Inez H. Friedman-Boyce

Inez H. Friedman-Boyce

Inez H. Friedman-Boyce

Inez Friedman-Boyce, a partner in Goodwin's Securities Litigation & White Collar Defense Group, has spent more than two decades defending securities class action and shareholder litigation matters in federal and state courts against financial institutions and both publicly traded and privately held operating companies. Ms. Friedman-Boyce has also represented numerous clients in regulatory proceedings brought by the SEC, FINRA, and other federal and state regulatory bodies. Ms. Friedman-Boyce’s litigation and regulatory matters have involved allegations relating to the accuracy and completeness of corporate disclosures to investors (including financial guidance), possible accounting irregularities, and securities trading by corporate officers and directors, among other issues.

Her practice is national in scope, and she has represented both U.S. and foreign-based issuers and their directors and officers in securities and corporate governance matters across the country. Ms. Friedman-Boyce also has significant experience in mediating and arbitrating securities and financial fraud-related matters, and she recently obtained a favorable award for a client following a two-week arbitration of a post-closing dispute involving two high-technology companies.

Ms. Friedman-Boyce has been recognized for her civic contributions, particularly for her work on civil rights, fair housing and racial violence issues. She is the president of the Lawyers' Committee for Civil Rights and Economic Justice, which has honored her with its Outstanding Commitment to Civil Rights in the Next Century award, and she recently completed two terms as a director of the ACLU of Massachusetts.

Professional Activities

Ms. Friedman-Boyce is a past co-chair of the Class Actions Committee of the Litigation Section of the Boston Bar Association. She is the president of the Lawyers' Committee for Civil Rights and Economic Justice, serving Greater Boston, and she recently completed two terms as a director of the ACLU of Massachusetts. Ms. Friedman-Boyce is an alumna of the LeadBoston Class of 2002 and has acted as counsel in numerous pro bono matters, including a prominent class action litigation involving fair housing and racial violence issues. She is currently active in pro bono work for Project Citizenship, Veterans Legal Services, and Kids in Need of Defense (KIND).

Professional Experience

Prior to joining Goodwin in 2005, Ms. Friedman-Boyce was an associate at Testa, Hurwitz & Thibeault in the Litigation Practice Group. From May to November 2000, she served as a special assistant district attorney for Middlesex County (MA), where she conducted approximately 20 criminal jury and bench trials.

Recognition

Ms. Friedman-Boyce has been elected as a Massachusetts Super Lawyer, cited in Boston Magazine, from 2004 through 2016. She is a recipient of the Lawyers' Committee for Civil Rights’ award for Outstanding Commitment to Civil Rights in the Next Century, in recognition of her pro bono work in civil rights litigation.

Areas of Practice

Experience

Countrywide Litigation

Ms. Friedman-Boyce defended numerous securities litigation matters for Countrywide Financial Corporation, formerly an S&P 100 corporation before its acquisition in 2008 by Bank of America Corporation and one of the largest mortgage lenders in the United States. These matters included a multidistrict litigation proceeding (MDL) pending in federal district court in Los Angeles, in which more than 40 cases brought by various pension funds, insurance companies, CDOs, domestic and foreign banking organizations, government-sponsored entities, and the FDIC as receiver for various failed banks were coordinated for pretrial proceedings. The rulings that courts have issued in these matters have helped shape the development of the law in the United States regarding claims by investors that bought mortgage-backed securities (MBS) prior to the collapse of the housing and capital markets in 2007. Her work for Countrywide has included:

