Daniel Roeser

Dan has represented companies, financial institutions, and senior executives in litigation across the country spanning a wide range of industries, including technology, financial services, and life sciences. For example:

Technology

• Arrival Securities Class Action: Represented a financial institution in two putative securities class actions filed in federal and state court in New York in connection with a de-SPAC transaction involving Arrival, an early stage electric vehicle manufacturer. Those putative securities class actions, which were modeled on the SEC's proposed rules concerning SPACs that (among other things) sought to expand underwriter liability, were the first in which the securities plaintiffs’ bar sought to hold financial institutions acting as financial advisors liable as statutory underwriters of a de-SPAC transaction.
• Tezos Foundation Securities Class Action: Represented the Tezos Foundation, a Swiss Foundation that supports a cryptocurrency and blockchain platform, in a putative securities class action in federal court in San Francisco arising out of a fundraiser of the equivalent of $232 million in Bitcoin and Ethereum in connection with the Tezos blockchain platform. This was one of the first putative securities class actions in the cryptocurrency space.
• Cognizant Technology Solutions Securities Class Action and Shareholder Derivative Actions: Represented 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 potentially improper payments under the U.S. Foreign Corrupt Practices Act relating to facilities in India. Also represented Cognizant and certain current and former directors and officers in a parallel shareholder derivative action in federal court in New Jersey where, after the dismissal of all claims with prejudice, the Third Circuit Court of Appeals affirmed the dismissal in a unanimous en banc opinion.
• Binance Data Privacy Class Action: Represented BAM Trading Services Inc. (also known as Binance.US) in a putative class action originally filed in state court in Illinois and removed to federal court in Illinois. This was the first putative class action under the Illinois Biometric Information Privacy Act (“BIPA”) against a defendant in the cryptocurrency space and presented the novel legal issue of whether a digital asset platform was a financial institution exempt from BIPA.
• Zymergen Securities Class Action: Represents a venture firm in a putative securities class action filed in federal court in San Francisco against Zymergen, Inc., a company that integrated computational and manufacturing technologies to design, engineer, and optimize microbes for industrial applications.
• Citrix Systems Shareholder Derivative Action: Represented directors of Citrix Systems, Inc., a leader in virtualization, mobility management and networking technology, in a shareholder derivative action in state court in Delaware challenging the compensation awarded to non-employee directors.

Financial Services

• Countrywide Mortgage-backed Securities Class Actions: Represented Countrywide (formerly the largest mortgage lender in the United States) 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 from 2005 through 2007.
• Countrywide Shareholder Derivative Action: Represented Countrywide on appeal in a 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 that The American Lawyer described as “groundbreaking.”
• 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.
• Countrywide Mortgage-backed Securities FDIC Actions: Represented Countrywide in four securities actions in federal court in Los Angeles brought by the FDIC in its capacity as receiver for failed banks that purchased mortgage-backed securities issued by Countrywide subsidiaries. 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 limitations and repose for federal securities claims filed in state court.
• 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. In decisions that were the first of their kind in a mortgage-backed securities case and became leading authorities in the defense of such cases, the district court and First Circuit Court of Appeals held that investors lacked standing to sue on offerings in which they did not purchase securities.
• Nomura Mortgage-backed Securities FHLB Action: Represented Nomura in a securities action in state court in Boston brought by the Federal Home Loan Bank of Boston, which sued more than 70 defendants in connection with its alleged purchases of hundreds of millions of dollars of securities in more than 100 offerings of mortgage-backed securities.
• Heartland Securities Class Action and Shareholder Derivative Actions: 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.  Also represented Heartland in parallel shareholder derivative actions.
• MoneyGram Securities Class Action: Represented the syndicate of investment banks that underwrote a $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.
• State Street Securities Class Action: Represented the syndicate of investment banks that underwrote a $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.
• 500.com Securities Class Action: Represented the syndicate of investment banks that underwrote an $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.

