Rebecca M. Lamberth
Partner
Duane Morris LLP
1075 Peachtree Street NE, Suite 2000
Atlanta, GA 30309-3929
USA
Phone: +1 404 253 6961
Fax: +1 404 393 5179
Email: rmlamberth@duanemorris.com

Rebecca M. Lamberth practices in the area of securities and complex commercial litigation. Ms. Lamberth represents public and private companies, including REITs, with extensive experience in complex business and securities litigation, securities disclosure and corporate governance. She has defended companies and corporate officers and directors, lawyers, accountants and other professionals. Her clients include real estate investment trusts, global financial services companies, distributors, law firms, and major insurers and insurance brokers.

Ms. Lamberth also advises public company clients on securities disclosure, corporate governance and D&O insurance issues and represents corporate clients before the SEC. A significant portion of her practice is dedicated to advising and representing lawyers facing potential liability.

Atlanta Magazine named Ms. Lamberth a Georgia Super Lawyer in 2006 through 2013. She also was listed in the Super Lawyers Corporate Counsel Edition. She is a Master of the Joseph Henry Lumpkin American Inn of Court.

Ms. Lamberth is a 1985 graduate of the University of Virginia Law School and a summa cum laude graduate of Vanderbilt University, where she was elected to Phi Beta Kappa.

Areas of Practice

• Securities Litigation
• Commercial Litigation
• Professional Malpractice Litigation

Representative Matters

Trial

• Represented principal defendant in Florida state court trial of numerous fraud and alter ego claims asserted in the wake of a failed $100 million real estate transaction. Plaintiff was a major New York investment fund. Obtained defense verdict on all fraud claims.
• Represented REIT in Maryland state court trial of claims for finders fee on $200 million financing transaction. Obtained reversal of lion's share of plaintiff's verdict on appeal.
• Represented major insurer as plaintiff in South Carolina federal court trial of claims concerning certain business losses sustained by insurer based on cancellation of conference due to Hurricane Hugo. Obtained plaintiffs' verdict on all claims.
• Represented corporate defendant in Georgia federal court trial of claims asserted by sales representative for commissions.

Representative Securities and Shareholder Cases

• Represented a public REIT, the Acquisition Target Company, and certain of its former directors in this class action alleging violations of Sections 11, 12(2) and 15 of the Securities Act of 1933, Sections 14(2) and 20 of the Securities Exchange Act, and ERISA, as well as claims for alleged breaches of fiduciary duty. The Court granted in part and denied in part Defendants' motion to dismiss and granted in substantial part and denied in part Defendants' summary judgment motion. The Court granted Defendants' motions as to all ERISA claims and as to a substantial portion of the securities and breach of fiduciary duty claims. The case settled on terms the client found favorable on the eve of trial.
• Represented a public company in a formal investigation conducted by the Securities and Exchange Commission in the face of two successive financial restatements. This investigation resulted in no adverse findings or action by the Commission and has since been officially closed.
• Represented a public company in litigation filed in the wake of the company's announcement of an internal investigation into potential issues related to the dating of stock options granted to corporate employees.
• Represented a major manufacturer and distributor of towing vehicles and its directors and officers in related state and federal securities class actions alleging violations of the Securities Exchange Act and state Blue Sky statutes. The Tennessee state court dismissed all claims based on our motion to dismiss on behalf of all Defendants, and the Tennessee Court of Appeals affirmed. The Tennessee Supreme Court denied the Plaintiffs' petition for certiorari. The federal court granted our motion for summary judgment and entered judgment for Defendants on all issues, including accounting-related allegations. Plaintiffs did not appeal.
• Represented former officers and directors of failed savings & loan institution sued by the RTC on breach of fiduciary duty claims through early motions practice and discovery. Litigation was resolved on terms clients found favorable.
• Represented former officer, director and major shareholder of failed banking institution sued on breach of fiduciary duty claims. Litigation was resolved on terms clients found favorable.
• Represented various former officers and directors of several additional failed banking institutions sued by FDIC or RTC on breach of fiduciary duty claims. Litigation included extensive motions practice and discovery.
• Represented a public company and several of its officers and directors in class action cases filed in the wake of a substantial stock price drop based on recent newspaper articles.
• Represented a public company and several of its officers and directors in Illinois class action and shareholder derivative cases filed in the wake of substantial stock price drop following announcement of disappointing earnings results. Litigation predated PSLRA and involved special litigation committee work and report, as well as litigation concerning committee's conclusions.
• Represented a public company in federal class action securities and derivative litigation filed in Georgia in the wake of substantial cost overruns on large project and subsequent stock price drop. Litigation predated PSLRA and involved special litigation committee work and report, as well as litigation concerning committee's conclusions.
• Represented a public company and several of its officers and directors in Maryland class action cases filed in the wake of announcement of strategic merger transaction. Litigation was settled on terms the corporate client found favorable.

