Morgan Mordecai

Morgan Mordecai, a partner in the firm's Litigation Department, concentrates her practice on government and internal investigations, including those by the U.S. Department of Justice, the U.S. Securities and Exchange Commission, FINRA, and other regulatory organizations, in relation to financial accounting improprieties, securities fraud, insider trading, visa fraud, export violations, and alleged violations of the Foreign Corrupt Practice Act (FCPA) and False Claims Act (FCA); M&A-related litigation; SPAC litigation; securities litigation; and complex commercial litigation. She is also a member of the firm’s Life Sciences Disputes group

Ms. Mordecai also advises clients on compliance and risk management issues. This includes advice on internal compliance processes and procedures, dealing with whistleblowers, and process and disclosure issues related to mergers and acquisitions.

Ms. Mordecai’s clients include public and private healthcare, life sciences, and technology companies, their boards and officers, private equity and venture capital firms and their partners, and financial services providers.  Her recent representations include:

• A global technology company in connection with civil False Claim Act qui tam litigation and criminal investigations by the U.S. Attorney's Office and the U.S. Department of Justice, National Security Division, relating to defense contracts and allegations of visa fraud, contract fraud, and ITAR violations.
• A U.S.-based global manufacturer of scientific instruments and medical devices in connection with investigations by the SEC, DOJ and Hong Kong Independent Commission Against Corruption into alleged bribery and corruption violations at several of the company's China subsidiaries, including relating to the use of third-party intermediaries in connection with contracts with state-owned entities.
• Won dismissal with prejudice in the U.S. District Court for the District of Massachusetts of securities class action under Section 10(b) and Rule 10b-5 against a public life sciences company and its officers arising out of clinical-trial results for lead product candidate.
• Represented one of the nation’s largest homebuilders in merger litigation brought by stockholders of a development company being acquired, successfully convincing the stockholders to drop their request for an injunction and voluntarily dismiss the case.
• Representation of Trulia and its board of directors, in class action lawsuits in Superior Court for San Francisco County, California, and the Delaware Court of Chancery challenging the $3.5 billion all-stock merger with Zillow Inc. Successfully consolidated the cases to expedite their resolution in advance of the closing and negotiated a favorable settlement, allowing the merger to close as scheduled. Submitted the requested supplemental briefing on behalf of the defendants in connection with what became a highly publicized settlement approval process.
• Represented a $4 billion venture capital firm in an appraisal action and won a favorable appraisal award, which is among the highest appraisal awards as a multiple of cash-out price issued by the Chancery Court in the last decade.

Ms. Mordecai is a member of the Boston Bar Association.

Ms. Mordecai worked as a Special Assistant District Attorney for both the Suffolk County and Middlesex County District Attorney's Offices. In that capacity, she prosecuted numerous felony and misdemeanor cases, conducting numerous bench and jury trials and arguing dozens of dispositive and evidentiary motions.

While in law school, Ms. Mordecai was a member of The George Washington Law Review. Additionally, she was the 2010 recipient of the Henry R. Berger Award for Excellence in Tort Law.

Morgan was named to Benchmark Litigation’s 40 & Under Hot List for 2024.

Ms. Mordecai is a frequent writer on securities disclosure issues, internal investigations, and securities class actions. Her recent publications include:

• “SEC Charges SPAC, Sponsor, Target, and CEO Over Misleading Proposed de-SPAC Transaction Disclosures,” Goodwin Client Alert, July 2021
• “Limiting SPAC-Related Litigation Risk: Disclosure and Process Considerations,” Harvard Law School Forum on Corporate Governance, March 2021
• “Get Your Board On Board with Limiting SPAC-Related Litigation Risk,” Goodwin Insights, June 2021
• “Corporate Whistleblower Developments and Best Practices,” Corporate Counsel,November 2018
• “Do You Have to Disclose a Government Investigation? Practical Considerations, Legal Standards, and Recent Case Law,” Bank and Corporate Governance Law Reporter, May 2016
• “Disclosure Hot Topics in M&A Litigation,” The Review of Securities & Commodities Regulation, September 2014

She is a contributor on the editorial board of Goodwin's Securities Snapshot, a bi-weekly newsletter highlighting news from the civil and criminal securities law arenas.