Mitchell A. Lowenthal is a partner of Cleary Gottlieb Steen & Hamilton LLP, resident in the firm’s New York office.
Mr. Lowenthal specializes in the prosecution and defense of complex civil litigations, with an emphasis on disputes arising out of securities and M&A transactions. He has been repeatedly recognized by
Chambers USA America’s Leading Lawyers for Business (2004, 2005, 2006, 2007, 2008) as one of New York’s leading securities litigators, in
The Best Lawyers in America (2005, 2006, 2007, 2008, 2009), in
The Legal 500 (2007), and in
Law Dragon’s 100 Securities Litigators You Need To Know (2008).
Recent Successes. Mr. Lowenthal recently succeeded in defeating appointment of a class representative and defining how to measure numerosity sufficient to justify class treatment in a stock-for-stock merger case,
In re Fleet Boston Financial Corp. Securities Litigation, 2008 WL 4527550 (D.N.J. Oct. 3, 2008), in obtaining removal from Texas state court and the dismissal with prejudice of federal and state claims made by purchasers of mortgage-backed securities who alleged that non-compliant mortgages were wrongfully included in the pools,
Lone Star Fund (U.S.), L.P. v. Barclays Bank PLC, 2008 WL 4449508 (N.D. Tex. Sept. 30, 2008), in obtaining the dismissal with prejudice of class action claims that IPO offering materials were misleading,
Ladman Partners, Inc. v. Globalstar, Inc., 2008 WL 4449280 (S.D.N.Y. Sept. 30, 2008), in defining the scope of state court jurisdiction over Securities Act class actions,
Rovner v. Vonage Holdings Corp., 2007 WL 446658 (D.N.J. Feb. 7, 2007), in obtaining the dismissal of a derivative action brought against his clients, members of the Board of Directors of Citigroup, alleging that the directors failed to implement appropriate internal control systems, which dismissal was affirmed on appeal to the Delaware Supreme Court,
David B. Shaev Profit Sharing Account v. C. Michael Armstrong, C.A. No. 1449-N (Del. Ch. Feb. 13, 2006),
aff’d, (Del. Nov. 6, 2006); in obtaining dismissal of securities fraud claims brought against over a dozen investment banks by classes of holders of debt and equity securities issued by HealthSouth Corporation,
In re HealthSouth Corp. Sec. Litig., (N.D. Ala. July 19, 2006 and Mar. 31, 2006); in obtaining dismissal of an action asserting securities fraud claims against Smith Barney arising out of the $1.9 billion IPO of Genuity, Inc.,
Davidoff v. Farina, 2005 WL 2030501 (S.D.N.Y. Aug. 22, 2005); breach of fiduciary duty claims brought against the Citigroup Board of Directors arising out of transactions relating to Enron and Dynegy,
In re Citigroup Inc. Shareholders Litig., C.A. No. 19827 (Del. Ch. June 5, 2003),
aff’d, (Del. Nov. 12, 2003); in the affirmance of a defense verdict he achieved on behalf of FleetBoston Financial Group in an action seeking in excess of $300 million arising from the administration of a benefits plan,
Feldman v. Nat’l Westminster Bank, N.A., (Sup. Ct. N.Y. County June 27, 2002),
aff’d, (1st Dep’t Mar. 20, 2003),
lv. denied, (N.Y. June 10, 2003); and in the dismissal of a class action challenging the independence of reports by a PaineWebber equity research analyst,
Ward v. UBS PaineWebber, Inc., 2003 WL 22340565 (D.N.J. Sept. 10, 2003). Mr. Lowenthal also represented the Securities Industry Association in successfully defending the jurisdiction of federal courts to hear Securities Act disputes under bankruptcy “related to” jurisdiction,
In re Worldcom, Inc. Sec. Litig., 2003 WL 716243 (S.D.N.Y. Mar. 3, 2003). Mr. Lowenthal also has substantial experience in litigation relating to complex derivatives, having represented Kidder Peabody in the bankruptcy proceedings, and investor litigations, surrounding the collapse of the Granite funds,
Primavera Familienstiftung v. Askin, 130 F. Supp. 2d 450 (S.D.N.Y. 2001),
ABF Capital Mgmt. v. Askin Capital Mgmt. L.P., 957 F. Supp. 1308 (S.D.N.Y. 1997),
Primavera Familienstiftung v. Askin, 1996 WL 494904 (S.D.N.Y. Aug. 30, 1996),
Kidder, Peabody & Co. v. Unigestion Int’l, Ltd., 903 F. Supp. 479 (S.D.N.Y. 1995).
