Douglas H. Flaum, a partner in the Litigation practice of Paul Hastings, serves as co-chair of the firm’s Securities Litigation practice. Mr. Flaum has litigated cases on behalf of domestic and foreign corporations, directors and special board committees in a diverse range of areas related to complex financial and business arrangements, including securities cases under the 1933 and 1934 Securities Law Acts, joint venture and partnership disputes, business tort and contract matters, antitrust disputes, issues of corporate governance and alleged breaches of fiduciary duties and contests for corporate control, and a variety of enforcement proceedings. Mr. Flaum also regularly advises corporations and their officers and directors on these issues in a non-litigation context.
In addition, Mr. Flaum has represented numerous foreign and domestic corporations in a wide range of commercial, antitrust and real estate related litigations.
Mr. Flaum has contributed to a leading treatise on takeover defense and published articles on directors' and officers' fiduciary duties, attorney-client privilege, alternative dispute resolution and international discovery.
Accolades and Recognitions
- Mr. Flaum was ranked in the Litigation: General Commercial (Band 3) and Litigation: Securities (Band 4) in the 2013 edition of Chambers USA. Chambers notes, “Douglas Flaum handles general commercial and securities litigation with equal aplomb, and is particularly praised for his advocacy skills. His expertise also extends into investigations and enforcement proceedings. He recently successfully represented Wells Fargo, Wachovia and former Wachovia employees in two high-profile securities class actions and several other related cases.”
- He is consistently recognized as a leading individual in General Commercial Litigation and Securities Litigation by Chambers USA: America's Leading Lawyers for Business, which notes that clients cite his "great judgment and great sense of the ebb and flow of legal process" and "unflappability and great instincts," describing him as "a sound and thoughtful contributor to all of a client's decisions."
- Mr. Flaum is recognized by Legal 500 in Litigation: Securities: Shareholder Litigation. He is also consistently recognized by Benchmark: Litigation as a National Star and a New York Litigation Star.
- In 2011, Mr. Flaum was named "Litigator of the Week" by The American Lawyer in recognition of his successful representation of Wells Fargo, Wachovia Corporation and Wachovia's former officers and directors in the US District Court for the Southern District of New York, which dismissed two major, separate class action securities cases and a series of additional large securities cases.
Securities & Shareholder Matters
- Representation of Goldman, Sachs & Co. and certain of its managing directors in numerous actions including (i) a suit currently pending in Federal Court in New York relating to Goldman’s commitment to fund certain acquisitions by its portfolio company; (ii) a suit in the US Court of Appeals for the First Circuit relating to Goldman's investment in Clearwire Technologies Inc.; (iii) a suit in New York County Supreme Court relating to Goldman's investment in Netlogics, Inc. and alleged breach of contract to promote Netlogics' products; and (iv) a federal court fraud suit brought by 275 former creditors of bankrupt company, Genesis, Inc. alleging that Goldman Sachs and Genesis management misrepresented the underlying value of Genesis in connection with the company's reorganization.
- Representation of Wells Fargo & Co. and Wachovia Corp, and various current and former officers and directors of Wells Fargo and Wachovia in a series of federal securities law and related derivative class actions in multiple jurisdictions arising out of Wachovia's alleged exposure to the subprime mortgage crisis and issuance of auction rate securities which cases ended with dismissal of $100 billion in claims.
- Representation of The Bank of New York Mellon Trust Company in a victory against the US subsidiary of Banco Santander SA, Spain's largest bank. Following the damages trial, BNY Mellon was awarded US$308 million in damages plus fees and costs. The Bank of New York sued Santander Holdings in the Southern District of New York alleging a breach of contract and seeking declaratory relief, asserting that Banco Santander's acquisition of Sovereign Bancorp, Inc., the predecessor to Santander Holdings, constituted a "Change of Control" under a debt indenture. The case raised important issues of first impression relating to the meaning of key provisions of Santander’s ADRs and how ADRs intersect with US corporate law.
- Representation of Barclays Capital and other defendants in a securities related breach of contract matter pending in the Southern District of New York relating to the alleged failure to acquire a Caribbean bases cell phone company, which has resulted in dismissal of all claims (currently on appeal).
