N. ScottFletcher

Practice Leader Securities Litigation & SEC Enforcement

(T) + 1.832.239.3846

Scott Fletcher, co-head of the Firm's Securities Litigation & SEC Enforcement Practice, defends clients in securities litigation, government investigations, and commercial disputes throughout the United States. For more than 25 years, Scott has represented issuers, underwriters, officers, and directors in securities fraud class actions, shareholder derivative cases, M&A litigation, bondholder disputes, and takeover cases. Scott, who is also admitted in Delaware and New York, has been lead counsel in dozens of cases and argued appeals in numerous federal and state courts.

In addition to securities litigation, Scott regularly defends clients in SEC and DOJ investigations, leads internal corporate investigations, and advises companies on governance and fiduciary duty issues. He also has tried commercial and intellectual property disputes to verdict and has obtained several multimillion dollar arbitration awards. Recent representations include clients in the energy, finance, accounting, chemical, construction, medical, telecommunications, retail, and computer industries.

Scott was formerly co-chair of the ABA's Securities Litigation, IPO Litigation Subcommittee and chair of the Houston Bar Association's Securities Litigation and Arbitration Section. Client and peer reviewers in Chambers describe him as "keep[ing] his eye on the big picture" (2014); "he's smart, thorough, and he takes command of the courtroom and takes it seriously" (2015); "adept at handling the full range of disputes in the field" (2016); his "prowess in handling securities matters is well known" (2017); and "smart and creative securities litigator" who is "always the best prepared in the room and knows when to pick a fight and when to back off" (2018).

Experience

  • MPLX and Marathon Petroleum prevail in merger litigationJones Day successfully defended MPLX LP and Marathon Petroleum Corporation against shareholder lawsuits filed in Delaware challenging MPLX's $15 billion merger with MarkWest Energy, one of the largest processors of natural gas in the United States.
  • National Public Finance Guarantee Corporation and MBIA Insurance Corporation prevail on appeal in Harris County bond litigationJones Day represented National Public Finance Guarantee Corporation and won an appellate victory reversing the trial court’s ruling and reinstating claims related to approximately $1 billion in bonds issued by the Harris County-Houston Sports Authority ("Sports Authority") in connection with the construction and development of professional sports stadiums in Houston.
  • Investment bank successfully defends energy litigation arising out of $1 billion auction of Bakken interestsJones Day defended an investment bank in Colorado state court against claims arising out of the $1.05 billion sale of an exploration company's oil and gas interests in the Williston Basin.
  • Med-Trans defends against billing disputeJones Day successfully represented Med-Trans Corporation, one of the nation's leading air ambulance service providers, in litigation filed in Jefferson County, Texas.
  • Koch Industries subsidiary acquires PetroLogistics for $2.1 billionJones Day advised Flint Hills Resources, LLC, a leading refining, chemicals, and biofuels company, and a subsidiary of Koch Industries, Inc., in its acquisition of PetroLogistics, LP, a master limited partnership that is a major U.S. producer of propylene, in a cash deal valued at approximately $2.1 billion.
  • Owner of real estate project defends against temporary restraining order and appointment of receiverJones Day represented the owner of a multimillion dollar real estate project in a lawsuit in Harris County state court relating to a series of complex commercial real estate transactions.
  • ERG Intermediate Holdings confirms Chapter 11 reorganization planJones Day advised ERG Intermediate Holdings, LLC and certain of its affiliates ("ERG") in connection with the confirmation and implementation of ERG's chapter 11 plan of reorganization.
  • International energy equipment supplier seeks relief in purchase price disputeJones Day successfully obtained an initial TRO for an energy equipment supplier related to a purchase price dispute and is continuing to litigate the matter.
  • Special Committee of Board of Directors of international energy services company investigating alleged FCPA violationsJones Day is representing the Special Committee of the Board of Directors of an international energy services company investigating alleged FCPA violations in response to shareholder demand.
  • Former McAfee President accused of options backdating is vindicatedJones Day obtained public vindication and substantial damages for former McAfee President Kevin M. Weiss more than five-and-a-half years after he was improperly terminated for cause by McAfee, Inc. and made the scapegoat for the company's options backdating problems.
  • Holly Corporation defended against twelve shareholder lawsuits arising out of proposed $7 billion merger-of-equals with Frontier OilJones Day defended Holly Corporation against twelve shareholder lawsuits filed in state and federal courts in Texas and Wyoming arising out of Holly's proposed $7 billion merger-of-equals with Frontier Oil Corporation.
  • Potash Corporation successfully defends historic $43.1 billion hostile takeover bidFollowing an arduous three-month battle, Jones Day's client, Potash Corporation of Saskatchewan, Inc., successfully repelled BHP Billiton's hostile $43.1 billion tender offer for all of PotashCorp's shares in November 2010.
  • Certain Directors of Pride International successfully defended against shareholder derivative litigation relating to alleged Foreign Corrupt Practices Act violations and shareholder claims challenging proposed merger with EnscoJones Day successfully defended certain directors of Pride International, Inc. against shareholder derivative claims for breach of fiduciary duties relating to alleged Foreign Corrupt Practices Act (FCPA) violations, and against shareholder claims in Delaware state court and Texas state and federal courts challenging Pride's proposed $7.3 billion merger with Ensco plc.
  • Crown Castle International obtains dismissal of shareholder claimsFollowing years of derivative litigation, Jones Day obtained a dismissal of all shareholder claims against Crown Castle International Corp.
  • Jones Day's Houston lawyers bike 180 miles for charityA team of nine lawyers from the Houston Office of global law firm Jones Day and several clients took part in last month's MS 150, a two-day bicycle ride to Austin benefiting the National Multiple Sclerosis Society.
  • The following represents experience prior to joining Jones Day.

