Financial Services and Fiduciary Duty Claims: Secondary Liability

Defending Against Aiding and Abetting Fraud or Breach of Duty Claims

Rising litigation threat for attorneys, auditors, brokers, lenders, investment funds and advisors

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Tuesday, December 22, 2009

Recorded event now available

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Course Materials

This CLE seminar will discuss the litigation trends in aiding and abetting claims against financial institutions, the parameters of secondary liability under federal and state securities laws, and provide best practices for financial institutions to avoid and defend against secondary liability claims.


With the collapse of the financial markets, a steady flow of bankruptcy filings, and an avalanche of insider trading claims, investors, shareholders, creditors and other parties are seeking recourse from deep pocket secondary actors in the financial services arena.

Lenders, hedge funds, brokers, investment advisors, accountants and attorneys continue to be targets under common law theories of aiding and abetting fraud and breach of fiduciary duties for the actions or inaction of failed or failing companies and financial institutions.

The Stoneridge decision closed the door on private causes of action for secondary liability under federal securities laws. However, new legislation seeks to overturn Stoneridge. The impact of this bill on auditors and attorneys who advise failing companies cannot be understated.

Listen as our authoritative panel of attorneys discusses the increasing threat of liability for aiding and abetting claims and actions financial institutions and their advisors can take to mitigate this rising threat.



  1. Aiding and abetting fraud or breach of fiduciary duty
    1. Pleadings standards
    2. Litigation trends and key decisions
    3. Defending claims
    4. Minimizing exposure and liability
  2. Secondary liability under federal securities laws
    1. Stoneridge Investment Partners, LLC v. Scientific Atlanta (Sup. Ct. 2008)
    2. Trends in SEC enforcement actions for aiding and abetting
    3. Defending SEC enforcement actions
    4. Minimizing exposure and liability
    5. The Liability for Aiding and Abetting Securities Violations Act of 2009 (SB. 1551)


The panel will review these and other key questions:

  • When can a lender be held liable for a breach of fiduciary duty by an officer or director of the lender's customer or borrower?
  • What steps can financial institutions take to protect and defend against secondary liability claims?
  • Does Stoneridge completely shut out scheme liability claims under federal securities laws?
  • What are the legislative trends regarding aiding and abetting liability for secondary actors in the financial services arena?


David R. Woodcock
David R. Woodcock

Vinson & Elkins

His practice focuses on corporate litigation, principally securities class actions, shareholder derivative actions,...  |  Read More

Thomas A. Hanusik
Thomas A. Hanusik

Crowell & Moring

He represents companies and individuals in complex civil and criminal white collar investigations, defense and...  |  Read More

Frances Floriano Goins
Frances Floriano Goins

Ulmer & Berne

She defends public companies in derivative and class action shareholder suits, and has managed corporate control...  |  Read More

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