Samuel J. Lieberman
Top rated Securities Litigation attorney in New York, New York
Practice Areas:
Securities Litigation,
Business Litigation,
Criminal Defense
Education Qualification:
Columbia Law School
Practice Areas:
Securities litigation,
Business litigation,
Criminal defense
551 5th Avenue, 21st FloorNew York, New York, 10176
First Admitted: 2001, New York
Professional Webpage: https://www.sadis.com/attorneys/sam-lieberman
Bar / Professional Activity:
- U.S. Courts of Appeals for the Second, Third, Fifth and Ninth Circuits
- U.S. Supreme Court
- U.S. District Courts for the Southern and Eastern District of New York
- Member of the Association of the Bar of the City of New York
- Member, American Bar Association Litigation Committee; New York City Bar
Verdicts / Settlements (Case Results):
- Obtained dismissal of all claims in lawsuit seeking hostile acquisition of 49% interest in financial services company by obtaining dismissal of all claims. Belesis v. Hudson Fin. Partners, LLC, No. 650692/2012 (N.Y. Sup. Ct., March 11, 2013).
- Succesfully defended cryptocurrency fund and portfolio manager in investigation by FINRA Department of Enforcement into bitcoin futures losses on OKX exchange. Obtained FINRA termination letter, with no claims brought against client., 2022
- Successfully defended blockchain-focused Venture Capital fund against S.E.C. investigation into valuation; obtained S.E.C. termination letter without any claims brought against client, 2022
- Won full recovery of $8 million of Polkadot cryptocurrency tokens for hedge fund in arbitration to recover assets , 2021
- Won full defense victory in arbitration for cryptocurrency hedge fund and cryptocurrency inventor against $33 million claims for breach of contract and breach of fiduciary duties by former officer of fund., 2022
- Won $57.8 million trial verdict in appraisal rights action for minority private equity investor, achieving a significant premium over deal price, and obtaining an investment exit that was over 50 times higher per share than exit price for one of the world's largest private equity firms. , 2021
- Cerisano v. Interactive Brokers, LLC, No. 13-03526 (January 14, 2015): Won $2.4 million FINRA arbitration award for a large trader alleging misstatements about VIX futures, serving as trial counsel handling all ten witnesses during a hearing that spanned two weeks. This award was more than three times higher than any previous FINRA arbitration award against Interactive Brokers.
- Christensen v. Twin Focus Capital Partners, LP, No. 13148Y0232-09 (2011): As trial counsel, obtained complete victory for Respondent in AAA arbitration against claims of negligence and breach of fiduciary duties arising out of investment in fund of funds that had selected Bernard Madoff as one of its underlying advisors.
- Represented Ader Investment Management in successful short-slate proxy contest against IGT, Inc. board. Proxy contest coincided with 56% stock price increase related to investment.
- SEC Ad. Pro. File No. 3-16178 (Securities Act Rel. No. 9795, May 28, 2015): As lead counsel, obtained favorable settlement of high-profile SEC insider trading case, resulting in no bar or suspension, a no admit-no deny settlement of negligence-based claim of Section 17(a)(3) of the Securities Act, and relatively small civil penalty. Won rare award of partial summary disposition against SEC Enforcement Division claims, which provided leverage to negotiate original allegation of nine claims of intentional insider trading down to just one negligence-based claim in final settlement.
- Orchard Enterps. Appraisal Litig., 2012 WL 2923305 (Del. Ch. July 18, 2012, aff’d Mar. 28, 2013): Successfully represented appraisal arbitrage hedge fund in obtaining post-trial judgment of 128% above merger price.
- Represented hedge fund that at one time held $800 million AUM in litigation against SEC, including negotiating favorable settlement after obtaining Court order requiring SEC to amend and refile complaint to address deficiencies raised by motion to dismiss.
- San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc., et al., 2010 WL 4273171 (Del. Ch. 2010)*: Successfully represented pension fund in precedent-setting challenge to “Proxy Puts,” including post-trial verdict holding majority slate of dissident directors could be elected and approved without triggering Proxy Put and favorable settlements that disabled Proxy Puts in pending and future proxy contests.
- In re Orchard Enterps. Inc. S’holder Litig., 88 A.3d 1 (Del. Ch. 2014): Successfully represented merger arbitrage hedge fund as Co-Lead Counsel in a fiduciary duty action that recovered 195% above merger price for cashed-out stockholders. Argued all motion practice, including obtaining partial summary judgment. Obtained a total class settlement fund of $10.725 million.
