With experienced and highly regarded litigators well versed in the nuances of securities and corporate governance litigation, an established Chancery Court practice, and a keen understanding of the high stakes at play, Ballard Spahr is equipped to lead complex securities and corporate governance litigation of any size.

We advise companies and their officers and directors on every type of securities and corporate governance claim – from derivative actions and regulatory or internal investigations to special committee representations and significant shareholder class actions. We have the experience to identify and avoid potential obstacles in a case, a demonstrated ability to innovate, and a track record of success in the courtroom and through alternative dispute resolution.

Securities Litigation
We practice before federal and state courts and administrative bodies at the trial and appellate levels. Our attorneys have successfully defeated class certification, obtained dismissals, prevailed on summary judgment, and secured advantageous settlements or defense verdicts for leading clients in jurisdictions across the country.

We defend claims brought under the Securities Act of 1933 and the 1934 Securities Exchange Act as well as class and derivative actions alleging breach of fiduciary duty. Our lawyers advise on issues related to allegations of insider trading, false or misleading securities filings or statements, securities fraud, and ERISA-related litigation.

Our team includes former federal prosecutors and the former first assistant director of the Division of Corporation Finance at the SEC – government experience that adds valuable perspective when devising defense strategies and reaching resolution.

Delaware Chancery Court/Corporate Governance Litigation
Most states look to Delaware when applying corporate law principles. The state’s Court of Chancery is the nation’s leading forum for the resolution of business disputes, and most Fortune 500 companies have chosen to incorporate in Delaware. Ballard Spahr is one of the few national law firms with an established Chancery Court practice.

We handle challenges to mergers, acquisitions, and financing transactions, as well as takeover battles, proxy contests, matters relating to change of control, and other issues under Delaware’s corporate and business entity statutes. Our litigators have the experience to anticipate how Chancery Court judges will react and they understand the nuances of cases tried in The First State – insight that is critical for Delaware entities.

In addition, our attorneys have played a leading role in state court cases involving cutting-edge corporate governance issues, including the leading cases in Pennsylvania and Nevada. We litigated one of the first merger cases in Pennsylvania after the landmark Cuker v. Mikalauskas decision – and prevailed in less than two months.

Securities Enforcement
We also represent clients in regulatory proceedings and litigation involving the SEC, state attorneys general, and state securities regulators. If criminal charges are also in issue, we can call upon Ballard Spahr’s noted White Collar/Internal Investigations Group.

Our attorneys have in-depth knowledge of self-regulatory organizations such as the Financial Industry Regulatory Authority (FINRA) and the procedures under which such cases are tried before such bodies. We have successfully tried a number of FINRA cases and are readily able to guide clients through these often expedited and unfamiliar proceedings.

Corporate Governance

We have advised corporations, boards of directors, special committees, and venture capital and private equity firms in investigations of derivative claims. We handle appraisal litigation, including dissenters’ rights, breach of fiduciary duty cases, and we coordinate with Directors and Officers Liability Insurers. We also work with boards of directors and executive committees during internal investigations, coordinating the response to derivative demands and defending against derivative claims that occur alongside allegations of securities fraud.

Special Committee Representations

Our attorneys have advised special committees in a range of industries, assessing the scope and nature of shareholder demands, developing and implementing an investigation plan, analyzing the issues against applicable laws, and recommending actions that are entirely fair and serve the company's best interests.

Our experience ranges from helping special committees address challenges to fundamental corporate transactions—such as mergers and acquisitions—to allegations of misconduct, mismanagement, or conflict of interest. Our special committee team includes lawyers from the firm’s corporate and litigation departments. Clients benefit from the insight of experienced transactional counsel as well as from litigators who have defended board decisions in major shareholder disputes. The team includes former federal and state prosecutors as well as high-ranking lawyers at key regulatory agencies, including the SEC.

Our Clients
Our clients include issuers, corporate officers and directors, firm supervisors and compliance personnel, underwriters, accountants, attorneys, retail brokers, retail and institutional traders, and broker-dealers. They operate in a range of industries, including telecommunications, banking and finance, energy, pharmaceuticals, health care, biotech, real estate, and manufacturing.


David L. Axelrod
Practice Leader
Tel 215.864.8639