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.
During the Covid-19 pandemic, I have counseled clients on the myriad of issues impacted by the extraordinary times, 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, assessing and managing supply chain risk, and business transformation. I was proud to counsel local and national manufacturers who pivoted and adapted to supply personal protective equipment to medical centers about the contractual and regulatory landscape. 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 for students, parents, and educators for private schools and higher education institutions, and presented before business and industry groups on reopening risk mitigation. As businesses innovate, adapt and evolve, they will benefit from legal counsel who have the unique practical experience and ability to identify—and solve—the issues that have been 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.
Covid-19 has reshaped commercial relationships and engendered unique and novel legal issues. Businesses need the counsel of those who have had experience navigating regulatory issues to nimbly—and responsibly— transform their operations to meet the emerging challenges and opportunities of this extraordinary time. Businesses need to be attuned to the risks that come with accelerated change, working now to assess, plan for, anticipate and manage internal and external risk, including reviews of procurement policies and contractual provisions.
In the governance area, the events of the past year have accelerated discussion and attention to the development of environmental, social and governance (ESG) standards and policies. We have seen a growth in shareholder activism and litigation around disclosures and implementation of ESG policies. This trend is likely to expand, with increased scrutiny from regulators as well as investors.
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 | April 02, 2021
Rochester Complex Commercial Disputes partner Carolyn Nussbaum has been named as one of the publication’s 2021 “Women of Excellence“ award winners, recognizing high-achieving women for their professional experience, community involvement, leadership, and sustained commitment to mentoring.
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 | October 09, 2019
In her latest Monroe County Bar Association President’s Message, Rochester Complex Commercial Disputes partner Carolyn Nussbaum writes about the collegiality and traditions of the Rochester legal community, including the annual ceremony to honor lawyers and judges who have passed away.
The Daily Record | September 11, 2019
Rochester Complex Commercial Disputes partner Carolyn Nussbaum wrote this contributed article outlining the collaboration between attorneys and judges to increase diversity in the courtroom.
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.
Class Action Alert | 06.28.21
Coronavirus Stimulus & Relief Alert | 03.10.21
Commercial Litigation Alert | 12.21.20
Trending | 12.02.20
Esports, Gaming, and Live Events Alert | 07.30.20
Litigation Alert | 05.20.20
04.29.21 | Virtual Presentation
03.18.21 | Virtual Series
02.17.21 | Virtual Presentation
11.17.20 | Virtual Event
11.10.20 | Virtual Event
06.12.20 | Webinar
05.28.20 | Webinar
03.06.20 | Rochester, NY
06.25.19 | Rochester, NY
George Washington University, J.D., with high honors, Order of the Coif
Smith College, B.A.
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 was selected, through a peer-review survey, for inclusion in The Best Lawyers in America© 2022 in the fields of Arbitration; Bet-the-Company Litigation; Commercial Litigation; Corporate Governance Law; Litigation—Banking and Finance; Litigation—Labor and Employment; Litigation—Mergers and Acquisitions;and Litigation—Securities. She has been listed in Best Lawyers since 2003, and was named Rochester “Lawyer of the Year” in 2021 for Corporate Governance law, in 2020 for Arbitration, in 2019 and 2017 for Litigation—Labor and Employment, in 2018 and 2015 for in Bet-the-Company Litigation, and in 2014 for Litigation—Securities.
Carolyn has also been recognized for exceptional standing in the legal community in Chambers USA: America’s Leading Lawyers for Business 2021 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 of 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 a former Trustee of the Foundation of the Monroe County Bar. She is actively involved in the legal profession as 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 (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 (past 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.
Carolyn is the secretary and member of the Executive Committee of the Rochester Area Community Foundation (past chair of the governance committee); founding and current board member of Cancer Connections, Inc.; member, board of governors and co-chair of the Levine Center to End Hate, an initiative of the Jewish Community Federation of Rochester Inc. (of which she is a past president and current member of the Board of Governors); member of the Finance Committee of The Jewish Federations of North America (and past board member); former board member and officer of Temple Beth El of Rochester and the Jewish Community Center of Rochester; and a former board member of Jewish Senior Life.