Roger A. Lane
Roger A. Lane is a partner in the Litigation and Dispute Resolution Department of Pepper Hamilton LLP, resident in the Boston office.
Mr. Lane focuses his practice on complex commercial litigation, with particular experience in corporate law disputes, stockholder and federal securities litigation, and related risk management advice.
Mr. Lane represents individuals and business enterprises, including early-stage and mature corporations (both public and private), venture capital and other private equity firms, investment banks and underwriters, and their directors, officers, independent board committees and partners.
He handles litigation relating to the federal securities laws, corporate mergers and acquisitions, corporate debt and equity financings, executive compensation, and other matters of corporate management and governance; trust administration; bankruptcy and creditors’ rights; antitrust; unfair competition and other business torts.
Mr. Lane also handles internal corporate investigations and counsels clients on how to mitigate litigation risk in connection with significant corporate and commercial transactions. He has advised directors, officers and stockholders of public and private corporations regarding compliance with their corporate-law fiduciary duties, the federal securities laws and federal antitrust clearance in scores of M&A transactions. His experience in this area has often enabled his clients to avoid litigation or bring litigation to a quick and favorable result.
He is listed in The Best Lawyers in America and Chambers USA: America’s Leading Lawyers for Business, in recognition of the strength of his practice.
Mr. Lane joined Pepper Hamilton in 2008 from Greenberg Traurig, LLP, where he was a shareholder and co-chair of the Litigation Practice Group in the Boston office. Before that, he was a partner and chairman of the Litigation Group at Testa, Hurwitz & Thibeault, LLP, in Boston.
The following engagements are representative of Mr. Lane’s practice:
- representation of venture capital funds and general partner in defense of action brought in the Delaware Court of Chancery by former stockholder asserting purported breach of fiduciary duty claims in connection with exercise of rights of first refusal (2008 – ongoing) (Industry: Internet/Telecommunications, Private Equity)
- representation of special litigation committee of board of directors of publicly traded advertising and media firm in evaluation of claims asserted in, and firm’s response to, federal and state court derivative litigation asserting state law claims for breach of fiduciary duty and federal securities claims regarding proposed $19 billion buy-out transaction (2007 – 2008) (Industry: Advertising/Media)
- representation of general partners of venture capital funds, as directors of venture-backed incubator, in defense of action brought in Santa Clara County, California, Superior Court, by former preferred stockholder asserting purported breach of fiduciary duty claims in connection with corporate dissolution and winding-up (2007 – 2009) (Industry: Private Equity)
- representation of special litigation committee of board of directors of publicly traded wireless telecommunications firm in investigation of historical stock option-granting practices and responses to stockholder demands and federal and state-court derivative litigation asserting state law claims for breach of fiduciary duty and federal securities claims (2006 – 2009) (Industry: Telecommunications)
- representation of special committee of board of directors of publicly traded advertising and media firm in internal investigation of historical stock option granting practices and responses to stockholder demands (2006) (Industry: Advertising/Media)
- representation of venture capital funds, as majority stockholders in privately held military electronics firm, in defense of action brought in Orange County, California, Superior Court by minority stockholders asserting purported breach of fiduciary duty claims against directors and majority stockholders in connection with stock repurchase and recapitalization (2006 – ongoing) (Industry: Military/Electronics)
- advice to directors and corporate counsel of various publicly traded firms in connection with internal reviews of historical stock option-granting practices (2006 – 2008) (Industry: Various)
- representation of publicly traded, development-stage biopharmaceutical firm in defense of action brought by competitor in Massachusetts Superior Court asserting purported misappropriation of trade secrets and other business torts (2006 – 2008) (Industry: Biotechnology)
- representation of independent distributor of exclusive home entertainment programming in defense of action brought in Delaware Court of Chancery by minority stockholder seeking to invalidate classified board and other charter and bylaw provisions adopted as part of California to Delaware reincorporation merger (2006) (Industry: Entertainment)
- representation of manufacturer of machinery used in the production of highway construction materials, synthetic fuels and environmental control equipment in defense of action brought in Delaware Court of Chancery by minority stockholder to compel annual meeting and obtain other relief as part of purported proxy contest (2005). Following the corporation’s scheduling of record and meeting dates for regular annual meeting, plaintiff’s claims for further relief were denied and no proxy contest ensued. (Industry: Manufacturing, Energy, Environmental Control)
- representation of former directors of Integrated Health Services, Inc. in $80 million fiduciary duty case brought by Creditors’ Committee in Delaware Court of Chancery (2005). Following a motion to dismiss in which a substantial number of plaintiff’s claims were disposed of, the case was settled for a fraction of the claimed damages. (Industry: Health Care)
- representation of publicly traded specialty men’s apparel company in action brought in Massachusetts federal court asserting claims of misappropriation of confidential business information, destruction of computer data files and other business torts against competitor and former employees in connection with expansion of competitor’s direct mail and e-commerce sales channels (2005 – 2007) (Industry: Retail, E-Commerce)
- representation of former director and venture capital funds, as preferred stockholders, of California-based broadband ethernet service company, in fiduciary duty case brought by minority preferred stockholders following company bridge financing, bankruptcy and reorganization in California Superior Court (2005 – ongoing) (Industry: Broadband Ethernet Service, Private Equity)
- representation of controlling stockholders in recapitalization and short-form merger eliminating minority stockholders of regional recreational company and reconstituting corporation as a tax-favored subchapter S corporation (2005). Transaction was documented and closed by written consent without minority stockholder intervention. (Industry: Recreation)
- representation of board of directors and advice to corporate counsel of Ionics, Inc. in $1.1 billion cash merger with GE Infrastructure, a unit of General Electric Company (2005). Transaction was negotiated, announced and closed without regulatory intervention or litigation. (Industry: Water Desalination and Purification)
- representation of board of directors and advice to corporate counsel of OneSource Information Services, Inc. in response to unsolicited takeover proposal from significant private equity stockholder, corporate auction, proposed going-private transaction, topping bid, and cash tender offer and merger with third party infoUSA, Inc. (2004). Stockholder litigation in Delaware Court of Chancery was withdrawn without payment of any settlement amount. (Industry: Business Content Integration, Private Equity)
- ongoing risk management advice and representation of public and private corporations, venture capital funds, their general counsel and partners concerning equity and debt financings and significant corporate transactions, including M&A, asset sales, recapitalizations, dissolution and bankruptcy; takeover preparedness; HSR filing requirements and clearance for significant transactions; and commercial disputes.
Mr. Lane’s publications include:
- “Top Five Risk Management Tips for Venture Capitalists” (co-author), Reuters Venture Capital Journal (January 2010)
- “A Boardroom Checklist” (co-author), The Corporate Board (September 2009)
- “Ask the Litigator” (co-author), The Deal (January 9, 2009).
Education
B.A. 1984, high honors and highest distinction, University of Michigan; Phi Beta Kappa
J.D. 1987, cum laude, Harvard Law School
Clerkships
1987-88 Law Clerk to Hon. John R. Gibson, U.S. Court of Appeals, Eighth Circuit
Bar Admissions
Admitted to practice in Massachusetts
