to Public Finance (Orrick brochure) Derivative Actions Derivative actions are becoming increasingly common and growing more risky. Generally, these suits are brought by an existing shareholder on behalf of the company against the officers and directors of the company, alleging breach of fiduciary duty. Derivative suits come in two basic varieties: those that accompany class actions and those that are free-standing. Orrick's lawyers have extensive experience with both. Most federal securities class actions now have at least one derivative suit (as a tag-along suit). The derivative action is often handled by a different plaintiff's counsel, who likely failed to achieve the lead counsel role in the federal class action. Usually the derivative suit is not subject to the automatic discovery stay provisions of the Private Securities Litigation and Regulatory Enforcement Reform Act of 1995. Stand-alone suits can allege a wide variety of problems, including: breach of fiduciary duty excessive officer compensation proxy violations option plan violations related party transactions misappropriation of corporate opportunities corporate waste It is important to get to the facts quickly and make early strategic decisions about what procedures to use. Our litigators know how to attack "demand futility" allegations. We have been successful obtaining stays of the suit or discovery, know when to - and when not to - establish a special litigation committee, and know how to prevent the derivative litigation tail from wagging the securities class action dog. Learn more about our Derivative Suits practice Individual Director or Officer Representation Often the same lawyers representing individuals named in securities class actions also represent the company itself. While that approach may be in the best interest of all parties in some instances, frequently 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 have earned our reputation defending premier public companies and financial institutions in hundreds of securities class actions and have effectively represented: CEOs CFOs outside directors audit committee members sales executives founders accounting executives finance executives investor relations executives general counsel legal departments Learn more about our Representation of Individuals Internal Investigations Clients look to Orrick when they need an internal investigation. Our team includes lawyers with prior civil and criminal enforcement experience, as well as a broad knowledge of corporate governance, governmental regulation, accounting rules, corporate structure/finance and legal duties. More importantly, we bring the strategic judgment and experience to avoid missteps and provide sound advice to all concerned. These investigations have addressed a broad spectrum of matters, including: financial reporting accounting improprieties stock option backdating allegations insider trading IPO allocation practices regulation FD compliance broker-dealer compliance internal controls market timing and late trading diversion of corporate funds SEC compliance Learn more about our Internal and Audit Committee Investigations practice Investment Bank Representation We have represented many of the world's leading investment banks and broker-dealers in litigation brought under the 1933 Act, the 1934 Act and related statutes. We have obtained dismissals with prejudice of many class actions brought against investment banks and broker-dealers. This litigation has included shareholder suits and other disputes related to public offerings of stocks and bonds, mergers, acquisitions, as well as SEC litigation and inquiries regarding market timing, trading and disclosure issues. We also regularly represent investment banks and broker-dealers in arbitrations and hearings before self-regulatory organizations such as the National Association of Securities Dealers. Learn more about our Investment Bank Representation practice Mergers and Acquisitions Litigation Our litigators have handled cases covering virtually every facet of merger transactions including contested acquisitions, tender offer litigation, litigation arising out of spin-outs, LBOs and acquisitions by majority shareholders. We have also handled cases challenging the validity of poison pills and other defensive measures. We have a proven track record with: suits seeking to rescind, terminate and enforce merger agreements disputes arising out of "earn-out" provisions incorporated into merger agreements conflicting claims to stock escrowed as "collateral" for breaches of representations and warranties disputes regarding the allocation of merger consideration between different classes of shareholders securities fraud claims based on statements included in SEC filings made in connection with a merger securities fraud claims based on post-merger integration issues suits to recover "greenmail" payments made in connection with takeover battles Learn more about our M&A Litigation practice SEC Investigations Orrick's lawyers have handled a wide variety of investigations and proceedings with the SEC and other similar governmental bodies, including: accounting irregularities/SEC reporting FD inquiries insider trading allegations individual enforcement actions for financial fraud books and record proceedings D&O bar proceedings delisting proceedings public/private securities offerings market timing and late trading issues diversion of corporate funds market manipulation management and supervisory issues portfolio pumping regulatory compliance matters Learn more about our SEC Investigations and Enforcement Actions practice Securities Class Actions Most cases strong enough to get past a motion to dismiss will still be settled. With a recognized ability to try cases, our lawyers save defendants significant settlement dollars, in addition to avoiding damage to our clients' reputations and other enormous non-monetary burdens of protracted securities litigation. When faced with skilled opponents, plaintiffs often choose not to risk enormous investment to prosecute a case with an uncertain return. We have demonstrated that we are ready, willing and able to "play out the hand," try a difficult case and leave the opposition with nothing but a defense verdict. Learn more about our Securities Class Actions practice SRO Proceedings Public companies, financial institutions and their respective officers and directors are often subject to various investigations or proceedings before self-regulatory organizations (SROs), such as the American Stock Exchange (AMEX), the Financial Industry Regulatory Authority (FINRA), as well as the New York Attorney General's Office and other state regulators. Orrick's lawyers are experienced at all types of SRO and enforcement interactions, whether formal or informal. Learn more about our SEC Investigations and Enforcement Actions practice White Collar Defense Orrick's securities litigators and white collar lawyers work closely together to represent both companies and individuals in connection with state and federal criminal investigations and prosecutions of accounting and securities fraud, as well as related administrative and regulatory proceedings. Orrick's integrated securities litigation and white collar practices together provide a deep expertise that is unparalleled among the world's leading law firms for clients faced with potential liability or prosecution under the securities laws and the Foreign Corrupt Practices Act. In a recent and rare defeat for the U.S. Department of Justice in a case that was widely seen as a Bellwether for the government's prosecution of corporate defendants, Orrick lawyers obtained a complete acquittal for the former CFO of McKesson HBOC following a federal criminal securities trial. Learn more about our White Collar Criminal Defense and Corporate Investigations practice


Services Accountants' Liability Audit and Special Committees Bonds and Public Finance Derivative Actions Individual Directors or Officers Internal Investigations Investment Banks M&A Litigation SEC Investigations Securities Class Actions SRO Proceedings White Collar Defense