James P. Rouhandeh
  1. Partner

Mr. Rouhandeh is head of Davis Polk’s Litigation Department and a member of the firm’s three-person Management Committee. He was named “Litigator of the Year” by The American Lawyer in 2018 and is recognized as a nationwide leader by Chambers USA, with clients describing him as a “brilliant lawyer,” “the ultimate on securities work,” and a “great strategist, who is results-focused and understands where the case is going so he can shape it.” He is also acknowledged as a “Leading Lawyer” by Legal 500 U.S. and has been described as “the lynchpin of the firm’s litigation practice” and “absolutely superb.” In 2011, 2014 and 2016, he received Law360’s “Securities MVP of the Year” award.

Mr. Rouhandeh represents clients in a variety of complex civil, criminal and regulatory matters, including class action securities litigation and shareholder derivative actions, as well as grand jury, SEC and internal investigations. Major financial institutions, Fortune 100 companies and peer law firms often turn to him for their most important matters, which frequently involve parallel civil, criminal and regulatory proceedings.

He recently obtained a landmark ruling in a multibillion-dollar securities class action and a key appellate ruling that established a new precedent in the securities industry, furthering his reputation as a counsel of choice for the most well-known “bet the company” litigations and investigations.

Mr. Rouhandeh is also a leader in the firm’s appellate practice, has extensive experience in appellate advocacy and has recently won numerous major appeals, including in the Second, Fourth and Fifth Circuit Courts of Appeals, and the New York Court of Appeals.

Work Highlights

Recent Civil Litigation
  • Dismissal of all claims against BT Group plc in a putative securities class action relating to accounting improprieties at BT’s Italian subsidiary
  • Argued for and obtained Fourth Circuit affirmance of the dismissal of a federal consumer class action filed against General Dynamics Information Technology
  • Argued for and obtained dismissal with prejudice of actions filed by Royal Park Investments seeking to recover alleged losses of $1.92 billion
  • Argued for and obtained Second Circuit affirmance of dismissal action alleging claims under Exchange Act Section 16(b) against the lead underwriters of the Facebook IPO
  • Argued for and obtained landmark ruling from the Fifth Circuit holding law firm client immune from a multibillion-dollar class action brought by thousands of R. Allen Stanford investors, ending seven years of litigation in federal district court, the Fifth Circuit, and the U.S. Supreme Court
  • Obtained  Second Circuit affirmance of dismissal of an action related to an SIV that defaulted on its notes amid the subprime crisis
  • Obtained unanimous affirmance of dismissal of RMBS action seeking to recover alleged losses of $335 million
  • Obtained unanimous affirmance of dismissal of RMBS action exceeding $500 million in New York appellate division
  • Obtained a precedent-setting decision from the New York Court of Appeals on an issue of state law that the Second Circuit deemed unresolved
  • Dismissal of $507 million RMBS action brought by investment vehicle Sealink Funding Ltd. against Morgan Stanley
  • Dismissal of complaint alleging claims under Exchange Act Section 16(b) against the lead underwriters of the Facebook IPO
  • Dismissal with prejudice of all claims brought by a French bank against Morgan Stanley in connection with the purchase of RMBS
  • Dismissal with prejudice of qui tam action on behalf of Illinois and Chicago seeking recovery from investment banks based on their alleged financing of predatory lending by subprime mortgage companies
  • Dismissal of all claims against Morgan Stanley in New York Supreme Court relating to the Alpha Mezz CDO
  • Defeated severance motion by plaintiffs seeking to assert Section 20A claims in the consolidated class action against the lead underwriters of the Facebook IPO
  • Dismissal with prejudice of all claims relating to seven of eight RMBS certificates brought by a group of mutual funds against Morgan Stanley
  • Defending a major New York law firm against Texas Securities Act and common-law claims brought in the Northern District of Texas on behalf of a putative class of purchasers of certificates of deposit, who claim that they were defrauded through a Ponzi scheme allegedly run by Robert Allen Stanford and his group of companies
  • Lead counsel to the underwriters in connection with more than thirty putative class actions relating to the Facebook IPO
  • Dismissal with prejudice of class action securities litigation relating to the Libertas CDO
  • Dismissal of all claims in class action securities litigation relating to mortgage pass-through certificates on standing and statute of limitations grounds
  • Representation of senior management of major pharmaceutical company in shareholder derivative action following resolution of federal grand jury investigation
  • Denial of class certification in favor of Morgan Stanley in case in which plaintiffs sought certification of claims of investors in a structured investment vehicle backed by CDOs and RMBS
  • Representation of special committee of the board of major mutual fund in connection with shareholder demand
  • Landmark denial of class certification in favor of Pfizer in MDL in which plaintiffs sought $4.6 billion in alleged damages for payments relating to the off-label use of the prescription drug Neurontin
  • Unanimous reversal by the U.S. Supreme Court in case representing amicus curiae seeking to overturn the application of 21 U.S.C. 843(b) to certain purchasers of controlled substances
  • Summary judgment awarding actual and consequential damages in favor of Deutsche Bank in a breach of contract action relating to convertible bonds
  • Decertification of a class action brought against Pfizer in Pennsylvania
  • Dismissal of RICO and antitrust claims against Smith & Nephew brought in federal court in New Jersey
  • Dismissal of all claims against J.P. Morgan, Morgan Stanley and Citigroup in the AOL Time Warner MDL securities litigation relating to restatement of earnings following $10 billion bond offering
  • Summary judgment on ’34 Act claims and dismissal of ’33 Act claims brought against TD Securities in federal securities fraud class action brought in federal court in South Carolina following restatement and bankruptcy of Safety Kleen Corp. and indictment of Safety Kleen’s top officers
  • Dismissal of all claims against J.P. Morgan and Citigroup in California state court securities fraud action relating to AOL Time Warner
  • Summary judgment for J.P. Morgan in federal securities class action in federal court in Michigan relating to Perrigo Company, whose stock dropped 40% in a single day shortly after the then-largest IPO in Nasdaq history
  • Dismissal of consumer fraud class action against Pfizer in New York state court
  • Dismissal of all class claims in consumer fraud action against Pfizer in New Mexico state court
  • Summary judgment for Pfizer in a consumer fraud action brought in federal court in North Carolina and West Virginia
Government Investigations

