Edmund Polubinski III
  1. Partner

Mr. Polubinski is a partner in Davis Polk’s Litigation Department, representing clients in securities, derivative, acquisition-related, and other complex litigation in federal and state trial and appellate courts around the country, as well as in arbitration. He also represents companies, funds, and boards of directors in internal investigations, as well as in investigations and other proceedings before various governmental authorities, including the Securities and Exchange Commission, the Commodity Futures Trading Commission, and the Department of Justice. His recent clients include Citigroup, Crestview Partners, Cross River Bank, FINRA, Hitachi, Morgan Stanley, Pattern Energy, Prosensa, Roche, Tailwind Partners, Toll Brothers and the independent directors of MF Global.

Mr. Polubinski has been recognized for his work in securities litigation in leading industry publications. In Chambers USA, sources have described him as “terrific,” “superb,” “very conscientious and extremely smart,” and highlight his “excellent judgment.” He has also been recognized in Benchmark Litigation and The Legal 500 U.S. 

Work Highlights

Recent Civil Litigation
  • Lead counsel to all seven independent directors of MF Global in securities and other civil litigation, as well as enforcement-related matters, concerning the collapse of MF Global; won complete dismissal of all customer-related claims and achieved favorable settlement of all securities claims, with all consideration contributed by a limited portion of D&O insurance
  • Counsel to Roche Holding AG and its CEO and CFO in connection with securities litigation in New Jersey federal court relating to disclosure of clinical trial results
  • Representation of Tezos Stiftung, a Swiss foundation, in connection with first-of-its kind securities litigation in Florida and California relating to $232 million cryptocurrency fundraising
  • Lead counsel to Cross River Bank in declaratory judgment action in Colorado federal court to vindicate Cross River’s federal statutory and contractual rights to freely extend credit and to freely sell loans on a nationwide basis
  • Argued and won complete dismissal of $2.4 billion qui tam litigation in New York challenging Citigroup’s tax treatment of net operating loss deductions
  • Argued and won motion to dismiss and subsequent motion for reconsideration on federal securities claims against Dutch biotechnology company Prosensa Holding N.V. and its officers and directors in the Southern District of New York
  • Lead counsel to Pattern Energy and two of its officers in federal securities litigation in the Northern District of California
  • Lead counsel to FINRA in 11th Circuit appeal challenging FINRA’s “Pay to Play” rule
  • Lead counsel for Morgan Stanley in litigations in Georgia and Utah state court alleging that Morgan Stanley and other prime brokerages engaged in market manipulation in connection with alleged “naked short selling”
  • Won dismissal of all claims against Goldman Sachs, Credit Suisse, J.P. Morgan and other underwriters in federal securities litigation in the Southern District of New York related to the IPO of Chinese online retailer, Jumei International Holding 
  • Argued and won appeal for Morgan Stanley in the Appellate Division, First Department, of New York Supreme Court in San Diego Gas & Electric Co. v. Morgan Stanley Senior Funding, Inc. 
  • Counsel to Bank of America Merrill Lynch, Citigroup, J.P. Morgan and 30 other banks in securities litigation arising out of the IPO of HCA Holdings, Inc.; all claims against underwriters settled favorably, with no monetary contribution by Davis Polk’s clients, while summary judgment motion was pending
  • Representation of Morgan Stanley in multiple litigations nationwide, including in state and federal courts in California, Illinois, Massachusetts, and Washington, relating to residential mortgage-backed securities 
  • Representation of Toll Brothers in federal securities action and related derivative litigation in the Eastern District of Pennsylvania and in Delaware Chancery Court 
  • Counsel to other corporate issuers, including CVS Caremark, Hitachi, Compaq, and American Italian Pasta Company, in class-action securities and derivative litigation in federal and state courts around the country, including New Hampshire, Rhode Island, New Jersey, Missouri, Delaware, and Texas 
  • Confidential arbitration before AAA panel of contractual dispute between two multinational pharmaceutical companies 
  • Counsel to underwriters in other federal securities litigations, including in connection the IPOs of Coty Inc. and Enzymotec 
  • Successful representation of Securities Industry and Financial Markets Association (SIFMA), as amicus curiae in SEC v. Citigroup Global Markets Inc., in which the Second Circuit overturned the district court’s rejection of “neither admit nor deny” consent settlement 
  • Representation of Bank of America as trial counsel in the Southern District of New York in litigation related to the failure of Adelphia Communications 
  • Denial of class certification in favor of Pfizer in multidistrict litigation proceeding in the District of Massachusetts in which plaintiffs sought $4.6 billion in alleged damages for payments relating to the off-label use of the prescription drug Neurontin 
  • Representation of Morgan Stanley in putative class-action antitrust litigation in the Southern District of New York relating to IPO underwriter fees 
  • Representation through trial in the District of Massachusetts of Ernst & Young in professional liability litigation in connection with the failure of the Bank of New England 
  • Successful representation before the U.S. Supreme Court of Intel, Lockheed Martin, Wal-Mart, and the Committee for Economic Development, as amicus curiae, in Caperton v. Massey, in which the Court held that outsized judicial campaign contributions can create an appearance of impropriety so great as to violate the due process clause
Internal and Government Investigations
  • Numerous representations of funds, investment banks, individuals, and other corporate issuers in various enforcement investigations by the SEC, CFTC, FINRA, New York Attorney General’s Office and DOJ 
  • Representation of Gillette in litigation and investigations, including by the Securities Division of the Massachusetts Secretary of the Commonwealth, related to Procter & Gamble’s acquisition of Gillette 
  • Representation of leading private equity firm in SEC “pay to play” investigation 
  • Lead counsel in confidential internal investigation into a rogue trading incident at a multinational brokerage firm 
  • Representation of a financial services client before the SEC and the IRS in an investigation of the municipal derivatives industry

