Laura McNally defends clients in class and individual actions brought under federal securities law, challenges to mergers and acquisitions, derivative suits, and appraisals. She also represents clients in investigations by the US Securities and Exchange Commission (SEC).
Laura focuses her practice on civil litigation and regulatory investigations under the federal securities laws as well as state law claims arising from corporate transactions, such as suits seeking to enjoin mergers and acquisitions and appraisals. She also defends companies and boards of directors in derivative suits challenging corporate decisions or alleged failure to supervise. In federal court, Laura has successfully argued multiple a motions to dismiss a putative class actions alleging violations of the securities laws, which dismissals were upheld on appeal and which involved issues of first impression, such as whether statements in companies’ codes of ethics are actionable or the scope of documents subject to judicial notice on a motion to dismiss. News coverage of one of the arguments is linked to this bio. Laura also successfully argued the motion to dismiss a putative class action seeking to bring class claims for breach of fiduciary duty against a broker and an insurer based on sales of variable annuities. Laura has a strong track record of success on motions to dismiss, having worked on nine motions that have been granted since 2012.
Laura recently gave the post-trial argument relating to the valuation of a business and evidentiary issues in connection with an appraisal case in the Delaware Court of Chancery. At that trial, she conducted an expert direct examination and was a key member of the trial team. Laura also led the team, conducted direct and cross-examinations of expert and fact witnesses, and made the closing argument in a federal jury trial challenging conditions of confinement for a prisoner. One study has found that of cases filed by prisoners challenging the conditions of confinement, only 2% results in jury verdicts, and of those that go to trial, less than 1% result in a favorable verdict for the prisoner. News coverage of the civil rights trial is linked to this bio.
Laura has also represented companies, executives and related individuals in SEC investigations into insider trading, conflicts of interest and accounting issues.
Laura has a Masters in economics, with a specialization in law and finance and uses her economics background to analyze damages and causation issues, and she works closely with economic experts.
Laura dedicates significant time to her pro bono work on prisoner civil rights cases in conjunction with the US District Court for the Eastern District of Pennsylvania’s Prisoner Civil Rights Panel. She has been recognized by the Court for her success in winning a prisoner civil rights jury trial, and has secured favorable summary judgment decisions in multiple cases.
Prior to joining Morgan Lewis, Laura worked at the SEC, Division of Enforcement while in law school.
In a hotly contested and widely publicized appeal of the 2016 trial in the appraisal case Verizon Partners Master Fund Ltd. and Verition Multi-Strategy Master Fund Ltd. v. Aruba Networks, Inc. (Del 2019), the Delaware Supreme Court issued an opinion finding that the fair value of Aruba Networks, Inc. (Aruba)—a company that had been acquired by Hewlett-Packard Company (HP) in May 2015 for $2.8 billion—was HP’s $19.10 valuation of Aruba prior to the deal, which was significantly less than the deal price of $24.67 per share and far less than the $32.57 per share sought by the petitioners in the case.
In Hyman v. City of Philadelphia, et al. (E.D. Pa. 2014), Laura led the trial team in a multi-day prisoner civil rights federal jury trial. She conducted direct and cross examinations of expert and fact witnesses, argued evidentiary motions, and delivered the closing argument. Laura and the team secured a rare favorable jury victory in this type of case.
In In re Egalet Corporation Securities Litigation, (E.D. Pa. 2018), the district court dismissed a putative class action alleging violations of the federal securities laws for failure to predict how the FDA would act in approving a drug. In a sweeping 58 page opinion, the district court rules in favor of defendants on virtually all issues ranging from the protection afforded by the safe harbor for forward-looking statements to the type of facts necessary to plead that defendants acted with the requisite state of mind. The case was appealed to the Third Circuit, which affirmed the dismissal.
In Retail Wholesale & Department Store Union Local 338 Retirement Fund v. Hewlett-Packard Co. (9th Cir. 2017), a case in which Laura argued the motion to dismiss the second amended complaint before the district court, the Ninth Circuit affirmed the district court’s dismissal of securities fraud claims based on the company’s ethics code and statements relating to it. The Ninth Circuit ruled that there had been no affirmative misrepresentation because the statements were not objectively verifiable, that any alleged misrepresentation was not material and that there was no duty to disclose any supposedly omitted facts “[b]ecause the affirmative statements did not create the impression of full compliance.” News coverage of this opinion is linked to this bio.
In Doshi and City of Livonia Emps. Ret. Sys. v. General Cable Corp. (6th Cir. 2016), the Sixth Circuit Court of Appeals affirmed the district court’s dismissal of a putative class action alleging violations of the federal securities laws based on two restatements, finding that plaintiff had not adequately pled scienter.
