Carolyn Nussbaum is a partner in the Complex Commercial Disputes group, a member of the Securities and Governance Litigation and Class Action teams and served as Managing Partner of the Rochester office from 2011–2017. Carolyn represents companies and their management and leaders who confront business disputes.
I concentrate my commercial litigation practice in several specialized areas, using more than 30 years of experience in the courtroom to represent clients in securities and governance, financial and complex business disputes. My litigation experience also brings a valuable perspective to the negotiating table to assist deal lawyers and clients draft provisions that will be interpreted as intended, and potentially avoid future disputes.
For the last several months, I have counseled clients on the issues sharpened by the pandemic, including force majeure provisions, whether to invoke frustration or impossibility to modify contractual obligations, how to respond to concerns on contractual insecurity, material adverse change (MAC) provisions, and assessing and managing supply chain risk. I was proud to counsel local and national manufacturers who pivoted to transform their operations to supply personal protective equipment to medical centers on their contractual and regulatory challenges. More recently, clients have sought my advice on how to protect their businesses as they navigate reopening guidelines, including whether and how to manage risk through releases, waivers and other documentation. I have prepared social compacts among students, parents, and educators for private schools and higher education institutions, and presented before business and industry groups on reopening risk mitigation. As businesses enter into new contractual arrangements, they benefit from legal counsel with the unique practical experience and ability to identify—and solve —the longer-term issues created and impacted by the pandemic.
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.
I represent local, regional and national financial institutions in the defense of claims by borrowers, consumers, and others, including consumer class actions, particularly claims of wrongful fees, and the investigation and defense of claims from suspected fraud by customers, counter-parties and employees. My experience includes defending fraudulent transfer claims, as well as Fair Debt Collection Practices Act (FDCPA) claims, claims regarding fee disclosures, and claims arising out of customer misconduct.
I have defended multiple securities class actions and other collective litigations and proceedings alleging consumer and commercial claims. Working together with our clients, we develop an approach, tailored to each case, focused on strategic defense and efficient dispute resolution. I have extensively litigated the ability to pursue multi-claimant and class action arbitrations in the arbitration forum as well as in the courts. We provide value to our clients honed by extensive experience and deep knowledge of the latest developments and trends.
I work with clients to explore strategies to prompt expedient efficient results of 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 limiting the ability to aggregate arbitrations, we assisted the client in reaching a business resolution that avoided the distraction and expense of continued litigation.
The changes brought by Covid-19 on businesses have reshaped relationships and engendered unique and novel legal issues. Businesses need the counsel of those with direct experience navigating regulatory issues, and helping clients nimbly—and responsibly— transform their operations to meet the challenges and opportunities of our time. Businesses need to be attuned to the risks that come with accelerated change, working now to plan for, anticipate and manage internal and external risks.
Ms. Nussbaum has published several articles and book chapters, including:
Ms. Nussbaum is a regular speaker on securities litigation, corporate governance, and ethical issues at industry and legal events, including:
Rochester Business Journal | June 12, 2020
Rochester Corporate partner Jeremy Wolk contributed this column on how businesses can prepare now for legal implications of the coronavirus, putting themselves in a stronger position for long-term success. The column was adapted from an NP alert by Rochester Complex Commercial Disputes partners Carolyn Nussbaum and Rick McGuirk.
The Daily Record | June 10, 2020
In her final monthly column as president of the Monroe County Bar Association, Rochester Complex Commercial Disputes partner Carolyn Nussbaum reflects on the last three months of her presidency, focusing on the bar association’s role and its responsibility to educate, inform and address overt racism in response to the death of George Floyd.
The Daily Record | March 11, 2020
In her monthly column as president of the Monroe County Bar Association, Rochester Complex Commercial Disputes partner Carolyn Nussbaum relates a story from early in her legal career that illustrates the impact of the late U.S. District Judge Michael Telesca.
Rochester Business Journal | March 06, 2020
This article highlighting the steps management should take to protect a company’s brand during litigation features Rochester Complex Commercial Disputes partner Carolyn Nussbaum discussing the value of enlisting a public relations consultant to help with messaging.
The Daily Record | February 12, 2020
In her monthly Monroe County Bar Association President’s Message, Rochester Complex Commercial Disputes partner Carolyn Nussbaum discusses a new, voluntary and confidential process designed to provide area judges with valuable feedback and improve bench-bar relations.
The Daily Record | January 08, 2020
Rochester Complex Commercial Disputes partner Carolyn Nussbaum, the president of the Monroe County Bar Association, wrote this column detailing the crucial role the MCBA played in managing the various complications resulting from the unexpected departure of a state Supreme Court justice.
The Daily Record | December 11, 2019
As the current president of the Monroe County Bar Association (MBCA), Rochester Complex Commercial Disputes partner Carolyn Nussbaum authored this column about the MBCA’s accomplishments over the past year, upcoming member programming, and goals for 2020.
The Daily Record | August 07, 2019
Rochester Complex Commercial Disputes partner Carolyn Nussbaum and president of the Monroe County Bar Association wrote this article emphasizing the many ways these local organizations contribute to individual lawyers, the legal profession and the community at large.
