John J. Clarke Jr.

Partner

About

Areas of FocusFinancial Services Life Sciences Corporate Litigation, Arbitration and Investigations Mergers and Acquisitions Appellate

Bar admissionsNew YorkConnecticut

CourtsSupreme Court of the United StatesUnited States Court of Appeals for the Second CircuitUnited States Court of Appeals for the Third CircuitUnited States Court of Appeals for the Fifth CircuitUnited States Court of Appeals for the Seventh CircuitUnited States Court of Appeals for the Tenth CircuitUnited States Court of Appeals for the District of Columbia CircuitUnited States District Court for the Southern District of New YorkUnited States District Court for the Eastern District of New YorkUnited States District Court for the District of ConnecticutUnited States District Court for the District of Colorado

REPRESENTATIVE MATTERS

Leading the representation of a global biopharmaceutical company in an action for alleged breach of an indenture governing a series of more than 700 million publicly traded contingent value rights issued in a strategic merger. The plaintiff alleges that our client breached its covenant to use "diligent efforts" to obtain FDA approval of a new product candidate in time to meet the payment contingency for the CVRs. We have filed a motion to dismiss the action for lack of federal subject matter jurisdiction because the alleged trustee plaintiff was not appointed in accordance with requirements of the governing indenture;
Representing the same biopharmaceutical company and its directors and officers in several securities actions alleging that disclosures relating to the CVRs in the joint merger proxy statement, press releases, and earnings calls were false or misleading because the company allegedly never intended to obtain FDA approval in time for the CVR payment contigency to be met. The lead case, pending in federal court, recently was dismissed with prejudice.
Representing the underwriters in an alleged class action asserting claims under both the Securities Act and the Securities Exchange Act based on allegations that the CEO of a biotech company falsified data in academic research papers. The district court granted the underwriters' motion to dismiss all claims with prejudice. A global settlement was reached soon thereafter with no contribution from our clients;
Represented the underwriter defendants in an alleged class action under the Securities Act challenging offering materials issued by two oil-and-gas royalty trusts. The court granted our motion to dismiss based on the plaintiffs' failure to comply with the notice and lead plaintiff requirements of the PSLRA. After a new plaintiff complied with those requirements in a second lawsuit, the court granted our motion to dismiss because the claims were barred by the statute of repose;
Represented a technology company and its directors and officers in a post-closing damages action asserting claims under Exchange Act § 14(a) on behalf of an alleged class for disclosure violations in the proxy statement for a going private merger. The court granted our motion to dismiss with prejudice notwithstanding an opinion in an earlier action in which the Delaware Court of Chancery denied a motion to dismiss a complaint that challenged the same merger disclosures;
Represented a national personal lines insurance company and two of its senior officers in a securities class action challenging statements concerning the reasons for an unexpected increase in auto claim frequency. Successfully obtained Seventh Circuit reversal of class certification in an opinion that later was followed by the Supreme Court of the United States in its Goldman Sachs decision;
Represented the board of directors of the same company in stockholder derivative actions based on the same allegations. Obtained dismissal of first-filed action in state court for failure to allege demand futility, which was affirmed on appeal; obtained an interim stay of second-filed federal action under the Colorado River abstention doctrine, which was followed later by res judicata dismissal.