Motions To Dismiss Granted By Trial Courts
Cochran v. The Penn Mutual Life Insurance (N.D. Ga. 2020). Laura successfully argued the motion to dismiss class action allegations against The Penn Mutual Life Insurance Co. and its brokerage subsidiary, Hornor, Townsend & Kent LLC (HTK). The complaint challenged as an alleged breach of fiduciary duty HTK’s marketing of tax-deferred annuities issued by Penn Mutual. The district court accepted our argument that these class claims are precluded by the Securities Litigation Uniform Standards Act. The judge further granted our motion to compel arbitration before the Financial Industry Regulatory Authority on the plaintiff’s individual claims.
Costanzo v. DXC Technology (N.D. Cal. 2020) the district court dismissed a putative class action alleging violations of Sections 11 and 15 of the Securities Act of 1933 arising from the prospectus and registration statement issued in connection with the merger of Computer Sciences Corp. and the Enterprise Services division of HPE to form DXC Technology Co. We represented HPE and four of its officers named as defendants, including former CEO Meg Whitman. The district court’s decision held that the allegations of the complaint, even if taken as true for purposes of the motion, do not support the plaintiffs' claim that the registration statement included false or misleading statements. The district court further found that certain alleged misstatements are forward-looking and protected by the safe harbor provision of the Private Securities Litigation Reform Act of 1995, and that other alleged misstatements were non-actionable puffery or statements of opinion. The district court allowed the plaintiffs 60 days to file an amended complaint.
In Antczak v. TD Ameritrade Clearing, Inc. et al. (E.D. Pa. 2018), the district court dismissed a putative class action alleging violations of the federal securities laws and state laws arising from losses an investor suffered when her financial advisor made investment decisions based on the advice of a registered independent investment advisor, not any TD Ameritrade Defendant.
Plumley v. Sempra Energy (S.D. Cal. 2017), the district court dismissed putative class action claims alleging violations of the federal securities laws arising from the natural gas leak at the Alison Canyon natural gas facility. The court examined both pre-leak and post-leak statements and found that plaintiff failed to plead facts showing that the challenged statements were false or that defendants acted with scienter. The court allowed plaintiff 21 days in which to file an amended complaint addressing the deficiencies that it identified.
Fischman v. Reed, (S.D. Cal 2017), the district court dismissed for failure to show demand futility the derivative claims filed by plaintiff, purporting to sue on behalf of Sempra and SoCal Gas, who alleged failure of oversight by the companies’ officers and directors to prevent the natural gas leak at the Aliso Canyon natural gas facility. The court required that plaintiff filed a motion for leave before filing any amended complaint.
In Cockle v. Coustas (Marshall Islands 2013), the High Court of the Republic of the Marshall Islands granted the motion to dismiss the derivative suit against a Greek shipping company, based on claims relating to payment of management fees and terms of a private financing.
In Zucker v. Andreessen (Del. Ch. 2012), the Delaware Court of Chancery granted the motion to dismiss derivative claims, based on the severance package awarded to Hewlett-Packard Company’s former CEO.
In Saginaw Police & Fire Pension Fund v. Hewlett-Packard Company (N.D. Cal. 2012), the district court granted the motion to dismiss derivative claims, based on the board’s alleged failure to prevent FCA and FCPA violations. Plaintiff appealed to the Ninth Circuit but dismissed its appeal days before oral argument was scheduled.
In Gammel v. Hewlett-Packard (C.D. Cal. 2012), the district court granted the motion to dismiss the putative securities fraud class action, based on HP's announcement that it was discontinuing webOS development. In 2013, the district court granted in part the motion to dismiss a further amended complaint, cutting the putative class period to a few weeks running from June to August 2011.
Denial of Injunction
In Ehrlich v. Arconic Inc. (C.C.P. Phila. Cty. 2017), Laura served as co-counsel and in five days filed a motion to reconsider an order granting sweeping expedited discovery (which was granted), an opposition to an emergency motion for preliminary injunction and preliminary objections to the complaint. After a hearing on the emergency preliminary injunction motion, the court denied the request to issue a preliminary injunction that challenged the board’s actions during a proxy fight. The court found that plaintiff failed to prove either irreparable harm or that greater injury would result from refusing the injunction than granting it. The preliminary objections are pending.
Recent Motion to Compel Arbitration
In Estate of Sharon Groth v. E*TRADE Securities LLC, et al., (M.D. Pa.), Laura successfully moved to compel to arbitration an individual action alleging federal securities violations.
Temple University, Beasley School of Law, 2011, J.D.
Temple University, 2011, M.A.
Temple University, 2011, Certificate in Business Law
University of Pennsylvania, 2007, B.A., magna cum laude
US District Court for the Eastern District of Pennsylvania
US District Court for the Middle District of Pennsylvania
Awards and Affiliations
Recommended, Dispute resolution: Securities litigation: defense, The Legal 500 US (2020)
Member, Law Firm of the Year, Securities Regulation, US News/Best Lawyers – Best Law Firms (2019)
Recipient, TASA Prize for Outstanding Performance in the Field of Evidence
Recipient, US District Court for the Eastern District of Pennsylvania’s Prisoner Civil Rights Panel Appreciation Certificate