- George Washington University, J.D., with high honors, Order of the Coif
- Smith College, B.A.
- New York
- District of Columbia
- U.S. Court of Appeals, Second Circuit
- U.S. Court of Appeals, Sixth Circuit
- U.S. Court of Appeals, District of Columbia Circuit
- U.S. Supreme Court
Carolyn Nussbaum was named 2014 “Lawyer of the Year” in Litigation– Securities (Rochester) by U.S. News/Best Lawyers. In May 2013, she was selected as a “Top Women in Law” award recipient by the Daily Record. Based on a peer-review survey conducted by New York Upstate Super Lawyers magazine, she has been selected in 2012 as one of the Top 25 Women and one of the Top 50 Upstate Super Lawyers, along with being recognized in Securities Litigation (2008–2013). She has also been elected by her peers to be included in the 2013 edition of The Best Lawyers in America for Bet-the-Company Litigation, Banking & Finance Litigation, Commercial Litigation, and Securities Litigation.
Carolyn Nussbaum is a member of the American Arbitration Association (Securities Arbitration and Franchise panels); the New York State Bar Association (Fellow); the New York State Bar Association (former elected delegate and member, Nominating Committee, past appointed member of Committee on Courts of Appellate Jurisdiction); Monroe County Bar Association (former trustee and co-Chair of the Litigation Section); the Volunteer Legal Services Project (past president); the Women’s Bar Association of the State of New York (past director); and the Greater Rochester Association for Women Attorneys (past president). She was appointed by the New York Courts to the Character and Fitness Committee for the Seventh Judicial District; to the Independent Judicial Qualifications Commission of the Seventh Judicial District; and the Committee on the Local Rules for the Western District of New York.
Carolyn Nussbaum’s community activities include: Board member, Jewish Federations of North America; President, Jewish Community Federation of Rochester, Inc.; Cancer Connections, Inc. (founding board member); Temple Beth El (former board member and officer); Jewish Community Center of Rochester (former board member and officer); and Jewish Senior Life (former board member).
CAROLYN G. NUSSBAUM
Carolyn Nussbaum is a partner in the Commercial Litigation group, and a member of the Securities and Governance Litigation team as well as the Class Action team. Carolyn represents companies and their management and leaders who confront business disputes. She is also the Managing Partner for the Rochester office of the firm, where she oversees policies impacting nearly 300 employees.
What do you focus on?
I concentrate my commercial litigation practice in four main specialized areas, using more than 30 years of experience in the courtroom to represent clients in securities and governance, trade secret, financial and complex contract disputes.
Securities and Governance Litigation
I counsel officers, directors and their companies confronting a threat of a securities or governance claim, with the goal of minimizing the risk of litigation and business disruption and helping them achieve their objectives. When litigation is unavoidable, I defend and advocate on behalf of my clients, bringing my extensive experience in this highly specialized area of the law to bear for the best practical and efficient resolution. I have a record of achieving dismissal of lawsuits on preliminary motions challenging transformative transactions.
Financial Institutions Representation
I represent local, regional and national financial institutions in the defense of claims by borrowers, consumers, and others, including consumer class actions, fraudulent transfers, and the investigation and defense of claims from suspected fraud by customers, counter-parties and employees. My experience includes defending Fair Debt Collection Practices Act claims, claims regarding disclosures at ATMs and claims arising out of customer misconduct.
One of the most important investments a business must make is in the protection of its intellectual property. When my client’s investment is threatened, whether by employees or competitors, I act quickly and aggressively to stop the damage, to seek redress and to achieve business objectives.
I work with clients to explore strategies to prompt expedient efficient results to business disputes. Recently, I represented a global information and document management company faced with arbitration claims by nearly 100 members of its distribution chain, seeking in excess of $100 million in damages. Using creative case management techniques and rapidly evolving law from the United States Supreme Court, we assisted the client in reaching a business resolution that avoided the distraction and expense of continued litigation.
What do you see on the horizon?
