Roger A. Lane

Partner

Overview

Roger A. Lane is a partner and securities litigation lawyer with Foley & Lardner LLP. He has significant experience representing clients involved in complex commercial litigation, with a particular emphasis on corporate law disputes, stockholder and federal securities litigation, and related risk management issues. Roger is a member of the Securities Enforcement & Litigation and Private Equity & Venture Capital Practices as well as the Technology Industry Team.

Roger has represented venture capital and private equity firms, their partners, early-stage and mature corporations, their directors, officers, and independent board committees, investment advisers, investment banks and underwriters. He has handled litigation related to the federal securities laws, debt and equity financings, mergers and acquisitions, executive compensation, and other matters of corporate management and governance. Roger has also managed internal corporate investigations and advised clients on how to mitigate litigation risk before entering major corporate and commercial transactions.

Prior to joining Foley, Roger was a litigation partner with Pepper Hamilton LLP. Roger was previously a partner and chair of the litigation department at Testa, Hurwitz & Thibeault LLP in Boston. Roger also previously served as a judicial clerk for the Honorable John R. Gibson of the U.S. Court of Appeals for the Eighth Circuit (1987-1988).

Representative Experience

  • Represented venture capital entities, as controlling stockholders of privately held medical device company, against direct and derivative claims brought by minority stockholder in Delaware Court of Chancery related to a preferred stock financing and subsequent warrant sale
  • Represented audit committee of publicly traded company in investigation and resolution of putative SOX whistleblower claims asserted by in-house counsel
  • Represented demand review committee of a privately held Massachusetts company to assess breach of fiduciary duty allegations made by minority stockholders
  • Represented venture capital general partner, as well as venture capital entities, against 1934 Act “control person” claims brought in the District of Colorado, arising from alleged material misstatements and omissions by portfolio company regarding status and prospects of a cancer drug under development
  • Represented audit committee of publicly traded company in investigation of putative SOX whistleblower claims based on unfavorable personnel action following whistleblower’s alleged assertions of deficiencies in certain areas of the company’s financial accounting
  • Represented former officers and directors of venture-backed company in adversary proceeding brought by litigation trust in Texas bankruptcy proceeding based on, among other things, breach of fiduciary duty alleged to have occurred prior to sale of company to a third party and company’s later filing for bankruptcy protection
  • Obtained defense judgment after trial in the Delaware Court of Chancery for a leading venture capital firm in action asserting purported breach of fiduciary duty and fraud claims in connection with the purchase of stock from former portfolio company founders upon the exercise of contractual rights of first refusal
  • Represented special litigation committee of board of directors of publicly traded advertising and media firm in evaluation of claims asserted in, and firm’s response to, federal and state court derivative litigation asserting state law claims for breach of fiduciary duty and federal securities claims regarding proposed $19 billion buy-out transaction
  • Represented venture capital firm in action by receiver for former incubator in Los Angeles County, California, Superior Court, against claims of aiding and abetting breach of fiduciary duty and unjust enrichment arising from purchases from the incubator of shares in certain of the incubator’s portfolio companies
  • Represented general partners of venture capital funds, as directors of venture-backed incubator, in obtaining dismissal of action brought in Santa Clara County, California, Superior Court, by former preferred stockholder asserting purported breach of fiduciary duty claims in connection with corporate dissolution and winding-up
  • Represented special litigation committee of board of directors of publicly traded wireless telecommunications firm in investigation of historical stock option-granting practices and responses to stockholder demands, and obtaining dismissal of federal and state-court derivative litigation asserting state law claims for breach of fiduciary duty and federal securities claims
  • Represented special committee of board of directors of publicly traded advertising and media firm in internal investigation of historical stock option granting practices and responses to stockholder demands
  • Represented venture capital funds, as majority stockholders in privately held military electronics firm, in obtaining a defense verdict, after full trial, of action brought in Orange County, California, Superior Court by minority stockholders asserting purported breach of fiduciary duty claims against directors and majority stockholders in connection with stock repurchase and recapitalization
  • Advice to directors and corporate counsel of various publicly traded firms in connection with internal reviews of historical stock option-granting practices
  • Represented publicly traded, development-stage biopharmaceutical firm in successful defense of action brought by competitor in Massachusetts Superior Court asserting purported misappropriation of trade secrets and other business torts
  • Represented independent distributor of exclusive home entertainment programming in defense of action brought in Delaware Court of Chancery by minority stockholder seeking to invalidate classified board and other charter and bylaw provisions adopted as part of California to Delaware reincorporation merger
  • Represented manufacturer of machinery used in the production of highway construction materials, synthetic fuels and environmental control equipment in defense of action brought in Delaware Court of Chancery by minority stockholder to compel annual meeting and obtain other relief as part of purported proxy contest. Following the corporation’s scheduling of record and meeting dates for regular annual meeting, plaintiff’s claims for further relief were denied and no proxy contest ensued
  • Represented former directors of post-acute healthcare services provider in $80 million fiduciary duty case brought by Creditors’ Committee in Delaware Court of Chancery; following a motion to dismiss in which a substantial number of plaintiff’s claims were disposed of, the case was settled for a fraction of the claimed damages
  • Represented publicly traded specialty men’s apparel company in action brought in Massachusetts federal court asserting claims of misappropriation of confidential business information, destruction of computer data files and other business torts against competitor and former employees in connection with expansion of competitor’s direct mail and e-commerce sales channels
  • Represented former director and venture capital funds, as preferred stockholders, of California-based broadband ethernet service company, in fiduciary duty case brought in San Francisco, California, Superior Court by minority preferred stockholders following company bridge financing, bankruptcy and reorganization   
  • Represented controlling stockholders in recapitalization and short-form merger eliminating minority stockholders of regional recreational company and reconstituting corporation as a tax-favored subchapter S corporation; transaction was documented and closed by written consent without minority stockholder intervention
  • Represented board of directors and advice to corporate counsel of water and water treatment equipment provider in $1.1 billion cash merger; transaction was negotiated, announced and closed without regulatory intervention or litigation
  • Represented board of directors and advice to corporate counsel of a leading provider of corporate and industry information in response to unsolicited takeover proposal from significant private equity stockholder, corporate auction, proposed going-private transaction, topping bid, and cash tender offer and merger with a third party; stockholder litigation in Delaware Court of Chancery was withdrawn without payment of any settlement amount
  • Risk management advice and representation of public and private corporations, venture capital funds, their general counsel and partners concerning equity and debt financings and significant corporate transactions, including M&A, asset sales, recapitalizations, dissolution and bankruptcy; takeover preparedness; HSR filing requirements and clearance for significant transactions; and commercial disputes

