George J. Skelly

What do you focus on?

I focus on defending officers, directors and companies in SEC inquiries and enforcement actions and in securities fraud class actions. But I also represent companies in a variety of large commercial disputes. I recently represented a major public REIT in a contest for control initiated by activist shareholders. I successfully litigated and tried claims for $1 billion in principal and interest in the largest operating Chapter 11 bankruptcy case filed in Delaware. I successfully defended the CEO of a major public software company in a 15-day federal jury trial in which the SEC claimed accounting fraud. My team obtained a complete victory in a two-year federal court enforcement action by the SEC against the collateral manager of a complex derivative financial product (CDO). Acting as ‘plaintiff’s counsel,’ I achieved a significant victory for a consumer product company in an arbitration against a component supplier to recover costs associated with a major product recall. I have defended individual officers and directors in SEC actions and investigations in each of the major waves of securities litigation over the last two decades, including market timing, stock option backdating and financial-crisis-era mortgage-backed securities offerings.

What do you see on the horizon?

My sense is that the SEC will be returning its focus to more traditional accounting fraud and insider trading claims, now that many of the financial-crisis-era cases have run their course; and the plaintiffs’ class action bar will not be far behind. Trials of SEC enforcement claims will become more common as the SEC increasingly refuses to accept ‘neither admit nor deny’ settlements from companies who feel they have not acted improperly but would settle for business reasons. More broadly, arbitration will likely continue to grow as an alternative forum for dispute resolution.

Representative Experience

• Represented a multibillion-dollar public REIT in multi-front shareholder and derivative litigation regarding a change-of-control contest in Massachusetts federal courts and in arbitrations.
• Successfully represented the indenture trustee for bondholders of an energy company in one of the largest bankruptcy litigations in U.S. Bankruptcy Court, including a three-week trial of complex intercompany liabilities, corporate governance, and rights to post-petition interest and “make-whole” premiums.
• Successfully defended a public pharmaceutical company in Delaware and Massachusetts class and derivative actions challenging a merger on fiduciary duty and disclosure grounds.
• Obtained dismissal of Securities and Exchange Commission’s claims in high-profile CDO/CDS case alleging securities law violations by collateral manager of $1 billion CDO.
• Successfully defended the former CEO of a major public software company in a two-week federal jury trial brought by the Securities and Exchange Commission alleging securities fraud in accounting for software transactions.
• Obtained eight-figure payment in resolution of major commercial litigation on behalf of a consumer product company seeking damages related to a product recall from a component supplier in a case alleging product defects.
• Conducted an internal investigation of a public entertainment-products company regarding allegations of accounting irregularities for the audit committee of the board of directors.
• Successfully defended and resolved private antitrust-conspiracy claims brought against a manufacturer of materials used in consumer products.
• Successfully obtained damages award in arbitration on claims for breach of supply contracts on behalf of a consumer product company.
• Successfully defended the Boston Beer Company, Inc., in several nationwide class actions in state and federal courts in which plaintiffs alleged that the company and other brewers and distillers violated state laws by allegedly targeting minors in advertising.
• Representing officers of public companies in internal investigations and Securities and Exchange Commission investigations regarding stock options grants.
• Defense of officer of major mutual fund company regarding very high profile claims brought by the Securities and Exchange Commission alleging market timing.
• Defense of officer of major mutual fund company in Securities and Exchange Commission investigation regarding allegations of improper use of directed brokerage, soft dollars, and other payments for “shelf space.”
• Successfully defended officers and trustees of mutual fund companies in numerous class actions and derivative actions claiming that the mutual fund companies improperly permitted market timing in their funds.
• Successfully defended officers and trustees of mutual fund companies in numerous class actions and derivative actions claiming that the mutual fund companies engaged in impermissible “shelf space” arrangements with brokerage companies or otherwise charged excess fees.
• Representing investment management firm in connection with Securities and Exchange Commission and Commodity Futures Trading Commission investigations.
• Representing major mutual fund complex in a variety of litigation matters.

Federal Court Clerkships

• Judge Ruth Bader Ginsburg, U.S. Court of Appeals for the D.C. Circuit, 1984-1985