  • IKB Deutsche Industriebank AG v. Countrywide Financial Corporation (2015): Won summary judgment on all claims after completion of discovery, resulting in the dismissal with prejudice of this securities fraud suit in which German bank IKB Deutsche Industriebank AG and one of its subsidiaries sued over approximately $200 million in mortgage-backed securities issued by subsidiaries of Countrywide. In granting summary judgment, the Court agreed that the evidence in the record showed that the plaintiffs would be unable to prove either actual or reasonable reliance on the claimed misstatements, both of which were required elements of their claims. 
  • Countrywide Financial Corporation MBS Class Action (Luther) Litigation (2013): Defeated plaintiffs’ attempt to return to state court this putative MBS class action brought under the federal Securities Act of 1933 involving 430 MBS offerings concerning several hundred billion dollars of securities offered. This putative class action was filed in state court in late 2007, and originally removed in 2007 to federal court under a different legal theory but remanded. In the interim, the California Superior Court dismissed the case in January 2010 on the grounds that state courts no longer have jurisdiction to hear 1933 Act class action suits. After an intermediate California state appellate court declined to affirm that ruling and review of that ruling was sought in both the California Supreme Court and the U.S. Supreme Court, the case was then removed a second time in June 2012. This removal was based on the existence of federal removal jurisdiction under the U.S. bankruptcy laws due to the bankruptcy filing in mid-2012 by certain of the third-party lenders that had originated loans backing the offerings in question. This class action case was settled in principle in early 2013, after removal to federal court.
  • FDIC as Receiver for Guaranty Bank (2013): Won dismissal with prejudice of this suit brought by the FDIC in its capacity as receiver for a failed bank that had purchased MBS issued by subsidiaries of Countrywide alleging claims under both the federal Securities Act 1933 and Texas state “blue sky” securities statutes. The court agreed that the statute of limitations extender statute enacted as part of the Financial Institutions Reform, Recovery and Enforcement Act (“FIRREA”) did not displace the five-year state law statute of repose applicable to Texas blue sky securities claims (which terminates the claim upon expiration of the period), holding that there is no evidence of the required “clear and manifest” Congressional intent to preempt state law.
  • FDIC as Receiver for Strategic Capital Bank (2013): Won dismissal with prejudice of this suit brought by the FDIC in its capacity as receiver for a failed bank that had purchased MBS issued by subsidiaries of Countrywide alleging claims under the federal Securities Act of 1933. The case was dismissed in its entirety by the federal district court in Los Angeles on statute of limitations and repose grounds. This case is particularly noteworthy because of the court’s nationally significant rulings that the filing of class action litigation in 2007 did not toll the running of applicable statutes of limitation and repose under the U.S. Supreme Court’s American Pipe class action tolling rule because the class litigation had been filed in state court, and because of the district court’s rejection of the recent ruling from the U.S. Court of Appeals for the Second Circuit ostensibly expanding the scope of standing for plaintiffs that file putative class action cases on behalf of investors in MBS offerings.
  • FDIC as Receiver for Security Savings Bank (2013): Won dismissal with prejudice of this suit brought by the FDIC in its capacity as receiver for a failed bank that had purchased MBS issued by subsidiaries of Countrywide alleging claims under the federal Securities Act of 1933. The case was dismissed in its entirety by the federal district court in Los Angeles on statute of limitations and repose grounds.