- Representation of CIT, Inc. and its officers and directors in a series of consolidated shareholder class action securities lawsuits, and related derivative litigation, in the United States District Court for the Southern District of New York relating to CIT's involvement in the subprime mortgage and student lending businesses.
- Representation of Brookfield Office Properties in connection with Delaware Chancery Court litigation alleging that Brookfield Office Properties aided and abetted the alleged breach of duties by other Brookfield corporate entities and directors when Brookfield restructured its worldwide commercial and residential properties businesses which ended with the dismissal of all claim against the Firm's client.
- Representation of ACA Financial Guaranty Corporation in a series of litigation including (i) a 10(b)-5 securities action in the US District Court for the Eastern District of California relating to Copia Wine Centers; and (ii) a breach of contract and fraud action relating to ACA's issuance of insurance relating to certain auction rate securities, both of which ended with dismissals in favor of ACA.
- Representation of Manifold Capital (f/k/a ACA Capital Holdings) and its CEO in a 10b-5 securities class action litigation in the US District Court for the Southern District of New York relating to Manifold's insurance of CDOs and other subprime-related instruments which ended in dismissal of all claims.
- Representation of the Special Litigation Committee of CA, Inc. (formerly Computer Associates, Inc.) in connection with its investigation of accounting fraud by prior management and determination of the validity and feasibility of several derivative suits filed against CA's management and board of directors.
Commercial & Real Estate Matters
- Representation of Malaysia Airlines in MDL antitrust litigations pending in Federal courts in California and New York alleging that Malaysia along with most other airlines in the world fixed prices for international cargo shipments and passenger air travel.
- Representation of Amgen Inc. in a breach of contract and business tort suit pending in the Delaware Chancery Court arising out of Amgen’s development and development agreements with another leading pharmaceutical company for several very valuable drugs.
- Representation of Brookfield Properties in connection with a series of lawsuit in the State and Federal Courts in New York relating to the Occupy Wall Street movement’s encampment in Zuccotti Park which is owned by Brookfield.
- Representation of the India based Essar family of companies in a lawsuit pending in Federal Court in Minnesota alleging that an Essar affiliated breached a contract to purchase liquid natural gas pipeline capacity in connection with a Steel plant Essar is building in Minnesota.
- Representation of Macklowe Properties in connection with litigation arising out of Macklowe's 2003 purchase of the General Motors Building alleging fraud, aiding and abetting fraud and promissory estoppel. On November 26, 2006, the Supreme Court granted defendants' motions to dismiss; dismissing the Leslie Dick complaint with prejudice, and on April 29, 2008, the Appellate Division, in a unanimous decision, affirmed that dismissal.
- Representation of Kindred Healthcare, Inc. of claims that it violated certain master leases by failing to turn over to its landlord certain appraisals it had commissioned on leased properties and representation of Kindred in rent-reset appraisal process wherein several billion dollars’ worth of leases for hospitals and assisted living facilities were evaluated.
- Representation of Costco Wholesale, Inc. in a series of disputes with (i) its excess insurance carriers concerning a claim relating to coverage of a Costco store in White Plains, New York; and (ii) a supplier claiming impropriety in Costco’s sales procedures.
- Representation of Brookfield Properties in a dispute concerning a right of first offer for commercial space in a Class A Manhattan office tower developed by Brookfield.
- Representation of a medical device company in a case in California Federal Court involving breach of license agreement for medical products, where client defeated motion for summary judgment and thus attained highly favorable settlement.
- Representation of a real estate developer in connection with a dispute with Bloomberg, Inc. relating to Bloomberg's world headquarters.
Speaking Engagements and Publications
- Disclosure of Confidential Witnesses in PSLRA Cases, New York Law Journal (May 31, 2012)
- Litigation 101: You've Been Sued. Now What?, Directorship (June/July 2010)
- Good News or Bad News? Recent Decisions Limit Attorneys' Fees for Plaintiffs' Counsel in Suits Challenging M&A Activity, M&A Lawyer (June 2010)
- Fiduciary Duties of Directors of Distressed Companies, New York Law Journal (April 7, 2009)
- The Applicability of the Business Judgment Rule to Corporate Officers After Gantler v. Stephens, BNA's Securities Regulation & Law Report (April 6, 2009)
- Rutgers School of Law, Newark, JD, 1986
- Tufts University, BA (cum laude), 1982