Stephen D. Poss

Stephen D. Poss

Partner Co-Chair, Securities Litigation & SEC Enforcement
Stephen D. Poss

Steve Poss, senior partner and Co-Chair of Goodwin’s Securities Litigation & SEC Enforcement Practice, is one of the nation’s leading business litigators and strategists, with more than 30 years’ experience. He is also a member of the firm's Financial Services, Private Equity, Real Estate Capital Markets and REITs practices.

Mr. Poss has a national business litigation and corporate counseling practice, particularly in the areas of securities class action and derivative claims defense, SEC investigations and enforcement actions, corporate governance, internal investigations, complex business litigation and arbitration, mergers and acquisitions, and private equity and venture capital disputes, including post-closing disputes. He is equally at home in the board room and the courtroom. Mr. Poss is sought after for his litigation, strategy and counseling advice by some of the world’s leading financial institutions, corporations, private equity managers, and REITs. Mr. Poss has been selected by Chambers and Partners to appear in its research-based guide, Chambers USA: America’s Leading Business Lawyers, each year since Chambers began ranking lawyers in the United States in 2004. Chambers USA ranks Mr. Poss as a leading business lawyer in both Securities Litigation and General Commercial Litigation. Chambers quotes clients as describing him as “an absolutely outstanding litigator” who excels in “both substance and responsiveness,” a “first tier securities and corporate governance lawyer,” and the editors note that he “maintains a commanding reputation in commercial and securities litigation, and is widely admired for his depth of knowledge and skill.” 

Boston Magazine has named Mr. Poss each year for more than ten consecutive years a Massachusetts’ “Super Lawyer” based on a peer-review survey. He has been recognized in U.S. News–Best Lawyers as one of the best business litigators in the country, The Legal 500 U.S. as one of the nation’s leading securities litigators, and has held Martindale Hubbell’s highest possible rating of “AV® Preeminent™” for 20 consecutive years. 

Professional Experience

Mr. Poss was an associate at Cravath, Swaine & Moore in New York before joining Goodwin.

Mr. Poss served as the Vice-Chair and then the Co-Chair of the Securities Litigation Subcommittee of the American Bar Association Section of Business Law from 2000-2007. He is a former Vice Chairperson of the Massachusetts Bar Association Business Litigation Committee and a former member of the Civil Litigation Curriculum Committee of Massachusetts Continuing Legal Education. Mr. Poss has been approved as Panel Counsel for Securities Litigation by a worldwide leader in directors and officers liability insurance, and other major D&O insurance carriers. He is an active member of the British-American Business Association.

Recognition

Mr. Poss has been selected by Chambers & Partners to appear in its research-based guide, Chambers USA: America's Leading Business Lawyers, each year since the guide began publication. Chambers USA ranks Mr. Poss as a leading business lawyer in both Securities Litigation and General Commercial Litigation. He has been named each year by Boston Magazine for more than 10 years as one of Massachusetts' "Super Lawyers," based on a peer-review survey, and has also been selected to appear in U.S. News-Best Lawyers as one of the best business litigators in the country and The Legal 500 U.S. as one of the nation’s leading securities litigators. He received a First Prize for “Global Dispute of the Year - - U.S. Financial Litigation” at the 2014 annual American Lawyer Global Legal awards. In addition, Mr. Poss has held Martindale-Hubbell’s highest rating of “AV®-Preeminent™” for 20 consecutive years.

Experience

Mr. Poss has represented a broad range of clients ranging from Fortune 50 corporations and the major global investment banks to middle-market private equity firms and their portfolio companies. He spends much of his time representing both domestic and internationally based corporations, corporate officers and directors, and special board committees in crisis situations. He also counsels clients on corporate governance and compliance issues.

Mr. Poss has represented corporations and their directors and financial advisors across the country in successfully defending litigation involving more than $100 billion in merger and acquisition transactions. He also represents REITs, hedge funds, venture capital and private equity firms, as well as their portfolio companies, in connection with deal protection, IPO issues, corporate governance issues, shareholder disputes and transactional litigation.

Mr. Poss has recently represented:

  • Nomura Securities, Goldman Sachs, Credit Suisse, Morgan Stanley, and other clients in defending multiple cases in multiple courts involving billions of dollars in mortgage-backed securities and other offerings. In the Nomura Plumbers’ Union case, he won favorable rulings in federal district court and the First Circuit which is the only favorable appellate authority holding that plaintiffs lack standing to sue on offerings in which they did not purchase securities. In another major multi-defendant MBS securities case, Mr. Poss handled all of the courtroom arguments for the entire defense group, which included virtually every major bank and investment bank.
  • A Special Committee of the Board of Directors of CreXus Investment Corp., a REIT, in defending multiple shareholder class actions and derivative suits brought in New York and Maryland challenging the $1 billion acquisition of CreXus by Annaly Capital Management, Inc. Successfully won dismissal of all pending lawsuits in both courts; the Maryland ruling is now cited as the leading national case on M&A law for REITs.
  • A major private equity firm in post-closing litigation in Delaware Chancery Court, successfully winning landmark rulings on the post-merger ownership of pre-merger privileged communications and on the factual predicates for holding investors responsible for fraud in the course of selling a private company.
  • Mid-America Apartment Communities, Inc. in defending shareholder class action and derivative litigation in state court in Birmingham, AL, challenging the announced $8.6 billion merger between MAA and Colonial Properties Trust, an Alabama real estate investment trust. Successfully fought back efforts to enjoin the transaction and reached an extremely favorable settlement, allowing the transaction to close on time.
  • One of the nation’s largest credit card processors in defending securities class action and derivative lawsuits filed in federal court in New Jersey in the wake of one of the country’s largest data securities breaches by organized foreign cybercriminals. Successfully won dismissal with prejudice of all claims.

Credentials

Education

J.D.
The University of Chicago Law School
B.A.
Amherst College
(magna cum laude)

At Amherst College, Mr. Poss raced on the ski team, was an editor of the college paper and served as teaching assistant to Professor Henry Steele Commager. The College awarded Mr. Poss a John Woodruff Simpson Fellowship for Graduate Study in Law.

 

Admissions

Bar

Massachusetts
New York

Courts

U.S. Supreme Court
U.S. Court of Appeals for the Federal Circuit
U.S. Court of Appeals for the First Circuit
U.S. Court of Appeals for the Second Circuit
U.S. Court of Appeals for the Fourth Circuit
U.S. Court of Appeals for the Fifth Circuit
U.S. Court of Appeals for the Sixth Circuit
U.S. Court of Appeals for the Ninth Circuit
U.S. Tax Court
U.S. District Court for the District of Massachusetts
U.S. District Court for the Eastern District of New York
U.S. District Court for the Southern District of New York
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