  • Western & Southern Life Insurance Company v. Countrywide Financial Corporation (2012): Won dismissal with prejudice of this suit brought by Western & Southern Life Insurance Company and several affiliates asserting claims under the Securities Exchange Act of 1934 and Securities Act of 1933 as well as state statutory and common law claims relating to public offerings of MBS by subsidiaries of Countrywide. The case was dismissed in its entirety by the federal district court in Los Angeles on statute of limitations and repose grounds and for failure to allege an actionable misstatement, among other grounds.
  • Putnam Bank v. Countrywide Financial Corporation (2012): Won dismissal with prejudice of this putative securities class action lawsuit alleging claims under the federal Securities Exchange Act of 1934 and Securities Act of 1933 and Connecticut statutory securities law concerning MBS issued by subsidiaries of Countrywide. The case was dismissed in its entirety by the federal district court in Los Angeles on statute of limitations and repose grounds.
  • American Fidelity Assurance Company v. Countrywide Financial Corporation (2012): Won dismissal with prejudice of this suit by an institutional purchaser of MBS issued by subsidiaries of Countrywide alleging claims under the federal Securities Exchange Act of 1934 and Securities Act of 1933. The case was dismissed in its entirety by the federal district court in Los Angeles on statute of limitations and repose grounds.
  • United Financial Casualty Company v. Countrywide Financial Corporation (2011): Won dismissal with prejudice of this suit brought by Progressive Insurance and affiliates in federal court in Los Angeles asserting securities fraud claims under the Securities Act of 1934 and state law relating to public offerings of MBS issued by subsidiaries of Countrywide. The case was dismissed in its entirety on statute of limitations and repose grounds.
  • Allstate Insurance Company v. Countrywide Financial Corporation (2011): Won dismissal in substantial part of this suit originally filed in federal court in New York City by Allstate Insurance and affiliates asserting securities fraud claims under the Securities Act of 1934, non-fraud claims under the Securities Act of 1933 and various state law claims relating to public offerings of MBS issued by subsidiaries of Countrywide. All federal securities claims and most state law claims have been dismissed from the case on statute of limitations and repose grounds.
  • Stichting Pensioenfonds ABP v. Countrywide Financial Corporation (2011): Won dismissal with prejudice of suit brought by Stichting Pensioenfonds ABP, one of the largest public pension funds in the world, asserting securities fraud claims under the Securities Act of 1934, non-fraud claims under the Securities Act of 1933 and California state law claims relating to public offerings of MBS issued by subsidiaries of Countrywide. The case originally was filed in state court, and then successfully removed to federal court in Los Angeles. The case was dismissed in its entirety on statute of limitations and repose grounds.
  • Countrywide Financial Corporation MBS Class Action (Maine State) Litigation (2010-11): Won dismissal of second amended complaint in putative class action lawsuit brought in federal court in Los Angeles, which originally asserted claims under the Securities Act of 1933 relating to approximately 430 separate public offerings of MBS issued from 2004 to 2007 by subsidiaries of Countrywide. In a ruling of national significance, the court agreed that class action plaintiffs have standing to represent other MBS purchasers only if such plaintiffs purchased the same tranche of security those other investors did (each MBS offering typically has multiple tranches, each a separate security). In addition, the court agreed that limitations periods continue to run despite the filing of a class action complaint as to all MBS tranches for which no named plaintiff has standing to sue.

