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Securities Litigation and SEC Enforcement

Thompson & Knight represents officers, directors, issuers, underwriters, and accounting firms in every form of securities litigation. Our attorneys, having handled hundreds of cases over the years, possess expertise in class actions, derivative claims, proxy contests, merger challenges, and government enforcement matters.

Overview

Thompson & Knight has skilled attorneys who have represented officers, directors, issuers, underwriters, and accounting firms in every type of securities litigation. Our attorneys, having handled hundreds of cases over the years, possess expertise in class actions, derivative claims, proxy contests, merger challenges, and government enforcement matters. Our attorneys have litigated securities cases throughout the U.S., including California, Delaware, New York, Oklahoma, and Texas. Our attorneys are recognized by judges and adversaries alike for their capabilities and success in the courtroom.

Securities Class Action and Shareholder Litigation

We have had an active securities and corporate governance litigation practice for decades. We have substantial experience trying and arbitrating cases throughout the country involving claims against public and private companies, directors, officers, special committees, and trustees. Our experience includes all types of securities and shareholder litigation, including stock drop claims under Section 10(b) of the Exchange Act and Section 11 of the Securities Act, insider trading claims, challenges to public company mergers, and virtually every type of shareholder and derivative claim.

Securities Enforcement

We routinely represent officers, directors, and corporations in SEC enforcement matters, including industry-wide investigations, insider trading investigations, regulatory investigations, accounting disputes, and every aspect of SEC securities enforcement. We regularly assist audit committees in evaluating shareholder demand letters, whistleblower allegations, and potential securities and other federal law violations. We also help clients develop corporate compliance and audit programs, designed to take into account the particular operations and strategic objectives of the company.

Derivative Litigation

We represent officers, directors, and professionals in derivative and fiduciary duty lawsuits. These claims often involve corporate governance disputes, alleged interested party transactions, or disputes relating to changes in corporate control. Our practice includes substantial experience involving special committees and special litigation committees under Texas, Delaware, and other states’ substantive laws.

The Firm is counsel to a large number of publicly held corporations with shares listed on the New York Stock Exchange, NYSE American stock exchange, and NASDAQ National Market. We also serve as counsel to a large number of Fortune 500 companies and professional service firms. Our clients span various industries, including energy, telecommunications, healthcare, technology, computer, airline, banking, chemical, construction, and professional sports.

Ranked among the top firms in the nation for Securities Litigation-Defense by The Legal 500 US 2019

Received a top national ranking for Litigation-Securities in U.S. News - Best Lawyers® “Best Law Firms” 2019

Experience

Securities Fraud Class Actions and Derivative Suits

  • Defended a NASDAQ-listed voice-automation software company
  • Defended a NASDAQ-listed telecommunications company and certain officers in a series of three suits pending over a period of nine years
  • Defended NASDAQ-listed major oil and gas exploration company after an initial public offering
  • Defended a NYSE-listed correctional facilities company
  • Defended a NYSE-listed computer retailer
  • Defended a NYSE-listed jewelry and bullion company
  • Defended officers and directors of a NASDAQ-listed digital television products manufacturer
  • Defended a major plumbing industry company and its directors
  • Defended the directors of a publicly-traded company in the precious metals industry against claims of fraud and breach of fiduciary duty in a related party transaction; the suit was a derivative shareholder suit filed and tried to conclusion in the Court of Chancery of the State of Delaware
  • Obtained a defense verdict from a two week-trial for an investment bank, in a securities fraud case involving a $50 million private placement of an infomercial company

Merger Challenge Cases

  • Defended the directors of a publicly-traded oil and gas company acquired by a nationalized oil company; defense included three successful appeals defeating plaintiffs’ class certification motions
  • Defended a special committee of the board of directors of a major gas company in a derivative suit filed in the Court of Chancery of the State of Delaware; the special committee had evaluated a merger transaction with a related party
  • Defended the directors of a publicly-traded REIT in a class action and derivative suit filed challenging a merger transaction
  • Defended a NYSE-listed independent energy company in shareholder litigation over billion-dollar acquisition

SEC Enforcement Matters

  • Represented a former Chief Financial Officer of a national energy company in an SEC enforcement action
  • Represented a former Chief Accounting Officer of a Fortune 100 company in an SEC enforcement action
  • Represented trustees of a mutual fund in an investigation initiated by the staff of the SEC
  • Represent Trustees of $1 billion REIT in SEC and DOJ investigations
  • Represented auditor in SEC enforcement action on insider trading investigation
  • Represented controller on SEC enforcement action on asset misappropriation
  • Defended directors and officers in receivership of largest savings and loan association in Texas

Audit Committee and Corporate Governance Matters

  • Represented the audit committee of a NASDAQ-listed national transportation company investigating the activities, including questionable billing practices, directed by the COO of the Company
  • Represented the audit committee of a NASDAQ-listed company regarding the activities of a China-based subsidiary
  • Represented the audit committee of a NYSE-listed company in the investigation of activities of the company in Africa, South America, and the Middle East
  • Represented the shareholders and a hotel and resort development company in asserting claims against an officer, director, and real estate developer for breach of fiduciary duty, usurpation of corporate opportunity, breach of contract, conspiracy, and tortious interference, which resulted in a favorable jury verdict
  • Represented the audit committee of a NYSE-listed company and conducted an internal investigation of option granting practices
  • Represented the audit committee of a Fortune 100 company in a series of investigations relating to stock option backdating claims in the Southern District of New York
  • Represented a NYSE-listed company investigating certain contractual agreements involving illegal kickbacks