Jeffrey L. Steinfeld

Securities, M&A, and Corporate Governance Litigation and Advisory Work

• Defending a major cryptocurrency and digital asset exchange in a securities and consumer protection class action alleging violations of the Securities Act, the Exchange Act, state blue sky laws, and California’s unfair competition laws.
• Defended Cantor Fitzgerald, L.P., Cantor Fitzgerald & Co., and various officers and directors in a securities class action filed in the Northern District of California alleging violations of Sections 11, 12, and 15 of the Securities Act, and Sections 10(b), 14(a), and 20 of the Exchange Act, related to the US$1.6B SPAC merger between a Cantor sponsored SPAC and View, Inc., arising from a financial restatement and audit committee investigation. Jeff led two rounds of motion to dismiss briefing and argument—including an over four hour long oral argument—after which the Court dismissed all claims with prejudice while addressing numerous securities issues regarding affirmative defenses, Section 12 statutory sellers, standing, and loss causation. See Mehedi v. View, Inc., 2023 WL 3592098 (N.D. Cal. May 22, 2023) and Mehedi v. View, Inc., 2024 WL 1560009 (N.D. Cal. Apr. 9, 2024). For the win, Jeff was featured in The American Lawyer's Litigation Daily’s Litigator of the Week column on April 12, 2024.
• Defended Pendrell Corporation and various officers and directors in securities and stockholder class actions filed in the Northern District of California and Delaware Court of Chancery challenging a US$2.1B special purpose acquisition company (SPAC) merger between Holicity, Inc. and Astra Space, Inc., alleging federal securities violations and breach of fiduciary duty and disclosure claims, respectively. The matters were successfully resolved, including dismissal with prejudice of the securities action at the pleading stage. A follow-on derivative suit was also dismissed.
• Defended the former executives of a de-SPAC public company in a Multiplan style stockholder class action filed in the Delaware Court of Chancery brought against executives of the target company alleging aiding and abetting breach of fiduciary duty and disclosure claims. Jeff successfully obtained dismissal of the lawsuit for the company’s former president; a rare pleading stage win in such cases.
• Representing the former CEO of a publicly traded spatial data platform company in a Delaware Supreme Court appeal regarding improper trading restrictions.
• Representing Fathom Digital Manufacturing Corporation in an action related to its US$1.5B go-public de-SPAC transaction against a private investment in public equity (PIPE) investor that failed to fund its investment pursuant to a subscription agreement
• Defended the chief revenue officer and former interim CEO and director of Momentus, Inc. in a securities class action filed in the Central District of California, alleging violations of Sections 10(b) and 20 of the Exchange Act and Rule 10b-5 promulgated thereunder.
• Represented the board of directors of a public company in investigating, evaluating, and responding to shareholder litigation demands related to alleged misstatements in connection with financial reporting and restatements thereof.
• Defended Barclays Capital Inc., Merrill Lynch, J.P. Morgan, Citigroup, and UBS Securities, Wells Fargo and other financial institutions in a securities class action brought in state court alleging violation of Section 11 and Section 12 of the Securities Act.
• Represented the Special Committee of the Board of Directors of Caesars Acquisition Company (CAC) in potential litigation regarding a US$2B asset purchase and subsequent US$3.2B merger between CAC and Caesars Entertainment Corporation.
• Defended an executive vice president and general counsel of a large-format retail store chain and finance company in a breach of fiduciary duty action, successfully litigating multiple anti-SLAPP motions and a demurrer, resulting in the court dismissing the case with prejudice and awarding over US$200,000 in attorney’s fees.
• Represented the audit committee of a publicly traded biotechnology company in an internal investigation related to anti-touting and anti-fraud provisions of the federal securities laws including Sections 17(a) and 17(b) of the Securities Act and Section 10(b) of the Exchange Act.
• Advising public and private companies, including SPACs, and their officers and directors with respect to issues of fiduciary duties, securities laws, and business combinations and related litigation.
• Advising companies, trade organizations, and individuals regarding digital assets, blockchain, and cryptocurrency-related issues including private securities actions and civil and criminal enforcement proceedings.