Mr. Rouhandeh’s recent representations include:

  • Morgan Stanley in a DOJ investigation into alleged violations of FIRREA relating to its issuance of subprime RMBS
  • A major financial institution in connection with investigations by the DOJ and states into its RMBS business 
  • A broker-dealer in an internal investigation relating to potential insider trading
  • A major pharmaceutical company in a federal grand jury investigation and related matters that resulted in a resolution with the federal government and all 50 states
  • A national law firm in connection with a federal investigation relating to tax opinions
  • The foreign parent of a pharmaceutical company in a federal grand jury investigation
  • A former Worldcom executive in connection with a federal investigation of alleged accounting fraud
  • An individual in a criminal antitrust trial
  • Over 30 partners of a major professional service firm in an SEC investigation
  • A tobacco company in DOJ’s investigation of the industry
  • An investment bank in an SEC investigation relating to the municipal bond business
  • A former executive of a major pharmaceutical company in a criminal investigation in Japan


Mr. Rouhandeh is consistently recognized for his work in the legal industry, including:

  • Chambers USA – Securities Litigation
  • The Legal 500 U.S. – Securities Litigation and Financial Services Litigation; Leading Lawyer - Hall of Fame
  • Benchmark Litigation – “Star”: National and New York 
  • The American Lawyer:
  • The National Law Journal – “Litigation Trailblazer,” 2016
  • Law360 – “Securities Litigation MVP of the Year,” 2011, 2014 and 2016
  • Best Lawyers in America – Bet-the-Company Litigation and Commercial Litigation
  • Financial Times – “Innovative Lawyers,” multiple matters featured in 2010 and 2011

Professional History

  • Partner, 1996-present
  • Associate, 1988-1996

Bar Admissions

  • State of New York
  • U.S. Supreme Court
  • U.S. Court of Appeals, D.C. Circuit
  • U.S. Court of Appeals, Second Circuit
  • U.S. Court of Appeals, Fourth Circuit
  • U.S. Court of Appeals, Fifth Circuit
  • U.S. Court of Appeals, Sixth Circuit
  • U.S. Court of Appeals, Seventh Circuit
  • U.S. District Court, Colorado
  • U.S. District Court, W.D. Michigan
  • U.S. District Court, E.D. New York
  • U.S. District Court, S.D. New York


  • B.A., Southern Illinois University, 1984
  • J.D., Harvard Law School, 1987
    • Editor, Harvard Law Review