The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Joshua Amsel, Partner—Litigation
Joshua Amsel is a partner in Weil’s Securities Litigation practice, where he focuses on defending shareholder class and derivative litigation, advising on M&A transactions and related litigation, and counseling boards, board committees and senior management with respect to securities, corporate governance, disclosure and regulatory issues, among others. Mr. Amsel also has extensive experience representing clients in connection with internal, governmental and regulatory investigations, including those before the DOJ, SEC, CFTC, NYSE and FINRA.
In 2016 and 2017, Mr. Amsel was named to Benchmark Litigation’s Under 40 Hot List. He has been named a New York “Rising Star” in Securities Litigation since 2011 by Super Lawyers Magazine, and was also named to Corporate Responsibility Magazine’s “Legal Who’s Who” in Securities Litigation for 2014. Mr. Amsel is Co-Chair of the Firm’s Hiring Committee and a member of the Firm’s Professional Development Committee. He also is a member of the American Bar Association, where he serves as Co-Chair of the M&A/Proxy Litigation subcommittee of the Securities Litigation committee of the ABA’s Litigation Section, and a member of the New York City Bar Association.
He received his B.S. from Cornell University in 1997, his J.D. from the Fordham University School of Law in 2000, and has been at Weil since graduating from law school.
Please provide an overview of what, substantively, your practice area entails.
Weil’s Securities Litigation practice is a 65-lawyer group that litigates and tries significant securities, derivative, M&A, and financial products cases; oversees sensitive internal and governmental investigations; and counsels clients, including boards of directors, board committees and senior management, on the full spectrum of business and corporate governance matters.
The practice’s headline achievements over the past couple of years evidence its breadth and the types and caliber of clients with whom we regularly work. For example, we achieved a decisive win for Sanofi in the first U.S. Court of Appeals decision to interpret the U.S. Supreme Court’s seminal decision in Omnicare concerning opinion liability under the federal securities laws—a foundational issue for all publicly-traded companies and their executives. And we spearheaded Morgan Stanley’s first jury trial in over a decade, winning a defense verdict, upheld on appeal, that defeated multimillion-dollar claims brought by a Russian oligarch and created new law relating to private party insider trading claims. As a result of these victories, just to name a couple, we were the only securities litigation practice with back-to-back Practice Group of the Year distinctions from Law360in 2016-17.
What types of clients do you represent?
We represent major corporations across, among other industries, retail and consumer products, real estate, pharmaceuticals, insurance, media, electronics, and oil and gas (including, by way of example only, General Electric, Genworth, AIG, Sanofi, Willis Towers Watson, Facebook, lululemon, ESPN, VOXX, Vivendi and Kinder Morgan), and financial institutions, including a large number of major and mid-market investment banks and private equity firms. In recent years, I have personally worked closely with, among other clients, Sanofi, Willis Towers Watson, Gentiva Health Services, Elizabeth Arden, and a number of investment banks and private equity firms, including Morgan Stanley, Bank of America, BlackRock, Providence Equity, Centre Partners and Snow Phipps. We believe our client mix—public and private companies across a host of industries, financial institutions, etc.—sets our practice apart.
What types of cases/deals do you work on?
Mirroring the breadth of our practice as a whole, my individual practice focuses on litigating securities class and derivative litigation; counseling clients, both targets and acquirors, in the M&A space, as well as defending any attendant litigation in the Delaware Court of Chancery and elsewhere; and advising corporate boards, board committees and senior management on securities, regulatory, disclosure, fiduciary duty and other issues. Some of my recent matters include: representing Sanofi, the global pharmaceutical company, in obtaining the dismissal of federal securities class and individual actions relating to contingent value rights issued in connection with its 2011, approximately $20 billion acquisition of Genzyme; defending Willis, the global insurance broker, in connection with multibillion-dollar securities class and individual actions arising out of the $7 billion Allen Stanford/Stanford Financial Group Ponzi scheme; successfully navigating Gentiva Health Services through shareholder class and derivative litigation in both federal and state court; and representing the former directors of Elizabeth Arden in obtaining the dismissal of a putative shareholder class action challenging Elizabeth Arden’s 2016 acquisition by Revlon.
How did you decide to practice in your area?
I was a Weil summer associate in 1999 and, at the time, was certain I would be an M&A lawyer. As a second-year law student at Fordham, I adored my Corporations and Securities Regulation courses, and left those courses wanting to practice in those areas, ignoring that they were taught largely through case law and believing I was destined to be a transactional lawyer. As a Weil summer associate, similar to our current summer program, I had the opportunity to try a number of different practice areas. I enjoyed my M&A rotation, but it became clear from my rotation through the Securities Litigation group that, while I definitely wanted to practice in the securities and M&A space, I wanted to do so as a litigator/counselor. The rest is history.
