Jennifer Luz is a partner in Goodwin’s Securities Litigation, Public M&A/Corporate Governance, and Life Sciences Disputes practices. She specializes in securities litigation, including class action defense, derivative litigation, SEC and internal investigations, stockholder disputes, fiduciary duty claims, corporate governance matters, and M&A-related litigation.
Jennifer is an experienced trial lawyer, who represents both public and private companies in the life sciences, technology, and financial services industries, as well as individual directors, trustees and officers. She litigates issues arising under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940, including disclosure, fraud, accounting, and trading issues. She often advises and defends companies facing corporate governance challenges, including director and officer compensation issues and defense against activist shareholders. Her investigative practice includes conducting internal investigations for companies, boards, and board committees, and representing companies and individuals in SEC, FINRA, and other governmental investigations. Jennifer also advises companies on disclosure issues and litigation risk mitigation measures.
Experience
Jennifer’s recent representations include:
- Independent Trustees of Eaton Vance Trial. Won full trial victory, successfully defending Independent Trustees against claims brought by an activist investor involving antitakeover by-law provisions. Prior to trial, won partial dismissal and summary judgment on additional claims asserted against the Independent Trustees related to same anti-takeover provisions.
- Former Directors of Cedar Realty Trust, Inc. Appeal. Won affirmance by the Court of Appeals for the Fourth Circuit of dismissal of fiduciary and contract claims related to preferred shareholder rights in merger, and denial of petition for en banc review.
- Olo, Inc. Obtained partial dismissal of claims under Sections 10(b) and 20(a) of the Securities Exchange Act challenging disclosures related to customer churn and KPIs, and favorably settled remaining claims on eve of summary judgment.
- Caribou Securities Class Action. Won dismissal with prejudice of securities class action under Section 11 of the Securities Act of 1933 based on successful argument to the Superior Court of California that the federal forum provision in Caribou’s charter was valid and enforceable. Plaintiffs alleged false and misleading statements in connection with clinical trials for the company’s lead product candidate.
- Former Directors of Cedar Realty Trust, Inc. Won dismissal with prejudice of preferred shareholders’ fiduciary and contract claims asserted against the former directors of Cedar Realty Trust, Inc. related to merger.
- Cedar Realty Trust, Inc. M&A Preliminary Injunction. Defeated two separate motions for preliminary injunction brought by preferred stockholders attempting to prevent $1.2b merger.
- Plug Power. Won dismissal with prejudice of securities class action alleging Section 10(b) claims against company and certain of its officers in connection with a restatement by Plug Power of financial statements.
- Lionbridge. Won summary judgment dismissal for former board of directors in class action lawsuits alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 challenging Lionbridge's sale to H.I.G. Capital. The dismissal was upheld by the Court of Appeals for the Third Circuit.
- bluebird bio. Won dismissal with prejudice of securities class action in the District of Massachusetts alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against bluebird bio and certain officers in connection with a delay in filing a BLA with FDA for a gene therapy for sickle cell disease due to a new manufacturing process, including claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.
- Inotek Pharmaceuticals (2018). Won dismissal with prejudice of class action alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against the company and its executive officers. The securities fraud case in the U.S. District of Massachusetts alleged claims based on alleged misstatements and omissions concerning clinical trial data.
- Medidata Solutions. Obtained voluntary dismissal for public life sciences company and its board in class actions alleging claims under Section 14(a) of the Securities Exchange Act of 1934 concerning the company’s $5.8 billion acquisition.
- Spark Therapeutics. Obtained voluntary dismissal of class action litigation against public company and its board of directors in connection with the $4.8 billion sale of the company.
- Frequency Therapeutics. Obtained dismissal of claims for conversion and unjust enrichment against Frequency and breach of fiduciary duty against the CEO related to stock transfer and registration rights.
- Represented audit committee of public medical device company in an internal investigation and subsequent SEC inquiry concerning revenue recognition.
- Represented public life sciences companies in responding to SEC investigations concerning trading activity.
- Represented audit committee of a biotech startup in an internal investigation following whistleblower complaints regarding misconduct by senior management.
- Represented a global technology company in connection with civil False Claim Act qui tam litigation and criminal investigations by the US Attorney's Office and the US Department of Justice, National Security Division, relating to defense contracts and allegations of contract fraud, visa fraud, and ITAR violations.
- Secured partial dismissal of claims asserted against directors of public life sciences company in derivative action concerning allegations of excessive compensation.
- Represented the independent trustees of closed-end investment funds in investigating an activist shareholder demand concerning corporate governance changes adopted by the funds.
- Represented the demand review committee of a mutual fund board, investigating shareholder demand alleging that the board and the fund’s investment adviser violated their duties when the fund invested in an affiliated fund.
- Represented the demand review committee of a closed-end fund board, investigating a shareholder demand that asserted the trustees breached their fiduciary duties by failing to take sufficient action to address market price discounts to NAV, and by approving certain investment advisory agreements.
- Won an appeal before the Massachusetts Supreme Judicial Court concerning her minor client’s right to state court factual findings in support of immigration relief being sought.
- Pro Bono representation of multiple clients in connection with Kids In Need of Defense (KIDS), helping unaccompanied minors obtain green cards.
Areas of Practice
Professional Activities
Jennifer is a member of the Boston Bar Association and the American Bar Association.
Professional Experience
Jennifer previously served as a Special Assistant District Attorney for Middlesex County, Massachusetts, conducting jury and bench trials and arguing numerous dispositive and evidentiary motions.
Prior to joining Goodwin, Jennifer was an associate at Cleary, Gottlieb, Steen & Hamilton.
While attending law school, Jennifer served as a notes editor for The Georgetown Law Journal and a contributor to The Annual Review of Criminal Procedure.
Credentials
Education
JD2003
Georgetown University Law Center
(magna cum laude, Order of the Coif)
BA2000
Providence College
(summa cum laude)
Admissions
Bars
- Massachusetts
- New York
Courts
- U.S. District Court for the District of Massachusetts
- U.S. District Court for the Southern District of New York
- U.S. District Court for the Eastern District of New York
- U.S. District Court for the Northern District of New York
- U.S. Court of Appeals for the Third Circuit
- U.S. Court of Appeals for the Fourth Circuit
Recognition & Awards
Jennifer Luz is recognized by Chambers USA as Band 2 for her Massachusetts securities litigation work. Chambers notes that “she is outstanding. She is incredibly sharp and her ability to retain all of the details is remarkable. She is incredibly incisive and cuts right to the chase.”
Jennifer Luz is also recognized by The Legal 500 US as a recommended lawyer for Securities Litigation: defense.
Jennifer Luz was previously recognized by Law.com’s Litigation Daily as Litigator of the Week in October of 2024.