Stephen Poss

Stephen D. Poss

Retired Partner
Stephen D. Poss

Steve Poss, retired partner, 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 Private Equity, Tech/Life Sciences, Financial Services, and Real Estate Capital Markets and REITs practices.

Mr. Poss has a national business litigation and corporate counseling practice, particularly in the areas of corporate governance, private equity and venture capital disputes, including post-closing disputes, internal investigations, complex business litigation and arbitration, mergers and acquisitions, securities class action and derivative claims defense, and SEC investigations and enforcement actions. He is equally at home in the board room and the courtroom. Mr. Poss is sought after for his strategy and counseling advice by some of the world’s leading financial institutions, corporations, private equity fund 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, for 15 consecutive years 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 describes Mr. Poss as “highly regarded for his experience handling private equity, corporate governance and securities disputes” andquotes clients as describing him as a “first tier securities and corporate governance lawyer,” “an absolutely outstanding litigator” who excels in “both substance and responsiveness,” “one of the most talented attorneys in class actions,” 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, been selected to appear in The Best Lawyers in America, and has held Martindale Hubbell’s highest possible rating of “AV® Preeminent™” in both legal ability and ethical standards for more than 20 consecutive years.


Mr. Poss has represented a broad range of clients ranging from Fortune 50 corporations and the major global investment banks to middle-market growth private equity firms and their portfolio companies. He represents both domestic and internationally based corporations, corporate officers and directors, and special board committees in crisis situations. He regularly 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 $200 billion in public and private merger and acquisition transactions. He also represents clients in connection with deal protection, IPO issues, corporate governance issues, shareholder disputes and transactional litigation. Clients appreciate his strategic insight and his focus on achieving business objectives.

Mr. Poss has recently represented:

  • Dell Inc. as Massachusetts counsel in the $67 billion acquisition of EMC, the largest tech buyout in U.S. history.
  • A major private equity investor in resolving multiple portfolio company governance and boardroom disputes.
  • Nomura Securities, Goldman Sachs, Credit Suisse, Morgan Stanley, and other clients in defending multiple cases in state and federal 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 RMBS 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 major growth 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.
  • 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.
  • 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.

Professional Experience

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

Mr. Poss is a former Co-Chair of the Securities Litigation Subcommittee of the American Bar Association Section of Business Law. 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. He is an active member of the British-American Business Association.




The University of Chicago Law School


Amherst College

(magna cum laude)

At Amherst College, Mr. Poss raced on the varsity 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.



  • Massachusetts
  • New York


  • 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

Recognition & Awards

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.


Mr. Poss is an active lecturer. He has spoken across the United States and in Europe and written on topics such as:

  • “Current Topics in Trans-Atlantic Regulation of Financial Services” 
  • “Boardroom Dangers for Private Equity Partners”
  • “What’s Risk Got To Do With It – How to Stay Off the Target List of the Plaintiffs’ Lawyers, the SEC and the Prosecutors”
  • “Preparing for Growth: Focusing on Controls, Transparency, and Financial Communications”
  • “Shareholder Disputes”
  • “Mergers and Acquisitions - How to Avoid Litigation”
  • “Going Public - the Morning After”
  • “New Trends in SEC Enforcement and Class-Action Litigation”
  • “Corporate Governance in the Post-Enron Era”
  • “Internal Investigations - Dealing with the Aftermath”
  • “Defusing Website Time Bombs”
  • “Internal Control Over Financial Reporting”
  • “The Ultimate Trial Notebook”

A comprehensive selection of Mr. Poss’ articles and presentations can be found here.