Marc J. Sonnenfeld

Partner

Marc J. Sonnenfeld is a partner in Morgan Lewis's Litigation Practice and head of the Securities Litigation Group in Philadelphia. His practice focuses on defending securities and shareholder litigation and related regulatory and enforcement proceedings, as well as counseling directors and officers on corporate governance issues. Mr. Sonnenfeld has successfully defended shareholder class and derivative actions against public and private corporations, controlling shareholders, directors and officers, and underwriters arising under federal and state law.

Since 2000, Mr. Sonnenfeld has led the teams defending approximately 20 putative securities class actions around the country. Motions to dismiss have been granted in whole or in part in many of those cases, including In re Trex Sec. Litig. (W.D. Va. 2006); In re American Business Financial Services, Inc. Sec. Litig. (E.D. Pa. 2005); In re CDnow, Inc. Sec. Litig. (E.D. Pa. 2001); and In re StaffMark, Inc. Sec. Litig. (W.D. Ark. 2000). In Barrier Therapeutics, Inc. Sec. Litig. (D.N.J. 2006), the plaintiffs voluntarily dismissed their claims with prejudice instead of responding to the motion to dismiss. Mr. Sonnenfeld led the team that obtained the dismissal of claims for breach of fiduciary duty, gross negligence, corporate mismanagement, and waste against 12 former directors and officers in Continuing Creditors' Committee of Star Telecommunications v. Edgecomb (D. Del. 2004). AIG has approved Mr. Sonnenfeld on its panel for the defense of directors and officers in securities litigation.

Recently, Mr. Sonnenfeld has led teams defending issuers and/or their directors and officers in eight putative securities class actions: GPC Biotech AG Securities Litigation (SDNY), NutriSystem, Inc. Securities Litigation (EDPA), RadioShack Securities Litigation (N.D. Tex.), Nash Finch Securities Litigation (D.Minn), Nature's Sunshine Products Securities Litigation (D. Utah), SFBC Securities and Derivative Litigation (D.N.J.), GMH Securities Litigation (E.D.Pa), and ABFS Noteholders Litigation (E.D.Pa.). Mr. Sonnenfeld recently has led teams representing the underwriter defendants in two putative securities class actions: Constar International, Inc Securities Litigation (representing Citigroup, JP Morgan Chase Securities, Deutsche Bank Securities and Lazard) and PMA Capital Corporation Securities Litigation (representing Credit Suisse and Banc of America Securities). In addition, Mr. Sonnenfeld recently represented an outside director in the Medarex Derivative Litigation (D.N.J.), involving allegations of backdating of the grant of options, and he is leading the team representing the former audit committee members of a bankrupt public company in an action by a Chapter 7 Trustee alleging breach of fiduciary duty.

Mr. Sonnenfeld's substantial trial and appellate experience includes two defense verdicts in the past three years — one representing a large developer before a jury in an action brought by a competitor alleging tortious interference with plans to develop a competing mall, and the other representing a software manufacturer in an action brought by a competitor alleging false advertising in violation of the Lanham Act. Mr. Sonnenfeld handled the successful trial and appeal of a statutory appraisal proceeding in Wheaton v. Smith, 160 N.J. 383, 734 A.2d 738 (1999) to determine the fair value of shares in a large closely held company, resulting in a published opinion on an issue of first impression. Recently, Mr. Sonnenfeld obtained the dismissal of shareholder derivative cases in Pennsylvania and Texas, following evidentiary hearings in each case, and argued a Third Circuit appeal, all involving novel issues of corporate governance. One of Mr. Sonnenfeld's trials was the subject of a trial practice book, Herbert J. Stern and Stephen A. Saltzburg, Trying Cases to Win: Anatomy of a Trial (Aspen 1999).

Mr. Sonnenfeld's appellate practice also has included appearing as amicus curiae in several significant cases. For example in Cuker v. Mikalauskas, 547 Pa. 600, 692 A.2d 1042 (1997), Mr. Sonnenfeld filed an amicus brief on behalf of the Pennsylvania Chamber of Business & Industry, the Greater Philadelphia Chamber of Commerce, and the Greater Pittsburgh Chamber of Commerce, successfully urging adoption of the American Law Institute's Principles of Corporate Governance provisions concerning termination of shareholder derivative litigation and articulation of the "business judgment rule." In two other amicus briefs on behalf of the Pennsylvania, Philadelphia, and Pittsburgh Chambers, Mr. Sonnenfeld successfully urged that the imposition of punitive damages under the facts of those cases was contrary to public policy. Within the past year, Mr. Sonnenfeld filed successful amicus briefs on behalf of the Greater Philadelphia Chamber of Commerce supporting the recently enacted Philadelphia campaign finance ordinance and opposing a referendum on the location of gaming facilities within Philadelphia. Mr. Sonnenfeld has twice filed amicus briefs on behalf of the Philadelphia Bar Association, successfully supporting the position of Pennsylvania judges seeking adequate compensation, urging, respectively, that legislative attempts to lower judicial pensions and salaries were unconstitutional. Early in his career, Mr. Sonnenfeld was commended by one appellate court in a published opinion for his "imaginative and vigorous representation" as court-appointed counsel for the appellant. Boyer v. Patton, 579 F.2d 284, 289 (3d Cir. 1978).

Mr. Sonnenfeld is a fellow of the American College of Trial Lawyers (a prestigious organization limited to the top 1% of trial lawyers nationally) and has been named one of Philadelphia's top business litigators in The Best Lawyers in America since 1997. Mr. Sonnenfeld also is included in the Chambers USA: America's Leading Business Lawyers directory, which refers to him as a "top securities litigator." Chambers notes that "peers and clients alike recommended 'distinguished, bright and gentlemanly' Marc Sonnenfeld for his deep expertise and 'effectively deployed vast experience' in securities and corporate litigation. According to interviewees, 'his reputation precedes him.'" He was selected by Philadelphia magazine as one of the 100 "Pennsylvania Super Lawyers."

Mr. Sonnenfeld is a 1968 graduate of Swarthmore College and a 1971 graduate of Harvard Law School. In 1972, he served as law clerk to Judge Joseph S. Lord, III, then Chief Judge of the U.S. District Court for the Eastern District of Pennsylvania. Mr. Sonnenfeld has served on the board of managers of Swarthmore College, where he has chaired the Audit Committee, and on the national board of trustees of the American Inns of Court Foundation. Recently, Mr. Sonnenfeld was elected a fellow of the College of Physicians of Philadelphia—an honor rarely bestowed upon one who is not a medical doctor.

Mr. Sonnenfeld was on the faculty for the Practising Law Institute's annual securities litigation seminar in New York from 2001-2004. He has served as chair of the Philadelphia Bar Association's Board of Governors and co-chair of its Business Court Task Force, which developed the Commerce Case Program of the Philadelphia Court of Common Pleas. He is currently a member of the American Bar Association, the Pennsylvania Bar Association, and the Philadelphia Bar Association.

Mr. Sonnenfeld is admitted to practice in Pennsylvania, the District of Columbia, Massachusetts, and Florida and before the U.S. Supreme Court.