FacultyFaculty/Author Profile

Clifford Thau

Vinson & Elkins LLP

New York, NY, USA


Clifford Thau
Partner

Cliff’s main area of practice is commercial litigation with an emphasis on lawsuits involving the federal securities laws, including representation of energy companies, securities and private equity firms and their directors and senior management in securities laws class actions, federal and state regulatory proceedings, and Audit Committees in internal investigations and SEC investigations into allegations of accounting irregularities. Much of this litigation and regulatory work involves cases for firms in the oil and gas and alternative energy industries. Cliff also represents media and real estate entities and corporations in commercial litigation and accounting firms in malpractice actions, bankruptcy court proceedings, and SEC investigations. Cliff has been recognized as a “Leader in the Field” in securities litigation by Chambers USA in 2009-2013, ranked as a leading lawyer in litigation - regulatory enforcement (SEC, Telecom, Energy) from 2012-2014; and in litigation - securities in 2013 and 2014 by The Best Lawyers in America®. Cliff is the Managing Partner of the New York office and serves on the firm’s Management Committee.

Recent Engagements

REGULATORY PROCEEDINGS 
  • Successfully represented a major oil company in connection with a SEC inquiry concerning the company’s analysis of the requirements for establishing reserves and disclosures of its contingent liabilities arising out of a major oil spill; succeeded in convincing the SEC to conclude its inquiry without any enforcement action.
  • Successfully represented an independent exploration and production company in a SEC investigation in connection with activities involving shale gas plays. The SEC terminated its investigation without any enforcement action.
  • Successfully represented a private equity firm focused in energy investments in an investigation by the New York State Attorney General and the SEC into alleged “pay-toplay” misconduct and convinced the SEC to terminate its investigation without any enforcement action. 
  • Successfully represented and currently represent a major international financial firm in connection with regulatory inquiries brought by the SEC, FINRA, and state law enforcement agencies including inquiries into the firm’s investments in energy projects.
  • Represented energy-focused private equity firm in bankruptcy of portfolio company, a midstream oil and gas company, including court-appointed Examiner’s investigation, regulatory inquiries and securities class action.

SECURITIES LITIGATION

  • Representing an exploration and production company and its officers and directors in a putative class action lawsuit that alleges violations of the federal securities laws in connection with an initial public offering. 
  • Representing an issuer and its officers and directors, a producer of materials used in fracking operations, in a putative class action pending in District Court that alleges violations of the federal securities laws arising out of an initial public offering.
  • Successfully represented an exploration and production company and its senior officers and directors in connection with a 10b-5 class action, regulatory inquiries by the SEC, and derivative suits. The SEC discontinued its inquiry without recommending any enforcement action. After a number of victories on procedural and discovery-related matters, we settled the class action and derivative actions on terms favorable to our client.
  • Successfully represented international construction firm in a securities class action, in which the Circuit Court reversed the District Court and dismissed the case in its entirety and convinced the SEC to conclude its multi-year investigation without bringing any enforcement action.
  • Successfully represented an energy company in a “say on pay” dispute.

COMMERCIAL LITIGATION

  • Successfully represented a defense contractor in District Court in which an investment firm sought to commence an arbitration to pursue claims under the federal securities laws and common law claims. Obtained an order staying the arbitration and successfully appealed the decision of the District Court from the Magistrate Judge which permitted the securities law claims to be arbitrated, to the Second Circuit, which reversed the District Court’s ruling. The lawsuit was then settled favorably on behalf of our client.
  • Successfully represented a Big Four client in a case brought in New York Supreme Court. The plaintiff was the former President, CEO and largest shareholder of a Big Four audit client. The Supreme Court dismissed all of the plaintiff's claims, holding that the plaintiff was not a third party beneficiary of the audit client’s engagement letter. The Appellate Division of the Supreme Court unanimously affirmed.

Select Publications and Presentations of Interest

  • "How To Mitigate Risk When Reporting Reserve Estimates," Law360, August 14, 2013 (co-author)
  • "What To Expect From SEC's Admission Of Wrongdoing Policy," Law360, July 11, 2013 (co-author)
  • "Securities Enforcement and Litigation Update," V&E Energy Industry Series, June 20, 2013 (co-presenter)
  • “Securities Litigation Issues Impacting Energy Companies,” Securities Litigation Insights, Spring 2013 (co-author with Steven Paradise) 
  • “Securities Investigations and Enforcement”, Vinson & Elkins’ Second Annual Hydraulic Fracturing Symposium, July 19, 2012 
  • “The SEC’s New Initiatives Mean Increased Scrutiny for Companies, Including Officers and Directors,” Securities Litigation Insights, Fall 2009 (co-author with Ari Berman) 
  • “SEC’s Director of Enforcement Announces New Initiatives,” V&E Litigation Update, August 7, 2009 (co-author with Ari Berman) ? “Examining Recent Trends in Securities Class Action Lawsuits,” IQPC Securities Litigation Conference, November 2007
  • “Options Backdating Litigation and Investigation,” IQPC Securities Litigation Conference, May 2007
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