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Peter M. Saparoff

Member / Chair, Institutional Investor Class Action Recovery Practice

[email protected]

+1.617.348.1725

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Peter is an experienced securities litigator both on the plaintiff and defense side. He has defended over 100 cases and investigations. In addition, he chairs the Institutional Investor Class Action Recovery practice which has recovered nearly $7 billion for thousands of mutual funds and other institutional clients. The practice evaluates virtually every securities investor settlement in the world. The practice not only files claims for clients but also assists them in opting out and filing separate cases, both in the US and in international jurisdictions.

Peter is one of the nation’s leading securities litigators and he has represented clients in well over 100 cases, investigations, and proceedings throughout the country. He has successfully defended SEC investigations, class actions, derivative suits, stock exchange proceedings, and state securities investigations, and has handled numerous FINRA arbitrations, among other matters.

Peter, through the Institutional Investor Class Action Recovery Practice, also represents hundreds of institutional investors with respect to the monitoring and evaluation of securities class action settlements. Peter has recovered over $7 billion for institutional clients. He has represented various clients in opting out of or objecting to proposed class settlements and has represented institutions as plaintiffs in various actions. In this role he participates in virtually every securities action that is filed and thus has a unique perspective when representing clients in said cases.

He has succeeded in preventing the vast majority of the dozens of clients he has represented in SEC investigations from being named as defendants or respondents. In matters where the SEC has taken action, Peter has frequently negotiated bars or suspensions, which have enabled the clients to return to their businesses or professions without undue delay.

Peter has represented many clients in FINRA arbitrations and has tried FINRA cases to successful conclusions. He also serves as an FINRA arbitrator.

He is a frequent lecturer and author on securities matters, having written hundreds of articles and papers, including co-authoring the Securities Litigation chapter in the definitive Massachusetts Continuing Legal Education publication, Business Torts in Massachusetts (2016). He has been an Adjunct Professor of Securities Litigation at the Maine Law School. He speaks at many institutional investor and securities industry forums, and is frequently quoted in the press.

After law school, he served as law clerk to the Honorable A. J. Connor (D-NH) and the Honorable Frank M. Coffin, US Court of Appeals for the First Circuit.

Education

  • Harvard Law School (JD)
  • Harvard University (BS)

Experience

  • Represented hundreds of defendants in securities class actions in all stages throughout the country. 
  • Represented institutional investors in monitoring and/or participating in virtually all securities class actions, regulatory settlements, and other investor settlements. 
  • Represented institutional investors as plaintiffs in numerous cases involving securities claims. 
  • Represented mutual funds, investment advisors, and disinterested directors in various suits alleging excessive management fees, breaches of fiduciary duty, and other violations of the Investment Company Act of 1940. Participation in several cases where judicial decisions have established legal precedents in the area. 
  • Represented an officer who signed Sarbanes-Oxley certifications with respect to numerous financial statements that were subsequently restated, in which the SEC was convinced not to take any action.
  • Represented issuers, officers, directors, and employees in investigations relating to alleged financial fraud with respect to SEC filings, Sarbanes-Oxley certifications, shareholder reports, and press releases. 
  • Tried various FINRA cases, including representation of a branch manager in a lengthy FINRA arbitration proceeding regarding alleged “failure to supervise” and related charges in which the panel completely exonerated the branch manager. (The result is unique in that both the respondent broker-dealer and individual broker (represented by other counsel) were held liable for substantial damages.) 
  • Serve as a FINRA arbitrator. 
  • Utilized special litigation committees to have numerous derivative suits terminated at an early stage. 
  • Represented issuers, officers, and directors in investigations relating to alleged “leaks” to investors of “negative information” which was subsequently publicly disclosed. 
  • Represented institutional investors who allegedly traded on information gleaned from corporate officials or securities analysts prior to the “public dissemination.” 
  • Represented various individuals (officers, directors, venture capitalists) with respect to certain challenged trades. 
  • Represented issuers and individuals in investigations relating to trading in unregistered securities. 
  • Represented issuers in investigations relating to Regulation S. 
  • Represented issuers who have been victimized by short-sellers. 
  • Represented investment advisors with respect to issues arising in SEC inspections. 
  • Represented mutual fund account managers with respect to possible utilization of alleged investment opportunities of funds. 
  • Represented investment companies in investigations relating to valuation and pricing of portfolios. 
  • Represented transfer agents and custodians in investigations relating to various issues. 
  • Represented investment companies and advisers with respect to adequacy of compliance procedures. 
  • Represented broker-dealers and branch managers in “failure to supervise” investigations. 
  • Represented individuals with respect to alleged violations of the Investment Company Act of 1940. 
  • Represented real estate investment trusts, their officers, and trustees in investigations relating to adequacy of loan loss reserves. 
  • Represented banks with respect to adequacy of certain loan loss reserves. 
  • Represented CPAs in investigations relating to a wide variety of accounting issues. 
  • Represented individuals with respect to alleged “prime bank” schemes. 
     

