Lawrence J. Zweifach is a former Chair of the Litigation Department of the New York office and a member of the Securities Litigation and Antitrust & Trade Regulation Practice Groups.  He joined Heller Ehrman in 2000.

Experience

Mr. Zweifach has had extensive experience handling civil and criminal matters, including securities, antitrust, SEC enforcement investigations and litigation, FCPA matters, corporate governance, internal investigations, white collar criminal defense, and complex commercial litigation.

Mr. Zweifach has substantial jury trial and appellate experience.  He has tried cases involving a wide variety of issues, ranging from securities, accounting, RICO, tax, and breach of contract, to bankruptcy and partnership disputes.  His experience includes numerous cases which he tried during his nine years as a federal prosecutor at the United States Attorney's Office for the Eastern District of New York, where he was Chief of the Criminal Division.

He has represented a broad spectrum of clients, including public and private corporations, public accounting firms, boards of directors, special committees, audit committees, corporate officers and directors, commercial and investment banks, investment advisors, hedge funds, mutual funds and broker-dealers.

He recently served as Special Counsel to the Independent Committee of The Starr Foundation and assisted the Independent Committee in conducting an investigation of the issues raised in a report issued by former New York State Attorney General Eliot Spitzer, in which it was alleged that Maurice R. “Hank” Greenberg and other board members of The Starr Foundation breached their fiduciary duties. 

Mr. Zweifach recently received the New York City Bar Association’s Thurgood Marshall Award for his pro bono defense of capital cases during the past 10 years.

