William M. Regan

Qualifications and Career Profile

William M. Regan concentrates his practice in securities litigation and related matters. He represents clients in shareholder class actions, derivative suits, regulatory and internal investigations, corporate takeover litigations, and disputes concerning complex financial products.

Representative cases include:

Class Action and Derivative Litigation

• In re Smithtown Bancorp Securities Litigation (representing Smithtown Bancorp (now People’s United) and its executive officers in class action alleging that bank overstated its allowance for loan and lease losses and failed to disclose the results of an FDIC examination).
• In re SpongeTech Delivery Systems, Inc. (representing outside director in class action alleging that company and its executives reported profits from product sales to fictitious customers).
• Shenwick v. HM Ruby (representing fund advisors and principals in stockholder derivative action under Cayman law alleging that directors and fund advisors mismanaged the fund’s assets).
• Fairfield Greenwich Group (Madoff) (represented the Fairfield Greenwich Group in a series of class, derivative and other securities litigations arising from Fairfield’s role as the largest feeder fund into Madoff's ponzi scheme).
• In re PE Corp. (Celera Genomics) Securities Litigation (represented issuer and senior executives in Securities Act class action challenging disclosures made in connection with a $900 million secondary public offering of tracking stock, with plaintiffs seeking more than $300 million in damages).
• In re AMF Bowling Securities Litigation (represented chief executive officer in securities class action alleging accounting improprieties and misleading disclosures in connection with AMF's initial public offering following the company's acquisition by a Goldman Sachs affiliate—action settled with no personal payment by CEO).
• Donoghue v. Accenture (obtained order granting motion to dismiss in Securities Exchange Act litigation alleging that 2,000 of the issuer's senior-most employees were subject to Section 16's short-swing trading prohibition).
• In re KeySpan (represented issuer in class and derivative actions alleging that KeySpan failed to timely disclose losses caused by an acquired entity engaged in fraudulent conduct).
• In re Laidlaw Bondholders Litigation (represented Citibank in consolidated securities action asserting violations of the Trust Indenture Act due to alleged misleading disclosures concerning the relative priority of Laidlaw's debentures and its financial condition).
• In re Twinlab Securities Litigation (represented chief financial officer in securities class action alleging improper revenue recognition, channel stuffing and other accounting improprieties—action settled with no personal payment by CFO).
• In re Unicapital Securities Litigation (represented PricewaterhouseCoopers in a securities class action alleging that, in connection with its initial public offering, UniCapital improperly accounted for goodwill and the cost of retrofitting its product line to comply with changing federal regulations).

Regulatory Matters and Internal Investigations

• Representing bank and its former senior officers in confidential SEC investigation concerning timely recognition of loan losses.
• Representing international software firm in a confidential SEC investigation regarding alleged accounting improprieties identified by a purported Sarbanes Oxley whistleblower, including but not limited to improper revenue recognition and misleading expense classification claims.
• Represented the Fairfield Greenwich Group in an action by the Secretary of the Commonwealth of Massachusetts (Securities Division) alleging that Fairfield fraudulently represented to investors the nature and extent of the due diligence it conducted on Madoff.
• Represented the independent directors of an investment bank's affiliated mutual fund family in a confidential SEC investigation concerning index fund fees and potential violations of the Investment Company Act—no enforcement action pursued.
• Represented the directors and court-appointed liquidators of the Beacon Hill hedge fund group in an SEC investigation and enforcement action arising from the collapse of those funds.
• Represented the special litigation committee of the Oracle Corporation Board of Directors in an investigation and related class and derivative litigations regarding allegation that the company's chief executive and chief financial officers sold $900 million in stock on the basis of material non-public information.
• Represented numerous issuers in confidential SEC, NASD and NYSE inquiries regarding stock trading prior to merger announcements and other significant corporate events.