In today’s technologically advanced world, businesses are faced with significant risks from fraudulent conduct, including data theft and financial manipulation. Businesses need to work with legal advisors who can advise them on what to do now and in the future to minimize their vulnerability to the bad acts of others and to comply with ever-increasing regulatory burdens.
- Corning Incorporated v. Freight Revenue Railway of Miami, Inc., 2012 U.S. Dist. LEXIS 69337 (W.D.N.Y. May 17, 2012) (dismissing claims for defamation).
- Ozbakir v. Scotti, 2011 U.S. Dist. LEXIS 13490 (W.D.N.Y. February 10, 2011) (dismissing RICO and state law fraud claims against client).
- Klein v. Chase, 2010 U.S. Dist. LEXIS 53866 (W.D.N.Y. June 1, 2010) (dismissing ERISA and contract claim against financial institution employer by former employee).
- Xerox Corporation v. Arizona Digital Products, 2009 U.S. Dist. LEXIS 84015 (W.D.N.Y. September 14, 2009) (denying motion to dismiss certain contract and intellectual property claims against former sales agent).
- McDowell Research Corporation v. Tactical Support Equipment, Inc., 2009 U.S. Dist. LEXIS 80884 (W.D.N.Y. September 4, 2009) (dismissing counterclaims against purchaser).
- In re Bausch & Lomb ERISA Litigation, 2008 U.S. Dist. LEXIS 106269 (W.D.N.Y. December 12, 2009) (dismissing in their entirety ERISA claims by putative class alleging company stock was an imprudent investment for retirement plan).
- Premium Mortgage Corporation v. Equifax Info. Services, 2008 U.S. Dist. LEXIS 76279 (W.D.N.Y. September 30, 2009), aff’d, 2009 U.S. App. LEXIS 21762 (2d Cir. October 5, 2009) (dismissing claims against credit reporting services as pre-empted by the Fair Credit Reporting Act).
- Eastman Kodak Company v. Wachovia Bank, N.A., 2007 U.S. Dist. LEXIS 61283 (W.D.NY. August 21, 2007) (denying motion to dismiss fraud claims).
- Eastman Kodak Company v. TeleTech Service Corporation, 2007 U.S. Dist. LEXIS 50139 (W.D.N.Y. July 11, 2007) (granting clients motion to dismiss counterclaims of detrimental reliance and promissory estoppel).
- In re Bausch & Lomb Inc. Securities Litigation, 2008 U.S. Dist. LEXIS 92034 (W.D.N.Y. Nov. 13, 2008) (granting defendants’ motion and dismissing securities fraud claims, in their entirety and with prejudice, against company and eleven individual defendants alleging multiple false statements related to restatement of three years of financial reports and product recall).
- Novartis Pharmaceuticals Corp. v. Bausch & Lomb, Inc., 2008 U.S. Dist. LEXIS 92133 (D.N.J. Nov. 13, 2008) (granting defendant’s motion and dismissing defamation, tortious interference, and misappropriation claims against client).
- Pinchuck v. Zarrella (N.Y. Sup. Ct. Monroe Co., 2006/06377, March 30, 2007) (dismissing on motion shareholder derivative claims against board alleging directors breached their fiduciary duties by failing to inform themselves of circumstances leading to product recall).
- In re Eastman Kodak Company Securities Litigation, 2006 U.S. Dist. LEXIS 79879 (W.D.N.Y. 2006) (securities fraud claims against issuer and its directors and officers dismissed in their entirety on motion).
- Miller v. Allaire, 2006 Conn. Sup. LEXIS 1575 (Sup. Conn. 2006) (derivative claims against Xerox Corporation and its officers and directors dismissed on motion).
- In re Corning Incorporated Securities Litigation, 2004 U.S. Dist. LEXIS 8741 (W.D.N.Y. 2004), aff'd, 2005 U.S. App. LEXIS 5259 (2d Cir. 2005) (granting defendants’ motion and dismissing securities fraud claims against company and its officers under the Securities Act and Securities Exchange Act in their entirety).
- United Republic Ins. Co. v. Chase Manhattan Bank, 2002 U.S. App. LEXIS 14426 (2d Cir. 2002) (successfully defended dismissal of multimillion fraudulent transfer, racketeering, and fraud claims).
