Lloyd Winawer, a partner in Goodwin's Securities + Shareholder Litigation and White Collar Defense practices, is known for his work on complex business litigation and investigations. Mr. Winawer focuses on securities law matters, disputes arising from mergers and acquisitions and other commercial transactions, and advising venture capital and private equity funds and their sponsors on a range of matters, including risk management and legal compliance.

Mr. Winawer’s securities experience encompasses shareholder class actions, derivative lawsuits, internal investigations, and investigations and proceedings brought by the Securities and Exchange Commission and the U.S. Department of Justice. Several of these matters have involved highly publicized events or corporate crises. Mr. Winawer frequently counsels public companies in connection with various accounting and financial reporting issues, including matters related to revenue recognition, reserves, and the valuation of assets and instruments, among others.

Mr. Winawer has significant expertise in M&A disputes involving contested post-closing earn-out and milestone completion payments and indemnification claims based on alleged breaches of contractual representations and warranties. Mr. Winawer regularly represents companies, shareholder representatives and selling securityholders, as plaintiffs or defendants in these matters. On the plaintiff-side, he has successfully obtained significant eight figure recoveries, both through early-stage negotiation and the aggressive prosecution of claims in extended judicial proceedings.

Mr. Winawer also advises venture capital and private equity funds and their sponsors on disputes, risk management, compliance with securities and other laws, and fiduciary obligations.





Over the past 30 years, Mr. Winawer has represented public companies in federal and state securities matters involving a broad range of financial, operational, and regulatory issues. Mr. Winawer’s experience extends to several industries, including apparel, financial services, life sciences, technology, and transportation. Clients have included The North Face, Countrywide Financial, Silicon Graphics, America West Airlines, and Swift Transportation. Mr. Winawer also has represented leading investment firms as well as shareholder representatives in numerous M&A-related and other matters.

Representative Matters



Securities Litigation
  • The nation’s largest mortgage lender in numerous federal and state securities actions arising out of the credit crisis.
  • Former chairman and CEO of one of the nation’s largest banks in federal and state court securities class action and derivative litigation arising out of highly publicized sales practices allegations.
  • Former chairman and CEO of multi-billion dollar government contractor in securities class action and derivative litigation arising out of municipal project billing scandal. All claims dismissed.
  • Audit committee of public company in DOJ criminal and SEC investigations related to $250 million, multi-year restatement.
  • Successful defense of publicly traded airline and its directors and officers in federal securities class action arising out of the then largest FAA fine related to alleged aircraft maintenance practices. Obtained dismissal of plaintiff’s core claims at summary judgment following Ninth Circuit reversal in part of district court decision dismissing all claims with prejudice.
  • Silicon Graphics and its directors and officers in leading case interpreting the Private Securities Litigation Reform Act of 1995 (In re Silicon Graphics Securities Litigation). Ninth Circuit affirmed dismissal of all claims.
  • The nation’s largest trucking company and its founder in securities class action and separate breach of fiduciary duty litigation related to going private transaction. All claims dismissed.
  • An investment bank affiliate as plaintiff in multi-million dollar action involving termination of derivative transactions.
  • Shareholder representatives in post-closing disputes involving alleged breaches of representations and warranties in acquisition agreements.
Arbitration Awards
  • The successful defense of multi-million dollar indemnification claims arising out of merger transactions and recovery of attorney's fees.
  • The successful defense of a stock option dispute involving alleged damages in excess of $50 million.
  • An award requiring a medical device manufacturer to fully indemnify an asset seller against multiple customer claims for breach of contract and fraud following the closing of an asset purchase agreement.
Investment Funds
  • A Delaware Chancery Court proceeding pertaining to a General Partner’s petition to dissolve and liquidate a limited partnership.
  • Limited partners across several venture funds in connection with an investigation into misappropriation of fund assets by the funds’ former general partner and related SEC proceeding.
Professional Activities

Mr. Winawer is a member of the American and San Francisco Bar Associations and the Board of Governors of the Association of Business Trial Lawyers (Northern California).


Mr. Winawer was selected as a recommended lawyer by The Legal 500 U.S. for his Securities Litigation: Defense work in 2018, and for corporate investigations and white-collar criminal defense in 2019. He has also been selected as a Northern California “Super Lawyer” by Law & Politics magazine, and recognized by California Lawyer as one of California’s top 20 lawyers. While attending law school, he was the recipient of a Best Oral Advocate and Brief Writer Award in a national Moot Court competition.

In The News









J.D., 1989
New York University School of Law
B.A., 1985
Brandeis University

(magna cum laude, Phi Beta Kappa)



New York


U.S. District Court for the Central District of California
U.S. District Court for the Northern District of California
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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.

Unsere Kunden verlassen sich auf unsere erstklassige Beratung, vor allem im Hinblick auf komplexe Transaktionen und High-Stakes-Prozesse. Spezialisiert auf Angelegenheiten der Finanz-, Life-Sciences-, Private-Equity-, Immobilien-und Technologie-Branchen, verwenden wir einen kooperativen und interdisziplinären Ansatz, um Fragen unserer Kunden auch in extremen Spezialsituationen einer Lösung zuzuführen. Sie wollen mehr erfahren? Kontaktieren Sie uns gerne.

Nos équipes interviennent aux côtés de nos clients, industriels, fonds d’investissement, startups, institutions financières et dirigeants, dans le cadre de transactions et de contentieux complexes, et apportent des conseils de tout premier plan dans les secteurs financiers, des Sciences de la Vie, du Private Equity, de l’immobilier et des technologies. Nous traitons les dossiers juridiques de manière intègre, ingénieuse, souple et audacieuse pour répondre efficacement aux enjeux propres à chacun de nos clients, quels que soient la taille de l’opération et le secteur d’activité. Pour en savoir plus, contactez-nous.


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