George J. Skelly

My focus

I focus on defending officers, directors, and companies in SEC inquiries, enforcement actions, securities fraud class actions, and shareholder derivative actions. I also represent companies in a variety of large commercial disputes including advising companies in merger and acquisition transactions. I litigated and tried claims for $1 billion in principal and interest in the largest Chapter 11 bankruptcy case filed in Delaware. I represented a major public REIT in a contest for control initiated by activist shareholders. 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). 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. 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 recent major waves of securities litigation, including market timing, stock option backdating, and financial-crisis-era mortgage-backed securities offerings.

Representative experience

• Representing the former chairman of a major pharmaceutical company in defending securities fraud class actions and derivative actions.
• 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.
• 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 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

Looking ahead

What do you see on the horizon?

My sense is that the SEC will sharpen its focus on the developing field of digital assets including initial offerings of digital tokens, and private litigation will follow suit. At the same time, the SEC will expand the reach of its insider trading claims, while continuing to pursue more traditional accounting fraud claims. Trials of SEC enforcement actions will become more common as the SEC increasingly refuses to accept “neither admit nor deny” settlements from companies. More broadly, arbitration will likely continue to grow as an alternative forum for dispute resolution.