Experience

Decades of experience in a wide range of litigation, investigations, and enforcement actions include the following matters:

Securities Fraud Class Actions
  • Defended medical device manufacturer against securities fraud claims relating to FDA non-approval of device for particular uses; obtained dismissal of all claims; affirmed on appeal.
  • Defended national electrical subcontractor against securities fraud claims relating to financial restatement; obtained dismissal of all claims; affirmed on appeal.
  • Defended software company in securities fraud litigation alleging false accounting statements (revenue recognition); obtained dismissal of all claims.
  • 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.
  • Defended telecommunication company and its senior officers against securities fraud class action premised on underlying RICO claims; obtained dismissal of all claims by trial court for failure to adequately allege loss causation; 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.
  • Currently 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.
  • Defended acquiring company in M&A litigation filed in Delaware challenging $15 billion merger of midstream companies; cases voluntarily dismissed and request for mootness fee withdrawn.
  • Defended acquiring company in M&A litigation filed in Texas state and federal courts challenging $2 billion acquisition of petrochemical company; cases voluntarily dismissed before motions to dismiss were filed.
  • Defended shareholder lawsuits filed in Texas and Wyoming against company and its directors challenging $7 billion merger of two refining companies.
  • 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.
  • Represented acquisition target in busted deal litigation; won three-week bench trial when the Delaware Chancery Court ruled in favor of the target company on liability claims; the parties settled before trial on damages 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 Speciality Chems., Inc. v. Huntsman Corp., 965 A.2d 715 (Del. Ch. 2008).

Shareholder Derivative Litigation
  • Defended board of directors of national electrical subcontractor against shareholder derivative claims relating to financial restatement; obtained dismissal of all claims.
  • Defended directors on special committee against shareholder derivative litigation alleging breach of fiduciary duties relating to FCPA issues; obtained dismissal of all claims.
  • Defended shareholder derivative litigation against outside directors on special committee investigating alleged fiduciary breaches relating to FCPA issues in Kazakhstan and Nigeria; case dismissed.
  • Defended directors of international telecommunications infrastructure company against shareholder derivative action alleging breach of fiduciary duties in connection with stock option grants; case dismissed. Appellate ruling made new law limiting discovery in Texas derivative actions involving Delaware corporations.
  • Defended former CEO of energy services company in long-running derivative litigation relating to alleged FCPA violations; all claims dismissed with prejudice by the trial court; after lengthy appellate process, plaintiff voluntarily dismissed entire case with prejudice when defendants threated to file additional motion to dismiss.
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).

SEC Enforcement and Internal Investigations

Represented dozens of companies, officers, directors, and individuals in formal and informal investigations by the SEC, DOJ, and other regulators into accounting and internal controls issues, FCPA violations, earnings management, channel stuffing, tax accounting, impairment issues, parking of securities, options backdating, insider trading, and other alleged violations.

Conducted dozens of internal investigations for special committees and audit committees evaluating allegations of fraud, mismanagement, inadequate internal controls, accounting irregularities, and improper financial reporting in conjunction with whistleblower claims, SEC inquiries, and auditor 10A investigations.

Recent matters include:
  • Defended former CEO of energy services company in SEC investigation into alleged disclosure violations relating to tax accounting restatement.
  • Defended energy company and its officers in SEC investigation into alleged FCPA and restatement issues.
  • Defended former CEO of renewable energy company in SEC investigation into alleged disclosure violations relating to construction project and attributes of the product.
  • Conducted independent internal investigation for audit committee of upstream energy company into alleged misstatements concerning assets and employees.
  • Conducted independent internal investigation for special committee of Canadian energy company into alleged misstatements concerning marketing.
  • Conducted independent internal investigation for demand review committee of national retail company based in Massachusetts into alleged self-dealing and duty of care violations.
  • Conducted independent internal investigation of Fortune 500 company into alleged accounting improprieties and tone at the top by analyzing accounting records and interviewing officers and employees in more than a dozen locations.
  • Conducted internal investigation of energy services provider alleged to have violated FCPA in connection with certain transactions in Mexico; represented company in SEC investigation into the same conduct.
Other 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.
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).