Steven Wolowitz is an accomplished litigator whose practice focuses on financial services litigation, antitrust matters, complex commercial cases, and government and internal investigations.
Steve represents commercial and investment banks, corporations, directors and officers in securities, commodities and antitrust litigations, including class actions, and in complex cases involving derivatives, foreign exchange, structured investment vehicles, securitizations, insurance, asset management and fixed-income instruments.
US and foreign institutions rely on Steve in connection with cross-border disputes, cross-border discovery issues, and cross-border investigations and enforcement matters.
In the area of enforcement and compliance, Steve represents bank, securities and issuer clients in SEC, DOJ, CFTC and state attorneys general investigations and proceedings. He also conducts internal investigations and reports to boards of directors and audit committees for public companies.
Beyond these areas, Steve regularly represents corporate and individual clients in cases involving contract, entertainment and fiduciary duty disputes.
In 2014, the authoritative Chambers USA professional directory commented that Steve "has broad civil expertise" and noted that in-house sources describe Steve as having "a gravitas about him that is very helpful with clients." In the area of securities litigation, the highly-regarded Legal 500 US 2014 noted that Steve is "strong in this area of law" and is known for "important cutting-edge work." In 2013, Chambers USA noted that Steve "draws on extensive experience in representing financial institutions in a range of commercial and securities disputes," and in 2012 commented that clients describe Steve as "forceful in a positive way when needed." In 2011, Chambers noted that Steve "is a respected litigator and trial lawyer" who "focuses primarily on representations in the financial services sector." In 2010, Chambers USA noted that clients recommend Steve for his "superb interpersonal skills and judgment," and in 2009 Chambers commented that Steve is a commercial litigator and trial lawyer who "is, according to clients, 'great at getting to the heart of the matter.'" In 2008, Chambers USA noted Steve as "an accomplished commercial litigator and trial lawyer whom peers describe as 'client-friendly, yet aggressive in court,'" and in 2007 commented that his "'thoughtfulness and insight' in litigation most frequently benefits members of the financial sector." In 2006, Chambers commended Steve for his "breadth of vision in the preparation and execution of cases: 'He is telescopic when identifying problems on the horizon, wide-angled in his ability to see who is coming at us sideways and microscopic when picking up on trial-winning details.'"
Steve joined Mayer Brown in 1988. Previously, he was a partner with another prominent law firm in New York.
- Canadian Imperial Bank of Commerce and CIBC World Markets Corp. - Obtained a complete victory for the defendants, winning summary judgment dismissing a lawsuit seeking $950 million in damages that was brought by Oppenheimer Holdings and Oppenheimer & Co. arising from the sale of CIBC's U.S. investment banking business. The court ruled that CIBC did not breach the parties' warehouse facility agreement or asset purchase agreement, or violate the covenant of good faith and fair dealing, and that CIBC World Markets did not tortiously interfere with CIBC's performance.
- Société Générale — Obtained the dismissal of SG from several class actions involving USD LIBOR, EURIBOR, and Yen LIBOR, which variously asserted claims under the Sherman Act, the Commodity Exchange Act, RICO, and state law. Currently represent SG before U.S. and New York governmental agencies relating to USD LIBOR, EURIBOR, and Yen LIBOR.
- Société Générale — Successfully resolved class actions and opt-out claims against SG involving the market for municipal bond guaranteed investment contracts, which asserted claims under the Sherman Act, RICO, and state law. Successfully represented SG before U.S. governmental agencies relating to the market for municipal bond guaranteed investment contracts.
- Credit Lyonnais Rouse, Ltd. — Successfully defended CLR in class actions asserting claims under the Sherman Act, the Commodity Exchange Act, RICO, and state law, which alleged a conspiracy to manipulate the worldwide physical copper and copper futures markets. The cases included federal class actions in New York, state class actions in California, and multi-district litigation in Wisconsin.
- Vermont Telephone Company — Successfully defended VTel in an antitrust action involving the market for Internet access service. Plaintiff had asserted claims of monopolization, attempted monopolization, monopoly leveraging, predatory pricing, denial of an essential facility and common law unfair trade practices.
- Institute of International Bankers — Filed an amicus brief for IIB successfully supporting the view that, in order for a New York federal or state court to issue a post-judgment turnover order against a banking entity, that entity itself must have actual, not merely constructive, possession or custody of the assets sought, and it is not enough that the banking entity's subsidiary has possession or custody of the judgment debtor's assets.
- Canadian Imperial Bank of Commerce — Obtained dismissal of a lawsuit arising out of a series of loans on which our client was both a lender and the Collateral and Administrative Agent. Plaintiffs alleged that our client breached fiduciary duties and breached contractual provisions when, in its capacity as Collateral Agent, it released liens on certain collateral. The court agreed with our showing that contractual terms required the dismissal of all claims.