Recognition

  • Selected for inclusion in the 2004 – 2018 Massachusetts Super Lawyers® lists
  • Chambers USA: America’s Leading Lawyers for Business
  • Best Lawyers 2020 “Lawyer of the Year” - Boston – Corporate Governance Law
  • The Best Lawyers in America© 2020 - Boston – Corporate Compliance Law, Corporate Governance Law

Education

  • Harvard Law School (J.D., cum laude, 1987)
  • University of Michigan (B.A., high honors and highest distinction, 1984)
    • Phi Beta Kappa

Admissions

  • Massachusetts
  • U.S. District Court of Massachusetts
  • U.S. District Court of Colorado
  • Eastern District of Michigan
  • Eastern District of Wisconsin
  • United States Court of Appeal for the First, Eighth, and Ninth Circuits

Selected Publications

  • “Foreign assets oversight means travel, Delaware judge tells directors,” (co-author), Westlaw Journal: Delaware Corporate (March 18, 2013)
  • "Plaintiffs And The ABCs (Anywhere But Chancery)," (co-author), Law360 (June 19, 2012)
  • "Perils of Ignoring a "No" Comp Vote," (co-author), NACD Directorship (September 27, 2011)
  • "Enhanced Liability Risks For VCs And VC Funds Extending Bridge Loans," (co-author), VCExperts (August 8, 2011)
  • "Dodd-Frank’s Mandatory Executive Compensation Claw-back," (co-author), The Deal (December 2010)
  • "Top Five Risk Management Tips for Venture Capitalists," (co-author), Reuters Venture Capital Journal (January 2010)
  • "A Boardroom Checklist," (co-author), The Corporate Board (September 2009)
  • "Ask the Litigator," (co-author), The Deal (January 9, 2009)