Attorneys

N. Scott Fletcher

Scott Fletcher is one of the leading securities litigation and enforcement lawyers in the country. He represents institutions and individuals in securities, commercial, and bankruptcy litigation; government enforcement actions; and internal corporate investigations.

Before forming his own firm, Scott was co-head of the securities litigation and enforcement groups at Jones Day and at Vinson & Elkins. For more than 30 years he has represented clients in matters ranging from routine securities litigation and enforcement actions to complex, multi-jurisdictional matters that require a coordinated response to the DOJ, SEC, class action and derivative plaintiffs, and auditors. He has led dozens of internal investigations for audit committees and special committees. 

Honors & Distinctions
  • Ranked as one of the top securities litigators in Texas by Chambers USA (2006-2022)
  • Recognized by The Best Lawyers in America© (2010-2022), including
    • Lawyer of the Year for Securities Litigation in Houston (2014 and 2021) and
    • Lawyer of the Year for Merger & Acquisition Litigation in Houston (2018).
  • Listed in Texas Super Lawyers (since 2005)
  • Recognized in: Lawdragon 500’s “100 Lawyers You Need to Know in Securities Litigation” (2008)
Education
  • Harvard College (A.B. with honors 1984)
  • Tulane University (J.D. with honors 1989; Order of the Coif; Notes & Comments Editor, Tulane Law Review)
Bar Admissions
  • Federal courts: U.S. Supreme Court, Fifth Circuit, DC Circuit, Southern District of New York, and all federal district courts in Texas
  • State courts: Texas, New York, Delaware, and the District of Columbia
Other Experience
  • Clerkship: Justice Andrew G.T. Moore II, Delaware Supreme Court (1989-1990)

Illustrative representations include

Securities Fraud Class Actions
  • Obtained dismissal of securities fraud claims against medical device manufacturer relating to FDA non-approval of device for particular uses; dismissal affirmed on appeal.
  • Obtained dismissal of securities fraud claims against national electrical subcontractor relating to financial restatement; dismissal affirmed on appeal.
  • Obtained dismissal of securities fraud claims against software company alleging false accounting statements (revenue recognition).
  • Defended former CEO of energy services company in multiple securities fraud class actions relating to company’s restatements of tax accounting disclosures; case settled after fact discovery at no cost to client.
  • Obtained dismissal of securities fraud class action against telecommunication company and its senior officers premised on underlying RICO claims; case settled after appeal.
  • Defended former CEO of renewable energy company in securities fraud class action alleging false statements concerning renewable product and plant construction; case settled at no cost to client.
  • Defended home healthcare provider and its current and former officers in securities fraud class action relating to Medicare reimbursement and other issues; representation began after motion to dismiss was denied; case settled favorably for client.
  • Defended former President of technology company in securities fraud litigation relating to backdated stock options; case was settled at no cost to client who was vindicated in separate arbitration.
  • Defending former CEO of international mining company in securities fraud litigation alleging accounting improprieties relating to impairment of multi-billion-dollar asset.
Selected Decisions:

In re Cyberonics Inc. Sec. Litig., 523 F. Supp. 2d 547 (S.D. Tex. 2007), aff’d sub nom. Catogas v. Cyberonics, Inc., 292 Fed. Appx. 311, 2008 WL 4158923 (5th Circ. Sept. 8, 2008).

In re Integrated Elec. Servs., Inc. Sec. Litig., 2006 WL 54021 (S.D. Tex. Jan. 10, 2006), aff’d sub nom. Central Laborers’ Pension Fund v. Integrated Elec. Servs., Inc., 497 F.3d 546 (5th Cir. 2007).

M&A Litigation
  • Defended leading refining, marketing, and midstream company against M&A litigation filed in Texas and Delaware challenging $23 billion merger with another refiner; cases resolved by payment of confidential mootness fee after supplemental disclosures.
  • Obtained voluntary dismissal of M&A litigation in Delaware challenging $15 billion merger of midstream companies; request for mootness fee withdrawn.
  • Obtained voluntary dismissal of M&A litigation filed in Texas state and federal courts challenging $2 billion acquisition of petrochemical company.
  • Defended shareholder lawsuits filed in Texas and Wyoming against company and its directors challenging $7 billion merger of two refining companies; case resolved with disclosure-only settlement.
  • Defended outside directors of target company in Texas and Delaware cases challenging $7.3 billion merger of offshore drilling companies.
  • Defended investment firm against breach of fiduciary duty claims brought by shareholder and former CFO; was brought into the case after the trial court struck the investment firm’s counterclaims and affirmative defenses; argued and won appeals before the South Carolina Court of Appeals and the South Carolina Supreme Court.
  • Defended target of $43.1 billion hostile takeover in Illinois federal court litigation; after three-month court battle that uncovered facts supporting client’s claims, the Canadian government prohibited the transaction under Canada’s foreign investment laws.
  • Part of team that won three-week bench trial in busted deal litigation; the Delaware Chancery Court ruled in favor of the target company on liability claims; the parties settled before damages trial for $1 billion.
Selected Decisions:

Menezes v. WL Ross & Co., LLC, No. 4810, 709 S.E.2d 114 (S.C. App. 2011), aff’d in relevant part, 744 S.E.2d 178 (2013).

