Douglas A. Rappaport’s practice focuses on litigating complex commercial and securities disputes and advising clients on a broad range of securities, compliance and general business issues.

Practice & Background

Mr. Rappaport has particular experience in litigating disputes regarding fiduciary obligations, securities fraud, breach of contract, limited partnership interests, insider trading, tender offers, proxy contests, professional liability, insurance issues and bond defaults. He has won numerous dispositive motions and appeals in both state and federal court on a broad range of matters. In recent years, he has served as counsel in trials involving disputes over secured assets, partnership interests, breach of fiduciary duty, trade secrets, options backdating, tax appraisals and the fraudulent sales of securities. He has regularly represented clients in SEC and other regulatory investigations.

In addition to his litigation work, Mr. Rappaport regularly advises investment funds and other public and private companies on issues involving corporate governance, insider trading, market manipulation, corporate compliance, securities regulation, fiduciary duty and fund formation. He also advises on activist investing issues, including the devising of strategies regarding the solicitation of board seats, the displacement of existing corporate management and contests for corporate control. His clients include hedge funds; investment and merchant banks; accountants, insurers and sureties; and companies in the hospitality, aviation, telecommunications and multimedia industries.

Mr. Rappaport served as an adjunct professor of law at Benjamin N. Cardozo School of Law from 1994-1998. Following his graduation from law school, he served as a law clerk to the Honorable Milton Pollack of the U.S. District Court for the Southern District of New York.

Representative Matters

Mr. Rappaport’s significant representations include:

  • representation of an activist investment fund in a books and records action in Delaware in connection with a successful tender offer
  • representation of a global investment bank in connection with class actions against all global financial services companies alleging conspiracy regarding anti-“flipping” provisions established in connection with issuance of IPO shares
  • representation of a global investment bank in connection with class actions against underwriters in United States securities markets alleging price fixing of underwriting fees in connection with initial public offerings
  • representation of a Japanese bank as indenture trustee in connection with a dispute with bondholders involving litigations in Singapore and the United States
  • representation of an investment fund through trial action alleging breach of fiduciary duty in connection with a shareholder dispute
  • representation of a telecommunications company in a $150 million dispute arising out of the provision of a multiservice contract to the New York Police Department
  • representation of a tax service company in connection with consumer class action involving alleged unfair trade practices and fraud regarding pricing
  • representation of a public company in connection with insider trading allegations alleged against the former CEO and chairman regarding the sale of restricted sales
  • representation of a broker-dealer in connection with action involving securities claims stemming from alleged misrepresentations in connection with the exchange rate on warrants
  • representation of an investment fund in connection with short-swing profit claims made by a large investor
  • representation of a hostile tender offeror in actions in both federal and state court in connection with the tender for debt securities of a public company
  • representation of an activist investor in federal action by a public company to prevent his candidacy for the company’s board of directors at its annual meeting
  • representation of an investment fund in connection with a dispute concerning a proposed going-private transaction for a company trading on the Hong Kong stock exchange
  • representation of a global auditing firm in an options backdating investigation by SEC offices in New York, Philadelphia and Boston regarding an audit client
  • representation of a multibillion-dollar hedge fund in an insider trading investigation by the SEC
  • representation of an investment fund in an insider trading investigation by the SEC’s Boston office in investigation into his trading in publicly traded securities
  • representation of a multibillion-dollar hedge fund in connection with an investigation of a tender offer by New Zealand Takeovers Panel.

Community Involvement

Mr. Rappaport’s community, civic and charitable activities include being a:

  • member of the New York City Bar Association, where he served on the Committee on Professional Responsibility from 2000-2005
  • member of the Board of ArsNova, a nonprofit theater and arts organization in New York City.

Speaking Engagements

  • Panelist, The Activist Investor Conference, “A Seat at the Table, The Benefits and Burdens of Investor Board Membership”
  • Participated on the CLE for in-house counsel titled Insider Trading Laws – a Comparative Analysis Across Countries
  • Participated on the CLE Series panel Insider Trading – Protection and Prevention 2011 at Akin Gump New York
  • Panelist, FRA Compliance Summit, “Nuts and Bolts of Insider Trading” (November 2010).