Douglas A. Rappaport

Partner

Areas of Focus

Douglas A. Rappaport

Partner

darappaport@akingump.com

Areas of Focus

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Biography
  • Serves as a trusted counselor and advisor to numerous highly sophisticated investment managers and their investment professionals regarding their most complex regulatory and compliance needs, as well as achieving successful litigation results.
  • Leads the firm’s investment funds litigation and shareholder activism practices and is a key partner in the funds regulatory practice.
  • Advises funds, corporations and individuals on governance issues and in regulatory and internal investigations.

Doug is a leading litigator and regulatory and compliance lawyer serving as head of Akin’s investment funds litigation practice and co-head of the shareholder activism group.

On a daily basis, Doug advises investment fund clients and others on regulatory compliance and corporate governance matters, including those involving U.S. securities laws, trading issues, compliance procedures and fiduciary obligations.

With significant litigation experience advising funds and companies, Doug has served as lead counsel in matters involving disputes over breaches of fiduciary duty, secured assets, Section 16 short-swing trading, partnership interests, securities fraud, options backdating and insider trading. Doug has won numerous dispositive motions, trials and appeals in both state and federal courts.

Doug is Chambers USA-ranked in both securities litigation (New York) and shareholder activism (New York), the only attorney in the United States to be dual listed in both of these disciplines. Clients interviewed by Chambers USA describe Doug as “a fantastic litigator who is always available and most importantly, consistently delivers positive results.”

He also provides advice on activist investing issues, devising strategies regarding the solicitation of board seats, the displacement of existing corporate management and contests for corporate control.

In addition, Doug regularly represents investment funds, corporations and individuals in regulatory and internal investigations. His experience extends to matters before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the New York Attorney General’s office, and other state and non-U.S. securities agencies.

Representative Work

Litigation

  • Regularly represents investment funds and their principals, as well as issuers, in derivative litigations in Delaware Chancery Court, New York courts and other jurisdictions.
  • Regularly represents investment funds in short-swing trading litigations related to alleged violation of Section 16.
  • Regularly represents investment funds in disputes with issuers and portfolio companies regarding breaches of contract, securities law violations and fiduciary duties.
  • Represented an investment fund through trial in a case alleging breach of fiduciary duty in connection with a shareholder dispute.
  • Represented an investment fund in connection with an action involving securities claims stemming from alleged misrepresentations in connection with the exchange rate on warrants.
  • Represented the board of a public company in the dismissal of a derivative class action in Utah stemming from spring-loaded options through appeal to Utah Supreme Court.

Regulatory, Compliance & Investigations

  • Represented multiple hedge funds in insider trading investigations by the SEC in New York, Los Angeles, San Francisco, Chicago and numerous other jurisdictions.
  • Served as counsel to an investment fund in an insider trading and manipulation investigation by the SEC related to the client’s trading of securities in the context of a merger.
  • Represented a multibillion-dollar hedge fund in connection with an investigation by the New Zealand Takeovers Panel of a partial tender offer.
  • Represented an NYSE-traded company in connection with an insider trading investigation by the Utah office of the SEC.
  • Regularly prepares, reviews and customizes training programs on regulatory and compliance issues involving federal securities laws, as well as related fiduciary and governance issues.

Shareholder Activism

  • Regularly advises clients on strategies in pursuit of board seats, governance changes and value-creation transactions for portfolio companies.
  • Represented activist investors in enjoining an announced merger of a public company with a company controlled by an interested insider.
  • Defended an activist investor against a federal action taken by a public company prior to its annual meeting to prevent the client’s candidacy for the company’s board of directors.
  • Represented activist investment funds in books and records actions in Delaware in connection with a successful tender offer.
  • Represented an activist investment fund in a books and records action in Florida in connection with a successful proxy contest.

"He is a fantastic litigator who is always available and most importantly, consistently delivers positive results."
Chambers USA, 2022

Education
  • J.D., Harvard Law School, cum laude, 1991

  • B.A., University of Pennsylvania, summa cum laude, 1987

Clerkships
  • U.S.D.C., Southern District of New York

Bar Admissions
  • New York

Recognitions
  • The Legal 500 US, Shareholder Activism: Advice to Shareholders, 2019–2022 and Securities litigation: defense, 2023.
  • Chambers USA, Securities Litigation (2022-2023) and Corporate/M&A: Shareholder Activism (2023).
Affiliations and Public Service
  • Guest Lecturer, Wharton School of Economics, Investment Fund Structuring and Activist Investing, 2018-present
  • Member, New York City Bar Association
  • Member, Board of Directors, ArsNova, a nonprofit theatre and arts organization in New York City; Chair of Governance Committee, 2010-present
  • Member, Board of Directors, Community Basketball, 2009-2019
Speeches and Publications
  • Panelist, “MFA First Look: SEC 13D and G Beneficial Ownership Reporting,” Managed Funds Association, October 2023.
  • Moderator, “Compliance Best Practices for Remote Offices: Rules with Satellite Offices,” Managed Funds Association Compliance 2023 Conference, May 2023.
  • Panelist, “Litigation Update: Recent Proxy Contest Case Law in Delaware and Elsewhere,” Skytop’s Shareholder Activism Summit, February 2023.
  • Panelist, “The Intersection of ESG and Activism,” 13D Monitor Active-Passive Investor Summit, October 2022.
  • Moderator, “Material Non-Public Information During the COVID-19 Pandemic: Insider Trading Risks to Avoid,” Akin Webinar, May 2020.
  • Panelist, “Navigating Section 13 Filings” and “Hedge Fund Peer Group,” ACA Compliance Group Spring Compliance Conference, May 2019.
  • Panelist, “Representing Activists,” 13D Monitor Active-Passive Investor Summit, April 2019.
  • Moderator, “The Ethics of Big Data and Web Scraping: What is Acceptable in 2018?” Hedge Fund General Counsel and Compliance Officer Summit, September 2018.
  • Panelist, “Activist Litigation as a Tool in Proxy Fights: Breaking Down or Fortifying Board Defense?” January 2018.
  • Moderator, Hedge Fund Manager Breakout Session, ACA Compliance Group Spring Compliance Conference, May 2016.
  • Speaker, “New Developments in Insider Trading,” NRS 31st Spring Compliance Conference, May 2016.

Insights and Achievements

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