Our work in commercial disputes is informed by our extensive trial and appellate experience and a keen understanding of each client’s business imperatives.

Clients value our representation in a variety of matters relating to breaches of contract or fiduciary duty, business torts and tortious contract interference, and state and federal statutory law. Our civil litigation work includes deep experience in consumer class actions, M&A-related litigation, international arbitration, mass torts and products liability, and professional liability.

In working with clients to resolve these matters, we recognize that all aspects of a client’s business – including the business model, financial condition, workforce and employee concerns, regulatory issues, investor considerations and reputation – are important in determining the most effective legal strategy.

Boards of directors and officers of leading corporations and financial institutions call on our litigators for strategic advice. Our lawyers represent clients in connection with evaluating and responding to shareholder demands and we are frequently retained to conduct internal investigations relating to allegations of breach of fiduciary duties, insider trading or other misconduct. 

Chambers USA:

• Securities Litigation, Band 1 
• Davis Polk has an “impressive securities practice with strength in a wide-ranging set of litigation matters. Represents an enviable roster of major financial institutions and blue-chip public companies in connection with a range of bet-the-company matters.”
• Davis Polk is a “first-class player across an impressive breadth of big-ticket disputes, acclaimed for its standout reputation in defending suits brought against issuers, auditors and financial institutions in securities matters.”

Legal 500 U.S.:

• Securities Litigation, Tier 1  
• Davis Polk is seen as a “’safe pair of hands’ by clients engaged in bet-the-company securities litigation.”

Benchmark Litigation:

• Securities Litigation, Band 1 
• “Davis Polk is on everybody’s shortlist and should be. In big, commercial oriented matters that involve serious bucks, they are a top choice.”

BTI Consulting – “Securities & Finance Litigation Standout,” 2018

Securities Litigation

• Blockchain Foundation. We represent a decentralized blockchain foundation facing multiple class actions alleging its approximately $232 million fundraising was an illegal securities offering in violations of U.S. and California securities laws and seeking the return of the donated cryptocurrency.
• Ratings Agency. We achieved a victory for a major ratings agency when the New York Appellate Division, First Department, affirmed the complete dismissal of a derivative lawsuit brought by two shareholders of S&P Global. Davis Polk represented the company as the nominal defendant.
• Facebook. We obtained a dismissal of claims on behalf of the 33 underwriters of the Facebook IPO brought by shareholders in more than 30 class actions, seeking a disgorgement of over $100 million.
• IBM. We obtained the successful dismissal of both a class action securities litigation and a follow-on ERISA suit for IBM and senior officers.
• Morgan Stanley. We have represented Morgan Stanley in more than 50 lawsuits, arising from the mortgage meltdown and financial crisis of 2007-2008, brought in courts around the country by fund managers, insurance companies, and other investors based on purchases of mortgage-related securities and structured products RMBS, CDOs, and SIVs. As a result of various motions, we have eliminated well in excess of $10 billion in damage claims.
• FanDuel Investor Group. We represented FanDuel Investor Group in connection with obtaining the successful dismissal of the investor group from the consumer class action securities litigation directed against the daily fantasy sports operator together with its investors and financial intermediaries.
• Eletrobas. We represent Eletrobas in a securities class action, filed in New York, alleging kickbacks at the Brazilian government-controlled company.
• Prosensa Holding N.V. We represented Prosensa Holding N.V. and several of its officers and directors in a total victory of a securities litigation related to Prosensa’s IPO. Plaintiffs, claiming violations of Sections 11 and 15 of the Securities Act of 1933, alleged that Prosensa’s registration statement omitted material facts concerning Prosensa’s then-ongoing Phase III trial of its lead drug, Drisapersen.
• Credit Suisse. We represented Credit Suisse in a decisive victory, securing the outright dismissal of a decade-old, multibillion-dollar securities fraud class action brought against our client on behalf of AOL-Time Warner shareholders alleging that equity research published by Credit Suisse was false and misleading and caused the market price of AOL-Time Warner stock to be inflated. Davis Polk successfully defended that judgment on appeal.

Shareholder Demand

• E-Commerce Company. We represented a special committee of the board of a large E-Commerce Company in connection with shareholder derivative claims arising from a data breach in which the account credentials of over 100 million users were stolen.
• Dialog Semiconductor. We successfully represented Dialog Semiconductor in litigation related to the earnout provisions in the $310 million acquisition of iWatt, in which Fortis Advisors – acting on behalf of former iWatt shareholders – filed suit in the Delaware Court of Chancery asserting claims for breach of contract, fraud, breach of good faith, and negligent misrepresentation.  
• E*TRADE. We represented E*TRADE in a variety of regulatory investigations and securities and derivative litigations in connection with its announcements regarding losses stemming from exposure to second-lien mortgages and mortgage-backed securities. 
• Affymetrix. We represented Affymetrix and its directors in connection with shareholder litigation, reaching a settlement of claims filed in the U.S. District Court for the Northern District of California and a dismissal of suits filed in California State court, which allowed for the company’s successful acquisition by Thermo Fisher Scientific.
• Palm. We represented Palm and its directors against 13 separate lawsuits claiming that the defendants breached their fiduciary duties to Palm’s shareholders by agreeing to allow Palm to be acquired by Hewlett-Packard, obtaining a stay of 12 actions and settling the 13th on favorable terms.
• Orexigen Therapeutics, Inc. We represented the current and former directors of Orexigen Therapeutics, Inc. in obtaining the successful dismissal of a derivative litigation filed in California state and federal courts relating to allegedly excessive awards of stock compensation. 
• American Italian Pasta Company. We represented the board of the American Italian Pasta Company in connection with shareholder demands and shareholder derivative litigation.