Federal Securities Litigation: A Deskbook for the Practitioner

Jeff G. Hammel is a partner in the New York office of Latham & Watkins LLP. He is the Co-Chair of the firm's New York Litigation & Trial Department and former Global Co-Chair of the firm’s Securities Litigation and Professional Liability practice group. His practice focuses on representing public companies and financial institutions, as well as boards of directors, board committees, individual directors, and company officers, in the defense of shareholder securities class actions, derivative litigation, and other complex commercial matters. He received an A.B. from Dartmouth College and a J.D. from Columbia Law School, and he served as law clerk for the Honorable David N. Edelstein of the United States District Court for the Southern District of New York.

David M. Brodsky is the principal of Brodsky ADR LLC, engaged in conducting mediations and arbitrations. From 2002 through 2011, he was a partner in the law firm of Latham & Watkins LLP and was past global Co-Chair of its Securities and Professional Liability Litigation Group. He was formerly the General Counsel — Americas of Credit Suisse First Boston and former Chair of the Litigation Department of Schulte Roth & Zabel. He received a B.A. from Brown University and a J.D. from Harvard Law School. After clerking for U.S. District Judge Dudley B. Bonsal, he served as Assistant United States Attorney for the Southern District of New York in the Securities Fraud Unit. Mr. Brodsky was co-chair of the Trial Practice Committee of the American Bar Association’s Litigation Section, a member of the A.B.A. Task Force on Insider Trading Regulation, and liaison to the A.B.A. Task Force on the Attorney-Client Privilege.

Daniel J. Kramer is a partner in the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Co-Chair of its Securities Litigation and Enforcement Department. He has handled complex civil litigations and regulatory matters for some of the world’s largest companies and has significant experience representing boards of directors on corporate governance issues and special committees in internal investigations. In addition to being co-author of Federal Securities Litigation: A Deskbook for the Practitioner, he is co-author of Regulation of Market Manipulation and co-editor of Corporate Internal Investigations: An International Guide. He received a B.A. from Wesleyan University and a J.D. from the New York University School of Law, and he served as law clerk for the Honorable Wilfred Feinberg, then Chief Judge of the United States Court of Appeals for the Second Circuit.

Audra J. Soloway is a partner in the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP. Her practice focuses on complex securities litigation and regulatory defense, and she has expertise in matters involving federal and state regulatory inquiries as well as civil litigation in multiple jurisdictions. She received a B.A. from the University of Pennsylvania and a J.D. from the New York University School of Law, and she served as law clerk for the Honorable Naomi Reice Buchwald, United States District Judge for the Southern District of New York.

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SUMMARY TABLE OF CONTENTS

Chapter 1: General Pleading Requirements Under the Securities Act of 1933 and the Securities Exchange Act of 1934

Chapter 2: Section 11 of the Securities Act—Civil Liability Arising from Misstatements or Omissions in Registration Statements

Chapter 3: Section 12(a)(1) of the Securities Act—Civil Liability Arising from Violation of the Registration and Prospectus Provisions

Chapter 4: Section 12(a)(2) of the Securities Act—Civil Liability Arising in Connection with Offers or Sales of Securities by Means of False or Misleading Prospectuses or Communications

Chapter 5: Section 10(b) of the Exchange Act—Fraud in the Purchase or Sale of Securities

Chapter 6: Section 14(a) of the Exchange Act—Proxy Litigation

Chapter 7: Sections 13 and 14 of the Exchange Act—The Williams Act: Tender Offer Litigation

Chapter 8: Section 16 of the Exchange Act—Short-Swing Profits

Chapter 9: Section 18 of the Exchange Act—Liability for False Filings

Chapter 10: Section 20A of the Exchange Act—Civil Liability of Insider Traders to Contemporaneous Traders

Chapter 11: Liability of Controlling Persons

Chapter 12: Criminal Violations of the Securities Act of 1933 and the Securities Exchange Act of 1934

Indices