The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Caroline Zalka is Co-Head of Weil’s Securities Litigation practice. She focuses on litigation of securities, derivative, and complex business matters at the trial and appellate levels in both federal and state courts, and before arbitration panels. Caroline also has extensive experience advising in connection with internal investigations, as well as federal, state, and foreign governmental and regulatory investigations, including those commenced by the DOJ, the SEC, the New York District Attorney’s Office, and the New York Attorney General’s Office. Additionally, Caroline counsels boards of directors and senior management with respect to a broad range of matters, including securities, corporate governance, disclosure, and regulatory issues.
In 2021, Caroline was named by Chambers USA as a leading securities litigator in New York, and was again recognized by Legal 500 as a “Next Generation Partner” for Securities Litigation: Defense. She also was recognized as a 2022 “Future Star” for Securities by Benchmark Litigation, and has been recognized as a national “Rising Star” by several legal industry publications, including for Securities Litigation by Law360, and for Litigation by Euromoney in its Americas Women in Business Law Awards.
Describe your practice area and what it entails.
I focus on representing companies and their senior executives and directors in all types of shareholder disputes, including securities class actions asserting claims under the Securities Act of 1933 and the Securities Exchange Act of 1934; shareholder derivative, breach of fiduciary duty, and other corporate governance-related litigation; and M&A litigation. I also regularly oversee sensitive internal and governmental investigations, and counsel boards of directors and senior management on M&A, corporate governance, and other regulatory issues.
What types of clients do you represent?
I represent clients across a broad spectrum of industries, including consumer products, energy, pharmaceuticals, retail, private equity, and financial and professional services, among others. My clients are national, and often global, companies and organizations, and I represent them in courts and jurisdictions around the country and in international engagements. Some of my current and past clients include Carlyle Group, General Electric, lululemon, Morgan Stanley, Sanofi, and Walgreens.
What types of cases/deals do you work on?
I work on a wide variety of securities litigation cases, but the most interesting are the ones that involve newsworthy developments and/or novel issues of law. For example, my recent representation of Brazilian bank BTG Pactual involved a two-week-long arbitration in Switzerland, in a dispute arising from the acquisition of another bank that was revealed to have been implicated in the 1MDB scandal. For Carlyle Group, we handled a bellwether transactional dispute arising out of the pandemic, successfully blocking an attempt by the opposing party to force the closing of a deal that had seen its value plummet after the shutdown in March 2020. That enabled our client to invoke a material adverse effect clause to scuttle the proposed transaction, which the press later referred to as “a seminal legal event” of the COVID era. I am also currently handling a massive $12 billion securities class action on behalf of South African energy company Sasol, which involves cutting-edge issues regarding confidential witnesses.
How did you choose this practice area?
I find it appealing—and personally very rewarding—to practice in a field that presents a variety of challenging legal issues and different types of disputes that often make the front pages of the business press. The work I do encompasses high-stakes litigation and trials, and counseling boards of directors and senior company management on securities and corporate governance issues that are often crucial to the success of the business.
What is a typical day like and/or what are some common tasks you perform?
Since I serve as both litigation counsel and an advisor in situations where there may not be any active litigation, there really is no typical day. I am routinely in court, writing briefs, taking and defending depositions, and meeting with my colleagues at Weil to strategize about our clients’ cases.
While there is a regular ebb and flow of litigation, we also pride ourselves on navigating our clients through crises. If a client runs into an issue involving a deal, becomes embroiled in litigation, discovers an unanticipated problem that requires an immediate investigation, or becomes the subject of a regulator’s or governmental body’s inquiry, then my team and I have to be ready to respond on a moment’s notice.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Courses that delve into corporate management and regulatory issues provide a solid foundation for what we do. But there are no special courses or experience that you must have to become a securities litigator. Good judgment and great writing skills are the most important traits. Verbal communication skills are important too—the ability to synthesize complex information and present it clearly to courts and clients is crucial. And given the novel, first impression problems with which we are presented daily, the ability to think creatively and “outside the box” is a valuable asset as well.
What is the most challenging aspect of practicing in this area?
Clients in securities litigation are often facing huge financial and reputational challenges themselves, so there is added pressure because these are typically “bet the company”-type cases, with high stakes involved. Clients also rely on us for the expert guidance needed for them to navigate issues of business and media exposure that surround the legal dispute.
What do you like best about your practice area?
The variety of work and ability to work directly with my clients makes the job interesting and challenging, and that is probably the most consistently rewarding part of my practice. Since the high-profile matters we work on at Weil often make headlines, that brings an extra measure of excitement to our successes, as well. However, even more satisfying is that we often achieve landmark decisions on behalf of our clients, or simply advise clients on various courses of action, that have a lasting, positive effect on their businesses and, at times, the law more generally. To see our clients succeed with the advice we provide to them is an immensely gratifying experience.
What is unique about your practice area at your firm?
One of the things that sets Weil’s Securities Litigation practice apart from our peers is that we focus exclusively on securities litigation matters. As a result, our practitioners possess a real depth of securities litigation expertise. Another differentiator is that rather than focusing on one type of securities dispute, we handle all types—from securities fraud, M&A, and fiduciary duty litigation to other complex shareholder litigation, such as bondholder disputes and restructuring-related claims. We also regularly provide corporate counseling and conduct sensitive internal and governmental investigations.
As an example, we have a formidable Delaware law practice, with a strong presence in the Delaware Supreme Court and the Delaware Court of Chancery, where we have an opportunity to shape corporate law in ways that other firms are not in a position to do. Our robust White Collar Defense, Regulatory & Investigations practice, while separate, closely coordinates with the Securities Litigation team, providing us with exposure to many more types of matters. We also have a very close working relationship with Weil’s transactional lawyers, with whom we work closely from the inception of deals to the resolution of related litigation on corporate transactions.
What are some typical career paths for lawyers in this practice area?
Many Weil Securities Litigation associates become counsel or partners at the firm, while a number of our former associates work in high profile in-house roles at public companies and private equity funds. Notably, one of our former associates is now a Delaware Supreme Court justice.