Financial Products and Institutions

• Representing Royal Bank of Canada in $27 million breach of contract action brought by purchaser of cash-settled equity barrier call option tracking the performance of a basket of hedge funds.
• Representing Royal Bank of Canada in action brought by Chapter 11 Trustee of Thornburg Mortgage, Inc., alleging that RBC breached a Master Repurchase Agreement when it liquidated a portfolio of residential mortgage-backed securities following Thornburg’s failure to timely honor an RBC margin call.
• Obtained arbitration award resulting in $80 million payment to GE Capital from a petroleum company in a case concerning the value of an oil refinery financed through a sale-leaseback transaction. Represented Lehman Brothers in numerous matters, including property damage action against contractor that failed to perform services, advice regarding state law regulations relating to the ownership and control of public utilities, and in responding to non-party subpoenas in litigations in which Lehman rendered a fairness opinion to a merger party.

Corporate Takeover Cases 

• People’s United/Smithtown Bancorp - Represented target bank’s board of directors in stockholder action alleging breach of fiduciary duty in connection with merger transaction.
• Berkshire Hills/Rome Bancorp - Represented target bank in connection with stockholder suits challenging sale price and adequacy of proxy disclosures.
• Wyeth/Pfizer - Represented Wyeth in deal litigations challenging the adequacy of the consideration paid for, and the disclosures made to shareholders regarding, the Wyeth/Pfizer merger.
• Gas Natural/Endesa/E.On/Enel - Represented Gas Natural, Spain’s largest natural gas company, and later Enel, Italy’s largest energy producer, in a series of U.S. securities and proxy litigations regarding both companies’ attempt to acquire Endesa, Spain's largest electricity company, in the wake of a competing bid from E.ON, Germany's largest power company.
• Wachovia/SunTrust/First Union - Represented Wachovia in takeover litigation with SunTrust regarding control of First Union in which the North Carolina Business Court, relying on Delaware law, declined to enjoin the Wachovia/First Union merger.
• AHP/Pfizer/Warner Lambert - Represented American Home Products (Wyeth) in takeover litigation with Pfizer regarding control of Warner Lambert with litigation resulting in settlement in which Pfizer paid a $1.8 billion termination fee to American Home Products.

Other Complex Commercial Disputes

• Represented Princeton University in Robertson family litigation seeking the return of a gift valued at approximately $900 million, where the Robertson family alleged that Princeton breached its duties of care and loyalty and failed to abide by the terms of a gift agreement pursuant to which the family's parents funded the Woodrow Wilson School of Public and International Affairs.
• Member of national coordinating team for Travelers in connection with asbestos-driven bankruptcies; represented Travelers in bankruptcy and litigation proceedings regarding Insul, Agway, Ameripol, Kaiser Aluminum and Owens Corning.
• Represented GE insurance subsidiaries in litigations alleging that insured’s Y2K remediation expenses were recoverable under the “sue and labor” clauses of standard commercial property insurance policies.

Mr. Regan has practiced for 12 years, previously with Simpson Thacher & Bartlett LLP.

Associations and Bar Admissions

Mr. Regan is a member of the Federal Bar Council, the American Bar Association (Business Law Section and Litigation Section (Securities Litigation Committee)) and the Association of the Bar of the City of New York. He is admitted to practice in New York, as well as in the United States District Courts for the Southern and Eastern Districts of New York, and the United States Court of Appeals for the Second Circuit.

Publications

• "Recent Developments in Loss Causation, PLI Securities Litigation and Enforcement Institute," July 19, 2010 (with Bruce G. Vanyo)
• "Fifteen Years in the Making: Second Circuit Issues First Analysis of PSLRA Safe Harbor, Securities Law 360," June 2, 2010.
• "Securities Fraud Litigation: Requiring Proof of Loss Causation at Class Certification to Establish Reliance Through Fraud-on-the Market," The Daily Deal, May 18, 2010
• "SEC Enforcement: Recent Developments and Current Priorities, General Counsel Roundtable," Dec. 1, 2009 (with Bruce G. Vanyo)

Education

Mr. Regan earned his Bachelor of Arts degree in political science, magna cum laude, from Hofstra University, and his Juris Doctor, with high honors, from the George Washington University Law School, where he was a member of the George Washington University Law Review and a Dean’s Fellow responsible for teaching legal research and writing to first-year law students.