Rebecca M. Lamberth is co-chair of the Commercial, Securities and Antitrust division of Duane Morris' Trial Practice Group and serves as a member of the Office of General Counsel of Duane Morris. Ms. Lamberth practices in the area of securities and complex commercial litigation, represents public and private companies, including REITs, with extensive experience in complex business and securities litigation, securities disclosure and corporate governance. Ms. Lamberth defends companies and corporate officers and directors, lawyers, accountants and other professionals. Her clients include law firms, real estate investment trusts, global financial services companies, distributors 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.
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 frequently represents and advises lawyers and law firms, providing counseling and training on professional conduct rules, recent opinions in law firm cases and law firm risk management. She has successfully defended lawyers and law firms in disciplinary matters and legal malpractice and other professional liability claims, including claims alleging fraud, conspiracy and aiding and abetting client misconduct. She also frequently lectures on professional conduct, the attorney-client and work product privilege and issues critical to in-house lawyers in private practice.
- 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 and on appeal obtained reversal of lion's share of plaintiff's verdict.
- 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.
- Defended and successfully resolved suits against REIT and its directors in multiple state and federal courts filed in three courts. Suits asserted putative class action direct and derivative claims concerning an announced merger transaction. The breach of fiduciary duty claims asserted against our clients include allegations concerning certain terms of the merger agreement, the adequacy of the merger consideration, the process by which the merger was agreed upon and the adequacy of disclosures made concerning the merger. The federal court suit also alleged violations of Sections 14(a) and 20(a) of the Exchange Act. Won numerous motions in these cases prior to the closing of the merger transaction. The litigation was resolved on terms our clients found favorable.
- Defended REIT and corporate directors in state and federal court putative class action and derivative suits filed concerning an announced merger transaction. The complaints alleged, among other things, that the merger agreement was the product of breaches of fiduciary duty by the directors of the company to be acquired because the merger purportedly did not provide for full and fair value for its shareholders, the merger allegedly was not the result of a competitive bidding process, the merger agreement allegedly contained coercive deal protection measures, and the merger agreement and the merger purportedly were approved as a result of improper self-dealing by certain individual defendants. Each of the actions also attacked the adequacy of disclosures made concerning the merger. The litigation was resolved on terms our clients found favorable.
- Defended and obtained a voluntary dismissal of putative class action suits filed in the wake of an announced merger transaction where aiding and abetting breach of fiduciary duty claims were asserted against our client, the acquiring corporate entity. The breach of fiduciary duty claims asserted allege that the joint proxy statement filed with the Securities Exchange Commission (the "SEC") concerning the merger transaction were inadequate and failed to provide certain material information in connection with the Proposed Transaction.
- Defended REIT and corporate directors in multiple state and federal court putative class action and derivative suits filed concerning an announced merger transaction. The complaints alleged, among other things, that the merger agreement was the product of breaches of fiduciary duty by the directors of the company to be acquired because the merger purportedly did not provide for full and fair value for its shareholders, the merger allegedly was not the result of a competitive bidding process, the merger agreement allegedly contained coercive deal protection measures, and the merger agreement and the merger purportedly were approved as a result of improper self-dealing by certain individual defendants. Each of the actions also attacked the adequacy of disclosures made concerning the merger. The federal court actions also alleged violations of Sections 14(a) and 20(a) of the Exchange Act. The litigation was resolved on terms our clients found favorable.
- 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.
- 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 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.
- Frequently represented national REIT on challenging litigation with critical business goals, achieving either prompt restoration which met these goals or won litigation outright.
- 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.
- 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.
Representative Securities and Shareholder Cases
Representative Law Firm Representations
Representative Business Cases
Representative Accountant Liability Representations
Areas of Practice
- Professional Malpractice Litigation
- Securities Litigation
- Commercial Litigation
- 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
- University of Virginia School of Law, J.D., 1985
- Vanderbilt University, B.A., summa cum laude, 1982
- Duane Morris LLP
- Partner, 2008-present
- Co-chair, Commercial, Securities and Antitrust Division
- Alston & Bird LLP
- Partner, 1994-2008
- Assistant General Counsel, 1991-2001
- Associate, 1990-1994
- Troutman Sanders LLP
- Associate, 1985-1990
- 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
Honors and Awards
- Georgia Super Lawyers 2006-2013
- AV® Preeminent™ Peer Review Rated by Martindale-Hubbell
"Some Lawyers Chafe as Clients Expand Outside Counsel Guidelines," The American Lawyer, May 2018
"Alternative Fee Arrangements: Who's Responsible for Making Them Work?" California Litigation, Vol. 22, No. 2
"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, "Conducting Effective Internal Investigations for In-House Counsel," Duane Morris LLP, Atlanta, January 25, 2018
- Lecturer, "Attorney-Client Privilege, Related Ethics Issues and Avoiding Waiver Pitfalls," and Similar Presentations on Numerous Occasions, Including at the AT&T Annual Legal Department Meetings held in Dallas, Texas and by Invitation for Other In-House Legal Departments
- 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
- Lecturer on Professional Conduct and Loss Prevention Issues by Invitation at Numerous Law Firms
- 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
- Lecturer, "How Can Corporate Counsel Avoid Getting Caught in the Cross-Hairs," Presented on Numerous Occasions, Both a Legal Conferences and In-House Legal Department Conferences