    Securities Litigation Matters
    Obtained dismissal with prejudice of stock option backdating claims in shareholder class action against medical device manufacturer.

    Defeated shareholder challenge to a $1.3 billion merger who alleged inadequacy of price and disclosures in public tender offer.

    Secured dismissal with prejudice of securities fraud class action alleging accounting misrepresentations by largest electrical subcontractor in United States; affirmed on appeal.

    Obtained dismissal with prejudice of securities fraud class action against major energy services provider following restatement of its financials for approximately two-year period.

    Secured dismissal with prejudice of securities fraud class action filed against Fortune 1000 computer software company following drop in stock price of nearly 50 percent.

    Represented private equity group in merger challenge to proposed acquisition of supermarket chain; case settled favorably for client.

    Represented national brokerage firms and individual brokers in securities arbitrations alleging fraud, negligence, churning, unsuitability, failure to supervise, and other claims.

    Advised multiple corporate clients on litigation issues relating to corporate disclosures, mergers and acquisitions, proxy statements, Section 16(b) liability, restatements, credit downgrades, proved reserves, and retirement plan disclosures.

    Selected Reported Cases
    Lormand v. US Unwired, Inc., 565 F.3d 228 (5th Cir. 2009); Romero v. US Unwired, Inc., 2006 WL 2366342 (E.D. La. Aug. 11, 2006).

    In re Cyberonics Inc. Sec. Litig., 523 F. Supp. 2d 547 (S.D. Tex. 2007), aff'd sub nom. Catogas v. Cyberonics, Inc., 292 Fed. Appx. 311, 2008 WL 4158923 (5th Circ. Sept. 8, 2008).

    In re Integrated Elec. Servs., Inc. Sec. Litig., 2006 WL 54021 (S.D. Tex. Jan. 10, 2006), aff'd sub nom. Central Laborers' Pension Fund v. Integrated Elec. Servs., Inc., 497 F.3d 546 (5th Cir. 2007).

    Director and Officer Litigation
    Defeated shareholder derivative action alleging demand futility against board of directors of international wireless infrastructure company arising out of stock option backdating allegations.

    Vindicated a security software senior executive wrongfully terminated in connection with options backdating investigation; after a two-week arbitration, the arbitrator found no justification to terminate executive "for cause" and awarded substantial damages.

    Obtained dismissal of shareholder derivative action against directors of telecommunications company alleged to have breached fiduciary duties in connection with disclosures and proposed merger.

    Dismissal with prejudice of shareholder derivative action alleging breach of fiduciary duties by directors of electrical subcontractor in connection with financial statements.

    Dismissal with prejudice of shareholder class action for breach of fiduciary duty filed against directors of largest independent public energy exploration and production company and its board of directors arising out of the consummation of a stock-for-stock merger.

    Represented directors and officers of international chemical company in litigation alleging breach of fiduciary duties in connection with proposed merger.

    Submitted amicus brief to Texas Supreme Court on issue of aider liability under Texas Securities Act where the court adopted arguments made in the amicus brief.

    Selected Reported Cases
    In re Crown Castle Int'l. Corp., 247 S.W.3d 349 (Tex. App. – Houston [14th Dist.] 2008).

    Romero v. US Unwired, Inc., No. 04-2312, 2005 WL 2050280 (E.D. La. Aug. 11, 2005).

    Sterling Trust Co. v. Adderley, 168 S.W.3d 835 (Tex. 2005).

    SEC Enforcement and Internal Investigations
    Represented officers, directors, and individuals in formal and informal investigations by the SEC, DOJ, and other regulators for stock option backdating, earnings management, overstatement of revenues, channel stuffing, parking, insider trading, and other potential violations.

    Conducted internal investigations for special committees and audit committees evaluating allegations of fraud, mismanagement, inadequate internal controls, accounting irregularities, and improper financial reporting in conjunction with whistleblower claims and SEC inquiries.