Recognition

Mr. Polubinski has been recognized for his work by several industry publications:

  • Chambers USA – Securities Litigation
  • Benchmark Litigation – “Star”: New York
  • Legal 500 U.S. – Securities Litigation and Financial Services Litigation

 

Of Note

Mr. Polubinski was a varsity letter winner on both the heavyweight and lightweight varsity rowing teams at Princeton University, where his boats won medals at the Eastern Sprints, the Head of the Charles and the IRA National Championship Regattas between 1989 and 1992.

Memberships
  • Member, Federal Bar Council
  • Member, American Bar Association 
  • Member, Securities Litigation Committee, New York City Bar
  • Member, Panel of Attorneys, Committee on Grievances of the Board of Judges of the U.S. District Court for the Eastern District of New York

Professional History

  • Partner, 2007-present
  • Associate, 2000-2007
  • Law Clerk, Hon. Carol Bagley Amon, U.S. District Court, E.D. New York, 1999-2000
  • Law Clerk, Hon. Chester J. Straub, U.S. Court of Appeals, Second Circuit, 1998-1999

Bar Admissions

  • State of New York
  • Commonwealth of Massachusetts
  • U.S. Supreme Court
  • U.S. Court of Appeals, D.C. Circuit
  • U.S. Court of Appeals, First Circuit
  • U.S. Court of Appeals, Second Circuit
  • U.S. Court of Appeals, Third Circuit
  • U.S. Court of Appeals, Sixth Circuit
  • U.S. Court of Appeals, Ninth Circuit
  • U.S. Court of Appeals, Tenth Circuit
  • U.S. Court of Appeals, Eleventh Circuit
  • U.S. District Court, Colorado
  • U.S. District Court, Massachusetts
  • U.S. District Court, E.D. New York
  • U.S. District Court, S.D. New York

Education

  • A.B., Princeton University, 1992
  • J.D., University of Virginia School of Law, 1998
    • Order of the Coif
    • Roger and Madeleine Traynor Award
    • Alumni Association Best Note Award
    • Articles Editor, Virginia Law Review