Representative Engagements

Securities Litigation

• Blake Partners, Inc. v. Orbcomm, Inc., et al. (D. N.J. 2008):  Represents UBS Securities LLC and Morgan Stanley in shareholder class action alleging violations of Sections 11 and 12 of the Securities Act arising from the IPO of Orbcomm, Inc.
• City of Los Angeles v. Bank of America, N.A., et al. (Los Angeles County Superior Court 2008):  Represents UBS AG in action alleging that various financial institutions conspired to decrease the returns that public entities earned on municipal derivative instruments.
• City of Stockton v. Bank of America, N.A., et al. (San Francisco County Superior Court 2008):  Represents UBS AG in action alleging that various financial institutions conspired to decrease the returns that public entities earned on municipal derivative instruments.
• County of San Diego v. Bank of America, N.A., et al. (San Diego County Superior Court 2008):  Represents UBS AG in action alleging that various financial institutions conspired to decrease the returns that public entities earned on municipal derivative instruments.
• In re Refco Securities Litigation (S.D.N.Y. 2005): Represents former CFO of Refco Capital Corp. in connection with numerous securities fraud actions and related investigations arising out of the bankruptcy of Refco.
• In re Monster Worldwide, Inc. Stock Option Derivative Litigation (S.D.N.Y. 2006): Represents the former President of Monster Worldwide, Inc. in shareholder class action, derivative and ERISA litigation arising out of the alleged backdating of stock option grants.
• Nutall, et al. v. Dabah, et al. (D. N.J. 2007): Represents former General Counsel of The Children’s Place, Inc. in shareholder derivative litigation alleging the improper backdating of stock option grants.
• In re AOL Time Warner Securities Litigation: Represented Ernst & Young in federal class action, as well as related actions brought by large pension funds in six different states, arising out of allegedly fraudulent accounting by AOL, prior to and after its merger with time Warner.
• In re Enron Corporation Securities Litigation (S.D. Texas 2005): Represented former officer of CIBC in securities class action.
• Bruhl, et al. v. PricewaterhouseCoopers International Limited, et al. (S.D. Fla. 2003): Represents PricewaterhouseCoopers International Limited in purported class action and related cases arising from the demise of Lancer Offshore, Inc., a hedge fund.
• In re Royal Dutch/Shell Transport Sec. Litig., 380 F. Supp. 509 (D.N.J. 2005): Achieved dismissal of complaint against PricewaterhouseCoopers International Limited in securities class action brought by the shareholders of Royal Dutch Company and The Shell Transport and Trading Company regarding Shell's alleged overstatement of its proved oil reserves.
• Wyser-Pratt Management Co., Inc. v. Babcock Borsig AG, et al., 801 N.Y.S.2d 244 (N.Y. Sup. Ct. 2004), aff'd, 2005 WL 3072827 (N.Y. A.D. 1st Dep't Nov. 17, 2005): Obtained dismissal of complaint alleging, inter alia, fraud and RICO charges, against PricewaterhouseCoopers International Limited.
• Kasparek v. Lucent Technologies, Inc. et al. (W.D. Okla. 2004): Obtained dismissal of three, related complaints alleging fraud and negligent misrepresentation against PricewaterhouseCoopers LLP (US) by former employees of Lucent Technologies, Inc.
• Obtek L.P., et al. v. Lucent Technologies, Inc., et al. (Rockwall County, Tex. 2003): Obtained dismissal of complaint alleging fraud and negligent misrepresentation against PricewaterhouseCoopers LLP (US) brought by shareholders of telecommunications company acquired by Lucent Technologies, Inc.
• Litman, et al. v. UniCapital Corporation, et al. (S.D.Fla. 2001): Represented Ernst & Young in action by the former shareholders of an equipment leasing company who sold their company to UniCapital Corporation in exchange for UniCapital stock and cash, and claimed that Ernst & Young was responsible for material misstatements and omissions in a registration statement upon which they relied.    
• In re Safety-Kleen Rollins Shareholders Litigation (D.S.C. 2000): Achieved dismissal of class action complaint brought against PricewaterhouseCoopers LLP (Canada) by former shareholders of Rollins Environmental Services, Inc., who claimed that they relied upon misstatements in audited "carve-out" financial statements included in proxy statements seeking shareholder approval of a reverse acquisition.
• In re Laidlaw Stockholders Litigation (D.S.C. 2000); In re Laidlaw Bondholders Litigation (D.S.C. 2000): Represented PricewaterhouseCoopers LLP (Canada) in securities class actions brought by shareholders and bondholders of Laidlaw Inc. that were filed after Laidlaw announced impairment charges to the value of goodwill relating to its healthcare business and an SEC investigation concerning its hazardous waste business.
• Safety-Kleen Corp. v. PricewaterhouseCoopers LLP (Circuit Court, Richland County, S.C. 2001): Represented PricewaterhouseCoopers LLP (Canada) in an action brought by Safety-Kleen and certain of its former directors alleging negligent misrepresentation and professional negligence concerning audit of landfill amortization expenses and revenue recognition practices.
• In re Physician Computer Network, Inc. Securities Litigation (D.N.J. 1998): Represented Physician Computer Network, Inc. in shareholder class action.
• Romer v. Physician Computer Network, Inc., et al. (Superior Court, Norfolk County, Mass. 1998): Defended Physician Computer Network, Inc. in action alleging fraud and violations of the Massachusetts Uniform Securities Act in connection with a merger transaction.
• Accousti, et al. v. Wolas, et al. (E.D.N.Y. 1995): Represented Hunton & Williams in eight related actions, including a class action, charging securities fraud violations in connection with an alleged investment scheme conducted by a former partner of the firm.
• Plymack, et al. v. Copley Pharmaceutical, Inc., 1995 U.S. Dist LEXIS 15104 (S.D.N.Y. 1995): Represented Copley Pharmaceutical, Inc. in an action alleging federal securities fraud and state law violations in connection with a transaction in which Copley repurchased shares originally sold to plaintiffs in a private placement.
• United Vanguard Fund, Inc., et al. v. TakeCare, Inc., et al. (Del. Ch. Ct. 1995): Represented The Hillman Foundation in an action alleging that the board of directors of TakeCare, Inc. breached their fiduciary duties in connection with their efforts to sell the company.
• Bronzaft v. Caporali, et al., 616 N.Y.S. 2d 863 (N.Y. Sup. Ct. 1994): Obtained dismissal of complaints against former president of Grumman Corporation in two shareholder derivative actions.
• Armstrong v. McAlpin, et al. (S.D.N.Y. 1994): Represented the receiver of Capital Growth Company, S.A., a closed-end mutual fund, in an action alleging that various entities and individuals looted the fund.
• Pincus v. Oppenheimer & Co., Inc., et al., 1989 U.S. Dist. LEXIS 3124 (S.D.N.Y. 1989), aff’d, 936 F. 2d 759 (2d Cir. 1991): Achieved dismissal of class action complaint against Quest For Value Dual Purpose Fund, Inc., which alleged that the prospectus of the fund contained material misrepresentations and omissions. The decision of the Second Circuit Court of Appeals, affirming the dismissal of the action, established important and oft-cited law regarding the "bespeaks caution" doctrine.
• Iacobucci, et al. v. Universal Bank of Maryland, et al. (S.D.N.Y. 1990): Represented Universal Bank of Maryland in class action alleging that the bank and three other financial institutions engaged in a fraudulent credit card program in violation of RICO and the federal securities laws.
• FDIC, as Manager of the FSLIC Resolution Fund and as Receiver for Territory Savings & Loan Association v. FSI Futures, Inc., et al. (S.D.N.Y. 1990): Represented FDIC in action alleging violations of the federal securities laws and the Commodities Exchange Act.
• Bancroft Convertible Fund, Inc. v. Zico Investment Holdings, Inc. (D.N.J. 1987): Represented Zico Investment Holdings, Inc. in hostile takeover litigation concerning Zico's tender offer for shares of Bancroft Convertible Fund, Inc.
• Diasonics, Inc. v. Waxman, et al. (Del. Ch. Ct. 1988): Represented Integrated Resources, Inc. and affiliated companies in action concerning Integrated Resources' attempt to acquire control of Diasonics.
• Lazar v. Icahn (S.D.N.Y. 1987; Markleebeth v. Icahn (N.Y. Sup. Ct. 1988); Shingala v. Icahn (Del. Ch. Ct. 1988): Represented Carl C. Icahn, ACF Industries, Inc., and Trans World Airlines, Inc. ("TWA") in derivative lawsuits filed by shareholders of TWA arising out of the sale and transfer of stock rights in Texaco, Inc. and Penzoil Company by TWA to ACF Industries, Inc.
• Ronald Baron and Baron Capital, Inc. v. Strawbridge & Clothier, Inc. (3d Cir. 1986): Represented Ronald Baron and Baron Capital, Inc. before the Third Circuit Court of Appeals in appeal of an action brought in connection with their effort to acquire control of Strawbridge Clothier.

