Kathleen Ceglarski Burns

What do you focus on?

Complex Commercial Disputes

I help clients solve their business problems. Oftentimes, I work with clients to resolve disputes without going to court. When litigation is necessary to achieve a client’s goals, I provide efficient and effective strategic representation. I have successfully represented clients in connection with a wide range of issues, including breach of contract, breach of fiduciary duty, Chapter 93A violations, valuation disputes, breach of partnership agreements and ownership and control disputes. My clients include financial institutions, health care organizations, and other businesses involved in proceedings in state and federal court, arbitrations, and regulatory proceedings.

SEC Enforcement, Government Investigations

I advocate for individual and corporate clients facing investigations and enforcement actions brought by the U.S. Attorney’s Office, Securities and Exchange Commission, and state regulatory agencies. I guide clients through the process of responding to subpoenas and civil investigative demands (CIDs), providing testimony, negotiating settlements and, if necessary, litigating. I routinely advise clients in connection with investigations concerning alleged insider trading, disclosure violations, securities fraud, False Claims Act violations, anti-kickback claims, and other corporate governance matters. I focus on protecting my clients’ interests and minimizing the exposure of individuals and companies through all phases of government investigations, and I provide business-focused advice to help clients minimize future risk.

What do you see on the horizon?

I expect to see litigation, arbitration, and enforcement activity increase in 2021. Courts are becoming more comfortable with virtual proceedings and beginning to clear the backlog that was caused by the pandemic, and arbitration continues to provide a streamlined option for confidential, expedited dispute resolution. The new administration has made it clear that companies can expect a more aggressive enforcement approach, and COVID-19 federal stimulus funding audits, as well as investigations and scrutiny of ESG disclosures, are expected to be top priorities for the SEC and USAO.

Representative Matters

• Obtained summary judgment in federal court against the SEC in favor of investment banker accused of violating securities laws. The case was dismissed in its entirety and our client was completely vindicated. At issue was a $75M municipal bond offering to finance a video game company owned by former Red Sox pitcher Curt Schilling.
• Representing bank executives in connection with DOJ and SEC investigation of alleged securities fraud.
• Representing officer of publicly traded company in connection with SEC investigation of alleged misstatements in public filings.
• Represented health care provider in DOJ investigation into alleged overbilling practices.
• Defended national hospice company in an ongoing DOJ probe of a qui tam action.
• Represented hedge fund and its manager in connection with insider trading investigations launched by the U.S. Attorney in the SDNY and the SEC.
• Represented hedge fund, its manager and trader in connection with SEC investigation for insider trading concerning a trade made in the hours preceding a takeover announcement. Successfully obtained termination notice following written and oral testimony six months after the investigation was opened.
• Defended corporation, officers and directors in shareholder derivative action brought by former senior executives and major shareholders.
• Defended private equity fund and two individual partners in litigation brought by a commercial lender in connection with the liquidation of a portfolio company. Assisted in obtaining the dismissal of litigation against two individual partners and settlement of the litigation on favorable terms.
• Represented selling corporation in failed M&A transaction where prospective purchaser submitted falsified documents in connection with premerger filings with the FTC. Client obtained favorable settlement with the prospective purchaser. Also assisted client in obtaining favorable resolution in subsequent DOJ investigation.
• Represented major financial institution in action against former executives for employee raiding, breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty.
• Successfully argued for dismissal of all product liability claims against medical device corporation without leave to amend.
• Obtained multimillion-dollar judgement on behalf of global travel company in three-week trial in dispute with international software company over software company’s unfair and deceptive business practices and breach of contract.
• Represented institutional investor and member of the liquidation committee of Fairfield Sentry Limited, the largest Madoff feeder fund. Counseled client regarding complex issues including settlement with the Madoff trustee, claims of fraud, claw back actions, investor class actions, distribution of recovered assets and Chapter 15 proceedings in U.S. Bankruptcy Court.
• Represented large European investment fund that lost approximately $400 million in various Madoff feeder funds.
• Represented institutional limited partners and members of the LP advisory committee of two venture funds in dispute with general partners. Assisted with successful negotiation of a resolution through mediation that preserved the value of the investment portfolio and restructured fund management while avoiding litigation.
• Represented public limited partnership and its general partner in governance and control contest, defeating a limited partner’s efforts to gain control of the limited partnership by removing the general partner through a consent solicitation and litigation.
• Represented registered investment adviser who placed more than forty clients into a hedge fund that collapsed. Negotiated settlement on favorable terms.