Life Sciences

• Axogen Securities Class Action: Represented two syndicates of investment banks that underwrote more than $170 million in secondary public offerings of common stock of Axogen, Inc., a company focused on the science, development and commercialization of technologies for peripheral nerve regeneration and repair, in a putative securities class action in federal court in Florida. After the district court twice dismissed all claims against the syndicates, the Eleventh Circuit Court of Appeals affirmed the dismissal.
• Immunovant Securities Class Action: Represented the syndicate of investment banks that underwrote approximately $200 million in a secondary offering of common stock of Immunovant, a clinical-stage biopharmaceutical company focused on enabling normal lives for patients with autoimmune diseases, in a putative securities class action in federal court in New York.
• Osmotica Pharmaceuticals Securities Class Action: Represented the syndicate of investment banks that underwrote a $53.5 million initial public offering of common stock of Osmotica Pharmaceuticals plc, a biopharmaceutical company focused on the development and commercialization of specialty products that target markets with underserved patient populations, in a putative securities class action in state court in New Jersey.
• American Renal Associates Securities Class Action: Represented the syndicate of investment banks that underwrote a $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.
• Rockwell Medical Securities Class Actions: Represented Rockwell Medical, Inc., a pharmaceutical company targeting end-stage renal disease and chronic kidney disease, and its CEO and CFO in a putative securities class action in federal court in New York challenging statements about the marketing of Rockwell’s iron replacement drug. Also represented the former CEO and CFO of Rockwell Medical, Inc. in a second putative securities class action in federal court in New York challenging statements about Rockwell’s expectations for reimbursement by the Centers for Medicare and Medicaid Services for Rockwell’s iron replacement drug.
• ARIAD Pharmaceuticals Shareholder Derivative Action: Represented directors of ARIAD Pharmaceuticals, Inc., a pharmaceutical research and development company, in a shareholder derivative action in state court in Delaware challenging the board’s decision to acquire the remaining minority interest in a subsidiary.

Senior Executives

• Credit Suisse Securities Class Actions: Represents the former Chairman of the Board of Directors of Credit Suisse in two putative securities class actions and an opt-out case in federal court in New York that allege misrepresentations and omissions concerning Credit Suisse’s financial condition and internal controls in the lead-up to the merger of Credit Suisse and UBS.
• Wells Fargo Securities Class Action and Shareholder Derivative Actions: Represented the former CEO of Wells Fargo in a putative securities class action in federal court in San Francisco that alleged misrepresentations and omissions concerning Wells Fargo’s “cross-selling” business model, including the opening of unauthorized deposit and credit card accounts. Also represented the former CEO of Wells Fargo in parallel shareholder derivative actions in federal and state court in San Francisco that alleged the creation of unauthorized customer accounts, unauthorized enrollment of customers in insurance products, and improper charges to customers of mortgage and insurance-related fees.
• Petrobras Securities Class Action: Represented the former CEO of Petrobras in a putative securities class action and opt-out cases in federal court in New York that alleged a bribery and money-laundering scheme involving Petrobras executives, Brazil’s ruling political parties, and many of Brazil’s largest contractors.
• Caesars Entertainment Litigation: Represented the Chairman and CEO of Caesars Entertainment Corporation in litigation in federal court in Chicago arising out of the bankruptcy of Caesars’ operating company.
• 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.
• Frutarom Industries Securities Class Action: Represented a former senior executive at Frutarom Industries Limited in a putative securities class action in federal court in New York that alleged a multiyear, multimillion-dollar bribery scheme by certain Frutarom executives.
• S.A.C. Capital Advisors Securities Class Actions: Represented a former S.A.C. Capital Advisors portfolio manager 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 described as the largest insider trading case in history.

Dan has represented companies and individuals in investigations and cases by the United States Attorney’s Office, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, and the Chicago Mercantile Exchange. For example:

• Represents a digital asset treasury company in an inquiry by FINRA into corporate governance and financial condition, cryptocurrency holdings and valuations, and related-party transactions. The inquiry is ongoing.
• Represented an issuer of digital assets in an investigation by the SEC into an initial coin offering (“ICO”). The SEC issued a no-action letter.
• Represented a hedge fund using high frequency, algorithmic trading strategies in an investigation by the SEC into market manipulation. The SEC issued a no-action letter.
• Represented the independent directors of a leading REIT in an investigation by the SEC into the REIT’s public disclosures. The SEC issued a no-action letter.
• Represented precious metals traders in an investigation by the Chicago Mercantile Exchange into spoofing. No charges were brought.
• Represented a former director and deputy chief risk officer of a bank in an investigation by the SEC into money laundering and related public disclosures. No charges were brought.
• Represented a former S.A.C. Capital Advisors portfolio manager in insider trading cases brought by the United States Attorney’s Office and SEC that both agencies described as the largest insider trading case ever charged.