- Successfully represented Senior Managing Director of leading Equity Research and Trading firm in internal investigation into tipping inside information, resulting in finding that client did not violate any investment-related statutes.
Videos:
- Current Trends and Cross-Border Developments, Shareholder Activism in North America, 2014
- The importance of successfully managing and containing risk events cannot be overstated. This session will provide guidance for a strong compliance culture effectively handling regulatory investigations and succeeding through litigation when necessary. Our presenters will help attendees: minimize reputational risks; determine what a CCO needs to do when a compliance program fails; minimize the damage from regulatory investigations; and effectively litigate enforcement proceeding to successful outcomes., Dealing with the Regulators: Examinations, Investigations and Litigation with SEC and Others, 2015
Representative Clients:
- Hedge funds, Private Equity Funds, Broker-Dealers and Family Offices
Special Licenses / Certifications:
- Admitted in State of New York, Southern and Eastern Districts of New York, U.S. Court of Appeals for Ninth Circuit; U.S. Supreme Court
Pro bono / Community Service:
- Member, Pro Bono Panel, U.S. Court of Appeals for the Second Circuit 2006-09
- Member of the American Technion Society’s Leadership Development Committee
Honors:
- New York Metro Rising Star – Securities Litigation 2013-2014
- Litigator of the Week Runner Up, American Lawyer, April 22, 2019
- New York Metro Super Lawyer 2018-2019
- Editor, Columbia Law Review; Kent Scholar; Law Clerk, Hon. Raymond C. Fisher, U.S. Court of Appeals for Ninth Circuit, 1999-200; Hon. Patricia M. Wald (Ret.), U.S. Court of Appeals for D.C. Circuit, 1999; Corpus Juris Secundum Award for Scholastic Excellence; CALI Excellence for the Future Award
- Martindale-Hubbell AV Preeminent Peer Rated, Martindale-Hubbell, 2017
- Sam Lieberman - Recognized, 2010 Appellate Hot List, The National Law Journal, 2010
- Sam Lieberman - winner in the category of Securities Litigation, Winner in Category of Securities Litigation, Corporate LiveWire Global Awards, 2016
Educational Background:
- Binghamton University, Bachelor of Arts (History/Philosophy), 1996
- Columbia Law School (J.D.; Kent Scholar; Senior Editor, Columbia Law Review), 1999
White Papers:
- Sullivan v. Harnisch and SEC Proposed Whistleblower Rules Bolster Internal Compliance Programs While Creating Catch-22 for Compliance Officers, 2011
- Whistleblower rules -- most hedge fund employees can bypass internal compliance but have no remedy for internal report retaliation, 2011
- The Activist Report Interview with Doug Hirsch and Sam Lieberman Doug Hirsch and Sam Lieberman was interviewed by 13D Monitor for the May 2016 edition of The Activist Report. Here is an excerpt from the article. 13DM: The size of the activist investor community is growing at an exponential rate. You represent seasoned activists and first-time activists as well as activists across that spectrum. Do you see a difference in how different types of activists are received by boards with whom they engage? Doug Hirsch & Sam Lieberman: Absolutely. I think newer activists have a greater burden to prove their credibility with the board and management. Our seasoned activist clients, who have won proxy contests before, have credibility the moment they arrive. Boards are much more likely to have meaningful engagement with them. But newer activists need to quickly show a board of directors that they have a serious and significant activist plan. And I think the first impression a new activist makes is critical because a new activist already has an uphill battle to be taken seriously. So the first contact a new activist makes with the board or management can dictate the course of the entire activist campaign., The Activist Report - Ten Questions, 2016
Scholarly Lectures / Writings:
- D.C. Circuit Rejects Constitutional Challenge to SEC In-House Courts - Sadis & Goldberg The SEC’s increasing use of in-house courts has drawn criticism as a cynical ploy to increase its chances of winning while avoiding protections available to defendants in federal court – resulting in several constitutional challenges.[1] But the U.S. Court of Appeals for the D.C. Circuit has rejected a Constitutional challenge to the SEC’s use of in-house courts under the Appointments Clause, in Raymond J. Lucia Companies v. S.E.C., (D.C. Cir., Aug. 9, 2016). The SEC’s winning percentage in in-house courts has been 90%, compared to 69% in federal court contested cases.[2] Thus, defendants have challenged the constitutionality of SEC in-house courts to force the SEC into federal court. The D.C. Circuit’s Lucia ruling likely brings an end to this defense tactic and means the SEC’s increasing use of in-house courts is here to stay., D.C. Circuit Rejects Constitutional Challenge to SEC In-House Courts, 2016
