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Four Decades for Justice

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Litigation

Board and Officer Representation

Board and Officer Representation

Cravath represents boards, board committees, inside and outside directors and company executives from the boardroom to the courtroom—developing creative and workable solutions to the wide range of complex governance issues and high‑stakes litigation our clients face.

Cravath is “renowned for its representation of corporate defendants as well as individual officers and directors in class actions and large individual actions.” (The Legal 500 US) We have substantial boardroom experience in a wide variety of contexts, including crisis management, governmental and internal investigations, accounting and executive compensation issues, shareholder demands, derivative litigation and other critical disputes. In addition, we often work side by side with boards on mergers and acquisitions, proxy contests and many other situations requiring the attention of senior decision‑makers. Many of the investigations, demands and cases we have handled in recent years relate to issues drawing a high degree of public scrutiny, including data breaches, executive compensation, alleged accounting and securities fraud, allegations of sexual misconduct and purported improper business practices, such as violation of the FCPA and antitrust laws. Our lawyers adeptly navigate the complex and sensitive issues that can arise in connection with these types of claims for companies across industries, from high‑profile technology to financial institutions to consumer products.

In these and other circumstances, we assist board members in making difficult business judgments, including by ensuring they have the appropriate factual and legal information needed to move forward. Our work on these matters includes, among other things, fact finding, advising committees and boards on issues of law and fact, and coordinating with both in-house counsel and, where relevant, other outside counsel responsible for related claims or proceedings. By working collaboratively and constructively with company counsel and management, we aim to minimize the disruption and inefficiencies that can be associated with these challenging circumstances.

Cravath is “renowned for its representation of corporate defendants as well as individual officers and directors in class actions and large individual actions.” (The Legal 500 US) We have substantial boardroom experience in a wide variety of contexts, including crisis management, governmental and internal investigations, accounting and executive compensation issues, shareholder demands, derivative litigation and other critical disputes. In addition, we often work side by side with boards on mergers and acquisitions, proxy contests and many other situations requiring the attention of senior decision‑makers. Many of the investigations, demands and cases we have handled in recent years relate to issues drawing a high degree of public scrutiny, including data breaches, executive compensation, alleged accounting and securities fraud, allegations of sexual misconduct and purported improper business practices, such as violation of the FCPA and antitrust laws. Our lawyers adeptly navigate the complex and sensitive issues that can arise in connection with these types of claims for companies across industries, from high‑profile technology to financial institutions to consumer products.

In these and other circumstances, we assist board members in making difficult business judgments, including by ensuring they have the appropriate factual and legal information needed to move forward. Our work on these matters includes, among other things, fact finding, advising committees and boards on issues of law and fact, and coordinating with both in-house counsel and, where relevant, other outside counsel responsible for related claims or proceedings. By working collaboratively and constructively with company counsel and management, we aim to minimize the disruption and inefficiencies that can be associated with these challenging circumstances.

  • Deals & Cases
  • Recent News

Deals & Cases

June 28, 2023

First Solar Wins Dismissal of Putative Securities Class Action

On June 23, 2023, Judge Michael T. Liburdi of the U.S. District Court for the District of Arizona dismissed with prejudice all claims brought against Cravath clients First Solar, Inc. and its executives (collectively, “First Solar”) in a purported securities class action litigation concerning the company’s Series 6 solar module and its Project Development business.

Deals & Cases

June 16, 2017

Qualcomm Directors and Officers Win Dismissal of Shareholder Derivative Suit Related to Purported FCPA Violations

On June 16, 2017, the Delaware Court of Chancery dismissed a stockholder derivative lawsuit brought against current and former directors and officers of Qualcomm Incorporated alleging, among other claims, that defendants breached their fiduciary duties by allegedly failing to prevent purported FCPA violations by the company. In granting the dismissal, Vice Chancellor Tamika R. Montgomery‑Reeves held that the complaint did not plead sufficient facts to infer that the individual defendants had acted in bad faith or that the directors faced a substantial likelihood of personal liability such that plaintiffs’ failure to make a demand on the board to bring a suit was excused.

Deals & Cases

May 19, 2011

Citigroup Directors Win Dismissal of Shareholder Derivative Litigation

On May 17, 2011, the United States District Court for the Southern District of New York granted a motion to dismiss shareholder derivative litigation brought against Cravath clients, the Outside Directors of Citigroup Inc. Shareholders alleged breach of fiduciary duty, corporate waste and mismanagement against certain of Citigroup’s current and former directors and officers in connection with Citigroup’s losses on mortgage-backed assets in the second half of 2007.

Deals & Cases

March 25, 2011

Huron’s Derivative Litigation Dismissed

On March 22, 2011, Judge Elaine Bucklo of the United States District Court for the Northern District of Illinois dismissed with prejudice an amended derivative complaint against Cravath client Huron Consulting Group Inc. and its directors.