- Crowley v. Corning, Inc., 234 F.Supp. 222 (W.D.N.Y. 2002) (dismissing ERISA claims challenging continued offering of sponsor’s stock as an investment option).
- John Hancock Life Ins. Co. v. Wilson, 254 F.3d 48 (2d Cir. 2002) (litigated arbitrability of securities claims under NASD Code of Arbitration).
- Brimo v. Corporate Express, Inc., 2000 U.S. App. LEXIS 25381 (2d Cir. 2000) (successfully defended dismissal on motion of securities claims against public company).
- Lowe v. Salomon Smith Barney, 206 F.Supp. 2d 442 (W.D.N.Y. 2002) (obtained dismissal of securities fraud claim based on allegedly fraudulent analyst report).
- Pesino v. Atlantic Bank, 244 Conn. 85 (Sup. Ct. Conn. 1998) (upholding right of financial institution to multimillion-dollar settlement of securities fraud and lender liability claims).
- Dodds v. Cigna Securities, Inc., 12 F.3d 346 (2d Cir. 1993), cert. denied, 1994 U.S. LEXIS 2709 (1994) (affirming dismissal of securities fraud claims and establishing new law on interpretation of limitations periods).
Ms. Nussbaum has published several articles and book chapters, including:
- “New York Court of Appeals affirms limited duties for banks in counterfeit check scams—and provides a cautionary tale for lawyers,” Nixon Peabody Banking and Financial Services Litigation Alert, February 6, 2012.
- “The Newest Deputies on Wall Street: Private Citizens—Private Actions No Longer Precluded under New York's Martin Act,” Nixon Peabody Banking and Financial Services Litigation Alert, December 28, 2011.
- “Second Circuit clarifies standards for "stock drop" cases,” Nixon Peabody ERISA Fiduciary Law Alert, October 21, 2011.
- “Supreme Court narrows the scope of persons who can be directly liable under Rule 10b-5 for “making” untrue statements of material fact,” Nixon Peabody Securities Litigation Alert, June 17, 2011.
- “Supreme Court rejects Fifth Circuit's requirement that securities fraud plaintiffs prove loss causation at the class certification stage,” Nixon Peabody Class Action Alert, June 8, 2011.
- “SEC adopts final whistleblower rules: implications for internal compliance, governance and employment policies,” Nixon Peabody Securities Law Alert, May 27, 2011.
- “U.S. Supreme Court declines to adopt bright-line rule that adverse drug reaction reports are not material unless they are statistically significant” Nixon Peabody Securities Litigation Alert, March 28, 2011.
- “Court decisions hint at approval of forum selection clauses in corporate bylaws,” Nixon Peabody Corporate Responsibility Alert, February 1, 2011.
- “New Developments in Securities Litigation: The Impact of Recent Supreme Court Decisions on Securities Litigation,” Aspatore, 2010.
- “ADR Update,” 2012, 2011, 2010, 2009, 2008, 2007, and 2006 Annual Review of Developments in Business and Corporate Litigation, American Bar Association, Business Litigation Committee of the Business Law Section.
- “New York Court of Appeals affirms in pari delicto doctrine to prevent lawsuits against outside advisors,” Nixon Peabody Banking and Financial Services Alert, October 27, 2010.
- “Merck & Co. Inc. et al. v. Reynolds, et al., Case No. 08-905, U.S. Supreme Court, April 27, 2010,”Nixon Peabody Securities Litigation Alert, May 11, 2010.
- “Two recent New York court decisions end litigation between New York Attorney General and Richard Grasso, former NYSE chairman,” Nixon Peabody Corporate Responsibility Alert, July 11, 2008.
- “Good hygiene for special litigation committees,” Nixon Peabody Class Action Alert, July 10, 2008.
- “Second Circuit holds that a plaintiff may plead corporate scienter in securities fraud suit without pleading scienter of any specific individual defendant,” Nixon Peabody Securities Litigation Alert, July 7, 2008.
