In Brief

Since our founding in 1968, Kramer Levin Naftalis & Frankel LLP has focused on the litigation and trial of complex commercial cases, particularly high-profile securities actions and corporate disputes. Our White Collar Criminal Defense and SEC Regulatory practices are among the most prominent in the nation. The Litigation Department is chaired by Gary P. Naftalis, one of the country's leading trial lawyers, and numbers over 75 lawyers. Our members include lawyers who have served as senior federal and state prosecutors, public defenders, counsel for Congressional committees, fellows of the American College of Trial Lawyers, teachers at major law schools, and more than 35 lawyers who have worked as law clerks to federal or state appellate and district court judges. We try cases. And our skill at preparing cases efficiently and expeditiously, with a view to trial, helps our clients achieve favorable settlements in the cases that we litigate.

Principal Areas of Focus

We work actively in every area of securities litigation. We regularly defend issuers and their officers and directors in class action securities and derivative litigation; issuers and underwriters against charges of misstatements in public offerings; public auditing firms accused of securities law violations and accounting malpractice; lawyers and other professionals charged with securities and RICO violations; corporations, their officers and directors, and investment banking firms in litigation arising out of corporate control and affiliated transactions; broker-dealers, mutual funds and investment advisors accused of trading and regulatory improprieties in civil actions and in SEC, CFTC, NYSE, AMEX and NASD proceedings; securities firms and professionals in customer disputes and employment arbitrations; and statutory insiders in short-swing profit cases. We frequently handle matters involving parallel civil class actions and criminal, SEC or other regulatory proceedings and have guided a number of issuers, major investment banking firms and public auditing firms through sensitive government investigations, while at the same time successfully resolving related civil litigation. Well before the SEC's recent focus, we actively defended companies and their officers, directors and outside professionals charged by shareholders or regulators with improper "earnings management" or other accounting frauds and are involved in many of the SEC's current investigations concerning alleged accounting irregularities. We are also involved in representing various issuers, special committees, and corporate officers in investigations and litigation arising out of option grant and dating practices. In addition, we also frequently conduct independent internal investigations of business conduct and represent audit and other special committees investigating corporate wrongdoing.

Representative Clients/Cases

Recent securities representations reflect the diversity of our cases and clients:

• We successfully defended the Chief Executive Officer of The Walt Disney Company in shareholder derivative litigation relating to the hiring and termination of Michael Ovitz.
• We represent the former chairman of the Compensation Committee of the Board of the New York Stock Exchange in litigation brought by the New York State Attorney General relating to compensation paid to former stock exchange chairman Richard Grasso.
• We are or have represented senior officers and directors of issuers and outside professionals involved in proceedings commenced in the wake of alleged accounting or other irregularities involving, among others, Enron, WorldCom, Global Crossing, Tyco, Rite Aid, Cendant, Bristol-Myers Squibb, ImClone, Oxford Health Plans, Micro Warehouse and Physician Computer Network.
• We represent Canary Capital Partners in the various investigations and litigation relating to the mutual fund industry.
• We recently conducted special investigations or represented independent committees on behalf of Cardinal Health, AIG and WebMD.
• We represent Daiwa Securities America Inc. in shareholder actions arising out of its underwriting of a Chinese telecommunications company whose insiders allegedly misrepresented the company's business.
• We represent Nomura Canada in a series of class actions and other litigation relating to a stock loan trading fraud involving MJK Securities.
• We are defending officers and directors of investment funds, plan administrators and others around the country in a series of alleged stock manipulation death spiral financing securities fraud cases.
• We have long had experience representing law firms, accountants and other professionals in securities and RICO lawsuits. For example, we represented a prominent Washington, D.C. law firm in the Bennett Funding case, and a major New York Law firm in the Towers Financial matter. In both instances, we succeeded in obtaining judgment dismissing all claims against the law firms.
• We successfully defended Vishay Intertechnology in a suit brought to enjoin a tender offer for the public shares of its 80%-owned subsidiary, Siliconix, and represent Vishay in a derivative action challenging transactions between Vishay and Siliconix.
• We represent numerous other issuers, directors and officers of issuers and underwriters in class actions and related securities actions, including, for example, United Rentals, Inc. in litigation charging accounting misconduct; GT Interactive Software, now known as Infogrames, and its directors in claims brought following a change in its accounting practices, a major pharmaceutical company and its directors in claims filed after the FDA's seizure of products at one of its principal manufacturing facilities; a major direct marketing company and its Chairman and CEO in securities class actions alleging misrepresentations concerning the company's mass marketing methods and missed projections; the former officers of a specialty finance company selling mortgage-backed securities in securities fraud suits alleging misrepresentations in connection with the company's underwriting practices; the former directors of GST Telecommunications, including its former Chairman, in class actions alleging misrepresentations in connection with the company's investment in a foreign telecommunications entity.
• We represent the chief trader of an international metals dealer in CFTC proceedings alleging manipulation of the worldwide copper markets involving Sumitomo Corporation.
• We represented Bear, Stearns & Co. Inc. in the NASDAQ Market-Maker Antitrust and Securities litigations.
• We have represented Bear Stearns, CIBC World Markets, Lehman Bros., Salomon Smith Barney and other financial institutions in NASD and NYSE arbitrations involving customer and clearing disputes arising out of derivatives, futures, options and other synthetic products.
• We obtained a significant ruling from the Second Circuit Court of Appeals, establishing that there is no civil conspiracy liability under Rule 10b-5, while successfully defending a law firm charged with securities fraud.
• We defended an officer from a well-known investment bank in the SEC's Orange County investigation and convinced the SEC not to bring any charges.
• We persuaded the government not to charge an investment banker at another major firm in connection with the federal criminal and regulatory investigations of "yield burning" in the municipal bond industry.
• We defended the board of Hills Stores in class actions alleging securities violations following a hard-fought proxy contest for control of the company.
• We represented a prominent financial newsletter editor and fund advisor in SEC proceedings relating to false advertising charges.
• We successfully defended Salomon Brothers in the federal criminal and SEC investigations of its U.S. Treasury auction bidding practices and Kidder Peabody in the Wall Street insider trading scandals. In both cases, we persuaded the United States government not to bring charges.
• We represented MAXXAM Group Inc. and its directors in lawsuits related to its acquisitions of Kaiser Aluminum and The Pacific Lumber Company.
• We defended Kidder Peabody in class claims filed by public shareholders and an action brought by Maxus Energy Corp., asserting that insider trading by Ivan Boesky drove up its acquisition price of Natomas.