Douglas A. Rappaport’s practice focuses on litigating complex commercial and securities disputes, assisting clients with regulatory investigations and reviews, and counseling clients on a daily basis on a broad range of regulatory, 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, investor disputes, derivative claims, insurance issues and bond defaults. He also specializes in disputes involving activist contests, including disputes involving books and records demands, proxy controls and tender offers. 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.
Mr. Rappaport advises investment funds and other public and private companies on a daily basis 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; private equity funds; investment and merchant banks; consumer goods companies accountants, insurers and sureties; and companies in the hospitality, telecommunications and multimedia industries.
Mr. Rappaport routinely represents investment funds, corporations and individuals in regulatory and internal investigations. Among other government agencies, Mr. Rappaport has regularly represented clients before the SEC, FINRA and state and foreign securities enforcement agencies. These investigations have involved insider trading, market manipulation, breach of fiduciary duty, broker-dealer regulation, accounting regulations and disputes regarding the sufficiency of regulatory disclosures.
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.
Mr. Rappaport’s significant representations include:
- representation of an investment fund through trial action alleging breach of fiduciary duty in connection with a shareholder dispute
- representation of an investment fund in connection with action involving securities claims stemming from alleged misrepresentations in connection with the exchange rate on warrants
- representation of principals of public company in derivative class action in Delaware stemming from alleged breaches of duty of loyalty
- representation of board of a public company in derivative class action in Utah stemming from spring-loaded options
- 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 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 investment fund in a books and records action in Delaware in connection with a successful tender offer
- representation of an activist investment fund in books and records action in Florida in connection with successful proxy contest
- 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 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 an investment fund in connection with short-swing profit claims made by a large investor
- 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 hedge fund in insider trading investigation by Chicago office of the SEC in connection with trading prior to strategic transaction
- representation of hedge fund in insider trading investigation by Los Angeles office of the SEC in connection with proposed acquisition
- representation of a multibillion-dollar hedge fund in an insider trading investigation by the SEC in New York
- 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 in connection with merger
- representation of a multibillion-dollar hedge fund in connection with an investigation by New Zealand Takeovers Panel of a partial tender offer
- representation of a global auditing firm in an options backdating investigation by SEC offices in New York, Philadelphia and Boston
- representation of a broker-dealer in investigation by FINRA involving alleged violation of Section 5 of the Security Exchange Act of 1934
- representation of broker-dealer in investigation by FINRA involving alleged failure to supervise in connection with sale of energy interests
- representation of NYSE traded company in connection with insider trading investigation by Utah office of the SEC
- representation of hedge fund in internal investigation regarding potential violation of gift and trading policies
- representation of hedge fund in internal investigation regarding potential insider trading
- representation of NYSE company in connection with possible insider trading by board members.
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
- member of community basketball board from 2008-present
- adjunct professor of law for legal writing, Benjamin N. Cardozo Law School, 1997-2001.
- Panelist, Shareholder Activism, “Activist Litigation as a Tool in Proxy Fights: Breaking Down or Fortifying Board Defense?” (January 2018)
- Moderator, ACA Compliance Group Spring Compliance Conference, Hedge Fund Manager Breakout Session (May 2016)
- Speaker,NRS 31stSpring Compliance Conference, “New Developments in Insider Trading” (May 2016)
- Panelist, The Activist Investor Conference, “A Seat at the Table, The Benefits and Burdens of Investor Board Membership”, (2013)
- 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, February 2014)
- Panelist, HFM Operational Leader Summer, “Insider Trading and Compliance,” (June 2014)