James J. Beha II

James J. Beha II

Education

Princeton University (A.B., 2002)
New York University School of Law (J.D., 2006)

Bar Admissions

New York

Clerkships

Hon. Kevin Thomas Duffy, U.S. District Court, S.D. New York (2008-2009)

Jim Beha is a partner in the Litigation Department of Morrison & Foerster’s New York office and a member of the firm’s Securities Litigation, Enforcement, and White-Collar Criminal Defense Group. He focuses on securities litigation and accountants’ liability litigation.

Mr. Beha defends public companies and their officers and directors in securities class actions, M&A litigation, shareholder derivative litigation, and other complex business disputes.  He also frequently represents accountants and accounting firms in litigation and regulatory enforcement proceedings.

Mr. Beha has extensive trial experience, including as lead trial counsel in contested hearings in both state and federal court, and he has briefed and argued appeals in federal and state appellate courts.

Mr. Beha represents clients in a broad range of industries, including accounting, financial services, insurance, computer software and hardware, health care, energy and natural resources, gaming and hospitality, and real estate.

Mr. Beha is a frequent author on topics related to securities litigation, M&A litigation, and other business litigation and corporate governance issues. His articles have been published in The New York Law Journal, Law360, The Harvard Law School Forum on Corporate Governance and Financial Regulation, Wall Street Lawyer, Deal Lawyers, and other leading legal publications. He is also a contributing author of the Association of Corporate Counsel’s “white paper” on managing shareholder derivative litigation and the co-author of “Settling a Class Action” in Settlement Agreements in Commercial Disputes: Negotiating, Drafting & Enforcement (Wolters Kluwer Law & Business) (2015 ed.).

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

Mr. Beha served as a law clerk to the Honorable Kevin Thomas Duffy, Senior United States District Judge in the Southern District of New York, during 2008 and 2009. 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 Matters

Securities Litigation

  • Representing BlackBerry Limited and its former officers in securities class action in the Southern District of New York related to BlackBerry’s accounting for its sales of BlackBerry 10 devices; all claims dismissed with prejudice. Pearlstein v. BlackBerry Limited, 93 F. Supp. 3d 233 (S.D.N.Y. 2015).
  • Representing the former CEO and CFO of Nortel Networks in securities class action in the Southern District of New York related to Nortel’s bankruptcy.
  • Represented Cirrus Logic Inc. and its officers in a federal securities class action and related shareholder derivative action. All claims dismissed with prejudice. Koplyay v. Cirrus Logic, Inc., No. 13 Civ. 790 (CM), 2013 WL 6233908 (S.D.N.Y. Dec. 2, 2013).
  • Represented several former Bear Stearns officers in securities litigation relating to Bear Stearns-issued residential mortgage-backed securities. 

M&A Litigation

  • Representing Softbank Corp. in breach of fiduciary duty and appraisal litigation in Delaware Chancery Court arising from Sprint’s acquisition of Clearwire Corporation. The plaintiff alleges aiding and abetting claims against Softbank as Sprint’s controlling shareholder.
  • Representing LeapFrog Enterprises and its directors in shareholder litigation in California Superior Court and the Northern District of California arising from LeapFrog’s acquisition by Vtech Holdings.   
  • Represented Boulder Brands and its directors in shareholder litigation arising from its $975 million acquisition by Pinnacle Foods.
  • Represented AmREIT, Inc., and its directors in multijurisdictional shareholder litigation arising from AmREIT’s $763 million acquisition by Edens Investment Trust.
  • Represented Vringo, Inc., and its directors in shareholder derivative litigation challenging merger-related compensation decisions; all claims dismissed. Chu v. Vringo, Inc., No. 9669-VCG, 2014 WL 2738816 (Del. Ch. June 16, 2014).
  • Represented Yahoo! Inc. and its directors in shareholder derivative litigation challenging share buy-back program; all claims dismissed. Zucker v. Loeb, No. 652678/2013 (N.Y. Sup. Commercial Division). 

Accountants' Liability

  • Representing Big Four audit partner in proceedings before the Public Companies Audit Oversight Board.
  • Represented Big Four accounting firm 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 in 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 claims, and awarded the plaintiffs less than 10% of their claimed damages.
  • Represented Big Four accounting firm in proceedings before State Board of Accountancy.

Bankruptcy Litigation

  • Represented the liquidating trust for MF Global Holdings, Ltd. and affiliated debtors in class action adversary proceeding under the WARN Act.
  • 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.
  • 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

  • Represented Bermuda insurance company Argus Group Holdings in litigation with deferred variable annuity policyholder relating to premium account investment loses; all claims dismissed on jurisdictional grounds. Calabrese v. Argus Grp. Holdings Ltd., C.A. No. 14-463-ML, 2015 WL 3952724 (D.R.I. June 29, 2015).
  • Represented the United States Tennis Association 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. Rothman v. USTA, 14 Civ. 7618 (DLC) (S.D.N.Y. 2014).

Regulatory Enforcement Matters

  • Represented a large enterprise software company and its former CFO in an SEC investigation regarding alleged revenue accounting improprieties and violations of the company’s code of ethics by employees in a foreign office.
  • Multiple representations of clients in regulatory inquiries from the SEC, FINRA, and other regulatory bodies.

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