Douglas H. Flaum

Douglas Flaum, a partner in Goodwin’s Complex Business Litigation and Dispute Resolution Department, Head of Goodwin’s National Real Estate Litigation practice, and a leading member of its Financial Industry Litigation group, is a nationally recognized litigator of complex financial matters and trial lawyer. He has more than 35 years of experience litigating cases on behalf of domestic and foreign corporations, directors, and special board committees in a diverse range of commercial, securities, and real estate matters.

In particular, Douglas has extensive experience advising and litigating highly complex litigation matters in the real estate space on behalf of developers, lenders and REITs spanning the full scope of disputes. He also regularly advises on complex financial and business arrangement matters, including cases under the Securities Act of 1933 and the Securities Exchange Act of 1934, joint venture and partnership disputes, long-term supply arrangements, business tort and contract matters, issues of corporate governance, alleged breaches of fiduciary duties, contests for corporate control, and a variety of enforcement proceedings. He also regularly conducts internal investigations of whistleblower complaints in the real estate, technology, and cannabis sectors and advises corporations and their officers and directors in nonlitigation context.

Prior to joining Goodwin in 2019, Douglas was a partner at Paul Hastings LLP, where he co-chaired the Securities Litigation practice. He has also been a partner and litigation department vice chair at Fried Frank Harris Shriver & Jacobson LLP.

Douglas has a thirty-five year history of running significant matters on behalf of US-based and global investment banks, corporations, boards of directors, and individuals spanning a gamut of substantive areas from securities cases, M&A matters, complex commercial and real estate disputes, SEC investigations, among many others. Since joining Goodwin in 2019 Douglas has continued to run such matters, including the following:

Securities, Corporate Governance and Shareholder Matters

• Representations of Goldman Sachs & Co. and certain of its managing directors and affiliates in numerous actions, including (i) a series of litigations brought in the Courts of Puerto Rico by the leading bond insurance companies alleging that Goldman mislead the insurers in connection with billions of dollars of bonds issued by the Commonwealth of Puerto Rico in which the firm has obtained the dismissal of each of the lawsuits; (ii) a litigation in New York Supreme Court’s Commercial Division alleging violations of an LLC agreement and breach of fiduciary duty by a Goldman designee on the LLC’s board in connection with Goldman’s investment in a fintech startup which resulted in a settlement where Goldman paid nothing and obtained dismissal with prejudice and a complete release; (iii) a suit in the New York Supreme Court’s Commercial Division alleging that Goldman violated Section 11 of the Securities Act in connection with the sale of Goldman’s investment in a major healthcare provider in which the Firm obtained a dismissal with prejudice of the major claims and settlement of the remainder with no payments by Goldman; and (iv) an ongoing suit in Federal Court in the District of Columbia alleging that, in connection with Goldman’s investment in a Paris based computer game manufacturer, Goldman violated RICO, antitrust and copyright laws
• Ongoing representations of various underwriter syndicates including Goldman Sachs, Deutsche Bank, Citibank and JPMorgan Chase, in a series of class action matters in pending in Federal Courts in the Southern and Eastern Districts of New York and the New York State Courts alleging violations of the Federal Securities Laws in connection with the clients underwriting of common stock offerings, primarily of non-US based issuers. All of these matters which have been resolved have resulted in the dismissal with prejudice of all claims against Goodwin’s clients
• Ongoing representation of the audit committee of a publicly traded, multi-state operator cannabis company in connection with the audit committee’s investigation of a whistleblower complaint relating to the company’s operating practices and accounting treatment of relate party transactions.
• Ongoing representation of the former CEO and CFO of a technology based start-up in connection with (i) a Section 10(b) and Section 11 class action litigation pending in the United States District Court for the Southern District of Florida and (ii) a companion SEC investigation relating to the corporate controls disclosed in connection with the Company’s 2021 IPO
• Representation of the independent directors of a publicly traded REIT management company in connection with the directors investigation shareholder and whistleblower complaints that the company’s CEO and CFO had breached their fiduciary duties and engaged in other wrongful conduct in running the REIT being managed by the company
• Successful representation of a life science oncology company in a securities class action litigation in the New York Supreme Court claiming that our client fraudulently reported the results of its clinical trial results in its prospectus issued in connection with its initial public offering. Following our filing of a motion to dismiss the complaint, the Plaintiffs agreed to voluntarily dismiss their complaint with prejudice
• Ongoing representation of Houlihan Lokey in connection with a dissenter’s rights action pending in the Grand Court of the Cayman Islands and a related action under 28 USC 1782 pending in the Federal Court in the Central District of California relating to Houlihan’s provision of a fairness opinion to the independent committee of a Chinese based company in connection with the largest “going private” transaction ever in China
• Successful representation of Brookfield Property Partners and its board of directors alleging that Brookfield and the directors violated the federal securities laws by filing a false and misleading Registration Statement in connection with an $8.5 billion dollar transaction whereby Brookfield would take private its Canadian real estate assets. Following motion practice, plaintiff agreed to voluntarily dismiss the complaint with prejudice and no payment from Brookfield
• Successful representation of Duff & Phelps in connection with a dissenter’s rights action pending in the Grand Court of the Cayman Islands and a related action under 28 USC 1782 pending in the Federal Court in Southern District of New York relating to Duff & Phelps’s provision of a fairness opinion to the independent committee of a Chinese based company in connection with a “going private” transaction of a China-based technology company

