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Stephen M. LaRose



Steve LaRose is deputy chair of the Private Investment Fund Disputes team. He is a skilled commercial litigator who works with clients to resolve their business problems, particularly in defense of SEC investigations, and in disputes amongst parties in the areas of private equity and hedge funds, the securities laws, corporate governance, partnerships, tax credit investments and financial services.

What do you focus on?

The SEC, Securities Laws and Shareholder Issues

Whether in large corporations, financial institutions, partnerships or closely held corporations, disputes continue to arise over corporate governance, fiduciary concerns, alleged violations of the U.S. securities laws and corporate control matters. I regularly represent businesses and individuals in front of the Securities & Exchange Commission (SEC), as well as state securities regulatory bodies. I am currently involved in defense of a number of actions asserted against clients by the SEC involving alleged disclosure issues in municipal bond offerings.

Investment Fund and Other Partnership Disputes

I represent private equity funds, hedge funds and managers and institutional investors to resolve disputes concerning fund management, compliance issues, redemptions and valuation matters. Currently, I am working on a client matter involving a challenge to a fund’s valuation.

Private Equity Operating Company Disputes

More and more, I see a trend involving private equity funds’ involvement in disputes at the operating company level, generally over management of the operating company or its dealings with third parties. Recently, I defended a private fund sued in its capacity as decision maker for one of its portfolio companies. Similarly, the SEC continues to be active in this space, paying particular attention to private equity firms’ methods of receiving fees.

Tax Credit Funds

I work with the firm’s first-in-class Tax Credit Syndication group, and I help clients protect their tax credit investments by resolving disputes between partners, working out problems at the operating partnership level and attending to tax credit compliance issues.

What do you see on the horizon?

While the new administration has preached less regulation, I continue to see aggressive enforcement efforts by the SEC, with an emphasis on perceived failures in disclosure materials and heightened concern for the amount and type of fees that managers collect.

Representative Experience

  • Representing client in SEC lawsuit pending in U.S. District Court involving claims of violations of the Securities Act of 1933
  • Representing closed-end mutual fund in multiple court actions relating to former fund manager’s fraud, conversion and related misconduct
  • Representing public entity in SEC investigation relating to disclosures made in municipal bond offerings
  • Successfully resolved claims raised by Massachusetts Securities Division against investment firm
  • 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.
  • Representing private equity fund in litigation concerning an operating company’s ownership and control
  • Obtained trial judgement for investment fund after three-day bench trial concerning commercial tenant’s breach of lease terms
  • Representing hedge fund in litigation concerning asset valuation matters
  • Secured eight figure, multimillion-dollar settlement payment for client in California-based arbitration proceedings concerning valuation of investment partnership asset
  • Represented pension fund in matters concerning investment manager’s governance of investments
  • Represented private equity fund in related parties’ dispute with investor over control of the target company, resulting in favorable settlement
  • Represented U.S. bank and trust company in dispute concerning an investment trust’s significant losses caused by advisor’s unsuitable investments in risky and illiquid mortgage-backed securities, resulting in favorable settlement
  • Represented a major manufacturer of consumer products in a trial brought by a supplier in federal court; at the conclusion of trial, obtained a directed verdict on the supplier’s claim of misappropriation of trade secrets; directed verdict was affirmed on supplier’s appeal before a federal appeals court
  • Secured trial victory on behalf of an investment partnership after a lengthy trial in New Jersey state court; the client’s dispute arose with a municipality over the municipality’s decision to claim that a “PILOT” tax exemption was unenforceable, after having previously granted the tax exemption to the client, thereby unfairly subjecting the client to significant tax liability
  • Secured judgment on behalf of investment partnership in California against plaintiffs’ claims in an involuntary bankruptcy proceeding; as part of the entry of final judgment, the court ordered that the opposing parties reimburse the client for all of Nixon Peabody’s attorneys’ fees
  • Secured multimillion-dollar summary judgment award on behalf of investment limited partner in dispute with manager of tax credit partnership
  • Secured dismissal of plaintiff’s lawsuit aimed at stopping development of multi-unit residential housing complex
  • Secured trial victory in Massachusetts Superior Court on behalf of quasi-state agency, defending claims arising from eminent domain proceedings
  • Defended nine pairs of Cayman Island and Delaware-based issuer/co-issuer defendants in a $100 million securities fraud case involving the sale of collateralized debt obligations (CDOs), resulting in a complete dismissal of the case
  • Obtained dismissal of class action securities law claims against biopharmaceutical company and its directors, arising from merger agreement of two biopharmaceutical companies; class action plaintiffs brought multi-state actions alleging violations of the securities laws in an effort to stop the planned merger; the Delaware Chancery Court found in favor of the clients and against class plaintiffs in plaintiffs’ emergency motion for expedited proceedings, finding that class plaintiffs had no colorable claim
  • Obtained summary judgment award in Massachusetts Superior Court for restaurant chain in zoning dispute that concerned approvals for electronic signage
  • Obtained a favorable decision from the Massachusetts Supreme Judicial Court on behalf of corporate taxpayers, among others, in a first-of-its-kind claim alleging violation of substantive due process rights against the Department of Revenue
  • Obtained permanent injunction in Massachusetts state court on behalf of global insurance and investment provider concerning a municipality’s unlawful decision to exclude certain investment providers from municipal employees’ retirement savings plan
  • Advised European bank with respect to rights arising from investment in hedge fund that failed due to Madoff Ponzi scheme
  • Advised European bank on its rights and obligations in role on liquidation committee of hedge fund that failed due to Madoff Ponzi scheme

