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    1. Home
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    3. Stephen M. LaRosePeople
    1. Home
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    3. Stephen M. LaRosePeople

    Stephen M. LaRose

    Partner / Chair, Private Investment Fund Disputes


    • Boston
    • Office617.345.1119
    • slarose@nixonpeabody.com
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    Introduction

    Steve LaRose is the chair of the firm’s 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 litigation proceedings and disputes amongst parties in the areas of private equity and hedge funds, securities laws, corporate governance, partnerships, tax credit investments, and financial services.

    Practice Areas

    LitigationArbitration, Mediation & Alternative Dispute ResolutionPrivate Equity & Investment FundsSecurities & Governance LitigationComplex DisputesFinancial Institution InvestigationsCongressional InvestigationsCommercial Lease DisputesHealthcare Dispute ResolutionTax Credit & Affordable Housing Investment DisputesPrivate Fund Disputes

    Industries

    Financial Services

    My focus

    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 involved in the 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. I handle matters involving the proper attribution of carried interests in a fund.

    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 & Affordable Housing Investment Disputes practice group and 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.

    Looking ahead

    Greater focus and development of environmental, social and governance (ESG) standards. As changes in the globe’s climate continue to progress and social issues take a larger stage in society, many investors now demand greater disclosure of ESG plans and practices. Indeed, the risks associated with ESG issues—damaging weather events caused by climate change, serious health events like endemics or even a global pandemic, and attention or inattention to issues of equality—all can affect corporate performance. We have a patchwork of standards now, but I expect that the SEC and other regulatory bodies will develop new standards to stay with the times, and begin to enforce those standards to meet investor calls for greater transparency.

    Insights

    • “SEC investigations and litigation challenging municipal bond transactions,” Annual meeting of a leading bond counsel firm, April 29, 2021

    Representative experience

    • Secured substantial judgement in arbitration on behalf of an affordable housing developer. The case involved the client’s dispute with another party over its rights to build a large residential affordable building
    • Representing investor financial institutions in ongoing breach of contract and breach of fiduciary duty litigation in Massachusetts state court. The matters pertain to an investment in low-income housing tax credit (LIHTC) projects and claims associated with rights of first refusal issued in connection with the property
    • Obtained a significant settlement in favor of an investor institution and firm client in a federal declaratory judgment action with respect to exercise of a purchase option
    • Obtained judgment in federal court against the SEC, in favor of a client accused of violating the Securities Act of 1933 in the preparation of a municipal bond offering. Following extensive fact discovery engaged in during the case, all claims against the client were dismissed entirely and final judgment was entered, following a federal judge’s decision finding that there was no evidence that the client acted in a reckless or intentionally fraudulent manner. In fact, the judge found that the evidence showed that the client performed his duties in a good faith and professional manner.
    • Defending an information technology and consulting company and two of its executives in litigation in Maryland federal court in connection with the earn-out provisions of a shared purchase agreement
    • 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

    Admitted to practice

    Massachusetts
    U.S. District Court, District of Massachusetts
    U.S. Court of Appeals, First Circuit

    Education

    George Washington University Law School, J.D.
    Villanova University, B.A.

    Professional activities

    • Board member, A Better City, a multi-sector business group united to enhance the Greater Boston region’s economic health, competitiveness, equitable growth, sustainability, and quality of life for all communities
    • Active volunteer, Westwood Food Pantry, Inc., a member agency of the Greater Boston Food Bank
    • Active volunteer on behalf of military veterans, providing pro-bono legal services to veterans and their families upon the veterans’ return from overseas military action
    • Former member, 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
    • Former Scholarship Committee for the Congressman Joe Moakley Foundation
    • Member, Massachusetts Bar Association and the Boston Bar Association
    • Former Board of Directors, Little League Baseball

    Recognition

    • Selected, through a peer-review survey, for inclusion in The Best Lawyers in America® 2023 in the field of Commercial Litigation; listed since 2018

