Securities Litigation and Regulatory Enforcement Practice Team

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BakerHostetlers Securities Litigation and Regulatory Enforcement Practice Team features over 40 prominent attorneys with a wealth of knowledge and legal experience in the fields of: Securities Litigation SEC, CFTC and FINRA Investigations and Enforcement Proceedings and Examinerships Regulatory and Compliance Legal Services for Regulated Entities Internal Investigations Our Securities Litigation and Regulatory Enforcement team has unparalleled experience in securities litigation, including class action and derivative litigation, and initial public offering and merger and acquisition litigation. Our lawyers regularly achieve favorable resolutions for clients on regulatory matters, and civil and criminal litigation involving allegations of fraud, insider trading, unauthorized and unsuitable trading, registration violations, misappropriation, breaches of fiduciary duty, stock options backdating, and accounting irregularities. We are also very aware of the enforcement of securities laws and regulations and offer insight to clients on SEC, CFTC, NYSE and FINRA investigations and enforcement. We routinely represent investment banks, broker-dealers, hedge funds, insurance companies, alternative trading systems, and securities exchanges as well as senior personnel at these organizations. We have deep, multifaceted experience in Sarbanes-Oxley (our colleague and team member, Michael G. Oxley, was co-sponsor of the Act), Dodd-Frank, the JOBS Act and FACTA. BakerHostetler attorneys are keenly aware of our clients needs and excel at regulatory and compliance legal services and best practices, as well as internal investigations. Our attorneys have played leadership roles in the development of domestic and European compliance, legal, and risk management programs, having worked closely with diverse clients, from preeminent global financial services firms to start-up ventures. Our team leads internal investigations and advises clients regarding SOX 404 internal controls, insider trading and Regulation FD, FCPA, mutual fund market timing/late trading, hedge fund securities marks and portfolio valuations. We have represented or advised clients before domestic and foreign financial services regulators, including the UK FSA, the Hong Kong SFA, Spanish CNMV, and the Japanese FSA. BakerHostetler attorneys successfully resolved dozens of securities class and derivative actions throughout the United States. Team members have represented clients in prominent securities cases across the globe, including high-profile litigations such as, WorldCom, Refco, Lord Conrad Black (Hollinger), and ImClone/Martha Stewart.

Representative Clients:

BCP Securities Conrad Black Capital Corporation Credit Agricole Denbury Resources

Lacerte Capital M&T Bank Matrix Financial Solutions Mitsubishi UFJ Securities

FINRA

Omega Advisors

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I. Securities Litigation

BakerHostetler attorneys represent large and small issuers (both public and private), partnerships, closely held corporations, and directors and officers in civil securities litigation in federal, bankruptcy, and state courts across the country. In a time of ever-changing regulations and ongoing scrutiny from the public and private sectors, BakerHostetler attorneys excel at securities class action litigation and derivative suits representation. We have a team of world class attorneys experienced at navigating the most complex cases to successful conclusion. We have a breadth of experience for clients in: Civil litigation: We represent public and private issuers and their directors and officers in civil class

actions and private party suits alleging violation of securities laws. Our attorneys have defended clients against allegations of inaccurate projections, options back-dating, revenue restatements, and market manipulation.

Derivative litigation: We often represent the directors and officers of companies in derivative and other securities litigation against claims of mismanagement, breach of fiduciary duty, and fraud. We also regularly represent directors and officers faced with claims of secondary liability for the primary securities violations of others.

Initial Public Offering and Mergers & Acquisition litigation: We represent directors and officers in litigation arising out of corporate transactions for breach of fiduciary duty, mismanagement, and claims relating to merger consideration.

Ponzi Schemes: BakerHostelter as court-appointed counsel to the Securities Investor Protection Act (SIPA) Trustee, Irving H. Picard, for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS) has been unraveling and deconstructing one of the largest and most complex financial frauds in U.S. history. To date, BakerHostetlers efforts have led to a recovery of more than $9.3 billion, which is 53 percent of the total money lost to defrauded victims. The global BLMIS recovery effort has positioned BakerHostetler as a leader on complex issues related to hedge funds, synthetic investment vehicles and intricate financial structures.

