Securities Litigation

Wide-Ranging Practice

Wilson Sonsini has defended virtually every conceivable type of securities class action, including, for example, disputes involving alleged financial fraud, financial forecasts, and product-related issues.
Substantial Experience Representing Companies in Technology, Life Sciences, and Other Major Industries

In addition to representing clients throughout the technology and life sciences sectors, our securities litigation team has represented companies in other major industries, including aerospace and defense, consumer products, energy, and financial services.
A Track Record of Success

Between 1996 and May 2022, Wilson Sonsini completely prevailed for the firm's clients in 156 cases; over the same period, the firm's litigators successfully convinced plaintiffs' lawyers to abandon 32 cases, won 124 motions to dismiss all claims with prejudice, and obtained complete summary judgment victories in 14 cases.
Accomplished Securities Litigators

Wilson Sonsini's securities litigation practice and its attorneys have been recognized as leading practitioners in legal industry rankings, including Chambers USA, Law360, The Recorder, and BTI Litigation. The firm was also recognized by The Recorder as the 2022 "On the Radar" Award honoree for Securities Litigation based on the volume and significance of litigation handled for leading technology companies on high-stakes matters across more than 35 client industry sectors.

Wilson Sonsini's securities litigation practice is characterized by a unique and sophisticated understanding of our clients' businesses. This understanding allows us to execute creative, aggressive strategies in litigation. We have built a reputation as one of the top securities defense firms in the country, and have defended cases in more than 30 states and in all of the federal courts. Between 1999 and May 2022, Wilson Sonsini defended companies in 270 federal securities class actions.

We have also represented companies, their directors, and officers in other closely related types of litigation, including shareholder derivative lawsuits alleging breaches of fiduciary duties, and formal and informal investigations before the Securities and Exchange Commission and other regulatory agencies. We have defended virtually every conceivable type of securities class action, including cases involving alleged financial fraud, new drugs and medical devices, defective products, and financial forecasts.

In addition to representing clients throughout the technology and life sciences sectors, our securities litigation team has represented companies in other major industries, including aerospace and defense, consumer products, energy, and financial services.

Between 1996 and May 2022, we completely prevailed for our clients in 156 cases. During the same period the firm's litigators successfully convinced plaintiffs' lawyers to abandon 32 cases, won 124 motions to dismiss all claims with prejudice, and obtained complete summary judgment victories in 14 cases. Our winning percentage is significantly higher than the national average, based upon data published by NERA Economic Consulting. Our demonstrated and sustained ability to win cases across the country and in a wide variety of industries places us in a unique position among leading defense firms. In addition, our track record of success provides leverage that enables our clients to obtain favorable settlements.

Overview

News Articles

Securities Docket Names Caz Hashemi Among 2024 “Enforcement Elite”

On November 6, 2024, Wilson Sonsini’s Caz Hashemi was honored among Securities Docket’s “Enforcement Elite” for 2024, an elite list of the best securities enforcement defense lawyers in the business. The 140 lawyers selected to the list are from many of the top law firms in the world and have been key players in some of the most significant SEC enforcement matters over the past few decades.

Alerts

U.S. Supreme Court Holds SEC Cannot Use In-House Proceedings When Seeking Civil Penalties for Securities Fraud

On June 27, 2024, the U.S. Supreme Court held in Securities and Exchange Commission v. Jarkesy that the Seventh Amendment to the United States Constitution entitles a defendant to a jury trial when the U.S. Securities and Exchange Commission (SEC) seeks civil penalties for securities fraud. As a result, the SEC must sue in federal court, rather than in the agency’s in-house administrative law court that lacks juries, when it seeks civil penalties for fraud.

Alerts

Delaware Court of Chancery Addresses Validity of Stockholder Agreement-Based Restrictions over Corporate Governance Matters

On February 23, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a decision concluding that some provisions of a stockholder agreement purporting to give a large stockholder various governance rights—here, in the public company and investment bank Moelis—violated the Delaware statute by infringing upon the authority of the board of directors and were therefore invalid.¹ The decision will receive attention going forward, with regard to both preexisting governance arrangements that involve similar issues and structuring such arrangements in the future.

Alerts

Delaware Court of Chancery Addresses Fiduciary Duty Claims Arising from Reincorporation to Nevada

On February 20, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an opinion refusing to dismiss stockholder claims challenging the reincorporation of TripAdvisor from Delaware to Nevada and determining that the entire fairness standard of judicial review, rather than the business judgment rule, applied to the decision to reincorporate. The essence of the court’s determination was that the purpose of the reincorporation was to reduce stockholder litigation risks for its fiduciaries and that a reduction in the litigation rights of stockholders in a controlled company creates a non-ratable benefit for the controller. Accordingly, the standard of review governing the transaction is entire fairness unless the company uses some type of procedural protections, such as approval by an independent board committee and/or minority stockholders, to lower the standard of review by simulating an arm’s-length negotiation. Because no such steps were taken here, the court denied the defendants’ motion to dismiss and allowed the case to proceed under the entire fairness standard.

