Roger A. Lane
+1.617.305.2015
Overview
Roger A. Lane is a securities litigation attorney in Holland & Knight's Boston office. Mr. Lane 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.
Mr. Lane represents venture capital and private equity firms as well as their partners; early-stage and mature corporations along with their directors, officers and independent board committees; investment advisers; investment banks; and underwriters. He handles litigation related to the federal securities laws, debt and equity financings, mergers and acquisitions (M&A), executive compensation and other matters of corporate management and governance. Mr. Lane also has experience managing internal corporate investigations and advising clients on how to mitigate litigation risk before entering major corporate and commercial transactions.
After law school and before entering private practice, Mr. Lane served as a judicial clerk for the Honorable John R. Gibson of the U.S. Court of Appeals for the Eighth Circuit.
Representative Experience
- Represented a 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 a 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 ecommerce sales channels
- Representing former officers and directors of behavioral health company in action brought by court-appointed Creditor Trust in the Los Angeles County, California Superior Court, based on alleged breach of fiduciary duty arising from management of company's operations, acquisition strategy and debt financing prior to company filing for bankruptcy protection
- Representing German corporation and its directors against 1934 Securities Exchange Act claims brought in U.S. District Court for the Southern District of Florida, arising from alleged material misstatements in connection with refusal to register putative Florida stockholders' sale of shares to a European buyer
- Represented venture capital entities against 1933 Securities Act "control person" claims brought in the San Mateo, California Superior Court, arising from alleged material misstatements and omissions in the disclosures made in the registration statement for the portfolio company's initial public offering (IPO); obtained dismissal of claims against venture capital entities
- Represented acquiring bank in 1934 Act challenge to disclosures to stockholders soliciting approval of acquisition of target bank; obtained dismissal of action
- Represented an audit committee of a publicly traded company in investigation and resolution of putative Sarbanes-Oxley Act (SOX) whistleblower claims asserted by in-house counsel
- Represented a demand review committee of a privately held Massachusetts company to assess breach of fiduciary duty allegations made by minority stockholders
- Represented an audit committee of a 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 tax and financial accounting, and related financial statement disclosures under the 1934 Act; obtained dismissal of action following trial before U.S. Department of Labor Administrative Law Judge
- Represented a corporate director and 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 former officers and directors of Italy-based mechanical computer-aided design (MCAD) software company in adversary proceeding brought by a court-appointed 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
- Represented former directors of a post-acute healthcare services provider in $80 million fiduciary duty case brought by Creditors' Committee in Delaware Court of Chancery regarding executive compensation matters; 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 a special litigation committee of board of directors of a 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 a special litigation committee of board of directors of a 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 a special committee of board of directors of a publicly traded advertising and media firm in internal investigation of historical stock option granting practices and responses to stockholder demands
- Advised directors and corporate counsel of various publicly traded firms in connection with internal reviews of historical stock option-granting practices
- Represented an independent distributor of exclusive home entertainment programming in defense of action brought in Delaware Court of Chancery by a minority stockholder seeking to invalidate classified board and other charter and bylaw provisions adopted as part of California to Delaware reincorporation merger
- Represented a 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 a 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 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 a 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 a 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
- Prosecuted and defended multiple stockholder demands and litigation for access to corporate books and records and other statutory proceedings under the Delaware General Corporation Law
- Facilitated self-evaluation processes for board and board committees of publicly traded companies
- Provided risk management advice and represented public and private corporations, venture capital funds, their general counsel and partners concerning equity and debt financings and significant corporate transactions, including mergers and acquisitions (M&A), asset sales, recapitalizations, dissolution and bankruptcy, takeover preparedness, Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) filing requirements and clearance for significant transactions and commercial disputes
- Obtained dismissal with prejudice from the Delaware Court of Chancery of aiding and abetting breach of fiduciary claim in a putative class action complaint alleging that a venture capital firm improperly tainted the sale process of public oncology company because it was driven by its own unique liquidity needs
- Demurrer granted without leave to amend breach of contract and breach of fiduciary duty claims brought by a creditor trust against former, pre-bankruptcy senior officers and directors of a venture capital portfolio company alleging that defendants improperly relied upon a faulty business plan and failed to file for bankruptcy at an earlier time that would have preserved assets for the benefit of creditors
- Representing venture capital entities against claims of aiding and abetting breach of fiduciary duty by directors and officers of publicly traded portfolio company, brought by stockholder in the Delaware Court of Chancery, in connection with portfolio company's $5.1 billion acquisition by publicly traded pharmaceutical company
- Represented venture capital entities, as controlling stockholders of privately held medical device company, against claim brought by a limited liability company (LLC) that licensed technology to medical device company, for alleged aiding and abetting a breach of fiduciary duty by the LLC's managers; obtained dismissal with prejudice in the Maine Superior Court, affirmed on appeal by the Maine Supreme Judicial Court
- 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
- Obtained a 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 a venture capital firm in action by a 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 a former preferred stockholder asserting purported breach of fiduciary duty claims in connection with corporate dissolution and winding up
- 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
- Represented a former director and venture capital funds, as preferred stockholders, of a 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
- Obtained dismissal with prejudice of Section 1983 and 1985 claims against venture capital firm in connection with third-party armed protests
Credentials
Education
- Harvard Law School, J.D., cum laude
- University of Michigan, B.A., with high honors and highest distinction
Bar Admissions/Licenses
- Massachusetts
Court Admissions
- U.S. District Court for the District of Massachusetts
- U.S. District Court for the District of Colorado
- U.S. District Court for the Eastern District of Michigan
- U.S. District Court for the Eastern District of Wisconsin
- U.S. Court of Appeals for the First Circuit
- U.S. Court of Appeals for the Eighth Circuit
- U.S. Court of Appeals for the Ninth Circuit
Honors & Awards
- The Best Lawyers in America guide, Corporate Compliance Law, Corporate Governance Law, 2012-2025; Commercial Litigation, 2025
- The Best Lawyers in America guide, Boston Corporate Compliance Law Lawyer of the Year, 2019, 2023, 2025
- The Best Lawyers in America guide, Boston Corporate Governance Law Lawyer of the Year, 2020, 2021, 2023
- Chambers USA: America's Leading Lawyers for Business guide, 2003-2012
- Massachusetts Super Lawyers magazine, 2004-2019
- Phi Beta Kappa