White Collar Defense and SEC Enforcement Actions

• Defended the CEO of a publicly traded corporation in parallel criminal and U.S. Securities and Exchange Commission (SEC) enforcement actions alleging insider trading (Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder), tender offer fraud (Section 14(e) and Rule 14e-3), and securities fraud (18 U.S.C. § 1348). Jeff and team twice successfully tried the criminal action to jury verdict (10-week and 6-week trials) resulting in complete dismissal of all charges against the client, and the reversal of three convictions of a co-defendant.
• Co-led representation of The Chamber of Digital Commerce as amicus curiae in Securities and Exchange Commission v. Wahi et al., Case No. 22-CV-01009-TL (W.D. Wash. 2022).
• Defended an executive in an SEC enforcement action alleging securities and tender offer fraud including under Rules 10b-5 and 14e-3 of the Exchange Act. Jeff led the executive’s defense including filing a summary judgment motion that resulted in the most favorable settlement out of numerous defendants.
• Currently leading the defense of the largest criminal prosecution ever brought by the Tulare County District Attorney’s Office, alleging misappropriation of government funds (PC § 424), grand theft (PC § 514), conspiracy (PC § 182), money laundering (PC § 186.10), criminal conflicts of interest (GC § 1090) and other purported violations of the California Government Code. The investigation was conducted in conjunction with the California Department of Justice, the Attorney General’s Office, and FBI. Jeff led a day long demurrer argument, which resulted in the District Attorney having to amend the operative complaint. Jeff also led additional substantive briefing and argument against the Attorney General of California.
• Co-led representation of Valhil Capital, LLC as amicus curiae in Securities and Exchange Commission v. Ripple Labs Inc. et al., Case No. 1:20-CV-10832-AT-SN (S.D.N.Y. 2020), in support of defendants’ motion for summary judgment.
• Represented the audit committee of a publicly traded biotechnology company in responding to an SEC investigation related to anti-touting and anti-fraud provisions of the federal securities laws including Sections 17(a) and 17(b) of the Securities Act and Section 10(b) of the Exchange Act.
• Leading the representation of a former executive in the U.S. Department of Justice’s investigation into corruption, bribery, and fraud at the Los Angeles Department of Water and Power (DWP) and the Los Angeles City Attorney’s Office.
• Representing a complainant and witness in an investigation conducted by the State Bar of California into numerous attorneys regarding potential violations of the California Business & Professions Code and the California Rules of Professional Conduct related to, among other things, the Los Angeles City Attorney’s Office and the DWP.
• Represented a clothing company and its CEO in an investigation brought by the United States Attorney’s Office alleging importation and tax fraud, money laundering, and criminal forfeiture, including causes of action under 18 U.S.C. § § 541, 543, 545, 18 U.S.C. §§ 981, 982, and 18 U.S.C. § 1956.
• Leading the defense of a relief defendant in an SEC enforcement action alleging a Ponzi scheme of at least US$33M.
• Represented investment fund and its founder in government investigation related to pre-initial public offering (pre-IPO) funds and the marketing thereof.
• Responding to subpoenas issued by various governmental agencies on the state and federal level including the Department of Justice and SEC on behalf of entities and individuals.
• Conducting internal investigations and advising clients on potential exposure as a result government investigations and subpoenas.

Appellate Litigation

• Represented LaSalle Bank, N.A. (now Bank of America) in successfully affirming the dismissal of five related class actions that alleged the lender aided and abetted a fraudulent real estate investment scheme.
• Leading interlocutory appeal in the Ninth Circuit regarding the interplay of Article III standing and loss causation under the Exchange Act. 
• Representing former CEO of publicly traded company in a Delaware Supreme Court appeal with over $100M in controversy. 
• Represented the CEO of a public company in a Ninth Circuit appeal of a successful motion in limine in a criminal insider trading and securities fraud matter.
• Represented corporate executive and successfully argued appeal of order dismissing cause of actions against the executive alleging breach of fiduciary duty.
• Represented attorney and law firm clients in a successful petition for writ of mandate in the California Court of Appeal, successfully protecting the clients’ attorney work product from disclosure.

Other Representations

• Lead counsel to an indigent plaintiff in a federal Section 1983 jury trial alleging an illegal search and seizure, in which Jeff briefed and argued a successful pre-trial motion that allowed the admission of evidence regarding punitive damages and a jury instruction thereto.
• Representing a partner of a major law firm in a malpractice action.
• Represented a well-known Los Angeles private elementary school in a potential trademark and copyright infringement matter, successfully protecting the client’s mark.