S. Managing Litigation Risk: Behind the Scenes in Securities Litigation and Derivative Suits

Course Information

Course Number
L8857
Curriculum Level
Upperclass
Areas of Study
Civil Procedure, Litigation, and Dispute Resolution, Corporate Law, Business, and Finance
Type
Seminar

Section 001 Information

Instructor

Section Description

Managing Litigation Risk:
Behind the Scenes in Securities Litigation and Derivative Suits

Columbia Law School Fall 2024
Adjunct Professor Richard A. Rosen

This seminar will examine the tough strategic and tactical decisions that companies and their counsel must make in the context of high stakes class actions under the federal securities laws and derivative suits alleging breach of the fiduciary duties of officers and directors. We will also devote substantial attention to how companies and counsel seek to manage the inescapable litigation and regulatory risks attributable to their lines of business, by diagnosing the missteps that have led to real world adverse litigation outcomes and identifying best practices that companies should follow to mitigate or avoid those problems. Although it is taught from the perspective of a litigator who has been in the trenches on the defense side in these cases for more than forty years, the course is designed to be useful not only to prospective litigators, but also to transactional lawyers and aspiring in-house lawyers who will be advising their clients on disclosure issues and the litigation risks of proposed transactions. The course will feature several guest speakers, including a senior in-house lawyer at a public company and a prominent member of the plaintiffs' bar.

Students will learn how to identify the real - world drivers that determine which cases are filed, the industries most vulnerable to suit and the plus factors giving rise to those vulnerabilities, as well as the theories of liability that plaintiffs most often seek to pursue and the defenses raised in response. We will also delve into the economics of the plaintiffs' bar as a determinant of which cases are pursued. Students will also come away with an understanding of each stage in the pre-trial phases of the litigation "life cycle", including motions to dismiss, the pursuit of discovery, motions for class certification and motions for summary judgment, with a view of analyzing how each litigation inflexion point gives rise to different risks and opportunities. Throughout the course, we will deploy concrete examples drawn from recent judicial decisions and currently pending cases to show how to work with your colleagues and clients to identify, assess and manage litigation risk most effectively.

Finally, students will go "behind the scenes" as we explore the critically important role played by directors' and officers' liability insurance and then turn to the economics and strategy of the settlement negotiation process by which almost all securities class actions that are not dismissed at the pleadings stage are ultimately resolved. With this empirical and analytic framework as background, we will devote the last class to an inter-active settlement negotiation exercise based on a hypothetical lawsuit in which each student will be paired with a classmate, with each of you representing one of the parties.

School Year & Semester
Fall 2024
Location
JGH 502
Schedule
Class meets on
  • Thursday
4:20 pm - 6:10 pm
Points
2
Method of Evaluation
Paper
J.D Writing Credit?
Minor (upon consultation)
LLM Writing Project
Upon consultation

Learning Outcomes

Primary
  • At the end of the course, students will have acquired understanding of and/or facility in a specific body of law, including major policy concerns
  • At the end of the course, students will have acquired understanding of and/or facility in doctrinal analysis, including close reading of cases and precedents, and application to facts
  • At the end of the course, students will have acquired understanding of and/or facility in statutory and regulatory analysis, including close reading of statutes and regulations, and application to facts
  • At the end of the course, students will have acquired understanding of and/or facility in various lawyering skills, for example, oral advocacy, legal writing and drafting, legal research, negotiation, and client communication

Course Limitations

Instructor Pre-requisites
None
Instructor Co-Requisites
None
Requires Permission
No
Recommended Courses
Corporations
Other Limitations
None