Daniel Roeser

Dan Roeser is a partner in Goodwin’s Securities Litigation & White Collar Defense group and its Digital Currency & Blockchain Technology practice. Daniel represents companies and institutions, underwriters, and individuals in securities actions, shareholder derivative actions, and criminal and regulatory proceedings. His clients span a wide range of industries, including financial services, life sciences, and technology:

• Companies and Institutions: Daniel has represented an array of domestic and international companies and institutions, including Cognizant Technology Solutions Corporation; Countrywide Financial Corporation, the Tezos Foundation, and Nomura Securities International, Inc.
• Underwriters: Daniel has represented syndicates of investment banks that underwrote primary and secondary public offerings of issuers across several industries, including financial services, money transfer and payment services, and life sciences.
• Individuals: Daniel has represented a series of C-suite officers and other individuals, including the former CEO of Wells Fargo; the former CEO of Petrobras; the Chairman and CEO of Caesars Entertainment Corporation; and the CFO of Pfizer, Inc.
• Criminal and Regulatory Proceedings: Daniel has represented individuals and institutions in criminal insider trading cases and investigations by the United States Attorney’s Office, the Securities and Exchange Commission, and the Chicago Mercantile Exchange.

Daniel’s cases involve some of the most high-profile matters of their kind, such as the Wells Fargo, Petrobras and Caesars litigations, as well as legal issues that are at the leading edge of securities law, such as digital currency + blockchain technology; high frequency, algorithmic trading; and spoofing.

Daniel has represented financial institutions, life sciences companies, technology companies, and individuals in securities and shareholder derivative actions and in criminal and regulatory proceedings.

Securities Actions: Daniel has represented companies and institutions, underwriters, and C-suite officers in securities actions across the country:

Companies and Institutions

• Tezos Foundation Securities Class Action: Currently represents the Tezos Foundation, a Swiss Foundation that supports a new cryptocurrency and blockchain platform, in a putative securities class action in federal court in San Francisco arising out of a fundraiser of the equivalent of $232 million in Bitcoin and Ethereum in connection with the Tezos blockchain platform. This is one of the first putative securities class actions in the digital currency and blockchain technology space.
• Cognizant Technology Solutions Securities Class Action: Currently represents Cognizant Technology Solutions Corporation, a leading global provider of information technology, consulting and business process services, and its CEO and CFO in a putative securities class action in federal court in New Jersey arising out of Cognizant’s announcement of an internal investigation into whether certain payments relating to facilities in India were made in possible violation of the U.S. Foreign Corrupt Practices Act and other applicable laws.
• FHLB Boston Securities Action: Represented Nomura in a securities action in state court in Boston brought by the Federal Home Loan Bank of Boston, which sued more than 70 defendants in connection with its alleged purchases of hundreds of millions of dollars of securities in more than 100 offerings of mortgage-backed securities.
• Rockwell Medical Securities Class Action (Rockwell I): Represented Rockwell Medical, Inc., a pharmaceutical company targeting end-stage renal disease and chronic kidney disease, and its CEO and CFO in a putative securities class action in federal court in New York challenging statements about the marketing of Rockwell’s FDA-approved iron replacement drug for hemodialysis patients. The case was dismissed with prejudice.
• FDIC Securities Actions: Represented Countrywide (formerly the largest mortgage lender in the United States) in four securities actions in federal court in Los Angeles brought by the FDIC in its capacity as receiver for failed Strategic Capital Bank, Colonial Bank and Security Savings Bank, each of which purchased mortgage-backed securities issued by Countrywide subsidiaries. All claims against Countrywide were dismissed with prejudice. In a decision of national significance for the defense of securities class actions and class actions generally, the court limited the standing of putative class action plaintiffs and refused to toll the statutes of limitations and repose for federal securities claims filed in state court.
• Countrywide Mortgage-backed Securities Class Actions: Represented Countrywide in putative securities class actions in federal court in Los Angeles brought by purchasers of approximately $360 billion of mortgage-backed securities issued by Countrywide subsidiaries in 429 offerings of more than 9,000 tranches of securities from 2005 through 2007. The case settled on very favorable terms.
• Countrywide Mortgage-backed Securities Multidistrict Litigation: Represented Countrywide in establishing a multidistrict litigation proceeding in federal court in Los Angeles to centralize what became more than 40 securities cases filed in connection with public offerings of mortgage-backed securities by Countrywide subsidiaries.
• Nomura Mortgage-backed Securities Class Action: Represented Nomura and senior directors and officers in a putative securities class action in federal court in Boston brought by purchasers of mortgage-backed securities issued by Nomura affiliates in 2006. The case was dismissed with prejudice, and that dismissal was largely affirmed on appeal. In decisions that were the first of their kind in a mortgage-backed securities case, the District of Massachusetts and First Circuit held that investors lacked standing to sue on offerings in which they did not purchase securities. These decisions became leading authorities in the defense of mortgage-backed securities class actions.
• Heartland Securities Class Action: Represented Heartland, one of the country’s largest payment card processors, and its CEO and CFO in a putative securities class action in federal court in New Jersey concerning a security breach that allegedly resulted in the theft of a reported 130 million credit and debit card numbers. The case was dismissed with prejudice.
• FirstBank Puerto Rico Securities Action: Represented the acquirer in a securities action by FirstBank Puerto Rico, Inc. concerning a merger involving Instituto de Banca y Comercio, Inc., an educational institution that provided student loans. The case was dismissed with prejudice.