Representative Law Firm Representations

• Represented Atlanta office of regional law firm under investigation by federal agency.
• Advised Atlanta office of national law firm concerning potential conflict of interest with existing litigation client concerning potential evidentiary spoliation issues.
• Represented national law firm and partner in Georgia litigation filed by heirs of musical recording artist. Claims asserted include professional malpractice, fraud and conspiracy. Two cases are currently pending.
• Represented major Atlanta law firm in Oregon and Texas litigation filed by former client concerning failed IPO. Claims asserted included professional malpractice, fraud and conflicts claims. Obtained voluntary dismissal of Oregon suit on jurisdictional grounds. Resolved Texas suit on a negotiated basis
• Represented Atlanta law firm in Georgia federal bankruptcy adversary proceeding filed by trustee of law firm's failed client. Resolved suit on a negotiated basis.
• Represented several other major law firms sued by former clients or bankruptcy trustees of former clients, alleging professional malpractice and other theories of liability and claiming as much as $250 million in deepening insolvency damages.
• Hired by numerous major law firms in New York, Texas, Georgia and elsewhere to make a lawyer liability presentations.
• Hired by major New York law firm to review and advise the firm on its internal new Sarbanes-Oxley policy.
• Hired by Association of Corporate Counsel to draft white paper subsequently circulated to entire membership of more than 15,000 in-house lawyers.

Representative Recent Business Cases

• Represented national accounting firm for professional malpractice in Florida state court following failure of accounting firm's rental car company client. Numerous issues concerning the accounting firm's audit and accounting services performed over several years were at issue. Damages alleged exceeded $100 million.
• Was a member of the small group of lawyers working with the Examiner in the Enron bankruptcy to review, analyze and report on all persons and entities under examination, including Arthur Andersen. Work in both respects involved extensive analysis of accounting issues critical to the examination of the SPE transactions
• Represented REIT in defense of a putative class action filed by former Governor Roy Barnes in Cobb County, Georgia concerning REIT's gift card program. Obtained Georgia appellate decisions dismissing all claims asserted under Georgia's Unclaimed Property Statute.
• Represented REIT in defense of litigation contesting REIT's right to further develop the Phipps Plaza property - a major retail mall. This case is currently pending in the Georgia Court of Appeals
• Represented global financial services company in a Michigan state court action filed by investors concerning life insurance policies. Obtained dismissal of all claims asserted against client.
• Represented affiliates of global financial services company in a putative Maryland class action. Obtained stipulated dismissal of all claims.

Representative Accountant Liability Representations

• Represented national accounting firm in defense of fraudulent-misrepresentation and aiding-and-abetting claims filed by purchaser of car-rental company previously audited by client accounting firm.
• Appointed by bankruptcy court to analyze and prepare report concerning potential claims against national accounting firm arising from its participation in transactions involving special-purpose vehicles. Debtor was an international energy corporation that sustained highly publicized financial losses in 2001.
• Prevented national accounting firm from being involved in pending Delaware state court litigation through the strategic resolution of several issues.