Whatever the nuances of the particular case, we work strategically with our clients to tailor the representation to their needs and solve problems efficiently and effectively. We provide integrated representation from motion practice, discovery, trial, and appeal. We devise and execute winning strategies to fit the facts and circumstances of each case, and work with our clients goals and business objectives. We work aggressively to narrow plaintiffs allegations, limit costly discovery, and customize our representation to the precise needs of the case. Our ultimate goal is always to resolve our clients disputes as quickly, economically, and favorably as possible. Representative Securities Litigations:

Represent an investment bank whose partner was accused of providing fraudulent marks in a civil securities class action alleging securities fraud in connection with the valuation of a UK hedge fund. Marylebone PCC Ltd Rose 2 Fund v. Millennium Global Inv., Ltd. (S.D.N.Y. 2012).

Represent Denbury Resources in class action securities litigation arising out of Denburys merger with Encore Acquisition Corp. alleging violations of federal securities laws. Allegations include violations of Section 11 of the Securities Act of 1933 and Section 14 of the Securities Exchange Act of 1934 arising out of the acquisition by Denbury of the assets of Encore Acquisition Company in a $4.5 billion transaction. Denbury Resources Inc. (E.D.N.Y. 2011).

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Represent the Trustee for the Agreements, M&T Bank, in a civil case alleging fraud and breach of fiduciary duty involving pooling and servicing agreements of CDO tranches. The case related to civil securities fraud and breach of fiduciary claims involving several pooling and servicing agreements for various tranches of CDOs. Ellington Credit Fund v. Select Portfolio Servicing (S.D.N.Y. 2008).

Represented Chesapeake Utilities Corporation in an action filed in state court in Palm Beach County, FL alleging breach of fiduciary duties and conspiracy to breach fiduciary duties in connection with an acquisition of the assets of Florida Public Utilities Company by Chesapeake for $300 million. Sherman v. Chesapeake Utilities Corp. (2010).

Our attorneys won the complete dismissal of a securities fraud class action alleging violations of Sections 10(b) and 20(a) of the Exchange Act. Medis Investor Group v. Medis Techs., Ltd., (S.D.N.Y. 2008), affd (2d Cir. 2009).

Represented two of the OSI directors and OSI itself in a claim against the directors of OSI Restaurant Partners, the parent company of the Outback Steakhouse chain. This claim was for breach of fiduciary duty in connection with an acquisition of the assets of OSI by Bain Capital Partners and Catterton Partners for consideration in excess of $3.4 billion. Charter Township of Clinton Police and Fire Retirement System v. OSI Restaurant Partners, Inc. (2009).

Represented Hughes Supply and its officers and directors in an action for breach of fiduciary duty in connection with a purchase of the assets of Hughes Supply for approximately $3.5 billion. Abrams v. Hughes Supply, Inc. (2007).

Our attorneys defended the current and former directors of publicly traded rubber and chemical products corporation in the consolidation of thirty-six securities, derivative, and ERISA cases. The case arose from multiple earnings restatements and missed quarterly projections. The court dismissed all claims against our clients with prejudice. (N.D. Ohio 2007).

Defended Freddie Mac officers in civil class action and related SEC investigation against allegations of accounting fraud. In re Federal Home Loan Mortgage Corp. Securities & Derivative Litigation (No II) (S.D.N.Y. 2006).

Our attorneys defended the CFO of a NYSE traded waste management corporation in a series of multibillion-dollar federal securities actions alleging common-law fraud, consumer fraud, breach of fiduciary duty, and negligent misrepresentation arising out of a $4 billion earnings restatement. The securities claims against our client were dismissed and we settled the remaining claims favorably. (N.D. Ill. 2005).

Our attorneys defended the CFO of the domestic subsidiary of multinational corporation in consolidated federal securities class actions based on earnings restatement, accounting irregularities, and allegations of fraud. We successfully achieved dismissal of all claims against the CFO. (S.D.N.Y. 2005).

Defended officers and directors in class action cases alleging violations of Section 10(b) and Rule 10b-5 promulgated thereunder and accounting and revenue recognition violations. Symb