    In the News

    • Bloomberg Radio

      Baystate Business

      Complex Commercial Disputes co-leader and Boston partner Steve LaRose joined the “Baystate Business“ radio program Thursday to discuss the Massachusetts Supreme Judicial Court’s decision concerning Governor Baker’s power to limit business activity during the pandemic.
      Dec 10, 2020
    • Law360

      Aetna Blasts Conformis For Using Patient To Force Coverage

      Complex Commercial Disputes co-practice group leader and Boston partner Steve LaRose and Manchester associate Kierstan Schultz were mentioned in this article for representing Aetna in a suit regarding coverage for medical device manufacturer Conformis’ customized total knee implants.
      July 24, 2020
    • Massachusetts Lawyers Weekly

      Promotions

      This roundup of personnel moves in the area’s legal scene highlights the promotion of Boston Complex Commercial Disputes partner Stephen LaRose to co-leader of the practice group.
      July 25, 2019
    • American Lawyer “Litigation Daily”

      How Nixon Peabody’s Brian Kelly Crushed the SEC

      Boston Government Investigations and White Collar Defense partner Brian Kelly is quoted regarding the favorable District Court decision for NP’s client, a Wells Fargo banker cleared of charges related to his role in the bond transaction for 38 Studios.
      June 13, 2019
    • The Boston Globe

      Sailing coach caught in maelstrom

      In the following coverage, Boston Government Investigations and White Collar Defense partner Brian Kelly is quoted regarding the favorable District Court decision for NP’s client, a Wells Fargo banker cleared of charges related to his role in the bond transaction for 38 Studios.
      June 13, 2019
    • The Bond Buyer

      Banker Cannava claims victory over SEC in 38 Studios case

      In the following coverage, Boston Government Investigations and White Collar Defense partner Brian Kelly is quoted regarding the favorable district court decision for Nixon Peabody’s client, a Wells Fargo banker cleared of charges related to his role in the bond transaction for 38 Studios. The team on this matter also included partners Kathleen Ceglarski Burns, Stephen LaRose and Steven Richard, associate Charles Dell’Anno and paralegal Kanda Faye.
      June 12, 2019
    • The Providence Journal

      Judge clears banker in 38 Studios case

      In the following coverage, Boston Government Investigations and White Collar Defense partner Brian Kelly is quoted regarding the favorable District Court decision for NP’s client, a Wells Fargo banker cleared of charges related to his role in the bond transaction for 38 Studios. The NP team on this matter also included partners Kathleen Ceglarski Burns, Stephen LaRose and Steven Richard, associate Charles Dell’Anno and paralegal Kanda Faye.
      June 12, 2019
    • The Bond Buyer

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

      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.
      Oct 3, 2016
    • The Bond Buyer

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

      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.
      Aug 5, 2016
    • Law360

      Private Fund Regulation in 2015—SEC Levels Up

      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.
      Dec 18, 2015
    • PE Manager

      Madoff Case Highlights PE Liability Risk

      Boston Commercial Litigation partner Steve LaRose discusses the importance of carefully reviewing what types of specific disclosures are bring written into fund agreements.
      April 29, 2014
    • Massachusetts Lawyers Weekly

      Massachusetts Go To Lawyers

      Boston Complex Disputes partner Steve LaRose, chair of the firm’s Private Investment Fund Disputes team, is featured in this article as one of the publication’s “Go To Lawyers” for business litigation in 2022.

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      • San Francisco
      • Office:415.984.8309
      • abarron@nixonpeabody.com
      Anthony Barron
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      • Rochester
      • Office:585.263.1037
      • kharding@nixonpeabody.com
      Kimberly Harding
    • John Ruskusky

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      • Chicago
      • Office:312.977.4460
        Mobile:708.606.8720
      • jtruskusky@nixonpeabody.com
      John Ruskusky
    • Jeffrey S. Brenner

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      • Office:401.454.1042
      • jbrenner@nixonpeabody.com
      Jeffrey S. Brenner
    • Daniel J. Hurteau

      Partner / Deputy Practice Group Leader, Complex Disputes
      • Albany
      • Office:518.427.2652
      • dhurteau@nixonpeabody.com
      Daniel J. Hurteau
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