Hexion Specialty Chems., Inc. v. Huntsman Corp., 965 A.2d 715 (Del. Ch. 2008).

Shareholder Derivative Litigation
  • Obtained dismissal of shareholder derivative claims against board of directors of national electrical subcontractor relating to financial restatement.
  • Obtained dismissal of shareholder derivative litigation against directors on special committee based on alleged breaches of fiduciary duty relating to FCPA issues.
  • Obtained dismissal of shareholder derivative litigation against outside directors on special committee investigating alleged fiduciary breaches relating to FCPA issues in Kazakhstan and Nigeria.
  • Obtained dismissal of shareholder derivative claims against directors of international telecommunications infrastructure company alleging breach of fiduciary duties in connection with stock option grants. Appellate ruling made new law limiting discovery in Texas derivative actions involving Delaware corporations.
  • Obtained dismissal of shareholder derivative claims against former CEO of energy services company in long-running litigation relating to alleged FCPA violations; after lengthy appellate process, plaintiff voluntarily dismissed entire case with prejudice when defendants threated to file additional motion to dismiss.
  • Currently defending national specialty retailer in shareholder derivative litigation relating to loan loss reserves.
Selected Decisions:

Neff v. Brady, 527 S.W.3d 511 (Tex. App. – Houston [1st Dist.] 2017).

In re Crown Castle Int’l Corp., 247 S.W.3d 349 (Tex. App. – Houston [14th Dist.] 2008).

Romero v. US Unwired, Inc., No. 04-2312, 2005 WL 2050280 (E.D. La. Aug. 11, 2005).

Commercial and Bankruptcy Litigation
  • Vindicated former president of technology company who was wrongly accused of backdating stock options and made the scapegoat for the company’s problems. Case was arbitrated over three weeks and former president received a multi-million-dollar award.
  • Successfully prosecuted the three-week AAA arbitration of a dispute over the ownership and operation of an international gas and power trading and marketing company; arbitration panel awarded ownership rights to major energy client and rejected opponent’s $1.3 billion damages claim.
  • Secured $6.2 million award in two-week JAMS arbitration for computer software company of dispute involving breach of contract and breach of duty of good faith and fair dealing.
  • Represented bond insurer challenging compliance with terms of bonds for Houston professional sports stadiums; hired after two prior firms failed to identify potential argument to increase bond security; case settled after appeal when initial dismissal on sovereign immunity grounds was reversed.
  • Represented group of bondholders challenging certain pre-bankruptcy transactions that transferred assets to separate entities in preliminary injunction hearing and trial on expedited schedule with all discovery completed in 3-4 months.
  • Obtained summary judgment for company alleged to have breached indenture contract by failing to make timely SEC filings while internal investigation was pending.
  • Obtained summary judgment on multi-million-dollar claims filed by former employee against majority shareholder of an oil technology company alleging breach of contract, fraud, and alter ego liability.
  • Defended investment bank accused of conspiracy and aiding abetting scheme to deprive plaintiff of oil and gas royalties; after extensive discovery, the case settled at no cost to the client.
  • Defended a Fortune 500 turbine manufacturer in a white-collar criminal action alleging government contract fraud arising out of $100 million construction contract.
  • Represented upstream energy company in proceedings to obtain injunction against company involved in offshore drilling operations; case resolved by agreement to provide all relief requested by client.
  • Represented energy services company in injunctive action to prevent shareholder of acquired company from dissipating stock proceeds from sale until post-acquisition proceedings were completed.
  • Represented multiple Chapter 11 filers in evidentiary hearings challenging interim relief and confirmation of plan of reorganization.
  • Represented former CEO of renewable energy company in adversary action alleging fraud and breach of fiduciary duty claims; case settled at no cost to client.
Selected Decisions:

National Pub. Finan. Guar. Corp. v. Harris County-Houston Sports Auth., 448 S.W.3d 472 (Tex. App. – Houston [1st Dist.] 2014).

Cyberonics, Inc. v. Wells Fargo Bank, N.A., 2007 WL 1729977 (S.D. Tex. June 13, 2007).