Real Estate and Commercial Matters

• Successful representation of Vanbarton Group in (i) a lawsuit seeking over $100 million damages brought by an investor group in New York Supreme Court alleging that Vanbarton had engaged in a bad faith UCC foreclosure when it marketed and then purchased a development site in the Manhattan’s Nomad neighborhood after the developer had defaulted on its Mezzanine loan with Vanbarton which, after briefing and oral argument, resulted in the dismissal of all claims against Vanbarton,(ii) the ongoing representation of Vanbarton in a series of lawsuits relating to $40 million in mechanic lien claims resulting from work done before Vanbarton foreclosed on the development site, (iii) the successful resolution of claims threatened against Vanbarton entities by a Chapter 7 Bankruptcy trustee
• Ongoing representation of a publicly traded REIT and its board of directors in (i) a series of litigations pending in the Federal Courts in the Eastern District of New York and Eastern District of Pennsylvania alleging that the REIT violated the federal securities law by making misleading and materially omissive disclosures in the proxy statement it issued in connection the sale of many of its properties and its subsequent merger with another publicly traded REIT and (ii) class action cases brought in Federal and State Courts in Maryland and New York by the REIT’s preferred shareholders claiming that the sales and the merger were a violation of the preferred shareholders rights and a breach of the directors’ fiduciary duties.All of the federal and Maryland state court cases have ended with dismissal of all claims with prejudice and the New York state case is awaiting decision
• Ongoing representation of affiliates of Mack Real Estate in an arbitration against a managing member of an LLC who defaulted on its obligations to Mack related to the development and operation of a series of residential properties located in upper Manhattan
• Representation of Brookfield Properties in connection with a series of disputes in the state and federal courts in New York with tenants and venture partners relating to Brookfield’s efforts to upgrade its flagship Brookfield Place office complex in lower Manhattan and its development of the Atlantic Yards in Brooklyn New York
• Successful representation of a publicly traded Mortgage Finance Company and its board of directors in an arbitration with its former CEO who alleges that the Company breached his employment contract and the director violated their fiduciary duties when the board terminated the CEO for cause after an investigation of employee complaints about the CEO’s behavior.The arbitration ended in complete victory as all claims were dismissed with prejudice and our client received and award of all of its fees and other sanctions
• Ongoing representation of a real estate investment fund in connection with a dispute with funds investors resulting from cost overruns in the development of a luxury Hotel/Residential property in Napa Valley which resulted in unanticipated capital calls on the investors
• Ongoing Representation of a hospitality investment fund in connection with a lawsuit in Tennessee state court brought by an unsuccessful bidder for a hotel who claimed that Goodwin’s client breached it’s duty of fair dealing by accepting “earnest money” deposits and ultimately selling to another buyer when the would-be purchaser defaulted under the purchase agreement
• Ongoing representation of Voodoo SA, a French video game manufacturer, in a trademark and copyright lawsuit in the Federal Court in the District of Columbia
• Ongoing representation of a publicly traded REIT Management Company in a dispute with its managed REIT relating to the terms and conditions of a long-term management contract which resulted in a successful and amicable termination of the management contract on very favorable terms to the Company.

Douglas is a member of the American Bar Association and Association of the Bar of the City of New York. Douglas is also a member of the Board of Directors of the Committee for Civil Rights Under Law.

Douglas has garnered significant praise over the course of his legal career.

• Douglas has been recognized by The Best Lawyers in America Best Lawyers for his work in Litigation - Securities 2022-2023 and Real Estate 2023
• Benchmark Litigation recognizes Douglas as a 2021 Litigation Star in New York for his work in Competition/Antitrust, Commercial and Securities
• He has been ranked for the past decade in Litigation: General Commercial and Litigation: Securities in Chambers USA, which notes, “Douglas Flaum handles general commercial and securities litigation with equal aplomb, and is particularly praised for his advocacy skills. His expertise also extends into investigations and enforcement proceedings.”
• Chambers USA also consistently recognizes him as a leading individual in General Commercial Litigation and Securities Litigation, noting that clients cite his “great judgment and great sense of the ebb and flow of legal process” and “unflappability and great instincts.” He is also described as “a sound and thoughtful contributor to all of a client’s decisions.”
• He is recognized by Legal 500 in Litigation: Securities: Shareholder Litigation and Securities Litigation: Defense. He is also consistently recognized by Benchmark Litigation as a “National Star” and a “New York Litigation Star.”
• In 2011, Douglas was named “Litigator of the Week” by The American Lawyer

• “The Supreme Court Provides Guidance on the Standard for Deciding Price Impact at Class Certification in Securities Fraud Cases,” Goodwin Client Alert, June 24, 2021
• “COVID-19 Effects on NY Court Closures, Filings, and Statutes of Limitations,” Goodwin Client Alert, March 24, 2020
• “ICO Battlefields Proliferate: Preparing for Private Litigation and Regulation Now,” WiredFocus Tech News, April 28, 2018
• “Supreme Court Rules That Securities Act Claims Can Be Brought in State Court,” Bloomberg Law, March 30, 2018
• “Why Section 11 Class Actions Are Proliferating in California,” Law360, April 27, 2015
• “Mediation And The Thorny Issue Of Settlement Authority,” Law360, March 30, 2015
• “Disclosure of Confidential Witnesses in PSLRA Cases,” New York Law Journal, May 31, 2012
• “Litigation 101: You've Been Sued. Now What?” Directorship, June/July 2010
• “Good News or Bad News? Recent Decisions Limit Attorneys' Fees for Plaintiffs' Counsel in Suits Challenging M&A Activity,” M&A Lawyer, June 2010
• “Fiduciary Duties of Directors of Distressed Companies,” New York Law Journal, April 7, 2009
• “The Applicability of the Business Judgment Rule to Corporate Officers After Gantler v. Stephens,” BNA's Securities Regulation & Law Report, April 6, 2009