Recognition & Awards

  • Massachusetts Super Lawyers: Securities Litigation (2004 – 2015)
  • Martindale-Hubbell AV Preeminent

Involvement

  • Chair, American Bar Association (ABA) Litigation Section Structured Financial Products, Hedge Fund and Mutual Fund Subcommittee
  • Frequent panelist, ALI-CLE programs
  • Adjunct Professor, Securities Litigation, Maine Law School (2013)
  • Member, American Law Institute
  • Member, ABA Business Section
  • Member, Boston Bar Association
  • Past Chair, Annual ALI-ABA Securities Litigation Program
  • Past advisor, Harvard Law School Trial Advocacy Workshop
  • Past chair, ABA Litigation Section Securities Litigation Committee
  • Past Division Director, ABA Litigation Section Securities Litigation Committee
  • Past member, ABA Special Advisory Committee on the Federal Rules

Recent Insights

News & Press

Viewpoints

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Recently, the United States District Court for the Central District of California denied the defendants’ motion to dismiss the Second Amended Complaint (“Amended Complaint”) filed in the Toshiba securities litigation. As we previously wrote, in 2016, the district court dismissed the case, holding both that transactions in Toshiba’s unsponsored American Depositary Receipts (ADRs) are not “domestic” transactions as required by Morrison, and also that the plaintiffs’ Japanese law claims must be dismissed due to comity concerns and on forum non conveniens grounds. (link to prior blog). Then, in 2018, the Ninth Circuit reversed this decision, holding that Toshiba ADR trades are domestic, and allowed the defendants to file the Amended Complaint asserting more specific allegations about Toshiba’s connection to the ADR trades. (link to blog on 9th Circuit opinion).
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On November 1, 2019, the United States Court of Appeals for the Second Circuit issued a summary order rejecting the appeal of an objector to the Foreign Exchange Antitrust Settlement. A few weeks earlier, U.S. District Court Judge Schofield had denied a motion filed by the objector and class counsel seeking an “indicative ruling” on their combined motion for approval of an agreement that would have ended the appeal. These two decision clear the way for the remaining distribution from the settlement fund, which totaled over $2.3 billion dollars.
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Last week, the district court entered an order, granting CalSTRS’ motion for intervention for the limited purpose of tolling the statute of repose. While there is no longer a risk that the complaint will be dismissed (the vast majority of Plaintiffs’ claims have since survived dismissal), CalSTRS has successfully preserved its right to opt out if a class is certified. Allowing CalSTRS (and others) to use motions to intervene to toll the statute of repose rather than forcing such putative class members to choose to forego their rights or file their own opt-out action may preserve resources and encourage efficiency of the courts.
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Years after Plaintiffs brought a federal securities complaint against Petrobras, and more than a year after the case settled for approximately $3 billion, Judge Jed S. Rakoff of the United States District Court for the Southern District of New York ordered the unsealing of the majority of documents attached to parties’ summary judgment papers. Cornell University intends to use these documents in an arbitration in Brazil. Not only does Judge Rakoff’s decision come as an important reminder that sealing orders are not intended to last forever, but this decision also demonstrates how a motion to unseal may be used to bypass the traditional requirements of 28 U.S.C. § 1782, frequently invoked by entities seeking to use U.S. discovery in foreign proceedings.
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The U.S. Supreme Court denied defendants-appellees’ petition for certiorari in Hagan v. Khoja. As set forth in our prior alert, the executives of the now-defunct biotechnology company, Orexigen, sought review of a Ninth Circuit decision, which not only created a departure from other courts in its narrow-approach to incorporation by reference and judicial notice, but according to the petition, also distinguished itself by being the first Circuit Court of Appeal to find that an issuer owes a duty to update a statement of historical fact that was accurate when made. At issue was whether Orexigen had a duty to disclose data that demonstrated interim results from an obesity drug trial were not as promising as once touted. In opposition to the petition for certiorari, respondent argued, inter alia, that “[e]ven if petitioners were correct . . . that this case implicates whether companies have a duty to update earlier statements of historical fact, the interlocutory posture of this case would make it the worst kind of vehicle for considering that question.”