IPO Allocation Class Action Litigation

For several years until the successful resolution of the matter via a global settlement, Ms. Friedman-Boyce also represented numerous public companies that were sued in the IPO “allocation” class action litigation cases in federal court in New York City, which attacked the way in which IPO underwriters allegedly allocated shares in “hot” IPOs to their customers. These cases together constituted one of the largest securities class action litigations ever filed in the United States. Ms. Friedman-Boyce was one of the principal authors of the consolidated motion to dismiss briefs that resulted in dismissal of the securities fraud claims against a significant number of the several hundred public companies that had been sued in these cases, and she was a key player in the negotiations that ultimately led to the settlement of this complex litigation. 

Other Representations

Ms. Friedman-Boyce’s other significant matters include:

  • Philippe Dauman, et al. v. Sumner Redstone, et al.: Currently representing the two new independent trustees of the Sumner Redstone National Amusements Trust who were appointed to replace Philippe Dauman, the former CEO of Viacom, Inc., and George Abrams, a former Viacom director, in litigation brought by them challenging the validity of their removal as trustees. The Trust owns National Amusements, Inc., which in turn owns the majority of the voting shares of Viacom and CBS Corp.
  • PTC Inc. Securities Class Action: Currently representing PTC Inc. (formerly known as Parametric Technology Corporation) and certain of its current and former officials in securities class action litigation pending in federal court in Boston concerning disclosures made by PTC relating to investigations by the United States Department of Justice and Securities and Exchange Commission of alleged violations of the Foreign Corrupt Practices Act by certain PTC China-based subsidiaries.
  • Midland Loan Services v. Bank of America, N.A., as Successor by Merger to LaSalle Bank National Association: Represented Bank of America in federal court in Chicago in suit brought by servicer of loans that were pooled into a commercial mortgage-backed securities offering issued by LaSalle Bank. Suit alleged breaches of representations and warranties concerning LaSalle’s loan origination and appraisal practices and sought repurchase of approximately $300 million in loans.
  • Edward Mandel and Positive Software Solutions, Inc. v. Aspect Software, Inc.:  Represented Aspect Software, Inc. in a post-closing dispute with the founder of a company whose assets it acquired.  Following a two-week trial at JAMS, the arbitrator issued an award almost entirely in Aspect’s favor.  The claimants appealed to the Massachusetts Superior Court, which affirmed the award in its entirety. 
  • Stephen Gray, as Trustee of the High Voltage Engineering Liquidating Trust v.  Clifford Press, et al.: Represented a former officer and director of High Voltage Engineering Corporation in a suit brought by the High Voltage bankruptcy trustee for breach of fiduciary duty. The federal court in Boston granted our motion to dismiss in its entirety, dismissing all claims against our client with prejudice. The trustee later voluntarily dismissed its appeal of the decision to the First Circuit. 
  • StockerYale, Inc. Securities Class Action: Represented StockerYale, Inc. and several of its officers and directors, in securities class action and derivative litigation in federal court in New Hampshire.  Negotiated a favorable settlement of all of the cases that was fully funded by the company’s D&O insurance carrier.
  • Progress Software, Inc. Derivative Litigation:  Represented the founder and chief executive officer of Progress Software, Inc., in federal and state court litigation challenging Progress’s stock option dating practices. The federal court in Boston granted our motion to dismiss in its entirety, dismissing all claims against our client with prejudice.
  • Utility.com Securities Class Action:  Represented a managing director of Trident Capital, L.P. in securities litigation against one of its portfolio companies, Utility.com.  The federal court in New York granted Trident’s motion to dismiss in its entirety but allowed the plaintiffs to file an amended complaint. The plaintiffs subsequently agreed voluntarily to dismiss their claims, with prejudice. 
  • The Descartes Systems Group Inc. Securities Class Action:  Represented The Descartes Systems Group Inc., a Canadian provider of supply chain technology solutions, and its former CEO and CFO in securities class action litigation pending in the Southern District of New York. This class action alleged that the defendants failed timely to reserve for or write off certain accounts receivable and allegedly improperly recognizing revenue in connection with a particular contract. Succeeded in negotiating an early, favorable settlement-in-principle of this litigation at the clients’ direction.
  • Representation of financial institutions and publicly traded operating companies in many additional securities and shareholder derivative matters in cases filed in federal and state courts across the country.
  • Conducting numerous internal corporate investigations for audit committees and other special board committees into financial accounting and corporate governance-related matters.
  • Representation of clients in regulatory proceedings brought by the SEC, FINRA and other regulators relating to possible accounting irregularities, the accuracy and completeness of corporate disclosures to investors (including financial guidance), and securities trading by corporate officers and directors, among other matters.
  • Advising on securities litigation matters involving insider trading, market manipulation, improper revenue recognition and other alleged accounting irregularities, breach of fiduciary duty, and inaccurate earnings and revenue projections.

Managing Risk

In addition to defending securities and shareholder litigation matters across the country, Ms. Friedman-Boyce advises senior management and boards of directors on how to minimize securities liability risks, and how best to manage such crises when they occur. Her clients have included financial services companies, mutual funds, hedge funds, venture capital firms, manufacturers of computer hardware and software, pharmaceutical, biotechnology and life sciences companies, and other high technology companies.

Credentials

Education

J.D., 1995
Georgetown University Law Center

(cum laude)

B.A., 1988
Amherst College

Admissions

Bar

Massachusetts

Courts

U.S. Supreme Court
U.S. Court of Appeals for the First Circuit
U.S. Court of Appeals for the Ninth Circuit
U.S. District Court for the District of Massachusetts
U.S. District Court for the District of Colorado
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