Stephen M. Knaster

Of Counsel
Securities Litigation, Investigations and Enforcement

Stephen Knaster is of counsel in the San Francisco office, and is a member of the Securities Litigation Group. Mr. Knaster’s practice focuses on the defense of issuers, officers, directors, underwriters, accountants, venture capital investors and financial institutions throughout the United States and internationally in all areas of securities litigation, including shareholder class actions, derivative actions, merger & acquisition litigation, and regulatory matters including SEC enforcement proceedings. His clients have included major investment banks and accounting firms, Silicon Valley technology companies and their CEOs, CFOs and board members, prominent venture capital firms, retail corporations and their officers and directors, and a social networking company and members of its board of directors.

Mr. Knaster has also provided, on a pro bono basis, legal and strategic advice to clients in matters involving international law including strategies to advance a United States backed peace process, the inclusion of democratic principles and womens' rights in a nation’s constitution, international standards for free, fair and genuine elections, international obligations for the destruction of WMDs, defining terrorism under international law, and principles governing the recognition of governments. His work has helped shape client strategy and influence discussions with Congress, the State Department and the White House.

Mr. Knaster’s extensive experience in defending and counseling clients in securities related matters includes the following notable or recent representative engagements.

  • Successfully defended the CFO of large option market maker in regulatory enforcement trial resulting in a complete victory for client with dismissal of all charges by hearing panel. 
  • Won dismissal of all claims against two large investment banks in securities class action alleging 1933 Act violations.
  • Won ground-breaking Ninth Circuit appeal affirming dismissal of Section 11 claims under the 1933 Act against Underwriters of secondary offering.
  • Won dismissal of all claims against a software manufacturer of Internet security products in federal securities class action alleging accounting misstatements.
  • Won dismissal of all claims against directors and venture capital funds in state litigation arising from merger of large Internet media companies.
  • Won Tenth Circuit appeal affirming dismissal of all claims against officers and directors in a federal securities class action alleging financial fraud in connection with a restatement.
  • Significantly contributed toward the successful defense of the CEO of computer manufacturer in federal securities class action jury trial. The Northern California jury found in favor of our client on all claims. Selected as a Top Ten Defense Verdict of 2002 by The National Law Journal.
  • Successfully opposed class certification resulting in plaintiffs dismissing all claims against a large multi-level marketing company and its officers and directors in case alleging state law and federal securities claims.
  • Won summary judgment for a CD-ROM chip manufacturer and its officers and directors in a securities class action and successfully defended appeal.
  • Won dismissal of all claims against the CEO of software manufacturer in option holders class action arising out of merger and successfully defended appeal.
  • Successfully negotiated dismissals of investment banks for no-payment in several federal securities class actions.
  • Successfully defended the officers and directors of a software company in SEC investigation that led to no charges brought against clients. 

Before joining Orrick, Mr. Knaster was counsel at Clifford Chance, and senior counsel at Brobeck, Phleger & Harrison.

Stephen Knaster
Select Publications
Admitted In
  • California
  • New York
  • District of Columbia
Court Admissions
United States Courts of Appeals
  • Ninth Circuit
  • Tenth Circuit
United States District Court
  • Central District of California
  • Eastern District of California
  • Eastern District of New York
  • Northern District of California
  • Southern District of New York

  • J.D., Moot Court Best Brief Award, University of California, Berkeley School of Law, 1989
  • Ph.D., State University of New York at Buffalo
  • B.A., highest honors, State University of New York at Buffalo
  • State Bar of California
  • State Bar of New York
  • District of Columbia Bar
  • Bar Association of San Francisco

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