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Mary Eaton

Partner, Co-head of Securities & Shareholder Litigation

Disputes, litigation and arbitration

She’s always in it to win it and is constantly thinking of new approaches and ways to get things done…she's a real litigator who wants to be in court and doesn't leave a stone unturned.

Chambers USA 2020

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About Mary Eaton

Mary Eaton has extensive experience in complex commercial litigation, with a focus on securities class actions, shareholder derivative claims and other complex business disputes. Mary regularly represents issuers, boards of directors, board committees and senior management across a broad spectrum of industries (including financial services, private equity, asset management and technology) in a wide variety of disputes in federal and state courts across the country. In addition to her substantial trial experience, Mary regularly counsels clients on litigation avoidance and corporate governance matters.

Among her many accolades, Mary is perennially ranked among leading litigators by Chambers USA, Legal 500 US and Best Lawyers in America. In 2019, the American Bar Association awarded Mary the Stonewall Award for her contributions to the advancement of LGBT individuals and issues.

Securities litigation and enforcement

Mary represents issuers, underwriters, officers and directors in private securities litigation and in enforcement and examination proceedings before the SEC and other regulators.

Shareholder derivative claims

Mary has extensive experience in shareholder derivative matters, representing boards of directors, demand committees, issuers and senior management in connection with shareholder demands and claims of all sorts.

M&A and complex commercial disputes

Mary’s ability to distill and simplify the critical issues has enabled her to successfully represent clients across a broad array of industries in litigations of all types, securing favorable verdicts and settlements for her clients. As a result, Mary is regularly called upon to represent clients in a wide range of complex disputes, including rep and warranty, earn-out and other M&A disputes, corporate control contests, confidentiality and disclosure litigation, and contract and business tort claims.

Appellate practice

Mary has been the author of a number of amicus submissions to the United States Supreme Court on matters related to the proper interpretation of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, and other federal securities laws on behalf of SIFMA, the Chamber of Commerce and the Mutual Funds Directors Forum. She has also represented a number of organizations before the Supreme Court on various social issues of national importance, including most recently in June Medical Services LLC v. Russo.

Pro bono

Mary is a firm believer in giving back to the community through pro bono service and has dedicated thousands of hours to managing and supervising various pro bono matters, both large and small. In recognition for that work, Mary has received a number of awards, including the Thurgood Marshall Award (Federal Bar Council), Outstanding Pro Bono Volunteer (New York State Bar Association), Lawyer Who Leads By Example (New York Law Journal), and Attorneys And Advocates Award (Sylvia Rivera Law Project), and is a seven-time recipient of the Pro Bono Publico Award (Legal Aid Society).

Recent work

Prior to joining Freshfields, Mary's representations included defending:

  • CBS Corporation in securities class actions arising out of #metoo allegations against the Company’s former CEO.
  • CBS Corporation in a books and records action brought under Section 220 of the Delaware Corporate Law.
  • Citigroup Inc. in a derivative action alleging failure to comply with anti-money laundering laws.
  • Citigroup Inc.’s independent directors in derivative actions related to say-on-pay, sale of mortgage backed securities, and other issues.
  • TIAA in an earn-out dispute arising out of its acquisition of Nuveen.
  • Certain sellers in an earn-out dispute arising out of Roche’s acquisition of Constitution Medical Investors, Inc.
  • The Men’s Warehouse in an action against Joseph A. Bank's board of directors challenging defensive actions in response to Men’s Wearhouse’s acquisition proposal.
  • Facebook, Inc. in multiple securities and derivative lawsuits filed in connection with Facebook’s initial public offering.
  • Tower Group International in securities class actions arising out of allegedly inadequate merger-related disclosures.
  • Converium Holding AG in securities class actions alleging inadequate disclosures of loss reserves.
  • Certain underwriters in securities class actions arising out of Warner Chilcott’s initial public offering.
  • The buyer in claims against the seller for breaches of representations and warranties concerning legal compliance and related issues.
  • A joint venture in a contractual dispute over payment obligations to a joint venture member.

Qualifications

Mary received her LL.B. from Queen’s University, following which she clerked for Justice Bertha Wilson of the Supreme Court of Canada. Mary received her J.S.D. in 2000 and LL.M. in 1993, both from Columbia Law School.

Court Admissions

  • United States Supreme Court
  • United States Court of Appeals, 2nd Circuit
  • United States Court of Appeals, 4th Circuit
  • United States Court of Appeals, 5th Circuit
  • United States Court of Appeals, 6th Circuit
  • United States Court of Appeals, 9th Circuit
  • United States District Court, Southern District of New York
  • United States District Court, Eastern District of New York

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