Corporate Defense and Disputes

Important developments in U.S. securities law, white collar criminal defense, regulatory enforcement and other emerging issues impacting financial services institutions, publicly traded companies and private investment funds

Sarah Gold

Sarah Gold

Partner

Sarah S. Gold is a partner in the Litigation Department and co-head of the Securities Litigation Group.

Sarah represents clients, including Fortune 500 companies, underwriters, boards of directors, and executive officers, in a full range of securities matters. These include the defense of class action and derivative lawsuits, and internal investigations, SEC and other regulatory, and federal criminal investigations and litigations. Sarah also counsels companies on regulatory issues, fiduciary duties, and codes of conduct and handles a wide variety of other civil and criminal matters, including various commercial litigations for large public companies.

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Constitutional Challenges to SEC Administrative Proceedings

May defendants charged in SEC administrative proceedings challenge the constitutionality of those proceedings in federal district court? The determination of whether district courts have subject matter jurisdiction over such challenges has become the critical prelude in the ongoing controversy over the SEC’s seemingly arbitrary use of its “home court” alternative to pursue claims and remedies … Continue Reading

Delaware Independent Director Liability in Control Buyout Cases

The Delaware Supreme Court will address the standard for pleading that an independent director has breached fiduciary duties in connection with a controlling shareholder buyout. The issue was certified for interlocutory appeal in a pair of recent Delaware Chancery Court cases. In re Cornerstone Therapeutics Stockholder Litigation, No. CIV.A. 8922-VCG (Del. Ch. Sept. 10, 2014) … Continue Reading

Second Circuit Affirms Dismissal of Madoff Trustee’s Six-Year Transfer and Preference Claims

With several billions of dollars ultimately at stake, the Second Circuit has affirmed that Section 546(e) of the Bankruptcy Code, a safe-harbor protecting certain securities-related payments from bankruptcy “claw backs,” barred Irving Picard, Trustee of Bernard L. Madoff Investment Securities, LLC (“BLMIS”), from asserting all but a limited category of avoidance and recovery claims. In … Continue Reading

Demand Futility in Delaware Derivative Actions

Introduction written by Tanya Dmitronow and Julia Pizzi. Full analysis written by Sarah Gold and Richard Spinogatti. Although they often involve overlapping issues, shareholder derivative lawsuits are fundamentally different from securities class actions. While the object of a securities class action is to hold the company (and, perhaps, its directors and officers) liable for harming investors and … Continue Reading

Fiduciary Exception to Privilege in Books and Records Case

The attorney-client privilege is the oldest privilege recognized by Anglo-American jurisprudence, and its origins can be traced to ancient Rome. It is critical to encouraging frank and full communications between clients and their attorneys, thereby promoting the public interest in legal compliance and the proper administration of justice. The attorney-client privilege is, however, an exception … Continue Reading
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