Professional Activities

• American Bar Association
• Georgia Bar Association
• Georgia Association of Women Lawyers
• ABA Law Firm General Counsel Project Steering Committee
• Master, Joseph Henry Lumpkin Inn of Court
• Atlanta Bar Association

Admissions

• Georgia
• U.S. District Court for the Northern District of Georgia
• U.S. District Court for the Middle District of Georgia
• U.S. Court of Appeals for the Fourth Circuit
• U.S. Court of Appeals for the Seventh Circuit
• U.S. Court of Appeals for the Eleventh Circuit

Education

• University of Virginia School of Law, J.D., 1985
• Vanderbilt University, B.A., summa cum laude, 1982

Experience

• Duane Morris LLP
  - Partner, 2008-present
• Alston & Bird LLP
  - Partner, 1994-2008
  - Associate, 1990-1994
• Troutman Sanders LLP
  - Associate, 1985-1990

Honors and Awards

• Georgia Super Lawyers 2006-2013
• AV® Preeminent™ Peer Review Rated by Martindale-Hubbell

Selected Publications

• Co-author, "Alternative Fee Arrangements: Who's Responsible for Making Them Work? California Litigation, Vol. 22, No. 2
• Co-Author, "Supreme Court Confirms Application of Twombly to All Civil Cases," Duane Morris Alert, May 21, 2009
• "Lawyer Liability and the Vortex of Deepening Insolvency," St. Louis University Law Journal, January 2007
• "Your Company's D&O Policy: Will the Insured v. Insured Exclusion Surprise You?" ACC Docket 24, No. 8, September 2006
• "To Indemnify or Not to Indemnify - Have You Asked the Relevant Corporate Bylaw and D&O Insurance Questions?" The Daily Report, February 6, 2006
• "REITs, Rights and Responsibilities: The Three R's of Executive Liability for Real Estate Investment Trusts," Beecher Carlson Holdings, Inc., November 2005
• "Evolving Theories of Scheme Liability: Does Your D&O Policy Cover Guilt by Association?" Risk Management Magazine, September 2005
• "How Can Corporate Counsel Avoid Getting Caught in the Crosshairs," Association of Corporation Counsel White Paper, September 2005
• "Corporate Scandals: Practical Lessons for Lawyers Representing Issuers," Corporate Governance Advisor, July/August 2004
• "The SEC's New Standard Governing Attorneys' Conduct 'Before the Commission' Adopts an Ambiguous and Perilous Scienter Standard," Mealey's Emerging Securities Litigation Reporter, Vol. 1, 24-32, January 2003

Selected Speaking Engagements

• Speaker, "How to Handle the Press and Social Media," American Bar Association's Fifth Annual Institute on Internal Investigations and Forum for In-House Council, Washington, D.C., April 25, 2013
• Speaker, "Firm Counsel Project Roundtable—'This is Privileged, Right?' The Scope of the Privilege for Internal Firm Communications," American Bar Association's Fall 2009 National Legal Malpractice Conference: Identifying Risk in a Changing Law Firm Landscape, Chicago, Illinois, September 24, 2009
• Speaker, "Preparing for Additional Fallout from the Subprime Crisis: Minimizing the Risks Your Firm Could Be Exposed to in the Coming Months," Law Firm General Counsel Summit, New York City, May 1, 2008
• Panelist, "Weathering the Perfect Storm: Securing the Necessary Insurance Coverage and Obtaining Other Protections for Your Company and You to Personally Survive Hurricane Wilma or WorldCom," Alston & Bird LLP Seminar for the ACC America, Embassy Suites Hotel, Cary, North Carolina, April 4, 2006
• Panelist, "How Can Corporate Counsel Avoid Getting Caught in the Cross-Hairs," Alston & Bird LLP and the Association of Corporate Counsel (ACC America), Greater New York Chapter, at Alston & Bird LLP, New York, New York, February 28, 2006