Daniel M. Aronsohn
Associate
Daniel is a litigation associate with a practice focused on defending major companies in securities and stockholder class actions, and other complex commercial matters. Daniel has experience defending actions brought under Sections 10(b), 14(a), and 20 of the Exchange Act, and Sections 11, 12, and 15 of the Securities Act. Daniel also has experience defending fiduciary duty and state law disclosure cases.
Of the many benefits Daniel brings to the group, his intimate knowledge of the U.S. District Court in the Central District of California has become an asset in securing high-profile wins on the West Coast. Daniel’s familiarity with the court stems from his time as a clerk in the court, where he worked under the Hon. Ronald S.W. Lew.
Key Matters
- Part of the team that achieved a unanimous victory before the U.S. Supreme Court in a federal securities class action against Macquarie Infrastructure Corporation and its former officers and directors. The action claimed that the company’s SEC filings violated Item 303 of Regulation S-K because they didn’t mention a forthcoming environmental regulation that was arguably impacting demand. The Supreme Court resolved a circuit split and ruled unanimously in Macquarie’s favor that a corporation’s failure to disclose certain information purportedly required by SEC regulations, without any affirmative statement that would make such silence misleading, cannot itself be the basis of a private securities fraud claim under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Daniel was one of the key drafters of the recent motion to dismiss the lead plaintiff’s amended complaint filed after remand from the Supreme Court, arguing that the complaint fails to state an actionable Section 10(b) claim in light of the Supreme Court’s guidance.
- Defending Cantor Fitzgerald, L.P., Cantor Fitzgerald & Co., and various officers and directors in a securities class action filed in the Northern District of California alleging violations of Sections 11, 12, and 15 of the Securities Act, and Sections 10(b), 14(a), and 20 of the Securities Exchange Act of 1934, related to the $1.6 billion SPAC merger between CF Finance Acquisition Corp. II and View, Inc.
- Defending Pendrell Corporation and various officers and directors in a stockholder class action filed in the Delaware Court of Chancery, challenging a $2.1 billion SPAC merger between Holicity, Inc. and Astra Space, Inc., alleging breach of fiduciary duty and disclosure claims. In addition, defending Holicity officers and directors in related, parallel federal securities and fiduciary duty actions in the Northern District of California. The matters were successfully resolved, including dismissal with prejudice of the securities action at the pleading stage. A follow-on derivative suit was also dismissed.
- Defended the former executives of a de-SPAC public company in a Multiplan style stockholder class action filed in the Delaware Court of Chancery brought against executives of the target company alleging aiding and abetting breach of fiduciary duty and disclosure claims. Successfully obtained dismissal of the lawsuit for the company’s former president; a rare pleading stage win in such cases.
- Responding on behalf of entities and individuals to subpoenas issued by various governmental agencies on the state and federal level, including the Department of Justice and SEC.
- Conducting internal investigations relating to government investigations and subpoenas.
- Litigated multiple post-closing M&A disputes relating to earnout provisions and purchase price adjustments.
- Defending a major financial institution against a nationwide class action challenging out-of-network fees from millions of transactions conducted at independent ATMs with allegedly misleading screen prompts.