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 M&A litigation.

Jim defends public companies and their officers and directors in securities class actions, M&A litigation, shareholder derivative litigation, and other complex business disputes, as well as in securities-related regulatory enforcement matters before the SEC and various other federal and state regulators. He also advises corporate boards and special committees in connection with internal investigations and responses to shareholder demands and advises directors, officers, and in-house counsel on disclosure and corporate governance matters.

Jim represents clients in federal and state trial and appellate courts throughout the country and in various arbitral forums. He has particular experience in New York federal and state courts and in the Delaware Chancery Court.

Jim has extensive trial experience, including as lead trial counsel in contested hearings in both state and federal court. In recent years, he has been a member of multiple trial teams that successfully defended against claims of over $200 million. He has also briefed and argued appeals in federal and state appellate courts, including the Second Circuit and the New York Supreme Court Appellate Division.

Jim 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.

Jim 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 several book chapters in leading treatises, including “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); “Director and Officer Liability” in Commercial Litigation in New York State 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 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.

In 2008 and 2009, Jim served as a law clerk to the Honorable Kevin Thomas Duffy, Senior 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 Matters

Federal Securities Class Actions

  • Represent 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.
  • Represent 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

  • Represent Japanese technology giant SoftBank Corporation in high-profile fiduciary duty and appraisal claims in Delaware Chancery Court 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. The Clearwire stockholder plaintiffs sought more than $250 million in damages from SoftBank for allegedly aiding and abetting breaches of fiduciary duty in the transaction. The plaintiffs also sought judicial appraisal requiring Sprint to pay them more than $15 per share for their Clearwire stock. Following a two-week trial, the Chancery Court found that the Sprint/Clearwire merger was entirely fair to Clearwire stockholders, entered judgment in SoftBank’s favor on the plaintiffs’ fiduciary claim, and appraised the plaintiffs’ Clearwire stock at only $2.13 per share. ACP Master, Ltd. v. Sprint Corp., C.A. No. 8508-VCL, C.A. No. 9042-VCL, 2017 WL 3105858 (Del. Ch. July 21, 2017).
  • Represented 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. We successfully moved to dismiss the state court actions and defeated the federal plaintiffs’ motion for expedited proceedings, allowing the transaction to close as scheduled. Post-closing, we successfully moved to dismiss the federal case. Manger v. LeapFrog Enterprises, Inc., 2017 WL 1861799 (N.D. Cal. May 9, 2017).
  • Represented Evercore Partners, financial advisor to ExawWorks Group, in shareholder litigation in Delaware Chancery Court arising from private equity firm Leonard Green Partners’ $2.2 billion buyout of Examworks.
  • 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 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

  • Represented 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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