Joni S. Jacobsen

Joni S. Jacobsen is a partner in the firm’s Litigation and Dispute Resolution Practice. Ms. Jacobsen’s practice is focused on the defense of publicly traded companies and their directors and officers in securities actions, directors’ and officers’ liability actions, SEC investigations, corporate governance disputes and other complex commercial litigation. She has substantial experience counseling and conducting internal investigations for public and private companies, boards of directors and special committees. Ms. Jacobsen has represented clients in a wide range of matters arising from allegations of options backdating, accounting irregularities, insider trading, inadequate or misleading public disclosures, breaches of fiduciary duties and short-swing trading. In addition, she has handled a number of commercial litigation matters, including class actions involving allegations of unfair consumer practices. Ms. Jacobsen is also a member of the firm’s Electronic Discovery and Evidence Practice.

Representative Cases

• In re Section 16(b) Litigation (W.D. Washington, 9th Circuit) Represent 26 public companies named as nominal defendants in 55 related cases brought pursuant to Section 16(b) of the Securities and Exchange Act seeking disgorgement of profits by underwriters as a result of short-swing trading in initial public offerings. Representative clients include Martha Stewart Living Omnimedia, Priceline.com, Red Hat, Sycamore Networks and TheStreet.com. Appointed liaison counsel for 55 nominal defendant companies. Successfully obtained dismissal from the District Court and the Ninth Circuit. Co-defendants' appeals are currently pending before the U.S. Supreme Court.
• In re Tronox Securities Litigation (S.D.N.Y.) Represent former CEO, CFO and COO of Tronox named as defendants in securities fraud litigation filed in the Southern District of New York alleging violations of Sections 10(b) and 20(a) of the Exchange Act. Complaint alleges defendants failed to establish adequate reserves for the company’s environmental liabilities when it was spun off from its parent corporation during its initial public offering, and throughout the putative class period.
• In re MEMC Electronic Materials, Inc. Securities Litigation (E.D. Missouri, 8th Circuit) Obtained dismissal, with prejudice, of all claims against Company and its former CEO and CFO in shareholder class actions filed in Eastern District of Missouri. Plaintiffs alleged that Company engaged in a scheme to inflate stock price by failing to disclose certain material facts regarding Company’s operations and performance in violation of Sections 10(b) and 20(a) of the Exchange Act. The Eighth Circuit affirmed the dismissal. Also obtained voluntary dismissal of related derivative case.
• Ziebron et al. v. Metaldyne Corporation, et al. (E.D. Michigan, 6^th Circuit) Obtained dismissal, with prejudice, of a federal securities action brought against former officers, directors and majority shareholders of Metaldyne Corporation. The complaint asserted violation of Sections 10(b) and 20(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, silent fraud and conversion. Plaintiffs alleged that defendants failed to provide adequate disclosures to plaintiffs and the putative class members when they made investment decisions relating to the vesting of their restricted stock. The court granted defendants’ motion to dismiss the case on all counts on behalf of all defendants. Plaintiffs appealed the decision, but agreed to settle the case for an amount favorable to defendants.
• Jerry Jones v. MEMC Electronic Materials, Inc., et al. (E.D. Missouri) Represent company and certain officers and directors in ERISA litigation brought purportedly on behalf of participants in the company’s 401(k) savings plan. The complaint alleged that the defendants breached certain fiduciary duties owed under ERISA, including failing to disclose risks of investing in company’s stock and continuing to offer the company’s stock as an investment alternative in the plan. After the judge initially denied defendants’ motion to dismiss, persuaded him to grant defendants’ motion for reconsideration and to vacate his order denying defendants’ motion to dismiss.   
• In re Keithley Instruments, Inc. Derivative Litigation (N.D. Ohio) Represented 20 current and former officers and directors of public companies named as defendants in litigation brought derivatively on behalf of the corporation alleging federal securities laws and various state law claims, including breach of fiduciary duties based on an alleged options backdating scheme. Successfully obtained dismissal of all claims, with prejudice.    
• ProQuest, Inc. Securities Litigation (E.D. Michigan) Represented former CEO, president and chairman of the board of company in putative class action alleging violations of federal securities laws. 
• Cordova, et al. v. Lehman Brothers, et al. (S.D. Florida) Represented HSBC Bank USA, N.A. in consolidated class action securities litigation filed in the Southern District of Florida alleging violations of the Exchange Act and the Securities Act. Complaint arose out of alleged false representations and material omissions in solicitation materials allegedly used by a bank customer in the fraudulent sale of unregistered securities.
• Securities and Exchange Commission Investigation (Chicago, Illinois) Represented public company in connection with SEC investigation alleging violations of federal securities laws and related document production concluding in favorable resolution for client.
• Seinfeld v. Boeing, Inc. (S.D.N.Y., 2nd Cir.) Team represented Boeing’s Board of Directors in consolidated derivative actions filed in the Southern District of New York and Illinois state court alleging violations of Exchange Act and common law relating to directors’ oversight and control arising from company’s stock incentive plan, hiring former Air Force officer and obtaining competitors’ inside information regarding government defense contracts. Dismissal with prejudice of Southern District of New York claims was affirmed by Second Circuit.
• Acceptance Insurance Companies, Inc. (D. Neb., 8th Cir.) Team represented Acceptance Insurance Companies, Inc. and its directors and officers in consolidated class action filed in the United States District Court for the District of Nebraska, alleging violations of Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act. Action arose out of alleged failure to establish adequate reserves and fully disclose reinsurance liabilities. Achieved summary judgment in favor of all defendants on a fully developed factual record after successfully defeating plaintiffs’ motion to amend the complaint after close of discovery. Summary judgment and denial of leave to amend were affirmed by the Eighth Circuit.

Lectures and Publications

• "Globalization of Securities Litigation," Practising Law Institute's Securities Litigation & Enforcement Institute, (October 17, 2011, San Francisco, California).
• "Disclosure Duties Arising Under Section 10(b): When to Correct or Update," Practising Law Institute: Securities Litigation & Enforcement Institute 2011, Chapter 12 (September 2011).
• "Recent Development in Delaware Corporate Governance," Practising Law Institute: Securities Litigation & Enforcement Institute 2008, Chapter 17 (September 2008).

Professional Activities and Community Involvement

Ms. Jacobsen is a member of the Hubbard Street Dance Company’s Board of Directors and serves on the National Women's Law Center's Leadership 35 advisory committee. She served on the Steering Committee for the formation of the Chicago Coalition for Women’s Initiatives in Law Firms, and also serves on the Coalition’s Policy Committee. Ms. Jacobsen co-chaired Katten's Chicago Women's Leadership Forum for many years and serves on the National Committee of Katten’s Women’s Leadership Forum.

Education and Bar Admissions

Ms. Jacobsen received her Juris Doctor degree from the University of Chicago Law School in 1997. She received her bachelor’s degree in history from the University of Utah in 1991. Ms. Jacobsen is admitted to practice in Illinois and before the U.S. Supreme Court, the U.S. Court of Appeals for the Sixth, Eighth and Ninth Circuits, and the U.S. District Courts for the Northern District of Illinois and Eastern District of Michigan.