Keker & Van Nest's securities practice covers the broad range of challenges facing corporations and individual executives in the post-Sarbanes Oxley environment. We bring our trial skills to every setting in which securities problems arise, from questioning witnesses in internal investigations, to negotiating with the SEC and Department of Justice, to pre-trial discovery and motions practice in civil litigation, and, of course, at trial.

In civil litigation with shareholders and private parties, we represent corporations as well as individual officers and directors in securities class action and derivative lawsuits in state and federal courts. Oftentimes those engagements involveinternal investigations, negotiations with insurance carriers, as well as various forms of alternative dispute resolution

In handling investigations and civil litigation with regulatory agencies such as the SEC and NASD, we have broad experience in representing corporations, as well as Boards of Directors, committees of the Board, individual directors, officers, and employees. These matters have covered virtually every aspect of securities law enforcement, including the recent spate of investigations in options backdating, revenue recognition in high tech companies, and market timing or late trading. We have also handled scores of matters involving traditional areas of securities law enforcement such as insider trading, accounting and disclosure fraud, and misbehavior by brokers and other securities professionals.

For a discussion of the criminal securities matters we have handled, please refer to our White Collar Criminal Practice pages.

Representative matters the firm has handled or is handling in the area of securities litigation are described below.

• We currently represent many corporations and executives who have been sued or are under criminal or SEC investigation for alleged irregularities in stock options grants. Collectively, these cases involve virtually every permutation of the current wave of options investigations.
• We recently conducted an investigation for a prominent local technology company and its officers and directors in connection with claims relating to alleged backdating of stock options. After the investigation, we met with plaintiffs' counsel and convinced plaintiffs to dismiss their derivative action.
• We represented a prominent local corporation and its officers and directors in parallel class actions and derivative lawsuits alleging securities fraud. After we won a motion to dismiss, plaintiffs in all pending cases voluntarily dismissed all their claims. In Re Electronic Arts Securities Litigation (N.D. Cal. and Superior Court San Mateo).
• We represented the former Chief Financial Officer of TenFold Corporation in SEC v. Tenfold et al. (D. Utah), in which the SEC alleged failure to disclose project delays on software projects, revenue recognition fraud, and lying to auditors. All charges were dropped by the Commission after extensive discovery showed no basis for the SEC's allegations. See SEC Drops Case Against Software Executives (New York Times, December 20, 2005).
• We have represented and continue to represent individuals investigated by the SEC or DOJ for alleged violations of the Foreign Corrupt Practices Act provisions of the securities laws.
• We represented the general counsel of a prominent local technology company in the administrative resolution of SEC claims concerning registration violations.
• We represent a publicly-held medical device company in two class actions and two derivative lawsuits alleging violations of the Federal securities laws, fraud, breach of fiduciary duty, and insider trading, related to a failed potential acquisition and management changes.
• We represent a prominent technology company in a class action brought by certain option-holder/employees. After eliminating a significant portion of the case on grounds of SLUSA preemption, we reached a favorable settlement on the remaining contract claim.
• We represent the former Chief Financial Officer of Enron in a criminal securities fraud case and in numerous civil securities cases in federal and state courts across the country. In Re Enron Securities Litigation, H 01-324 (S.D. Texas) and related cases.
• We represent the former Controller of NextCard, an internet credit card company, in SEC v. Lent et al. (N.D. Cal.), in which the SEC alleges an earnings management and accounting fraud scheme. This case also involved related proceedings with the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency.
• We represented the former General Counsel of a major semiconductor manufacturer in connection with an SEC investigation of revenue recognition fraud and insider trading.
• We represented the General Counsel of an internet company and, in 2005, negotiated a no-liability cease and desist order with the SEC to resolve claims of securities fraud.
• We represented a law firm sued as a "control person" in a large securities class action. In 2004, we settled the matter favorably to our client. In Re Clarent Securities Litigation, C-01-3361-CRB.
• We represented a software startup against state law securities claims brought by the company's major investor. Following a pre-lawsuit mediation, in 2004 we negotiated a settlement favorable to our client.
• We represented a former Vice President of Sales of Critical Path, Inc. in a securities class action, derivative action, and related criminal and SEC proceedings. The shareholder and derivative and criminal cases were settled in 2003 with no liability to our client. The SEC and DOJ proceedings were settled with a fine and no finding of liability, for our client and no criminal charges against our client. In Re Critical Path Securities Litigation, C-01-0551-WHA; In Re Critical Path Derivative Litigation, C-01-0684-WHA.
• We represented the Vice President of North America Sales of Informix Corporation in securities class actions and derivative actions filed in federal and state courts, following a $250 million restatement of earnings. These cases were settled in 1999 and 2000 with no liability to our client. In Re Informix Securities Litigation, 97-CV-01289 (N.D. Cal.); In Re Informix Derivative Litigation, 401818, San Mateo County Superior Court. We also in 2003 - 2004 represented Informix's former Chief Executive Officer in related criminal proceedings. United States v. White, CR-02-0375-CRB (N.D. Cal.)
• We represented a senior manager of a software company under investigation by the SEC and Department of Justice for securities fraud. Based on our Wells Submission to the SEC in 2000, no charges were brought against our client. We achieved a similar victory in 2002 for the Chairman of the Board of a major software company.
• We successfully defended a major semiconductor manufacturer in two cases of national attention, both resulting in complete withdrawal of the class action complaints.
• We successfully defended a major financial services firm with a $40 million securities claim in connection with a leveraged buyout. We prevailed on summary judgment on all claims, and the ruling was affirmed on appeal.
• We represented a large national software company and its officers and directors in a series of civil class actions, in a derivative action, and in an SEC Investigation. The civil cases were settled favorably for our clients and no SEC charges were filed.
• We defended a major medical device manufacturer in connection with several class action securities cases. We conducted an early investigation, sent a detailed proffer letter, and persuaded all plaintiffs to withdraw the actions without any compensation.
• We prevailed at an arbitration for a major broker/dealer against a sophisticated investor. The investor's $8 million claim was denied in all respects.
• We represented a software startup against state law securities claims brought by the company's major investor. Following a pre-lawsuit mediation, we negotiated a buy back of the investor's shares on favorable terms.
• We represent a former executive at a leading investment bank in connection with an SEC investigation into market timing by mutual funds.