Cannava Fighting SEC's Effort to Put Him Back in 38 Studios Suit

The Bond Buyer | October 03, 2016

Boston Government Investigations & White Collar Defense partner Brian Kelly is quoted throughout this piece that follows the ongoing developments in the fight between Peter Cannava and the Securities and Exchange Commission. Boston commercial litigation partner Steve LaRose and associate Kathleen Ceglarski Burns are also part of the legal team representing Cannava.

Why a Judge Dismissed Cannava From SEC's 38 Studios Case

The Bond Buyer | August 05, 2016

This coverage notes Nixon Peabody’s recent win on behalf of client Peter Cannava, involving SEC claims related to a bond offer involving former MLB pitcher Curt Schilling. Boston partners Brian Kelly and Steve LaRose, Providence counsel Charles Tamuleviz and Boston associate Kathleen Ceglarski Burns are listed as the litigation team, and Brian Kelly is quoted.

Private Fund Regulation in 2015—SEC Levels Up

Law360 | December 18, 2015

Boston partner and deputy chairman of the Private Investment Fund Disputes team Stephen LaRose and Boston associate Kathleen Ceglarski Burns co-authored this article. The piece discusses how the U.S. Securities and Exchange Commission’s focus on private fund advisers has shifted from learning and information gathering to examination and enforcement activity.

Contact

Stephen M. LaRose

Partner

Boston

Phone: 617-345-1119


Fax: 617-345-1300

George Washington University Law School, J.D.

Villanova University, B.A.

Massachusetts

U.S. District Court, District of Massachusetts

U.S. Court of Appeals, First Circuit

Stephen was selected by his peers for inclusion in The Best Lawyers in America© 2018 in the field of Commercial Litigation.

  • Board of Advisors, Italian Home for Children in Boston, a home dedicated to providing services to at-risk youth from across the City of Boston
  • Scholarship Committee for the Congressman Joe Moakley Foundation
  • Member, Massachusetts Bar Association and the Boston Bar Association
  • Additionally, Steve presently volunteers on behalf of military veterans, providing pro-bono legal services to veterans and their families upon the veterans’ return from overseas military action.
  • Board of Directors, town Little League Baseball
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