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 Acts, joint venture and partnership disputes, long-term supply arrangements, business tort and contract matters, issues of corporate governance, alleged breaches of fiduciary duties, contests for corporate control, and a variety of enforcement proceedings. Mr. Flaum also regularly conducts internal investigations of whistleblower complaints and advises corporations and their officers and directors in a non-litigation context.
In addition, Mr. Flaum has represented numerous foreign and domestic corporations in a wide range of commercial, securities, 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.
Securities & Shareholder Matters
- Representation of Wells Fargo and the former directors of Wachovia Bank in a series of major securities class action litigations in the Southern District of New York relating to Wachovia’s activities in the subprime mortgage market and involving a host of financial recording and reporting issues. The case resulted in the dismissal of over $1 Billion in alleged claims and resulted in Mr. Flaum being recognized in the American Lawyer as the Litigator of the Week in the United States
- Representation of Goldman, Sachs & Co. and certain of its managing directors in numerous actions including (i) a suit in the Southern District of New York relating to Goldman’s commitment to fund certain acquisitions by its portfolio company; (ii) a suit in the U.S. 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; (iv) a lawsuit in the Southern District of New York relating to Goldman's compensation of stock analysts; and (v) 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 Barclays Capital and other defendants in a securities related breach of contract matter brought in the Southern District of New York relating to the alleged failure to acquire a Caribbean based cell phone company. The Firm obtained a dismissal of all claims by the District Court, which was unanimously affirmed by the United States Court of Appeals for the Second Circuit.
- Representation of Amgen Inc. in a breach of contract and business tort suit brought in the Delaware Chancery Court arising out of Amgen’s development/joint venture agreements with another leading pharmaceutical company for several very valuable drugs. While Amgen was brought into the case as a defendant, the litigation resulted in a settlement wherein the plaintiff dismissed all claims with prejudice and was subject to a worldwide injunction.
- Representation of Barclays Capital, Jefferies and other underwriters in litigation in the State Courts of California and Massachusetts relating to the Initial Public Offering of common stock of ReWalk Robotics Ltd.
- Representation of Navistar Inc. (formerly International Harvester) in litigation in the New York Supreme Court relating to allegations that Navistar aided and abetted the breach of fiduciary duties of the directors of a company that was a major customer of Navistar.
- Representation of the Audit Committee of a Bermuda-based insurance and reinsurance company in responding to whistle-blower allegtions made against a company subsidiary pursuant to the provisions of Sarbanes-Oxley and Dodd-Frank.
- Representation of The Bank of New York Mellon Trust Company in a victory against the U.S. 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 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 U.S. corporate law.
- 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. The litigation ended with the dismissal of all claims 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 U.S. 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 lawsuits ended with dismissals in favor of ACA.
- Representation of the Manifold Capital (f/k/a ACA Capital Holdings) and its CEO in 10b-5 securities class action litigation in the U.S. 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 Special Committee of SED International Holdings in connection with litigation relating to its efforts to remain public and fend off a hostile takeover.
- 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.
- Representation of Essar Steel Minnesota Limited and various other Essar-related entities in a breach of contract matter concerning the leasing of natural gas pipeline capacity to supply a steel plant being constructed in Minnesota. The Firm was brought in after summary judgment had been entered against Essar and obtained the reversal of a $33 million judgment based upon its arguments in the United States Court of Appeals for the Eighth Circuit, which dismissed the case in its entirety.
- Representation of Malaysia Airlines in MDL antitrust litigation 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 Brookfield Properties in connection with a series of lawsuist 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 Kindred Healthcare, Inc. in connection with claims that it violated certain master leases by failing to turn over to its landlord certain appraisals it had commissioned on leased properties and in connection with the 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 a license agreement for medical products, where the client defeated a motion for summary judgment and thus attained a highly favorable settlement.
- Representation of a real estate developer in connection with a dispute with Bloomberg, Inc. relating to Bloomberg's world headquarters.