is a partner in O’Melveny’s New York office and a member of the Securities Litigation Practice. Bill focuses on securities class actions, shareholder derivative lawsuits, hostile-takeover litigation, partnership disputes, breach of contract actions, bankruptcy litigation, and a host of other matters. He has appeared in state and federal courts throughout the country on behalf of Fortune 100 companies, their officers and directors, alternative asset management entities, investment partnerships, and other sophisticated commercial clients.
Over the years, Bill also has developed a significant practice advising clients on litigation avoidance strategies and disclosure issues, as well as litigation advice in complex mergers and acquisitions and other corporate transactions. For example, Bill has advised several potential acquirers in their efforts to terminate merger agreements under material adverse effect clauses. He has also given pre-litigation advice to several major financial institutions in disputes concerning securities-lending programs, collateralized debt obligations, mortgage-backed securities, and similar investments.
Illustrative Professional Experience
- Defending a large food company in an expedited Delaware Chancery Court trial of its famous “shotgun wedding” case concerning breach of a merger agreement and its material adverse change provision.
- Defending a global financial institution in class actions and expedited preliminary injunction proceedings seeking to enjoin its multi-billion dollar merger with a major home-mortgage lender.
- Defending a large health insurance company and certain of its officers and directors in a multi-billion dollar action under the Securities Act of 1933 and the Securities Exchange Act of 1934 alleging that the company’s employer stock-option grant measurement dates and other practices were materially false and misleading.
- Representing a securities industry non-profit organization as an amicus in Stoneridge, in which the Supreme Court ruled that scheme liability under Rule 10b–5 did not extend to innocent commercial counterparties in transactions a securities issuer uses to falsify its financial statements. Stoneridge Inv. Partners, LLC v. Scientific-Atlanta, Inc., 128 S. Ct. 761 (2008)
- Representing a major investment bank in a US$4 billion putative class action that received national attention in The Wall Street Journal, The American Lawyer, and elsewhere. The complaint alleged that our client and others manipulated the price of a drug manufacturing company’s stock to allow hedge funds to reap billions in short-selling profits. Bill briefed and argued a successful motion for Rule 11 sanctions that resulted in the complaint’s dismissal.
- Defending the underwriting syndicate in a Section 11 putative class action alleging that the registration statements for nearly a dozen mortgage-pass-through certificate issuances failed to disclose that the mortgage issuer allegedly flouted its mortgage underwriting standards.
- Representing the independent board of directors of a major financial exchange in a putative class action and expedited preliminary injunction proceeding challenging the exchange’s historic merger with an electronic exchange as a breach of the directors’ fiduciary duties.
- Obtaining a permanent injunction forbidding a major medical-device manufacturer from terminating the co-CEOs of its wholly-owned subsidiary in violation of the manufacturer’s implied duties of good faith and fair dealing under an acquisition agreement with the subsidiary’s former owners.
- Securing dismissal of a shareholder lawsuit against one of the world's largest videogame producers seeking to compel the company to allow shareholders unfettered access to the company's proxy statement.
- Defeating a preliminary injunction motion in expedited proceedings seeking to enjoin a merger between two software companies.
- Defending the underwriters in a putative class action lawsuit under Section 11 of the Securities Act alleging that a medical-device manufacturer’s IPO registration statement was materially false and misleading because it failed to disclose certain alleged conflicts of interest in its medical trial programs.
- Defending a chemical corporation in a putative securities class action under the Securities Act of 1933 and the Securities Exchange Act of 1934 and a derivative action alleging that the company’s public disclosures were misleading for failing to disclose certain alleged anti-competitive conduct.
- Representing the underwriting syndicate in a securities putative class action alleging that a large solar energy systems manufacturer’s IPO registration statement failed to disclose alleged customer defections.
- Securing dismissal of US$68 million breach of contract and other claims against a large foreign bank stemming from its disposition of a private equity portfolio.
- Defending the largest dedicated bulk tank truck network in North America in two securities class actions asserting claims under Section 11 of the Securities Act of 1933 and a derivative demand stemming from the company’s financial restatement.
- Defending a prominent financial services company and certain of its analysts in (i) a flurry of securities class actions alleging that the analysts’ opinions were materially misleading, and (ii) Elliot Spitzer’s action against the company.
- Representing one of New York’s largest financial services companies and its research analysts in two Mississippi state court lawsuits and a NASD arbitration challenging the accuracy of their research reports concerning high technology companies thereby violating the Securities Act of 1933, the Mississippi Securities Act and common law.
- Defending a major manufacturer of household products in nationwide state and federal securities actions alleging violations of Sections 11 and 12 of the Securities Act and Section 10(b) of the Securities Exchange Act.
- Representing the former CEO of a foreign internet-based e-mail services company, in a Section 11 putative class action in the U.S. District Court for the Southern District of New York.
- Representing all defendants in a Rule 10b-5 class action pending in Denver, Colorado, arising out of the failure of a large telecommunications company.
- Defending private-equity investors in a fraudulent conveyance action stemming from their sale of a large internet promotional products merchant.
- Defending a large air conditioning systems manufacturer in a putative class action in Texas state court seeking to enjoin the company’s sale to a private equity investor.
- Representing both acquirers and targets in expedited takeover litigation in Delaware Chancery Court and elsewhere.
Admitted to Practice,
US District Court, District of Colorado and Southern and Eastern Districts of New York; US Court of Appeals, Third, Fifth, Ninth, and Eleventh Circuits Co-Author,
“Taking A Stand,” New York Law Journal
, September 6, 2011 (with Allen Burton); "The Securities Act, Underwriters and the Due Diligence Defense," New York Law Journal
, February 15, 2010 (with Brad Butwin and Asher Rivner); "New York Landscape Affected by Subtle Change," New York Law Journal
, December 16, 2002 (with Jonathan Rosenberg)Member,
Association of the Bar of the City of New York, Committee on Professional and Judicial Ethics, 2002-present; Secretary, 1997-2002