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In the Traffic Monsoon litigation, the U.S. Court of Appeals for the Tenth Circuit held that the enforcement provisions of the Securities Act and the Exchange Act reach Traffic Monsoon’s sales to customers outside of the United States. The implications of this decision are significant. This is the first Circuit Court decision to interpret Section 929P(b) of Dodd-Frank, and the first to adopt the position that Dodd-Frank limited Morrison’s application to allow for the enforcement provisions of the 1933 and 1934 Acts to apply extraterritorially. As a result, the decision may result in future decisions by the SEC to allow for holders of common shares to be eligible for recovery in connection with fair funds, rather than limiting eligible parties to holders of shares of American Depositary Shares or Receipts (ADR’s), a limitation the SEC imposed in the Fair Fund established for investors in BP. Recently, Traffic Monsoon has requested a stay of the Tenth Circuit's mandate while it prepares a writ of certiorari to the Supreme Court.
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The United States District Court of the District of Connecticut will soon decide whether a putative class member may intervene “for the limited purpose of tolling the statute of repose.” Statutes of repose place an outer limit on when a claim can be brought. For example, claims brought under Sections 11 and 12 of the Securities Act of 1933 are subject to a 3-year statute of repose, 15 U.S.C. § 77m, and claims brought under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 are subject to a 5-year statute of repose. 15 U.S.C. § 1658. Less than two-years ago, the U.S. Supreme Court held that unlike statutes of limitations, which may be tolled by the pendency of a class action, statutes of repose cannot be so equitably tolled. CALPERS v. ANZ Securities. Should the District Court deny the motion, the putative class member, who purchased millions of Teva shares during the proposed class period will be time-barred from opting-out of the securities class action at-issue or asserting its own claims should the action be dismissed.
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Last week, executives of the now-defunct biotechnology company, Orexigen filed a petition for certiorari before the U.S. Supreme Court, seeking clarification of the duty to update under the federal securities laws. The petition seeks further review of a recent decision by the Ninth Circuit, Khoja v. Orexigen Therapeutics, Inc., 899 F.3d 988 (9th Cir. 2018), which not only created a departure from other courts in its narrow-approach to incorporation by reference and judicial notice, but according to Orexigen, also distinguished itself from other Circuit Courts by being the first Circuit Court to find that an issuer owes a duty to update a statement of historical fact that was accurate when made. Specifically, the Ninth Circuit held that “by touting and publishing the ‘surprisingly’ positive 25 percent interim results [of the drug at-issue’s ability to decrease cardiovascular events], Orexigen created its own obligation to report that those results did not pan out after all” as evidenced by the 50 percent interim results.
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In 2017, courts across this country were split on whether plaintiffs could assert a class action alleging claims under the Securities Act of 1933 (which provides a private right of action against issuers and others for providing false or misleading statements in offering materials) in state court. While California state courts recognized such jurisdiction, in New York, similar suits were routinely removed to federal court. In the midst of this jurisdictional uncertainty and prior to launching their respective initial public offerings, Blue Apron Holdings, Roku Inc., and Stitch Fix, Inc. adopted charter-based Federal Forum Provisions, in an attempt to make federal district courts the exclusive forum for the resolution of any complaint asserting claims arising under the Securities Act.
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News & Press

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Member and Chair of Mintz’s Institutional Investor Class Action Recovery Practice Peter M. Saparoff co-authored an article with C. Meyrick Payne of Management Practice Inc. published in the December 2019 issue of Fund Directions Magazine that provides legal considerations for mutual fund managers seeking to increase shareholder returns through “soft assets,” such as securities class action recoveries and rebates of foreign taxes withheld, among others.
This Law360 Expert Analysis column, authored by Mintz Member Peter Saparoff and Associate Joel Rothman, discusses several recent developments which highlight why foreign securities litigation is an ever-changing scenario where nothing is definite.
Mintz Members Peter Saparoff and Adam Sisitsky, and Associate Joel Rothman co-authored the book Business Torts in Massachusetts, which provides a comprehensive and practical guide for business counsel and litigators on the wide range of "business torts" actions.
Peter Saparoff, Co-chair of Mintz’s Securities Litigation Practice, and Joel Rothman, Mintz Boston Associate, authored this American Bar Association article discussing whether securities antitrust cases will incite an increase in objections because of the complexity of their distribution plans.
Members Peter Saparoff and Robert Kidwell and Associates Joel Rothman and Kevin Mortimer authored this ABA’s Section of Litigation column on the trend of plaintiff investors filing a growing number of class action cases against financial institutions alleging violations of U.S. antitrust laws.

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