- Columbia Law School (J.D. 1999; Kent Scholar; Senior Editor, Columbia Law Review)
- Stewart Conviction Reveals Government Blueprint for Proving Insider Trading Post-Newman - Sadis & Goldberg New York federal prosecutors found a way around U.S. v. Newman to win a major insider trading conviction against Sean Stewart, a former major investment bank Managing Director, which likely will become a blueprint for future tipper-tippee cases. Newman made it harder to prove tipper-tippee insider trading, by requiring “a meaningfully close personal relationship that generates an exchange that … represents at least a potential gain of a pecuniary or similarly valuable nature,” for the tipper. 773 F.3d 438, 452 (2d Cir. 2014). It led to the reversal of over a dozen insider trading convictions, and to government complaints that it “creat[ed] an obvious roadmap for unscrupulous investors” to avoid prosecution.[1] But Stewart’s conviction shows prosecutors may have found a roadmap for success to get around Newman. , Stewart Conviction Reveals Government Blueprint for Proving Insider Trading Post-Newman, 2016
- This article summarizes the background of this focus on expense allocations and, drawing from the recent SEC enforcement actions focused on this issue, identifies both the types of expenses and disclosure breakdowns that caught SEC attention and the remedial measures sought by the SEC informing the ensuing settlement arrangements., Co-Author, The SEC Turns Up the Heat on Private Equity Expense Allocations, Journal of Investment Compliance, Accounting And Finance, 2016
- This article summarizes four recent insider trading trials where the S.E.C. lost the case, and highlights defenses and strategies that lawyers and litigants can use to win against the S.E.C. at trial., Author, "The SEC Loses Four High-Profile Trials in a Four-Month Span: Circumstances and Lessons", Securities Litigation Commentator, 2014
- This article summarizes the SEC's Whistleblower Rules and identifies gaps and loopholes, including for Chief Compliance Officers, Author, "Sullivan v. Harnisch and Proposed S.E.C. Whistleblower Rules, Hedge Fund Law Report, Hedge Fund; Chief Compliance Officers, 2011
- SEC Sanctions Apollo $52.7 Million for Misleading Expense Disclosures - Sadis & Goldberg The SEC sent a message to the private equity industry that it will severely punish managers for expense allocation conflicts of interest by sanctioning Apollo Management $52.7 million for misleading disclosures about portfolio monitoring fees.[1] The SEC’s Order against Apollo is one of several recent cases imposing large fines on private equity titans. In late – 2015, the SEC imposed $39 million in sanctions against Blackstone Management for similar portfolio monitoring fees issues. In mid – 2015, the SEC imposed $30 million in sanctions against KKR for misallocating broken-deal expenses between Fund investors and co-investors.[2] And the Wall Street Journal has reported that the SEC is investigating private equity titan Silver Lake regarding portfolio monitoring fee acceleration disclosures.[3] The message is clear: absent express disclosure of expenses raising conflicts of interest, the SEC will impose severe sanctions. , SEC Sanctions Apollo $52.7 Million for Misleading Expense Disclosures, 2016
- "The Cooperman Insider Trading Case -- Eery Similarities to Mark Cuban Case," 117 Hedge Fund Journal 42 (October 2016), available at http://content.yudu.com/web/fiqy/0A17dv5/hedgeoct16/flash/resources/index.htm (Page 44 of .pdf), Cooperman Insider Trading Case Suffers from Same Flaw as SEC’s Loss to Cuban, but is Bolstered by Cooperman Invoking Right Against Self-Incrimination in SEC Testimony, 2016
- Leon Cooperman just proved that fighting SEC charges is better than settling quickly, by reaching a favorable SEC insider trading settlement after a fierce Court battle. Cooperman fought his SEC insider trading case in Court, and got part of it thrown out on a motion to dismiss.1 He leveraged that victory into a settlement approved on May 22, 2017, which did not impose any industry bar or suspension, rare for an insider trading settlement. In stark contrast, the SEC had earlier sought a five-year industry bar against Cooperman.2 Cooperman’s settlement highlights the importance of retaining counsel that is ready to fight the SEC in Court to achieve the best outcome., Author, Cooperman Insider Trading Settlement, The Hedge Fund Journal, 2017
Other Outstanding Achievements:
- Corporate LiveWire Global Awards 2016, winner in the category of Securities Litigation, 2016
Industry Groups:
- Broker Dealers
- Hedgefunds
- Private Equity Funds
- Securities Professionals
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