Antitrust Litigation

• Represented international air cargo carrier in federal criminal antitrust investigation.
• In re Visa Check/MasterMoney Antitrust Litigation (E.D.N.Y. 2002): Represented Visa U.S.A. in a nationwide federal antitrust class action brought on behalf of all retail merchants that accept Visa cards, alleging that Visa illegally tied acceptance of Visa debit cards to acceptance of Visa credit cards, and attempted to monopolize the market for point-of-sale debit cards. The case has been reported to be the largest private treble damage action in U.S. history.
• United States v. Michel Coniglio (E.D. Pa. 2002): Represented president of Carbone Lorraine of North America in criminal antitrust prosecution.
• In re Isostatic Graphite AntitrustLitigation (E.D. Pa. 2002): Represented president of Carbone Lorraine of North America in civil antitrust action.
• Char-Mar Pharmacy, Inc., et al. v. Abbott Laboratories, et al. (E.D.N.Y. 1999): Represented Zenith Goldline Pharmaceuticals, Inc. in class action alleging violations of the Sherman Act.
• Asher, et al. v. Abbott Laboratories, et al. (N.Y. Sup. Ct. 1999): Represented Zenith Goldline Pharmaceuticals, Inc. in purported class action alleging that Zenith Goldline participated in a conspiracy to keep generic versions of a certain prescription drug off the market, in violation of New York State’s Donnelly Act.
• United States v. Manufacturers Corrugated Box Company, Inc. (S.D.N.Y. 1996): Defended Manufacturers Corrugated Box Company, Inc. in prosecution for criminal antitrust violations as well as parallel, civil antitrust litigation.
• United States v. Manesh, et al. (E.D.N.Y. 1998): Represented president of real estate development firm in prosecution for criminal antitrust violations.

White Collar and SEC Enforcement Litigation

• Conducted internal investigations for numerous public and private companies.
• Represents managing director of hedge fund in connection with SEC investigation of insider trading.
• Represents CEO of multi-national corporation in connection with federal grand jury investigation being conducted by U.S Attorney’s Office for the Southern District of New York.
• In the Matter of Wallace G. Haislip, SEC Release No. 54030, June 22, 2006: Represented former CFO of Scientific Atlanta, Inc. in SEC enforcement proceedings arising out of business transactions between Scientific Atlanta and Adelphia Communications Corporation.
• United States v. Bayly, et al. (S.D. Texas 2003): Represented former managing director of Merrill Lynch at the trial of the so-called “Nigerian Barge Case” prosecuted by the Enron Task Force.
• Represented audit partner of Deloitte Touche LLP in SEC enforcement proceeding and related, state accountancy board disciplinary actions arising out of audit work performed for Just For Feet, Inc.
• SEC v. Daniel Ferguson (S.D. Tex. 2004): Represented former officer of CIBC in SEC enforcement action.
• Represented chairman of major financial services firm in investigations by the New York State Attorney General's Office and SEC regarding "market timing."
• Represented research analyst for investment bank in investigation by the New York State Attorney General’s Office.
• Represented "Big Four" accounting firms in SEC and federal grand jury investigations.
• Defended auditors in investigations and disciplinary proceedings brought by state accountancy boards.
• Represented law firms in federal grand jury and SEC investigations.
• United States v. Tacher (E.D.N.Y. 1999): Represented president of Kensington Wells, a brokerage firm, on charges that he directed securities fraud and money laundering scheme through the use of fraudulent initial public offerings of securities.
• In the Matter of Jean-Paul Bolduc, et al. (SEC Administrative Proceeding 1997): Defended comptroller of W.R. Grace & Company in SEC enforcement action alleging that he engaged in a scheme to manipulate the company's earnings through the use of "cookie jar" reserves.
• Represented public official in an investigation by the Manhattan District Attorney's Office concerning alleged "no-show" jobs in the New York State legislature.
• Represented New York City Councilman in investigations by the New York State Attorney General's Office, U.S. Attorney's Office for the Southern District of New York, and the U.S. Attorney's Office for the Eastern District of New York.
• United States v. Cliff International, Ltd. (D.N.J. 1996): Represented Cliff International, Ltd. in prosecution for money laundering and violations of the customs laws.
• SEC v. Downe, et al. (S.D.N.Y. 1992): Defended Milton Weinger, a former broker for Oppenheimer & Co., Inc., in an SEC enforcement action alleging that he participated in an insider trading scheme.

