Dan Roeser is a partner in Goodwin’s Securities Litigation & White Collar Defense Group. Mr. Roeser represents issuers, underwriters and individuals in securities actions, shareholder derivative actions, and criminal and regulatory proceedings. His clients span a wide range of industries, including financial services, pharmaceuticals and technology. Among Mr. Roeser’s representations:

  • Issuer Representations: Mr. Roeser has represented an array of domestic and international companies, including Cognizant Technology Solutions Corporation; Countrywide Financial Corporation; Nomura Securities International, Inc.; and Heartland.
  • Underwriter Representations: Mr. Roeser has represented syndicates of investment banks that underwrote primary and secondary public offerings of issuers across several industries, including financial services, money transfer and payment services, and pharmaceuticals.
  • Individual Representations: Mr. Roeser has represented a series of C-suite officers and other individuals, including the former CEO of Petrobras; the Chairman and former CEO of Caesars Entertainment Corporation; and the CFO of Pfizer, Inc.
  • Criminal and Regulatory Proceedings: Mr. Roeser has represented individuals and institutions in criminal insider trading cases and investigations by the United States Attorney’s Office, the Securities and Exchange Commission and the Chicago Mercantile Exchange.
Areas of Practice
Tätigkeitsfelder
业务范围

Experience

Erfahrung

工作经历

Mr. Roeser has represented financial institutions, pharmaceutical companies, technology companies, and individuals in securities and shareholder derivative actions and in criminal and regulatory proceedings.

Securities Actions: Mr. Roeser has represented issuers, underwriters, and C-suite officers in securities class actions across the country. Representative matters include:

Issuer Representations

  • Cognizant Technology Solutions Securities Class Action: Currently represents Cognizant Technology Solutions Corporation, a leading global provider of information technology, consulting and business process services, and its CEO and CFO in a putative securities class action in federal court in New Jersey arising out of Cognizant’s announcement of an internal investigation into whether certain payments relating to facilities in India were made in possible violation of the U.S. Foreign Corrupt Practices Act and other applicable laws.
  • Rockwell Medical Securities Class Action: Currently represents Rockwell Medical, Inc., a pharmaceutical company targeting end-stage renal disease and chronic kidney disease, and its current CEO and CFO in a putative securities class action in federal court in New York challenging statements about the marketing of Rockwell’s lead branded drug.
  • FDIC Securities Actions: Represented Countrywide (formerly the largest mortgage lender in the United States) in four securities actions in federal court in Los Angeles brought by the FDIC in its capacity as receiver for failed Strategic Capital Bank, Colonial Bank and Security Savings Bank, each of which purchased mortgage-backed securities issued by Countrywide subsidiaries. All claims against Countrywide were dismissed with prejudice. In a decision of national significance for the defense of securities class actions and class actions generally, the court limited the standing of putative class action plaintiffs and refused to toll the statutes of limitation and repose for federal securities claims filed in state court.
  • Countrywide Mortgage-backed Securities Class Actions: Represented Countrywide in putative securities class actions in federal court in Los Angeles brought by purchasers of approximately $360 billion of mortgage-backed securities issued by Countrywide subsidiaries in 429 offerings of more than 9,000 tranches of securities from 2005 through 2007. The case has settled.
  • Countrywide Mortgage-backed Securities Multidistrict Litigation: Represented Countrywide in establishing a multidistrict litigation proceeding in federal court in Los Angeles to centralize what became more than 40 securities cases filed in connection with public offerings of mortgage-backed securities by Countrywide subsidiaries.
  • Nomura Mortgage-backed Securities Class Action: Represented Nomura and senior directors and officers in a putative securities class action in federal court in Boston brought by purchasers of mortgage-backed securities issued by Nomura affiliates in 2006. The case was dismissed with prejudice, and that dismissal was largely affirmed on appeal. In decisions that were the first of their kind in a mortgage-backed securities case, the District of Massachusetts and First Circuit held that investors lacked standing to sue on offerings in which they did not purchase securities. These decisions became leading authorities in the defense of mortgage-backed securities class actions.
  • Heartland Securities Class Action: Represented Heartland, one of the country’s largest payment card processors, and its CEO and CFO in a putative securities class action in federal court in New Jersey concerning a security breach that allegedly resulted in the theft of a reported 130 million credit and debit card numbers. The case was dismissed with prejudice.
  • FirstBank Puerto Rico Securities Action: Represented the acquirer in a securities action by FirstBank Puerto Rico, Inc. concerning a merger involving Instituto de Banca y Comercio, Inc., an educational institution that provided student loans. The case was dismissed with prejudice.

Underwriter Representations

  • American Renal Associates Securities Class Action: Currently represents the syndicate of six investment banks that underwrote the $189.75 million initial public offering of common stock of American Renal Associates Holdings, Inc., a provider of dialysis services, in a putative securities class action in federal court in Boston.
  • MoneyGram Securities Class Action: Currently represents the syndicate of six investment banks that underwrote the $151.8 million secondary public offering of common stock of MoneyGram International, a leading provider of global money transfer and payment services, in a putative securities class action in federal court in Delaware.
  • 500.com Securities Class Action: Represented the syndicate of three investment banks that underwrote the $86.5 million initial public offering of American Depositary Shares of 500.com, a provider of Chinese online lottery services, in a putative securities class action in federal court in Los Angeles. After the syndicate filed a motion to dismiss, the plaintiff voluntarily dismissed the claims against the syndicate in their entirety with prejudice.
  • State Street Securities Class Action: Represented the syndicate of four investment banks that underwrote the $2.9 billion secondary public offering of common stock of State Street Corporation, a financial services company, in a putative securities class action in federal court in Boston. The case settled with the syndicate paying nothing.

