Shasha Y. Zou

Senior Associate

New York


Read full biography at www.orrick.com
Shasha Y. Zou is a litigation managing associate in the New York office. Her practice focuses on complex commercial litigation, including in matters involving intellectual property, commercial contracts, and securities.

Shasha's engagements include representing a major biotechnology company in an ICC arbitration proceeding and related proceedings in federal district court in connection with allegations of patent infringement. She also has recently represented a major software company in a jury trial over copyright infringement of source code and defended a satellite service provider in a bench trial against billion-dollar claims brought by the Department of Justice and four state Attorneys Generals related to its telemarketing practices.

Shasha takes an active role in Orrick's pro bono program. She has worked on asylum applications and also obtained a successful settlement on behalf of a client in the Southern District of New York in a copyright matter after the court granted summary judgment on the issue of copyright ownership.


Posts by: Shasha Zou

National Credit Union Administration Board Accepts UBS Securities LLC Offer of Judgment

On February 25, the National Credit Union Administration Board (“NCUA”) accepted an offer of judgment tendered by UBS Securities LLC (“UBS”) in the amount of $33,014,285 plus prejudgment interest, which will be calculated by the court. NCUA and UBS will attempt to agree on costs and fees also to be paid by UBS.  Acting as the liquidating agent for Southwest Corporate Federal Credit Union and Members United Corporate Federal Credit Union, NCUA’s complaint alleged that UBS made material misstatements in connection with the sale of 20 RMBS certificates, alleging more than $918 million in actual gross losses.  UBS specified in the offer of judgment that its offer should not be construed as an admission of liability. Offer of Judgment. Complaint.

GE Mortgage Holding, LLC Motion for Summary Judgment Denied

On July 30, 2015, District Judge Denise Cote of the Southern District of New York denied GE Mortgage Holding LLC’s (“GEMH”) motion for summary judgment in a repurchase action brought by the RMBS Trustee for the GE-WMC 2006-1 Trust.  GEMH moved for summary judgment arguing that unambiguous language in the Pooling and Service Agreement barred the Trustee from pressing loan repurchase claims against GEMH, claiming that it provided only for such claims against the originator, an affiliate of GEMH’s.  Judge Cote denied summary judgment finding that reasonable people could disagree with GEMH’s read of the agreement, pointing to other relevant contract provisions and the title of the section at issue as potentially supporting an alternate interpretation.  Opinion and Order.

Banks’ Motion to Dismiss Commerzbank RMBS Fraud Claims Granted

On June 18, 2015, Justice Marcy Friedman of the New York Supreme Court dismissed RMBS fraud claims brought by Commerzbank AG London Branch (“Commerzbank”) against UBS, Nomura Holdings Inc., Barclays Bank PLC, Citigroup and other banks on the grounds that the fraud claims at issue were barred by the statute of limitations.  Ruling for the defendants, Justice Friedman held that New York’s six-year statute of limitations started running on the final purchase date, and not when the certificates started sustaining losses.  She also found, in the alternative, that New York’s two-year discovery period for fraud claims was triggered when all the certificates at issue were downgraded.  Commerzbank had alleged that the defendant banks had intentionally included toxic loans in securitizations.

MassMutual Motion for Partial Summary Judgment Denied As to 9 of 10 Securitizations

On June 22, 2015, United States District Judge Mark G. Mastroianni of the District of Massachusetts largely denied Massachusetts Mutual Life Insurance Company’s (“MassMutual”) motion for partial summary judgment seeking to preclude Deutsche Bank Securities Inc. (“DBSI”) from asserting a due diligence defense with respect to nine of ten RMBS at issue, rejecting the argument that the due diligence performed was facially inadequate.  Judge Mastroianni granted the motion as to the tenth securitization, based on his finding that there was no evidence that acquisition diligence was conducted on over 80% of the underlying loan pools.