    Commercial Litigation Matters
    Obtained judgment as member of trial team that the buyer in a $10 billion merger breached its obligations to use its reasonable best efforts to secure its financing and consummate the merger with the client.

    Obtained summary judgment as lead counsel for company alleged to have breached indenture contract by failing to make timely SEC filings while internal investigation was pending.

    Successfully prosecuted as member of trial team the three-week AAA arbitration of a dispute over the ownership and operation of an international gas and power trading and marketing company; arbitration panel awarded ownership rights to major energy client and rejected opponent's $1.3 billion damages claim.

    Obtained summary judgment as lead counsel on multimillion dollar claims filed by former employee against majority shareholder of an oil technology company alleging breach of contract, fraud, and alter ego liability; also developed $1 million counterclaim against former employee that was used to resolve additional disputes.

    Secured $6.2 million award as lead counsel in two-week JAMS arbitration for computer software company of dispute involving breach of contract and breach of duty of good faith and fair dealing.

    Defended national accounting firm against claims of negligence, negligent misrepresentation, and deceptive trade practices; plaintiffs sought a multimillion dollar recovery (including treble damages); matter settled shortly after mediation with client paying a nominal sum well below the cost of defense.

    Defended a Fortune 500 turbine manufacturer in a white-collar criminal action alleging government contract fraud arising out of $100 million construction contract.

    Represented medical company in breach of contract dispute with supplier that was resolved on favorable terms for our client.

    Represented homeowners in an action filed against a general contractor and architect for breach of contract, negligence, negligent misrepresentation, and deceptive trade practices arising out of construction of a $1.5 million home; clients recovered full repair costs and attorney fees in settlement.

    Successfully defended directors of failed banks in cases filed by FDIC, obtaining summary judgment against the FDIC in one action.

    Defended consumer class actions against public companies in the computer hardware industry; matters resolved either by defeat of class certification or by favorable settlement for clients.

    Selected Case Citations
    Hexion Specialty Chemicals, Inc., et al. v. Huntsman Corp., 965 A.2d, 715 (Del. Ch. 2008).

    Cyberonics, Inc. v. Wells Fargo Bank, N.A., 2007 WL 1729977 (S.D. Tex. June 13, 2007).

    Intellectual Property Litigation
    Represented computer software company in two-week arbitration concerning alleged breach of source code licensing agreement, copyright infringement, and trade secret misappropriation; case settled favorably for client prior to issuance of arbitration award.

    Secured defense verdict with other attorneys in four-week trial in federal court of multimillion dollar patent infringement litigation filed by competitor against energy company; trial court ruling affirmed on appeal.

    Represented energy services company with other attorneys in multimillion dollar patent infringement litigation; case settled favorably for client.

    Obtained summary judgment for entertainment industry defendants in copyright litigation involving animated series broadcast on MTV.

    Represented computer software company as lead counsel in copyright infringement and trade secret misappropriation case; obtained TRO and ex parte seizure order before the case settled on favorable terms for client.

    Selected Case Citations
    Union Pac. Resources Co. v. Chesapeake Energy Corp., 1998 WL 34359125 (N.D. Tex. May 20, 1998).

  • Speaking Engagements

    • September 29, 2016
      The Audit Committee and Government Enforcement: Where the Buck Stops, Third Annual Government Enforcement Institute, UT Law CLE
    • July 9, 2015
      Partnership by Ambush: Lessons from ETP v. Enterprise Products, 2015 LLCs, LPs and Partnerships, UT Law CLE
    • May 7, 2015
      Turmoil in the Oil Patch: Risks and Opportunities for Oil & Gas Companies and Investors
    • December 5, 2013
      SEC Conference 2013: An Accounting Update for Public Companies
    • October 26, 2011
      Current Expert Issues, Texas Bar CLE, Advanced Civil Trial Course
    • October 13, 2011
      Impact of Dodd-Frank and SEC Whistleblower Rules, Navigant Seminar
    • January 2011
      The New World of Insider Trading, Houston Bar Association
    • September 2010
      The Dodd-Frank Act of 2010: Corporate Disclosure and SEC Enforcement; Houston Bar Association
    • May 20, 2005
      Internal Investigations, PLI Corporate Compliance Institute Program
    • April 14-15, 2005
      Preserving, Gathering, and Producing Electronic Documents for Use in Corporate Internal Investigations and Related Litigation, We Have a Serious Problem: Tackling the Corporate Internal Investigation, South Texas College of Law – Houston
    • March 26, 2004
      Is Secondary Liability Your Primary Concern?, Texas Bar Association Securities Litigation and Arbitration Program
    • March 26, 2004
      Securities in the Six o’Clock News, Texas Bar Association Securities Litigation and Arbitration Program
    • 2003
      Transferring Energy Through Derivatives Trading – Recent Developments in Energy Litigation, Litigation Section Annual Meeting, American Bar Association
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