The Daily Record | July 10, 2019
Rochester Complex Commercial Disputes partner Carolyn Nussbaum, who was sworn in last month as the new president of the Monroe County Bar Association, wrote this contributed article about why she wanted to lead the organization and how attorneys can maximize their impact by working together.
The Daily Record (Rochester) | June 26, 2019
Rochester Complex Commercial Disputes partner Carolyn Nussbaum discussed her role as president of the Monroe County Bar Association. Carolyn was sworn in earlier in June.
The Daily Record | June 13, 2019
Rochester Complex Commercial Disputes partner Carolyn Nussbaum was sworn in on Wednesday as the president of the Monroe County Bar Association.
Financial Times | October 20, 2018
Rochester Complex Commercial Disputes partner Carolyn Nussbaum is quoted in this article analyzing an important recent decision by the Delaware Chancery Court regarding Material Adverse Effects in corporate M&A deals.
Financial Times | October 18, 2018
Rochester Complex Commercial Disputes partner Carolyn Nussbaum is quoted in this article analyzing an important recent decision by the Delaware Chancery Court regarding Material Adverse Effects in corporate M&A deals.
Law360 | October 14, 2018
In the following coverage, Rochester Corporate partner Lori Green, Complex Commercial Disputes partners Rick McGuirk and Carolyn Nussbaum, and New York City Complex Commercial Disputes partner Chris Mason analyze a key ruling by the Delaware Chancery Court that affirmed the existence of a material adverse event allowing German pharmaceutical company Fresenius to back down from a merger with Akorn, Inc.
Law360 | October 14, 2018
In the following coverage, Rochester Corporate partner Lori Green, Complex Commercial Disputes partners Rick McGuirk and Carolyn Nussbaum, and New York City Complex Commercial Disputes partner Chris Mason analyze a key ruling by the Delaware Chancery Court that affirmed the existence of a material adverse event allowing German pharmaceutical company Fresenius to back down from a merger with Akorn, Inc.
Rochester Business Journal | July 19, 2018
Rochester Complex Commercial Disputes partner Carolyn Nussbaum is quoted in this article analyzing the impact of changes to the Dodd-Frank banking law and the Consumer Financial Protection Bureau.
Business Insurance | March 26, 2018
Rochester commercial litigation partner Carolyn Nussbaum is quoted in this article on the impact of a recent Supreme Court ruling that upends a set of 1995 reforms to the process of securities-offerings litigation.
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 has been listed in Best Lawyers since 2001. She was selected, through a peer-review survey, for inclusion in The Best Lawyers in America© 2021–2018 in the fields of Arbitration and Corporate Governance Law ; since 2015 in Litigation—Labor and Employment; and Litigation—Mergers and Acquisitions; since 2011 in Litigation—Banking and Finance and Litigation—Securities; in Bet-the-Company Litigation since 2010 and Commercial Litigation since 2006. Carolyn has been named 2021 Rochester “Lawyer of the Year” in Corporate Governance law, in 2020 in Arbitration, 2019 and 2017 in Litigation—Labor and Employment, 2018 and 2015 in Bet-the-Company Litigation, and 2014 in Litigation—Securities.
Carolyn has also been recognized for exceptional standing in the legal community in Chambers USA: America’s Leading Lawyers for Business 2020 for Litigation: General Commercial (Upstate New York); she has also been recognized in previous years.
Carolyn has been recognized as an “Rochester, New York Super Lawyer” by the publishers of Super Lawyers magazine for consecutive years since 2007. Super Lawyers is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high-degree of peer recognition and professional achievement. This selection process includes independent research, peer nominations, and peer evaluations.
In October 2016, Carolyn was honored as one of the “Top Women in Law” by the New York Law Journal, following her selection in January 2015 as an “ATHENA Awards” finalist and as a “Top Women in Law” award recipient by the Daily Record in May 2013. Based on a peer-review survey conducted by New York Upstate Super Lawyers magazine, she has been selected as one of the Top 25 Women annually since 2007, one of the Top 50 Upstate Super Lawyers in 2007–2008, 2012–2013, and one of the Top 10 Upstate Super Lawyers in 2007, along with being recognized in Securities Litigation (2007–2015). Carolyn has also received an AV Preeminent® Peer Review Rating™ from Martindale Hubbell®, the highest possible rating for ethics and legal ability from her peers and the Judiciary.
Carolyn Nussbaum has been appointed by Chief Judge DiFiore to serve on the statewide Commercial Division Advisory Council to advise the judiciary on the Commercial Division of the Supreme Court of the State of New York. She is a past-president of the Monroe County Bar Association, and is also currently a member of the New York Law Journal's Board of Editors; the New York State Bar Foundation (Fellow); the New York State Bar Association (former elected delegate and member, Nominating Committee, past appointed member of Committee on Courts of Appellate Jurisdiction); the Volunteer Legal Services Project (past president); the Women’s Bar Association of the State of New York (past director); the Greater Rochester Association for Women Attorneys (past president); and the Partnership for Equal Justice and Campaign for Justice (campaign cabinet member). 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 she serves on the Committee on the Local Rules for the Western District of New York.