What is a typical day or week like in your practice area?
Given the hybrid nature of my practice, serving simultaneously as both litigation counsel and an advisor in situations where there may not be any active litigation, there really is no typical day or week. While there is often a somewhat regular ebb and flow of litigation, we also pride ourselves on dealing at the drop of a hat with crisis management, the need for which, unfortunately, occurs much more frequently than clients would like. Very suddenly, a client can run into an issue or hurdle on a deal, become embroiled in litigation, discover an unanticipated problem that requires investigation or remediation, or become the subject of a regulator’s or governmental body’s inquiry. Consequently, projects on which I work, to give just a few examples, could involve presentations to boards, board committees, senior management or regulators, oral argument in state or federal court, or simply advising a private equity firm regarding investment risk and governance issues.
What is the best thing about your practice area?
The variety of work and client touchpoints makes my job interesting and challenging, and that is probably the most consistently rewarding part of my practice. I should also mention that some high-profile matters at Weil make the front pages, and that brings an extra measure of excitement to our successes. However, even more satisfying is that we often achieve landmark decisions on behalf of our clients, or simply advise clients on various courses of action, that have a lasting, positive effect on their businesses and, at times, the law more generally. For example, I led a Weil team that obtained a significant Third Circuit decision affirming summary judgment for an important private equity client in a federal securities action that provided important protection to portfolio company board designees of private equity firms.
What is the most challenging aspect of your practice area?
Given the workflow, you have to wear many hats on any given day, and the challenge is delivering the best client service in every situation, even with competing demands. There is added pressure because clients in securities litigation are often facing huge challenges themselves, both financial and reputational. These are typically “bet the company”-type cases, so clients rely on us for complete mastery of the law, as well as guidance to help them navigate issues of business and media exposure that surround the legal dispute.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Courses like Corporations and Securities Regulation, among others, provide a solid foundation for what we do. But there are no special courses or experience that you must have to join our practice. Good judgment and an ability to be creative—thinking “outside the box,” given the novel, first impression problems with which we are presented daily—are the most important traits. Beyond that, Weil’s excellent mentoring and training programs will fill the substantive gaps, if there are any.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
For one thing, I think the name, “Securities Litigation,” is itself a misnomer, given that it may suggest that the practice is narrow or niche. For the reasons already stated, the practice is anything but. I also think there is some misconception about the duration of the cases we oversee and how that can impact your breadth of practice and experience. To be sure, there are and can be long-term cases in this area that require years to adjudicate, but by and large, I have enjoyed a fairly high turnover on my cases—due to our successes, to be sure—that has led to a large variety of work in any given year. Finally, I think there is a misconception that, as a rule, securities lawyers do not try cases. Our team has taken several high-profile matters through to trial and appeal to achieve significant victories for our clients. We of course attempt to win all of our cases long before trial, but our reputation as a firm that will, in fact, take securities cases to trial sets us apart and makes us even more formidable.
What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?
There are many things about the practice that set us apart from our peers. For one, Weil’s securities practice is fairly evenly split between securities fraud, M&A and fiduciary duty, and other complex shareholder litigation, such as bondholder disputes and restructuring-related claims, in addition to corporate counseling and internal and governmental investigations. For example, we have a formidable Delaware law practice, with a strong presence in the Delaware Supreme Court and the Delaware Court of Chancery, that affects corporate law in ways that other firms are not in a position to do. Our robust White Collar Defense, Regulatory & Investigations practice, while separate, closely coordinates with the Securities Litigation team, providing us with exposure to many more types of matters.
For another, we have a very close working relationship with Weil’s transactional lawyers, who are very good at bringing us into corporate transactions at the very beginning. That allows us to develop strong relationships with corporate clients long before there is any real or threatened litigation. Chambers USA consistently ranks our practice as one of the top 10 nationally and in New York. In 2017, Legal 500 US also recognized Weil, not for the first time, as among the top 10 practices nationwide for shareholder litigation.
What activities do you enjoy when you are not in the office, and how do you make time for them?
My time outside the office is typically devoted to family—specifically, spending time with my wife and my two kids, ages 10 and 7—watching the kids play sports or engage in other activities, seeing a Broadway show, vacationing, or just hanging out. This is not a 9-to-5 job, as we all know, and clients can and will call at any time (at night, during the weekend, etc.), but as long as you make it a priority to find time for your passions and interests outside the office, there is always enough time for them. And having the right balance between your work and personal life, to me, allows you to enjoy all of it that much more.