JP Morgan and Others Voluntarily Dismissed from FHLB Boston’s RMBS Suit

On May 8, 2015, the Federal Home Loan Bank of Boston filed a stipulation of voluntary dismissal with prejudice of claims it levied against JP Morgan Chase & Co., the Bear Stearns Companies Inc., EMC Mortgage Corporation and other entities.  FHLB Boston had filed suits seeking rescission and other damages under Massachusetts law, alleging that the defendant banks made material misstatements and omissions about the riskiness of the mortgage pools underlying the securities.  There was no mention in the stipulation of whether a settlement had been reached.  Stipulation.

Nomura Found Liable in RMBS Trial

On May 11, 2015, Judge Denise Cote of the United States District Court for the Southern District of New York found Nomura Holdings Inc. liable for inaccurately characterizing the mortgage loan collateral backing seven RMBS certificates it sold to Fannie Mae and Freddie Mac between 2005 and 2007.  The suit against Nomura is the last that remains of sixteen lawsuits originally filed against by FHFA against RMBS issuers and sellers alleging violations of Sections 12(a)(2) and 15 of the 1933 Securities Act and state securities laws.  Judge Cote’s decision followed a nearly 4-week bench trial that concluded on April 9, 2015.

In a 361-page decision, Judge Cote found, among other things, that 45% to 59% of the sample loans were materially defective insofar as they deviated from relevant underwriting guidelines, and that 27% of the sample loans were subject to inflated appraisals.  Judge Cote treated this as strong circumstantial evidence that the appraisers did not believe in the credibility of their appraisals at the time that they were made.  Additionally, Judge Cote found that inadequacies in credit ratings of the offered certificates were due to inaccurate loan tapes Nomura provided to the rating agencies.  Finally, Judge Cote found that Nomura’s due diligence practices were insufficient, and rejected Nomura’s argument that market conditions, and not the misrepresentations, caused the losses alleged.  Judge Cote did not specify the amount of damages and asked the parties to submit a proposed judgment by May 15, 2015.  Opinion and Order.

Morgan Stanley Mortgage Capital Holdings LLC Motion to Dismiss RMBS Claims Granted in Part

On April 3, 2015, Judge Laura Swain of the U.S. District Court for the Southern District of New York granted in part and denied in part Morgan Stanley Mortgage Capital Holdings LLC’s (“MSMC”) motion to dismiss breach of contract and breach of the covenant of good faith and fair dealing claims brought by Deutsche Bank National Trust Company (“Deutsche Bank”), in its capacity as Trustee for the Morgan Stanley Structured Trust I 2007-1.  Deutsche Bank alleged that MSMC, as the sponsor of the RMBS securitization, breached the representations and warranties in the Mortgage Loan Purchase Agreement, and was therefore obligated to cure or repurchase breaching loans.  Judge Swain granted MSMC’s motion to dismiss Deutsche Bank’s claims that MSMC breached an implied covenant of good faith and fair dealing, holding that this was based on the same facts as, and therefore impermissibly duplicative of, the breach of contract claim.  However, Judge Swain denied MSMC’s arguments that the breach of contract claims should be dismissed.  Judge Swain found that Deutsche Bank had provided adequate notice of breaches beyond the 1,620 loans specifically addressed in Deutsche Bank’s breach notice letter because the letter gave MSMC notice of pervasive breaches.  She also declined to dismiss Deutsche Bank’s claims for compensatory, rescissory, and consequential damages at the pleadings phase.  Order.

Ambac Sues Countrywide For Alleged Fraud in Connection with $1.7 Billion in RMBS

On December 27, Ambac Assurance Corporation filed a complaint against several Countrywide entities and Bank of America Corporation in New York state court, seeking to recover at least $600 million in damages in connection with claims payments Ambac allegedly made under insurance policies it issued on eight RMBS trusts. Ambac alleges that between 2005 and 2007, Countrywide made false and misleading statements at meetings with Ambac and in prospectus supplements and loan tapes issued in connection with the trusts that induced Ambac to issue its insurance policies. Ambac asserts a cause of action for fraudulent inducement against the Countrywide entities and a cause of action for successor liability against Bank of America.  Complaint.