Deals & Cases

December 21, 2010

Sprint Granted Summary Judgment in Securities Class Action

On December 17, 2010, the United States District Court for the District of Kansas granted summary judgment in favor of Cravath clients Sprint Nextel Corporation and its outside directors in State of New Jersey v. Sprint Corporation et al., a securities class action that has been pending since 2003. The State of New Jersey asserted claims for securities fraud against Sprint and certain of its former officers and directors under Sections 10(b) and 14(a) of the Securities Exchange Act of 1934. These claims were based on alleged false and misleading statements in Sprint’s 2001 and 2002 proxy statements and other filings; these filings stated that Sprint had entered into new employment agreements with its CEO and President at the time, William Esrey and Ronald LeMay, respectively, that were intended to ensure the long-term employment of the executives. Esrey and LeMay were terminated by Sprint in early 2003, and New Jersey alleged that their terminations were inevitable at the time of the earlier proxy statements because the executives had entered into tax shelters that were not sustainable and would result in devastating tax liabilities, making it impossible for them to continue to lead Sprint.

Activities & Publications

May 27, 2022

Gary Bornstein Speaks at PLI’s 2022 Delaware Law Developments Program

On May 26, 2022, Cravath partner Gary A. Bornstein participated in “Delaware Law Developments 2022: What All Business Lawyers Need to Know,” a program presented virtually by the Practising Law Institute. Gary spoke on a panel entitled “Fiduciary Litigation,” which discussed recent Delaware Supreme Court decisions, controlling stockholders and control groups, and other recent developments.

Deals & Cases

June 28, 2023

First Solar Wins Dismissal of Putative Securities Class Action

On June 23, 2023, Judge Michael T. Liburdi of the U.S. District Court for the District of Arizona dismissed with prejudice all claims brought against Cravath clients First Solar, Inc. and its executives (collectively, “First Solar”) in a purported securities class action litigation concerning the company’s Series 6 solar module and its Project Development business.

Deals & Cases

June 16, 2017

Qualcomm Directors and Officers Win Dismissal of Shareholder Derivative Suit Related to Purported FCPA Violations

On June 16, 2017, the Delaware Court of Chancery dismissed a stockholder derivative lawsuit brought against current and former directors and officers of Qualcomm Incorporated alleging, among other claims, that defendants breached their fiduciary duties by allegedly failing to prevent purported FCPA violations by the company. In granting the dismissal, Vice Chancellor Tamika R. Montgomery‑Reeves held that the complaint did not plead sufficient facts to infer that the individual defendants had acted in bad faith or that the directors faced a substantial likelihood of personal liability such that plaintiffs’ failure to make a demand on the board to bring a suit was excused.

Deals & Cases

May 19, 2011

Citigroup Directors Win Dismissal of Shareholder Derivative Litigation

On May 17, 2011, the United States District Court for the Southern District of New York granted a motion to dismiss shareholder derivative litigation brought against Cravath clients, the Outside Directors of Citigroup Inc. Shareholders alleged breach of fiduciary duty, corporate waste and mismanagement against certain of Citigroup’s current and former directors and officers in connection with Citigroup’s losses on mortgage-backed assets in the second half of 2007.

Deals & Cases

March 25, 2011

Huron’s Derivative Litigation Dismissed

On March 22, 2011, Judge Elaine Bucklo of the United States District Court for the Northern District of Illinois dismissed with prejudice an amended derivative complaint against Cravath client Huron Consulting Group Inc. and its directors.

Deals & Cases

December 21, 2010

Sprint Granted Summary Judgment in Securities Class Action

On December 17, 2010, the United States District Court for the District of Kansas granted summary judgment in favor of Cravath clients Sprint Nextel Corporation and its outside directors in State of New Jersey v. Sprint Corporation et al., a securities class action that has been pending since 2003. The State of New Jersey asserted claims for securities fraud against Sprint and certain of its former officers and directors under Sections 10(b) and 14(a) of the Securities Exchange Act of 1934. These claims were based on alleged false and misleading statements in Sprint’s 2001 and 2002 proxy statements and other filings; these filings stated that Sprint had entered into new employment agreements with its CEO and President at the time, William Esrey and Ronald LeMay, respectively, that were intended to ensure the long-term employment of the executives. Esrey and LeMay were terminated by Sprint in early 2003, and New Jersey alleged that their terminations were inevitable at the time of the earlier proxy statements because the executives had entered into tax shelters that were not sustainable and would result in devastating tax liabilities, making it impossible for them to continue to lead Sprint.

Activities & Publications

May 27, 2022

Gary Bornstein Speaks at PLI’s 2022 Delaware Law Developments Program

On May 26, 2022, Cravath partner Gary A. Bornstein participated in “Delaware Law Developments 2022: What All Business Lawyers Need to Know,” a program presented virtually by the Practising Law Institute. Gary spoke on a panel entitled “Fiduciary Litigation,” which discussed recent Delaware Supreme Court decisions, controlling stockholders and control groups, and other recent developments.

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Board and Officer Representation

Cravath Bicentennial

Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.

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