Commercial Litigation

Pro Bono

• Johnson v. State of Alabama (Walker County Circuit Court, Ala. 2005): Represents defendant sentenced to death in Alabama state prison in connection with habeas corpus petition.
• Boy Scouts of America v. District of Columbia Commission on Human Rights (D.C. Court of Appeals 2002): Prepared brief for amicus curiae Unitarian Universalist Association in support of decision of the District of Columbia Commission on Human Rights holding that the Boy Scouts of America violated the District of Columbia Human Rights Act by denying membership to two adults on the basis of their sexual orientation.
• Grievance Committee for the Eastern District of New York v. Teddy Moore (E.D.N.Y. 2001): At the Request of the Chief Judge of the United States District Court for the Eastern District of New York, investigated disciplinary matter and prepared Report and Recommendation for the Court, which is cited in decision imposing reciprocal discipline by Judge Rakoff of the United States District Court for the Southern District of New York.  In the Matter of Teddy Moore, 177 F. Supp. 2d 197 (S.D.N.Y. 2001).
• Grievance Committee for the Eastern District of New York v. Seymour Friedman (United States Court of Appeals, Second Cir. 1996): At the request of the Board of Judges of the United States District Court for the Eastern District of New York, successfully represented the Court before the United States Court of Appeals for the Second Circuit, in an action challenging the constitutionality of the Court’s disciplinary system.

Publications

• "The Sentencing of Individuals Convicted of Violating the United States Antitrust Laws: An Overview of Basic Principles Under the Federal Sentencing Guidelines,"   British Institute of International and Comparative Law, International Cartels Conference.  02.2008
• "The Investigation and Prosecution of Corporate Executives Located Outside the United States by the Antitrust Division of the United States Department of Justice,"   British Institute of International and Comparative Law, International Cartels Conference.  02.2008
• “Defending Parallel Proceedings: Basic Principles and Tactical Considerations”  Practising Law Institute  2008
• “Recent Developments in the Criminal Prosecution of Federal Securities Law Violations,”  Practising Law Institute  2007
• “United States v. Stein and the Advancement of Attorney’s Fees: The Thompson Memorandum Under A Microscope,”  Practising Law Institute  2006
• "Loss Causation and the Criminal Prosecution of Securities Law Violations"   Practising Law Institute  2005
• "New Principles for Federal Prosecution of Business Organizations"  Practising Law Institute  2003
• Current Developments and Issues in the Criminal Prosecution of Federal Securities Law Violations  Securities Reform Act Litigation Reporter  1.1.2002
• "Obstruction of Justice: An Overview of the Basic Principles"  Practising Law Institute  2002
• "Recent Developments in the Standard for Pleading Claims Under the Private Securities Litigation Reform Act"  Securities Reform Act Litigation Reporter  2002
• "Recent Developments in the Settlement of Securities Class Actions"  Practising Law Institute  2001
• "Deposing the Expert Witness"  Practising Law Institute  2000
• "Sentencing Findings & Parallel Proceedings: Watch Out for Collateral Estoppel,"   Business Crimes Bulletin  1999
• "Deposition Strategy in the Framework of an Overall Discovery Plan,"   Practising Law Institute  1998
• "The Criminal Prosecution of Federal Securities Law Violations: When Do Officers and Directors Become Targets of Criminal Proceedings?"   Practising Law Institute  1998
• "Internal Corporate Investigations,"  Practising Law Institute  1995
• "Basic Principles of the Law of Insider Trading,"   Practising Law Institute  1995
• "Obtaining Deposition Testimony and Other Discovery Under 28 U.S.C. Section 1782,"   Practising Law Institute  1994
• "Compliance Procedures: Preventing and Mitigating Criminal and Civil Liability of Corporate Defendants,"   Practising Law Institute  1993
• "The Investigative Accountant and Confidentiality in a Criminal Tax Fraud Investigation,"   The CPA Journal  1993