James J. Beha II

Partner | New York

jbeha@mofo.com | (212) 336-4079

jbeha@mofo.com
(212) 336-4079

Jim Beha represents clients in high-stakes litigation matters, including securities, mergers and acquisitions, and directors’ and officers’ liability litigation.

Jim defends public companies, corporate officers and directors, and underwriting syndicates in securities class action litigation and other securities‑related matters, including M&A litigation, shareholder derivative litigation, and SEC enforcement proceedings. He also advises corporate boards, special committees, and directors in connection with internal investigations, responses to shareholder demands, disclosure issues, and other corporate governance matters.

A frequent author on topics related to securities litigation, M&A litigation, and other business litigation issues, Jim has published articles in The New York Law Journal, Law360, The Harvard Law School Forum on Corporate Governance and Financial Regulation, and other leading legal publications. He is also co-author of chapters in several leading treatises, including “Director and Officer Liability” in Commercial Litigation in New York State Courts (Thomson Reuters); “Settling a Class Action” in Settlement Agreements in Commercial Disputes: Negotiating, Drafting & Enforcement (Wolters Kluwer Law & Business); “Securitization and Structured Finance Litigation” in Business and Commercial Litigation in Federal Courts (Thomson Reuters); and “Insider Trading Laws and Employee Stock Compensation” in Insider Trading Law and Developments (ABA).

Jim is an active member of the Federal Bar Council, currently serving on its Second Circuit Courts Committee and in the Council’s Inn of Court. He also serves as co-chair of the New York State Bar Association’s Securities Litigation and Arbitration Committee.

Jim served as a law clerk to the Honorable Kevin Thomas Duffy, United States District Judge in the Southern District of New York. He received his A.B. with honors from Princeton University in 2002 and his J.D. from New York University School of Law in 2006.

Representative Experience

Securities Class Action Litigation
  • Pearlstein v. BlackBerry Limited (Southern District of New York). Representing BlackBerry Limited and its former officers in securities class action related to BlackBerry’s accounting for its sales of BlackBerry 10 devices.
  • Turner Insurance Agency, Inc. v. Farmland Partners, Inc. (District of Colorado). Representing Farmland Partners—a real estate investment trust (REIT) traded on the New York Stock Exchange—and its CEO and CFO in securities class action related to its disclosures of loans made through its loan program.
  • Hayden v. Portola Pharmaceuticals, Inc. (Northern District of California). Representing underwriter defendants (including Goldman Sachs and Citigroup) in securities class action related to Portola Pharmaceuticals’ disclosures in connection with secondary stock offering.
  • Lucescu v. Zafirovski (Southern District of New York). Successfully defended the former CEO and CFO of Canadian telecom Nortel Networks in securities class action related to Nortel’s bankruptcy. Won motion to dismiss all claims with prejudice.
  • Koplyay v. Cirrus Logic, Inc. (Southern District of New York). Successfully defended semiconductor supplier Cirrus Logic Inc. and its officers in a federal securities class action. Won motion to dismiss all claims with prejudice.
  • Bear Stearns RMBS Litigation. Represented several former Bear Stearns employees in various securities class action cases relating to Bear Stearns’ residential mortgage-backed securities business.
Shareholder Derivative Litigation
  • Represented the following companies and/or their officers and directors in shareholder derivative litigation: AmREIT, Boyd Gaming, Cirrus Logic, Farmland Partners, LeapFrog Enterprises, UnitedHealth, Vringo, and Yahoo!
M&A Litigation
  • ACP Master, Ltd. v. Sprint Corp. (Delaware Chancery Court). Successfully defended Japanese technology giant SoftBank Corporation against claims challenging Sprint Corporation’s $3.1 billion acquisition of Clearwire Corporation, completed in connection with SoftBank’s $21.6 billion acquisition of a controlling interest in Sprint. Clearwire stockholder plaintiffs sought more than $250 million in damages from SoftBank for allegedly aiding and abetting breaches of fiduciary duty in the transaction. Following a two‑week trial, Chancery Court found the Sprint/Clearwire merger entirely fair to Clearwire stockholders and entered judgment in SoftBank’s favor.
  • ExamWorks Group, Inc. Shareholder Litigation (Delaware Chancery Court). Successfully defended Evercore Group as financial advisor to ExamWorks Group, Inc. in litigation arising from ExamWork’s $2.2 billion acquisition by an affiliate of private equity firm Leonard Green & Partners.
  • Manger v. LeapFrog Enterprises, Inc. (Northern District of California); Hoppy v LeapFrog Enterprises, Inc. (California Superior Court, Alameda County). Successfully defended LeapFrog Enterprises and its directors in shareholder litigation arising from LeapFrog’s acquisition by Vtech Holdings. Won motion to dismiss seven consolidated state court actions and defeated plaintiffs’ motion for expedited proceedings in federal action, allowing the transaction to close as scheduled; post-closing, won motion to dismiss federal action.
  • Palkon v. Leighton (Boulder City Colorado District Court). Represented Boulder Brands, Inc. and its executives and directors in a shareholder class action resulting from allegations of breach of fiduciary duty in its acquisition by a packaged foods company. Secured favorable settlement.
Professional Liability
  • FutureSelect Portfolio Management v. Tremont Group Holdings, Inc., (King County Washington Superior Court). Defended Ernst & Young in litigation related to its audits of the financial statements of Bernard Madoff “feeder funds,” in which the plaintiffs sought to recover over $110 million for losses from the Madoff fraud. After a five-week trial, the jury returned a defense verdict on the plaintiffs’ securities law claims, found the plaintiffs contributorily negligent on their common law negligence claims, and awarded the plaintiffs less than 10% of their claimed damages.
  • Represented Big Four accounting firms before the Public Companies Audit Oversight Board and state boards of accountancy.
Bankruptcy Litigation
  • MF Global Holdings, Ltd. WARN Act Class Action (Bankruptcy, Southern District of New York). Defended the liquidating trust for MF Global Holdings, Ltd. and affiliated debtors in class action adversary proceeding under the WARN Act.
  • In re Soundview Elite Limited (Bankruptcy, Southern District of New York). Represented the joint official liquidators of three Cayman Islands investment funds in cross-border proceedings in the Cayman Islands and the United States, including investigation into potential fraudulent transactions and mismanagement by the funds’ former managers and directors, which ultimately led to appointment of a Chapter 11 trustee over the funds’ U.S. estates.
  • In re Residential Capital, LLC (Bankruptcy, Southern District of New York). Represented ResCap LLC, one of the largest residential real estate finance companies, in connection with the successful settlement of billions of dollars of residential mortgage-backed securities claims (and more than two dozen securities cases) as part of ResCap’s bankruptcy proceedings.
Commercial Litigation
  • Calabrese v. Argus Group Holdings Ltd. (District of Rhode Island). Successfully defended Bermuda insurance company Argus Group Holdings in litigation with deferred variable annuity policyholder relating to premium account investment loses. Won motion to dismiss all claims on jurisdictional grounds.
  • Rothman v. United States Tennis Association(Southern District of New York). Successfully defended the USTA in litigation relating to the 2014 Eastern Sectional Championships; plaintiffs voluntarily dismissed action challenging the format of the Eastern Sectionals after Court denied motion for preliminary injunction.
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