Individual Representations

  • Petrobras Securities Class Action: Currently represents the former CEO of Petrobras in a putative securities class action and opt-out cases in federal court in New York that allege a bribery and money-laundering scheme involving Petrobras executives, Brazil’s ruling political parties, and many of Brazil’s largest contractors.
  • Caesars Entertainment Litigation: Currently represents the Chairman and former CEO of Caesars Entertainment Corporation in litigation in federal court in Chicago arising out of the bankruptcy of Caesars’ operating company.
  • S.A.C. Capital Advisors Securities Class Actions: Currently represents former S.A.C. Capital Advisors portfolio manager Mathew Martoma in putative securities class actions in federal court in New York brought by investors in pharmaceutical companies Elan Corporation, plc and Wyeth in the wake of what the United States Attorney’s Office and SEC have described as the largest insider trading case in history.
  • Pfizer Securities Class Action: Represented the CFO of Pfizer, Inc. in a putative securities class action in federal court in New York that alleged unlawful off-label marketing of pharmaceutical products. The case settled with the CFO paying nothing.

Shareholder Derivative Actions: Mr. Roeser has represented corporations and directors in shareholder derivative actions in federal and state court. Representative matters include:

  • Cognizant Technology Solutions Shareholder Derivative Actions: Currently represents Cognizant Technology Solutions Corporation, a leading global provider of information technology, consulting and business process services, and certain current and former directors and officers in putative shareholder derivative actions in federal and state court in New Jersey arising out of Cognizant's announcement of an internal investigation into whether certain payments relating to facilities in India were made in possible violation of the U.S. Foreign Corrupt Practices Act and other applicable laws.
  • Countrywide Shareholder Derivative Action: Represented Countrywide on appeal in a putative shareholder derivative action challenging the accuracy of public disclosures, a $2.4 billion stock repurchase, and alleged insider trading by former directors and officers. The Delaware Supreme Court affirmed Countrywide’s position in a unanimous en banc opinion, and the case was subsequently dismissed with prejudice. In a decision that The American Lawyer described as “groundbreaking,” the Delaware Supreme Court ruled that a shareholder of a target corporation retains the right after a merger to pursue derivative claims only where the board effects that merger for the sole, fraudulent purpose of extinguishing the claims. This decision has widespread significance for Delaware corporations that are acquirers/targets in M&A deals.
  • Citrix Systems Shareholder Derivative Action: Represented directors of Citrix Systems, Inc., a leader in virtualization, mobility management and networking technology, in a putative shareholder derivative action challenging the compensation awarded to non-employee directors.
  • ARIAD Pharmaceuticals Shareholder Derivative Action: Represented directors of ARIAD Pharmaceuticals, Inc., a pharmaceutical research and development company, in a putative shareholder derivative action challenging the board’s decision to acquire the remaining minority interest in a subsidiary. The case was dismissed with prejudice.
  • Heartland Shareholder Derivative Actions: Represented Heartland, one of the country’s largest payment card processors, in putative shareholder derivative actions concerning a security breach that allegedly resulted in the theft of a reported 130 million credit and debit card numbers. The claims were dismissed with prejudice.

Criminal and Regulatory Proceedings: Mr. Roeser has represented the subjects of investigations by the United States Attorney’s Office, the SEC and the Chicago Mercantile Exchange in criminal and regulatory proceedings. Representative matters include:

  • Currently represents former S.A.C. Capital Advisors portfolio manager Mathew Martoma in insider trading cases brought by the United States Attorney’s Office and the SEC that both agencies describe as the largest insider trading cases ever charged.
  • Currently represents the former CFO of a public company in an investigation by the United States Attorney’s Office into allegations of fraud by the former CEO.
  • Currently represents a hedge fund using algorithmic trading strategies in an investigation by the SEC into market manipulation.
  • Currently represents precious metals traders in an investigation by the Chicago Mercantile Exchange into spoofing.
 
Professional Experience

Prior to joining Goodwin, Mr. Roeser was a litigation associate at Cravath, Swaine & Moore LLP where he represented Credit Suisse in multidistrict litigation and related state and bankruptcy litigation concerning the collapse of Enron; Deloitte & Touche LLP in litigation concerning the collapse of Adelphia Communications Corp.; and Merck & Co., Inc., in multidistrict litigation concerning the withdrawal of VIOXX®.

In addition, Mr. Roeser, pro bono in conjunction with the New York Office of the Appellate Defender, challenged on appeal a second degree murder conviction. The conviction was overturned.

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Credentials

Anmeldeinformationen

专业资格

Education

J.D., 2002
Harvard Law School

(cum laude)

A.B., 1997
Harvard College

(magna cum laude, Phi Beta Kappa)

Admissions

Bar

Massachusetts
New York

Courts

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 Eastern District of New York
U.S. District Court for the Southern District of New York
U.S. District Court for the Northern District of Illinois
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Our clients rely on us for world-class advisory services, counsel on complex transactional work and high-stakes litigation. Specializing in matters involving the financial, life sciences, private equity, real estate, and technology industries, we use a collaborative, cross-disciplinary approach to resolve our clients’ most challenging issues. To find out more, please contact us.
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