Corporate Control Contests. Mr. Lowenthal has represented bidders, targets, directors and officers, and advisors in an array of M&A litigation settings. His assignments include the representation of the private equity purchasers of Biomet and Alltel in connection with related shareholder litigation, Lafarge S.A. in connection with its acquisition of the public shares of Lafarge N.A.; Mittal in connection with its merger with Arcelor; Home Depot in connection with its acquisition of Hughes Supply; Capital One in connection with its acquisition of Hibernia and North Fork; PeopleSoft in connection with Oracle's unsolicited bid; the successful defense of California Real Estate Investment Trusts (including their use of a rights plan) to defeat the hostile bid by a pension plan consortium; Continental Airlines in connection with the merger bid made by Delta Airlines; Cone Mills Corporation in defeating the hostile bid by Western Pacific; Beazer Plc in its successful bid for Koppers Company; The Bank of New York in connection with its offer for Mellon Bank; First Fidelity Bancorporation in connection with its successful offer for Northeast Bancorp; General Instrument in its sale to an LBO group led by Forstmann Little & Co.; LFC Financial Corp. in its bid for Ransburg Corporation; and the Board of Directors of Ply Gem Industries in connection with the acquisition by Nortek.
Current Assignments. Mr. Lowenthal is currently representing over two dozen investment banks in class action litigations involving the sale of securities issued by Lehman Brothers, Vonage, Adelphia Communications, Globalstar and HealthSouth Corporation; Barclays in litigation relating mortgage-backed securities; Bank of America in various matters, including class action litigation arising out of FleetBoston’s acquisition of Summit Bank; and UBS and Thomas Weisel Partners in consolidated securities litigations relating to the allocation of shares in initial public offerings during 1998 - 2000.
Mr. Lowenthal has also tried a series of cases under the Securities Investor Protection Act involving a range of issues, including clearing firm liability for acts of introducing brokers,
In re Adler, Coleman Clearing Corp., 247 B.R. 51 (Bankr. S.D.N.Y. 1999),
aff’d, 263 B.R. 406 (S.D.N.Y. 2001), and securities fraud,
In re Adler, Coleman Clearing Corp., 277 B.R. 520 (Bankr. S.D.N.Y. 2002). Mr. Lowenthal continues to represent the Trustee of Adler Coleman in SIPA liquidation proceedings, as well as the Trustee of Churchill Securities in Churchill’s SIPA proceedings.
Pro Bono. Mr. Lowenthal has represented numerous clients pro bono publico, primarily in connection with the unique problems of the homeless, including 200 homeless workers denied minimum wage benefits,
Archie v. Grand Central Partnership, 997 F. Supp. 504 (S.D.N.Y. 1998).
Mr. Lowenthal joined the firm in 1981 and became a partner in 1990. He received a J.D. degree,
cum laude, from Cornell Law School in 1981, where he was an officer of the
Cornell Law Review. He also served as law clerk to the Honorable Edward Weinfeld of the U.S. District Court for the Southern District of New York.
Mr. Lowenthal is a member of the Bar in New York and is admitted to practice before the U.S. Supreme Court, the U.S. District Court for the Southern and Eastern Districts of New York, and the Eastern District of Wisconsin, as well as the U.S. Court of Appeals for the Second, Ninth and Eleventh Circuits. He is the Chairman of the Board of Directors of the Urban Justice Center, Chairman of the Committee on Securities Litigation of the Bar Association of the City of New York and a member of the American Law Institute. Mr. Lowenthal is also a member of the Committee on Professional Ethics of the New York State Bar Association, and a frequent lecturer on professional responsibility subjects.