- Bank of America — Obtained dismissal of this action against an indenture trustee involving the interpretation of frequently-used terms in a CDO indenture, at the intersection of payment waterfall and subordination provisions. Junior noteholders claimed that, even after an event of default and acceleration of the notes, the trustee was obliged to distribute funds according to the ordinary priority of payments. The trustee, along with senior noteholders, cited the subordination terms, arguing that each class of notes must be repaid in full before any more junior classes could receive further payment, and the court agreed.
- Holden International Inc. & IEC Holden Inc.— Won an arbitration for Holden International Inc. and IEC Holden Inc. before the International Centre for Dispute Resolution. Following a two-week trial, a three-member arbitration panel awarded Holden $12 million in contract damages and lost profits.
- Alloy, Inc. — Represented the Audit Committee of Alloy, Inc., a publicly held media and merchandising company, in an independent investigation of allegations asserted against Alloy and its senior officers. Based on our report, which reflected a thorough investigation and consultation with a forensic accounting firm, the Company’s outside auditor accepted our findings and approved Alloy’s Form 10-Q for filing.
- Société Générale — Obtained the dismissal of a $1 billion consequential damages claim asserted by the plaintiff, a Cayman Islands hedge fund. Plaintiff claimed that our client's alleged failure to post approximately $70 million in collateral with the fund caused a creditor to file for the liquidation of the fund. The trading involved a series of non-deliverable forward contracts tied to US dollar/Russian ruble exchange rates, which were governed by an International Swaps and Derivatives Association ("ISDA") Master Agreement and related schedules and confirmations. The court agreed with our showing that (1) the liquidation was not proximately caused by our client's alleged collateral shortfall; and (2) the claimed damages were not reasonably foreseeable by our client at the time it entered into the derivatives contracts.
- Bank of America — Represented Bank of America in trade secret litigation arising from a large CDO securitization transaction. The case involved defending claims against the bank in New York and prosecuting claims on behalf of the bank in Charlotte. The short-term goals were immediately to remove the litigation cloud over the bank's transaction so that it could close before the end of the fiscal quarter, to defeat the effort to enjoin the bank's transaction, and affirmatively to enjoin the other side from interfering in any way with the bank's transaction. In New York, we defeated the other side's application for a TRO to enjoin the bank's transaction, and then achieved a dismissal of the plaintiff's lawsuit. In Charlotte, we obtained a TRO and a preliminary injunction enjoining the other side from interfering with the bank's transaction.
- EMI Records Limited & Capitol Records — Represented EMI and its sister company, Capitol Records, in the high-profile case brought by the Beatles and Apple Records seeking alleged underpaid royalties regarding sales and promotions in North America. The case was resolved on terms favorable to our clients.
- Bank of Montreal — Obtained a dismissal, with prejudice, of causes of action for breach of contract, breach of the implied covenant of good faith and fair dealing, negligence, negligent misrepresentation and fraud, in connection with the bank's alleged withdrawal of a commitment to finance the plaintiff's proposed acquisition of a broadcast company. The case set important precedent regarding the meaning of "material adverse change" clauses in bank commitment letters.
- CIBC World Markets Corp — In an action alleging breach of contract and fraud arising from an investment management agreement between our client and the plaintiff, involving a portfolio of Japanese warrants and convertible bonds having a market value of at least $100 million, the trial court dismissed the contract causes of action based on the agreement as written and the alleged oral understandings of the parties, and plaintiff's fraud-based cause of action. We appealed the trial court's denial of our motion to dismiss the other causes of action, which were based on the implied covenant of good faith and fair dealing and a claim for reformation of the contract based on mutual mistake. The case was argued to the Appellate Division of New York. The Appellate Division reversed the trial court insofar as the trial court had denied any of our grounds to dismiss, and ordered the dismissal of the complaint in its entirety.
- Prudential Securities Incorporated — Successfully defended PSI in a number of multi-week arbitration trials involving claims by former employees alleging discrimination, retaliatory discharge and defamation.
- Merrill Lynch — Defeated certification of a securities class action involving a $135 million offering of hotel limited partnership interests and, following successful motion practice, obtained a favorable settlement for the client in a "mass" action involving more than 1,400 plaintiffs.
- Brunswick Corporation — In a decision of significance in the proxy area, successfully opposed, on behalf of Brunswick, a shareholder action seeking to require the company to include a national health care proposal in its proxy materials.
The George Washington University Law School, JD, with honors
The George Washington University, BA, with distinction, Phi Eta Sigma Honor Society; Phi Beta Kappa
- New York
- US Supreme Court
- US Court of Appeals for the Second Circuit
- US Court of Appeals for the Fifth Circuit
- US Court of Appeals for the Seventh Circuit
- US District Court for the Southern District of New York
- US District Court for the Eastern District of New York
- Futures Industry Association
- Arbitrator, National Futures Association
- Participant in numerous workshops on current business and legal issues facing the securities industry and the futures industry