Sam Lieberman is a partner in the Securities Litigation Group of Sadis & Goldberg LLP. He regularly handles high-profile securities litigation, enforcement actions, and government investigations on behalf of companies and individuals. He has handled investigations covering a wide-range of securities law issues before the SEC, FINRA, CFTC, CFE/CBOE, and CME. He has also handled precedent-setting cases addressing corporate governance, including in Delaware Chancery Court. His recent representations have been profiled in the Wall Street Journal, the New York Times, the New York Post, Bloomberg, Reuters and Law360. Sam also regularly advises companies and individuals about compliance programs and preparing for SEC compliance examinations. Recent highlights include:
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.
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.
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.
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.
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.
Other Representative Matters in Key Practice Areas:
Securities Litigation and Investigations
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.
Representing former Managing Director of investment bank in SEC investigation and investigation alleging multiple counts of insider trading.
Successfully represented broker-dealer firm and broker in FINRA arbitration alleging churning and lack of suitability, including obtaining decision recommending expungement of claim from FINRA records.
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.
Successfully representing hedge fund analyst in internal investigation into insider trading, including persuading management not to take any disciplinary action.
Successfully representing broker-dealer in FINRA Enforcement investigation for alleged excessive service charges, by persuading FINRA not to bring charges after matter was referred to Enforcement Department for legal action.
Shareholder Activism and Corporate Governance Litigation
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.
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).
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.
Advising several activist funds on proxy fights and related activist campaigns.
Mr. Lieberman has been recognized as AV-Preeminent by Martindale-Hubbel in the areas of Securities Litigation and Regulatory Investigations. He began his career at Cravath Swaine & Moore LLP and has experience as lead counsel in high-stakes matters for both defendants and plaintiffs. Before entering private practice, he served as a law clerk for the Honorable Raymond C. Fisher of the U.S. Court of Appeals for the Ninth Circuit and the Honorable Patricia M. Wald of the U.S. Court of Appeals for the D.C. Circuit.
- Columbia Law School (J.D. 1999; Kent Scholar; Editor, Columbia Law Review)
- Binghamton University (B.A. 1996)
Honors and Awards
- Rated AV Preeminent in Securities Litigation and Regulatory Investigations by Martindale-Hubbell
- Corporate LiveWire Global Awards 2016, winner in the category of Securities Litigation
- New York Metro Rising Star – Securities Litigation, New York Metro Super Lawyer Magazine, 2013, 2014
- Recognized, The National Law Journal’s 2010 Appellate Hot List
Memberships and Affiliations
- Member of the American Bar Association, Litigation Section, Securities Litigation Committee
- Member of the Association of the Bar of the City of New York
- Member of the American Technion Society’s Leadership Development Committee
- New York
- U.S. District Courts for the Southern and Eastern District of New York
- U.S. Courts of Appeals for the Second, Third, Fifth and Ninth Circuits
- U.S. Supreme Court
* Result obtained through work with prior firm.