Jennifer Burns Luz

Jennifer Luz, partner in the firm's Complex Litigation & Dispute Resolution practice, is a member of the firm’s Life Sciences Disputes group and focuses her securities and complex commercial litigation practice on class action and derivative litigation defense, including fiduciary duty claims, corporate governance matters, M&A-related litigation, shareholder disputes, books and records disputes, and government and internal investigations. 

Jennifer represents public and private companies in the life sciences, technology, and financial services industries, as well as directors, trustees and officers. She specializes in securities and M&A-related litigation, and litigations concerning breach of fiduciary duties, corporate governance matters, shareholder disputes, and complex contractual issues. Jennifer litigates issues arising under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940, including disclosure issues, fraud, accounting issues, and trading. She often advises and defends companies facing corporate governance challenges, including director and officer compensation issues and defense against activist shareholders. Her investigative practice includes conducting internal investigations for companies, boards, and board committees, and representing companies and individuals in US Securities and Exchange, FINRA, and other governmental investigations. Jennifer also advises companies on litigation risk mitigation measures.

Jennifer’s recent representations include: 

• Defeated two separate motions for preliminary injunction on behalf of Cedar Realty Trust, Inc. and its directors, allowing a $1.2B asset sale and merger to close
• Won summary judgment dismissal for former board of directors in class action lawsuits alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 challenging Lionbridge's sale to H.I.G. Capital. The dismissal was recently upheld by the Court of Appeals for the Third Circuit
• Won dismissal with prejudice of securities class action in the District of Massachusetts alleging claims against bluebird bio and certain of its officers in connection with a delay in filing a BLA with FDA for a gene therapy for sickle cell disease due to a new manufacturing process, including claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
• Secured a win for Plug Power, a hydrogen fuel company, its CEO, and its CFO in a consolidated securities class action. Plaintiffs allege Exchange Act violations based on alleged misstatements and omissions about the Company’s business, operations, and prospects in connection with a restatement by Plug Power of financial statements
• Obtained voluntary dismissal for public life sciences company and its board in class actions alleging claims under Section 14(a) of the Securities Exchange Act of 1934 concerning the company’s $5.8 billion acquisition
• Obtained voluntary dismissal of class action litigation against public company and its board of directors in connection with the $4.8 billion sale of the company
• Obtained voluntary dismissal of class action litigation against public life sciences company and its board of directors in connection with the $650 million sale of the company
• Won dismissal with prejudice for biopharmaceutical company Inotek in the U.S. District Court for the District of Massachusetts of securities class action under Section 10(b) and Rule 10b-5 against life sciences company and its officers arising out of clinical-trial results for lead product candidate
• Obtained full dismissal of an action filed in the Delaware Court of Chancery against Frequency Therapeutics, Inc. and its Chief Executive Officer asserting claims for conversion and unjust enrichment against Frequency and breach of fiduciary duty against the CEO

• Conducted an investigation for a biotech startup following whistleblower complaints regarding misconduct by senior management
• Represented life sciences company in internal investigation into alleged accounting irregularities, concluding the investigation in time to assure that the annual audit and report were completed on time
• Represented a global technology company in connection with civil False Claim Act qui tam litigation and criminal investigations by the US Attorney's Office and the US Department of Justice, National Security Division, relating to defense contracts and allegations of contract fraud, visa fraud, and ITAR violations

Director Compensation 

• Favorably settled a breach of fiduciary duty derivative action against bluebird bio and current directors regarding claims of excessive compensation, after narrowing the claims at issue by securing partial dismissal
• Successfully defended a life sciences company in responding to multiple shareholder demands for books and records based on allegations of excessive director compensation, preventing discovery of the company’s documents and convincing shareholders there was no basis to file claims

Investment Management Litigation 

• Represented the Independent Trustees of certain closed-end investment funds in litigation against Saba Capital, an activist investor in the funds at issue, securing a partial dismissal of the claims asserted
• Represented the independent trustees of closed-end investment funds in investigating an activist shareholder demand concerning corporate governance changes adopted by the funds, and defense of the independent trustees in a subsequently-filed related litigation
• Represented the demand review committee of a mutual fund board, investigating shareholder demand alleging that the board and the fund’s investment adviser violated their duties when the fund invested in an affiliated fund
• Represented the demand review committee of a closed-end fund board, investigating a shareholder demand that asserted the trustees breached their fiduciary duties by failing to take sufficient action to address market price discounts to NAV, and by approving certain investment advisory agreements

Jennifer is active in Goodwin’s pro bono practice. Her representations include: 

• Winning an argument before the Massachusetts Supreme Judicial Court concerning her minor client’s right to state court factual findings in support of immigration relief being sought
• Successfully represented unaccompanied minors in immigration proceedings, thus securing legal permanent residency for a client following six years of litigation

Jennifer is a member of the Boston Bar Association and the American Bar Association.

Jennifer previously served as a Special Assistant District Attorney for Middlesex County, Massachusetts, conducting jury and bench trials and arguing numerous dispositive and evidentiary motions.

Prior to joining Goodwin, Jennifer was an associate at Cleary, Gottlieb, Steen & Hamilton.

While attending law school, Jennifer served as a notes editor for The Georgetown Law Journal and a contributor to The Annual Review of Criminal Procedure.