Underwriters

• Axogen Securities Class Action: Currently represents the syndicate of four investment banks that underwrote the $41 million and $132 million secondary public offerings of common stock of Axogen, Inc., a leading provider of surgical solutions for peripheral nerve injury, in a putative securities class action in federal court in Florida.
• Osmotica Pharmaceuticals Securities Class Action: Currently represents the syndicate of four investment banks that underwrote the $53.5 million initial public offering of common stock of Osmotica Pharmaceuticals plc, a biopharmaceutical company focused on the development and commercialization of specialty products that target markets with underserved patient populations, in a putative securities class action in state court in New Jersey.
• American Renal Associates Securities Class Action: Represented the syndicate of six investment banks that underwrote the $189.75 million initial public offering of common stock of American Renal Associates Holdings, Inc., a provider of dialysis services, in a putative securities class action in federal court in Boston. The case settled with the syndicate paying nothing.
• MoneyGram Securities Class Action: Represented the syndicate of six investment banks that underwrote the $151.8 million secondary public offering of common stock of MoneyGram International, a leading provider of global money transfer and payment services, in a putative securities class action in federal court in Delaware. The plaintiff voluntarily dismissed the case with prejudice.
• 500.com Securities Class Action: Represented the syndicate of three investment banks that underwrote the $86.5 million initial public offering of American Depositary Shares of 500.com, a provider of Chinese online lottery services, in a putative securities class action in federal court in Los Angeles. After the syndicate filed a motion to dismiss, the plaintiff voluntarily dismissed the claims against the syndicate with prejudice.
• State Street Securities Class Action: Represented the syndicate of four investment banks that underwrote the $2.9 billion secondary public offering of common stock of State Street Corporation, a financial services company, in a putative securities class action in federal court in Boston. The case settled with the syndicate paying nothing.

Individuals

• Wells Fargo Securities Class Action: Currently represents the former CEO of Wells Fargo in a putative securities class action in federal court in San Francisco that alleges misrepresentations and omissions concerning Wells Fargo’s “cross-selling” business model, including the opening of unauthorized deposit and credit card accounts.
• Rockwell Medical Securities Class Action (Rockwell II): Currently represents the former CEO and CFO of Rockwell Medical, Inc., a pharmaceutical company targeting end-stage renal disease and chronic kidney disease, in a putative securities class action in federal court in New York challenging statements about Rockwell’s expectations for reimbursement by the Centers for Medicare and Medicaid Services for Rockwell’s FDA-approved iron replacement drug for hemodialysis patients.
• Petrobras Securities Class Action: Represented the former CEO of Petrobras in a putative securities class action and opt-out cases in federal court in New York that allege a bribery and money-laundering scheme involving Petrobras executives, Brazil’s ruling political parties, and many of Brazil’s largest contractors. The case settled with the former CEO paying nothing.
• Caesars Entertainment Litigation: Represented the Chairman and CEO of Caesars Entertainment Corporation in litigation in federal court in Chicago arising out of the bankruptcy of Caesars’ operating company. The case settled with the Chairman and CEO paying nothing.
• Pfizer Securities Class Action: Represented the CFO of Pfizer, Inc. in a putative securities class action in federal court in New York that alleged unlawful off-label marketing of pharmaceutical products. The case settled with the CFO paying nothing.
• S.A.C. Capital Advisors Securities Class Actions: Represented former S.A.C. Capital Advisors portfolio manager Mathew Martoma in putative securities class actions in federal court in New York brought by investors in pharmaceutical companies Elan Corporation, plc and Wyeth in the wake of what the United States Attorney’s Office and Securities and Exchange Commission have described as the largest insider trading case in history. The cases settled with Mr. Martoma paying nothing.

Shareholder Derivative Actions: Daniel has represented corporations, directors, and C-suite officers in shareholder derivative actions in federal and state court:

• Wells Fargo Shareholder Derivative Actions: Currently represents the former CEO of Wells Fargo in shareholder derivative actions in federal and state court in San Francisco that allege the creation of unauthorized customer accounts, unauthorized enrollment of customers in insurance products, and improper charges to customers of mortgage and insurance-related fees.
• Cognizant Technology Solutions Shareholder Derivative Actions: Currently represents Cognizant Technology Solutions Corporation, a leading global provider of information technology, consulting and business process services, and certain current and former directors and officers in shareholder derivative actions in federal and state court in New Jersey arising out of Cognizant’s announcement of an internal investigation into whether certain payments relating to facilities in India were made in possible violation of the U.S. Foreign Corrupt Practices Act and other applicable laws.
• Countrywide Shareholder Derivative Action: Represented Countrywide on appeal in a shareholder derivative action challenging the accuracy of public disclosures, a $2.4 billion stock repurchase, and alleged insider trading by former directors and officers. The Delaware Supreme Court affirmed Countrywide’s position in a unanimous en banc opinion, and the case was subsequently dismissed with prejudice. In a decision that The American Lawyer described as “groundbreaking,” the Delaware Supreme Court ruled that a shareholder of a target corporation retains the right after a merger to pursue derivative claims only where the board effects that merger for the sole, fraudulent purpose of extinguishing the claims. This decision has widespread significance for Delaware corporations that are acquirers/targets in M&A deals.
• Citrix Systems Shareholder Derivative Action: Represented directors of Citrix Systems, Inc., a leader in virtualization, mobility management and networking technology, in a shareholder derivative action in state court in Delaware challenging the compensation awarded to non-employee directors. The case settled with the directors paying nothing.
• ARIAD Pharmaceuticals Shareholder Derivative Action: Represented directors of ARIAD Pharmaceuticals, Inc., a pharmaceutical research and development company, in a shareholder derivative action in state court in Delaware challenging the board’s decision to acquire the remaining minority interest in a subsidiary. The case was dismissed with prejudice.
• Heartland Shareholder Derivative Actions: Represented Heartland, one of the country’s largest payment card processors, in shareholder derivative actions in federal court in New Jersey concerning a security breach that allegedly resulted in the theft of a reported 130 million credit and debit card numbers. The claims were dismissed with prejudice.

Criminal and Regulatory Proceedings: Daniel has represented the subjects of investigations by the United States Attorney’s Office, the Securities and Exchange Commission, and the Chicago Mercantile Exchange in criminal and regulatory proceedings:

• Currently represents an issuer of digital assets in an investigation into an initial coin offering (ICO) by the Securities and Exchange Commission.
• Currently represents a hedge fund using high frequency, algorithmic trading strategies in an investigation into market manipulation by the Securities and Exchange Commission.
• Currently represents precious metals traders in an investigation into spoofing by the Chicago Mercantile Exchange.
• Represented a former director and deputy chief risk officer of a bank in an investigation into money laundering and related public disclosures by the Securities and Exchange Commission.
• Represented the former CFO of a public company in a prosecution of the former CEO for fraud by the United States Attorney’s Office.
• Represented former S.A.C. Capital Advisors portfolio manager Mathew Martoma in insider trading cases brought by the United States Attorney’s Office and the Securities and Exchange Commission that both agencies describe as the largest insider trading cases ever charged.

Prior to joining Goodwin, Daniel was an associate at Cravath, Swaine & Moore LLP where he represented Credit Suisse in multidistrict litigation and related state and bankruptcy litigation concerning the collapse of Enron; Deloitte & Touche LLP in litigation concerning the collapse of Adelphia Communications Corp.; and Merck & Co., Inc., in multidistrict litigation concerning the withdrawal of VIOXX®.

In addition, Daniel, pro bono in conjunction with the New York Office of the Appellate Defender, challenged on appeal a second degree murder conviction. The conviction was overturned.

Daniel is a member of the Securities Litigation Committee of the New York City Bar Association.

Daniel has been selected for inclusion in The Legal 500 US 2022 and 2023. Daniel has also been selected for inclusion in the 2024 and 2025 Lawdragon 500 Leading Litigators in America.

Daniel co-authored the Securities Litigation chapter in the 2015, 2016, 2017, and 2018 editions of the American Bar Association’s annual publication, Recent Developments in Business and Corporate Litigation.

• Mentioned, “Litigator of the Week Runners-Up and Shout Outs,” Law.com, May 10, 2024
• Co-Author, “High Court: Section 11 Securities Plaintiffs Must Trace Shares to Challenged Registration Statement,” New York Law Journal, June 26, 2023

Speaking Engagements

Daniel is an active speaker on securities and shareholder litigation. Speaking engagements include:

• 8th Blockchain Economic Forum, Davos: The Evolution of Banks and Payment Systems, January 2020
• New York City Bar Association Securities Litigation Committee: Hot Topics in Federal Securities Litigation, January 2019
• Fintech Frenzy: Perspectives on Recent Regulatory Developments – Recent Regulatory Developments in Blockchain and Cryptocurrency, November 2018
• Western Bankers Association Webinar: Blockchain + The Banking Industry, October 2018
• Securities and Shareholder Litigation 2017: Cutting-Edge Developments, Planning, and Strategy, October 2017
• Securities and Shareholder Litigation 2016: Cutting-Edge Developments, Planning, and Strategy, March 2016
• Bank Counsel 2015 Seminar, April 2015
• Securities and Shareholder Litigation 2015: Cutting-Edge Developments, Planning, and Strategy, January 2015

Daniel also presents regularly on recent developments in securities litigation through in-house continuing legal education programs at financial institutions.