The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Matthew J. Dolan, Partner and Charlotte K. Newell, Associate—Securities and Shareholder Litigation (2022)
Charlotte Newell is a member of Sidley’s Securities and Shareholder Litigation practice where she focuses on stockholder class and derivative actions, M&A litigation, and shareholder activism matters. At Sidley, Charlotte has worked on a variety of such matters, including cases involving contested mergers, defending companies during shareholder activism campaigns, and other forms of stockholder litigation. Prior to joining Sidley, Charlotte was a law clerk for the Honorable J. Travis Laster, Vice Chancellor of the Delaware Court of Chancery.
Matt Dolan’s practice focuses on the representation of public companies, their executives, and boards of directors in shareholder litigation, corporate governance litigation, and SEC investigations. Matt’s clients are primarily public technology and life sciences companies, as well as investment banks. His practice includes litigation and investigations around the country, particularly in California, New York, Delaware, and Washington, DC. Following law school, Matt served as a federal district court law clerk for the Honorable Carl Barbier.
Describe your practice area and what it entails.
Charlotte: My practice area focus is on corporate and M&A litigation matters, and most of my cases therefore relate to Delaware corporate law. I am a litigator primarily and spend much of my time drafting pleadings or briefs, or in discovery. But I also work with my corporate colleagues to provide pre-litigation advice when helpful.
Matt: My practice spans the range of securities litigation to include shareholder class action cases alleging securities fraud, corporate governance-related cases such as challenges to mergers, and SEC and internal investigations. I am a litigator, often appearing in federal and state courts and Delaware Chancery Court.
What types of clients do you represent?
Charlotte: My clients are from all manner of industries and share one commonality: corporate entity status. My practice is tied to the corporate form; most litigations focus on who should make decisions for those entities (and, on occasion, evaluating the substance of those decisions).
Matt: My clients are almost all public companies, the executives of public companies, or the boards of directors of public companies. They range from smaller public life sciences companies to the largest tech companies and investment banks.
What types of cases/deals do you work on?
Charlotte: My workload consists of a variety of M&A and stockholder matters. These include representing Fujifilm Holdings Corp. in litigation related to its merger with Xerox Corp.; CytoDyn Inc. in enforcing its advance notice bylaw in an activism matter; and RoundPoint Mortgage Servicing Corp. in successfully forcing the closing of a contested merger.
Matt: I work on a wide range of cases in both federal and state courts. These range from securities class actions filed in state court, such as representing the underwriters in a case called Cyan that went up to the U.S. Supreme Court from California state court, to representing companies and directors in Delaware Chancery Court.
How did you choose this practice area?
Charlotte: I was drawn to my corporate law classes in law school, and that was the starting point. But I was terribly fortunate to clerk for Vice Chancellor Laster on the Delaware Court of Chancery after graduation. The Court of Chancery is the primary court for M&A and business litigation in the country, and I got a firsthand view of my practice from the court’s perspective. Those experiences confirmed my interest, and I’ve consequently been focusing on M&A and corporate litigation issues since the beginning of my time at a law firm.
Matt: One of the primary reasons I ultimately became a securities litigator is because it presents a mix of law and business. Almost all of my clients, and the issues we are dealing with, are at the C-suite and boardroom level. They are interesting and complex issues that sit at the intersection of my client’s business and the law. Securities litigation also allows me to engage in both litigation and negotiations because ultimately many of my matters will be resolved through a negotiated settlement instead of trial.
What is a typical day like and/or what are some common tasks you perform?
Charlotte: Every day is a bit different, which is what makes it fun. My to do list varies depending on the status of my various cases. I may be spending my day writing briefs or motions, speaking with colleagues and clients about strategic decisions and concerns, obtaining or sending discovery through documents or depositions, or working on trial or hearing preparation.
Matt: My days can vary between court appearances, depositions, interviews, and writing and research. A substantial part of each of each day is also spent talking with clients and my team about a wide range of issues, advice, and strategic decisions.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Charlotte: My corporate law classes in law school, and Court of Chancery clerkship, were both instrumental in preparing me for practice. But as with most legal roles, I think an inquisitive and open mind is the most important element of success—being interested in your clients’ businesses and transactions, and the motivations of those behind the decisions at issue, is critical.
Matt: Business and corporate law classes are always helpful to provide you with the building blocks of knowledge required for a securities litigation practice. Beyond classes, being interested in the business and corporate world is important. Keeping up with developments, including non-legal events, is helpful both for your learning and also to help assess whether being a lawyer in that world is the right path for you.
What is the most challenging aspect of practicing in this area?
Charlotte: Timing. Some M&A matters need to be litigated on a fast-track basis, so that challenges are resolved before a stockholder vote or a deal closing. That can mean learning about an issue and having a trial just weeks or months later.
Matt: The variety of clients and types of matters. This is also what makes the practice interesting and fun! But it is a challenge because no two clients or matters are alike so you are constantly having to switch between matters that may be in different jurisdictions with different rules and law applied.
What do you like best about your practice area?
Charlotte: I love that my practice is different every day. Each matter I work on requires me to learn about a client’s business and industry, and that means I’m always learning. I also really enjoy the strategy and problem solving behind any successful litigation.
Matt: I love the variety of my work. I get to work with a mix of clients in different industries and facing different problems. Learning about their business and the specific legal issue is always interesting because it is never exactly the same as any other matter. I also enjoy that much of what we do involves strategic thinking and applying judgment to difficult situations where there is no obvious correct path forward.
What are some typical tasks that a junior lawyer would perform in this practice area?
Charlotte: Junior lawyers in my practice do a lot of research and writing. Legal research drives each step of the litigation process, and those findings and analysis are critical. Associates are often asked to summarize their findings, and then contribute to any motions or briefs addressing those issues. We also often have junior lawyers helping with fact development. This can mean document review, but also seeking out specific facts in the discovery or public record to build out our understanding of the circumstances of the case.
Matt: Our goal is for every junior lawyer to be working on a different aspect of a litigation for every matter they work on. On one matter they may have primary responsibility for researching a key issue and then drafting it into a motion to dismiss brief. On another matter they may be supervising document production and then preparing documents and outlines for depositions. On another matter they may be leading an aspect of trial preparation.
How important is it for securities litigators to have a business background and understanding of corporate law, and what should junior attorneys do if they don’t?
Charlotte: I was a political science major. I often think a business background would be helpful, and do admittedly wish I’d gotten a J.D./M.B.A., but it isn’t necessary. For those still in law school, I’d suggest seeking out a class on corporate law issues (e.g., Corporations or Corporate Finance). For those new to a law firm, I’d suggest a review of some treatises in the area (much of which happens organically as these issues arise in cases you work on).
Matt: While in law school, I think it is more important to learn the fundamentals of corporate law than to try to gain a background in business. And it is most important to explore different potential practices and think through what practice you will personally enjoy. I had no background in business when I started working after my clerkship. No formal training is required. Instead, you need to be inquisitive about the business world so that you can learn how to communicate with your clients, understand their priorities, which are often not legal in nature, and develop the ability to think strategically from a business perspective.