- “Supreme Court holds that parties may not agree to expand grounds for vacating or modifying an arbitration agreement under Federal Arbitration Act,” Nixon Peabody Alternative Dispute Resolution Alert, April 1, 2008.
- “Supreme Court refuses to extend implied private right of action in Stoneridge v. Scientific Atlantic,” Nixon Peabody Securities Litigation Alert, January 16, 2008.
- “Strong words: the Supreme Court defines the statutory requirement to plead a ‘strong inference’ of scienter in securities fraud complaints,” Nixon Peabody Securities Litigation Alert, June 25, 2007.
- “Practice Insights,” UCC sections 2-602, 2-606, 2-607, 2-702, 2-703, 2-705, 2-708, NY Cons. Laws Serv., Mathew Bender & Co., Inc. (2006) (available online through Lexis).
- “Dabit Demystified: U.S. Supreme Court Rules on SLUSA,” The Daily Record, April 24, 2006.
- “Decision in Walt Disney Shareholder Derivative Suit Criticizes But Protects Compensation Decisions of Directors under Business Judgment Rule,” Nixon Peabody Corporate Responsibility Alert, August 17, 2005.
- “Finding Shelter in the Storm: Safe Harbor for Forward-Looking Statements,” Recent Developments in Shareholder Litigation and Related Government Enforcement Initiatives, New York State Bar Association, June 9, 2005.
- “Alternative Business Structures for the Franchise System,” American Bar Association Forum on Franchising, October 2000.
- “Duty to Disclose Purchase or Sale Activity,” co-author, American Bar Association Franchise Law Journal, Vol. 18, No. 2 (Fall 1998).
Ms. Nussbaum is a regular speaker on securities litigation, corporate governance, and ethical issues at industry and legal events, including:
- “Evidence Institute: Admissibility of Electronic Evidence,” Monroe County Bar Association, June 2013.
- “Blowing the Whistle on Fraud: The SEC Whistelblower Program,” New York State Bar Association, Commercial and Federal Litigation Section, May 2013.
- “Advice from the Experts: Successful Strategies for Winning Commercial Cases in New York State Courts,” Monroe County Bar Association, May 2013.
- “Current Issues in Securities Law,” Monroe County Bar Association, October 6, 2010.
- “Ethics Update,” Women’s Bar Association, the State of New York, Annual Convention, 2010, 2007, 2006, 2005.
- “Electronic Evidence,” 2010 Evidence Institute, Monroe County Bar Association, March 2010.
- “Commercial Division Update,” New York State Bar Association, Commercial and Federal Litigation Section, April 2007.
- “Privilege and Ethics—Developments in Corporate Law,” National Association of Women Lawyers Mid-Year Meeting, February 2007.
- “Risk Management for Financial Professionals,” Financial Planners’ Association Convention, May 12, 2006.
- “After Disney: Directors’ Duties,” Association of Corporate Counsel, Rochester Chapter, November 2005.
- “Dissolution of Business Entities,” New York State Judicial Institute, September 29, 2005.
- Not Yet a Relic of History, Hourly Rates Still Prevalent
Rochester Business Journal | May 3, 2013
Rochester office managing partner Carolyn Nussbaum and Rochester Global Business & Transactions partner Jim Bourdeau discuss client demands for value, predictability, and accessibility.
- Excellence in Law
Daily Record | April 18, 2013
Rochester office managing partner and commercial litigation partner Carolyn Nussbaum is among the “Top Women in Law” as recognized by the Daily Record as part of its annual “Excellence in Law” program.
- Don't "Put the Cart Before the Horse": Supreme Court Rejects Amgen's Argument that Securities Fraud Plaintiffs Must Prove Materiality of Alleged Misrepresentations at the Class Certification Stage
Legal Insights | April 15, 2013
Commercial litigation partners Chris Mason and Carolyn Nussbaum and commercial litigation associates Paige Berges and Leah Threatte Bojnowski co-authored this column about the Supreme Court’s split decision upholding the Ninth Circuit’s decision in Amgen Inc. v. Conn. Retirement Plans and Trust Funds.