James E. Thompson, a senior associate in the San Francisco office, is a member of the Securities Litigation and Regulatory Enforcement Group. His practice focuses on defending companies and individuals in securities class actions, shareholder derivative suits, and SEC investigations and enforcement actions.
Mr. Thompson has extensive experience litigating securities class actions, derivative suits (including M&A related litigation), and other complex commercial disputes in both state and federal courts across the country. He also has represented companies and board committees in numerous internal investigations and regularly advises companies on corporate governance, fiduciary duty and disclosure issues.
Mr. Thompson’s clients include NVIDIA Corporation, Oracle Corporation, Fisker Automotive, VantagePoint Venture Partners, Aruba Networks, and David Sambol.
Significant recent engagements include the following:
In re NVIDIA Securities Litigation. Obtained dismissal with prejudice of securities fraud class action brought against NVIDIA and certain of its officers.
Countrywide Mortgage-Backed Securities Litigation. Representing former President and COO of Countrywide Financial Corp. in connection with state and federal litigation in numerous jurisdictions.
In re Intermix Securities Litigation. Obtained dismissal of federal and state actions stemming from NewsCorp.'s acquisition of Myspace on behalf of VantagePoint Venture Partners.
Oracle/Retek Merger Litigation. Obtained summary judgment on behalf of Retek Inc. in shareholder merger litigation arising from its acquisition by Oracle.
Represented Board of Directors of health care company in investigation of potential insider trading issues.
Represented Audit Committee of a technology company in investigation of revenue recognition issues in China.
Mr. Thompson has also dedicated significant time to pro bono representations. Recently, he successfully tried a case before Judge Alsup in the Northern District of California on behalf of an inmate, demonstrating that the inmate had not received adequate due process.
Mr. Thompson is a regular contributor to Orrick, Herrington & Sutcliffe's Weekly Auditor Liability Bulletin, Securities Litigation & Regulatory Enforcement Blog and the Securities Reform Act Litigation Reporter.
On April 16, 2013, Judge Victor Marrero conditionally approved a $600 million consent judgment between the SEC and CR Intrinsic Investors LLC (“CR”) where CR “neither admitted nor denied” the allegations brought against it. The settlement was on the heels of a highly publicized investigation and lawsuit regarding CR’s purported insider trading scheme involving S.A.C. Capital Advisors and former S.A.C. trader Mathew Martoma. Despite finding the proposed injunctive and monetary relief “fair, adequate, and reasonable, and in the public interest,” Judge Marrero questioned the appropriateness of the “neither admit nor deny” provisions because of the extraordinary public and private harm caused by CR’s alleged wrongful conduct.
Approval of the CR settlement was conditioned upon the outcome of the pending Second Circuit appeal in S.E.C. v. Citigroup Global Markets, Inc., 11-cv-5227 (2d Cir.). In Citigroup, Judge Rakoff (of the Southern District of New York) denied approval of the SEC’s proposed settlement of fraud charges against Citigroup. Rakoff’s opinion harshly critiqued the agency’s use of “no admission” settlements as imposing “substantial relief on the basis of mere allegations.” He questioned whether “no admission” settlements could be properly judged when the Court did not know the relevant facts and therefore “lack[ed] a framework for determining adequacy.” Both Citigroup and the SEC appealed Rakoff’s decision to the Second Circuit, where the decision remains pending. Read More
NERA Economic Consulting Group’s June 27, 2012 report shows a 20% increase in SEC settlements with individual defendants for the first half of fiscal 2012. This spike is consistent with the SEC’s stated intent to hold more individuals accountable for violations of federal securities laws.
On May 4, 2012, the Southern District of New York denied in part, and granted in part UBS’s motion to dismiss the Federal Housing Finance Agency’s (“FHFA”) federal securities and state law misrepresentation claims stemming from pre-2008 securitizations. This opinion is noteworthy because of its analysis regarding the Housing and Economic Recovery Act of 2008’s impact on the relevant statute of limitations.
In July 2011, FHFA, as Fannie Mae’s (“Fannie”) and Freddie Mac’s (“Freddie) federal conservator, sued UBS regarding $6.4 billion in residential mortgage-backed securities purchased by the two government sponsored entities between September of 2005 and August 2007. FHFA alleged that UBS violated, inter alia, Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (“33 Act”) by preparing and distributing offering documents which contained material misrepresentations regarding the securities underlying mortgage loans. Read More
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