Alerts

Delaware Supreme Court Affirms Important Ruling for Multi-Class Companies Concerning Class Votes

On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate class votes to amend their certificates of incorporation to provide for officer exculpation.¹

Alerts

Delaware Court of Chancery Clamps Down on Mootness Fees for Immaterial Supplemental Disclosures

On July 6, 2023, the Delaware Court of Chancery issued an important opinion¹ that seeks to further limit the “merger tax” imposed on many companies in the context of significant M&A transactions. The court declared that future mootness fees for supplemental disclosures will only be awarded where such disclosures are “material” and, even then, signaled that amounts awarded will be much lower than in the past. This decision, which builds on prior Delaware jurisprudence that has sought to discourage nonmeritorious litigation in the M&A context, is a welcome development.

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Insights

News Articles

Securities Docket Names Caz Hashemi Among 2024 “Enforcement Elite”

Alerts

U.S. Supreme Court Holds SEC Cannot Use In-House Proceedings When Seeking Civil Penalties for Securities Fraud

Alerts

Delaware Court of Chancery Addresses Validity of Stockholder Agreement-Based Restrictions over Corporate Governance Matters

Alerts

Delaware Court of Chancery Addresses Fiduciary Duty Claims Arising from Reincorporation to Nevada

Alerts

Delaware Supreme Court Affirms Important Ruling for Multi-Class Companies Concerning Class Votes

Alerts

Delaware Court of Chancery Clamps Down on Mootness Fees for Immaterial Supplemental Disclosures

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Affiliated Programs

Association of Corporate Counsel San Francisco Bay Area — Deal or No Deal

Wilson Sonsini is proud to sponsor the Association of Corporate Counsel San Francisco Bay Area’s biggest event of the year — Deal or No Deal. The day includes 6 hours of CLE programs on topics focused on contracts, transactions, and related case law, as well as numerous networking opportunities. All in-house counsel are welcome to attend.

Affiliated Programs

Securities Enforcement Forum 2023

Securities Enforcement Forum 2023 is a unique, one-day conference that brings together hundreds of current and former senior SEC officials, securities enforcement and white-collar attorneys, in-house counsel and compliance executives, and other top professionals in the field. This year’s conference will be held on Wednesday, October 25, 2023, at the Mayflower Hotel in Washington, D.C., and will also be available for attendees to view live online.

Speaking Engagements

Compliance Data Analytics with Impact: Real-World Insights

Compliance Data Analytics with Impact: Real-World Insights - Tuesday, October 24th at 11:00 am ET.

Speaking Engagements

43rd Annual Ray Garrett Jr. Corporate & Securities Law Institute

Please join us at Northwestern Law’s 43rd Annual Ray Garrett Jr. Corporate & Securities Law Institute. This two-day program provides a timely analysis of current securities and law developments confronting publicly and privately held corporations while allowing attendees to discuss shared experiences and network. The Garrett Institute offers the unique opportunity to hear from SEC officials and Delaware judges while networking with the securities law community. 15+ hours of CLE credit are available to attendees.

Affiliated Programs

28th Annual Stanford Directors’ College

Wilson Sonsini is proud to support the 28^th Annual Directors’ College from June 26 – 28. This conference is the nation’s premier executive education program for directors and C-level executives of publicly traded firms. The program addresses a broad range of problems that confront modern boards, including the board’s role in setting business strategy, Environmental, Social, and Governance (ESG), CEO succession, techniques for controlling legal liability, challenges posed by activist investors, boardroom dynamics, and contemporary challenges including the state of the macroeconomy, the politicization of the corporation, and emerging ransomware and cybersecurity threats.

Wilson Sonsini partner Katherine Henderson will serve as a panelist for the program, “Risk Management and Compliance at the Board Level: Caremark Obligations and Beyond,” on Tuesday, June 27 from 1:55 to 2:55 pm.

Affiliated Programs

Class Action Disputes - EU and U.S. Perspectives

Join Taylor Wessing and Wilson Sonsini for a practical update on differences in class action litigation and recent developments in the European Union and the United States, including the European Commission’s push for stricter consumer protection laws.

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Events

Affiliated Programs

Association of Corporate Counsel San Francisco Bay Area — Deal or No Deal

Affiliated Programs

Securities Enforcement Forum 2023

Speaking Engagements

Compliance Data Analytics with Impact: Real-World Insights

Compliance Data Analytics with Impact: Real-World Insights - Tuesday, October 24th at 11:00 am ET.

Speaking Engagements

43rd Annual Ray Garrett Jr. Corporate & Securities Law Institute

Affiliated Programs

28th Annual Stanford Directors’ College

Affiliated Programs

Class Action Disputes - EU and U.S. Perspectives

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Lester Ang

Partner

Palo Alto

Lester Ang is a corporate and securities partner in the Palo Alto office of Wilson Sonsini, where he works with private and public technology and life sciences companies through all stages of their growth, as well as with venture capital firms and private equity firms.