Thau

 

Clifford Thau

Partner cthau@thsh.com 212-702-3172 LinkedIn

Practice Areas

Areas of Focus

  • Audit & Special Committees of Boards of Directors
  • Complex Commercial and Business Litigation
  • Energy Litigation
  • Employment Litigation
  • Environmental Litigation
  • FCPA & Global Anti-Corruption
  • Government Investigations
  • Internal Investigations
  • Media Litigation
  • Real Estate Litigation
  • Shareholder Litigation & Enforcement
  • Arts & Media
  • Retail

Industries

Thau

Clifford Thau

Partner cthau@thsh.com 212-702-3172 LinkedIn

Practice Areas

Areas of Focus

  • Audit & Special Committees of Boards of Directors
  • Complex Commercial and Business Litigation
  • Energy Litigation
  • Employment Litigation
  • Environmental Litigation
  • FCPA & Global Anti-Corruption
  • Government Investigations
  • Internal Investigations
  • Media Litigation
  • Real Estate Litigation
  • Shareholder Litigation & Enforcement
  • Arts & Media
  • Retail

Industries

Thau

Clifford Thau

Partner cthau@thsh.com 212-702-3172 LinkedIn

Practice Areas

Areas of Focus

  • Audit & Special Committees of Boards of Directors
  • Complex Commercial and Business Litigation
  • Energy Litigation
  • Employment Litigation
  • Environmental Litigation
  • FCPA & Global Anti-Corruption
  • Government Investigations
  • Internal Investigations
  • Media Litigation
  • Real Estate Litigation
  • Shareholder Litigation & Enforcement
  • Arts & Media
  • Retail

Industries

Biography

Cliff Thau is a partner in Tannenbaum Helpern’s Litigation and Dispute Resolution practice. A well-known litigator across the United States, Cliff is recognized by peers and colleagues as a lawyer who “approaches problems with a practical mindset” and “a strategic thinker who can see around the corner and the consequences down the line” (Chambers USA).

Cliff focuses his practice on securities litigation and regulatory and internal investigations. His clients include issuers, underwriters, officers and directors; securities and private equity firms; and Audit and Special Committees, as well as a wide range of public and private companies and individuals.

Cliff also represents corporations, private equity firms and individuals in commercial litigation in the financial services, media, real estate, energy and other industries.

Prior to joining Tannenbaum Helpern, Cliff served as Managing Partner of Vinson & Elkins’ New York Office and was a member of the Firm’s Management Committee. He is a frequent speaker and author on topics related to securities litigation and regulatory enforcement, litigation and dispute resolution, corporate governance, and internal and government investigations. Cliff has been recognized by Chambers, Legal 500 U.S., LawDragon, Best Lawyers in America and SuperLawyers.

Columbia Law School (J.D.)

University of Pennsylvania (B.A.)

  • NY Office Managing Partner; Firm Management Committee Member, Vinson & Elkins LLP
  • Partner, Squadron Ellenoff Plesent & Sheinfeld LLP
  • Associate and Partner, Shea & Gould LLP
  • New York
  • United States Supreme Court
  • United States Courts of Appeals for the Second Circuit
  • United States Courts of Appeals for the Fifth Circuits
  • United States District Court for the Eastern Districts of New York
  • United States District Court for the Southern Districts of New York
  • Chambers and Partners USA Guide: New York, Litigation: Securities (2009-2024)
  • Legal 500 U.S., Dispute Resolution: Corporate Investigations and White-Collar Criminal Defense (2017−2019); Securities: Shareholder Litigation (2012-2016); Dispute Resolution: Securities Litigation: Defense (2016-2020, 2022 & 2023); Dispute Resolution: M&A Litigation: Defense (2022)
  • Lawdragon 500 Leading Litigators in America (2023-2025)
  • Best Lawyers®, Commercial Litigation; Litigation - Regulatory Enforcement; Litigation–Securities (2005-2023)
  • Super Lawyers® New York Metro Area, Business Litigation; Securities Litigation (2006-2024)
  • Successfully represented a private equity firm in an SEC investigation alleging an improper fee structure and conflicts of interest and inaccurate valuation of assets.
  • In Rombach v. Chang, successfully represented senior management of national operator of golf courses in a securities class action (dismissal affirmed by Second Circuit).
  • Successfully represented a major oil company in connection with an SEC inquiry concerning the company’s analysis of the requirements for establishing reserves and disclosures of its contingent liabilities arising out of a major oil spill; the SEC concluded its inquiry without any enforcement action.
  • Successfully represented a health care company in connection with an SEC investigation arising out of restatements of financial statements.
  • Successfully represented an independent exploration and production company in an SEC investigation in connection with activities involving shale gas plays.
  • Successfully represented a major international financial firm in connection with regulatory inquiries brought by the SEC, FINRA, and state law enforcement agencies, including inquiries into the firm’s investments in energy projects.
  • Successfully represented a private equity firm in the bankruptcy of a portfolio company, a midstream oil and gas company, including court-appointed Examiner’s investigation, regulatory inquiries, and securities class action.
  • Successfully represented an exploration and production company in connection with a 10b-5 class action, an SEC investigation, and derivative suits; the SEC discontinued its inquiry without recommending any enforcement action.
  • Successfully represented a media company in a 10b-5 class action.
  • Successfully represented an international construction firm in a securities class action and SEC investigation.
  • Successfully represented a private equity firm in an SEC pay-to-play investigation.
  • Successfully represented a defense contractor in District Court in which an investment firm sought to commence an arbitration to pursue claims under the federal securities laws and common law claims; obtained an order staying the arbitration and successfully appealed the decision of the District Court from the Magistrate Judge, which permitted the securities law claims to be arbitrated, to the Second Circuit, which reversed the District Court’s ruling; the lawsuit was then settled favorably on behalf of our client.
  • Successfully represented the CEO of an entertainment corporation in options backdating litigation.
  • Successfully represented broker-dealer against fraud claims brought by SEC in Madoff scandal-related litigation.
  • Successfully represented a senior member of management of a public company in DOJ and SEC investigations.
  • Represented the Special Litigation Committee of an international casino operation in an internal investigation.
  • Represented Audit Committee of a public technology company in a SEC/DOJ and FCPA investigation.
  • Represented Audit Committee of a public telecommunications company in an investigation of pay-for-play leading to the award of a contract from a local government.
  • Represented Audit Committee of a public company in a SEC and grand jury investigation into accounting irregularities at a garment manufacturer.
  • Represented Audit Committee of a public company in a SEC investigation into accounting irregularities at a food producer.
  • On behalf of the board of a master limited partnership, conducted an on-site investigation in West Virginia of alleged conflicts of interest by senior management involving real estate transactions.
  • On behalf of the board of a private equity firm, investigated whether senior management was involved or aware of false statements made to municipalities in connection with zoning applications.
  • Successfully represented an international pharmaceutical company in a series of arbitrations over coverage against insurance carriers.
  • Successfully represented an international pharmaceutical company in a post-closing working capital arbitration.
  • Successfully represented a Big Four accounting firm in a case brought in New York Supreme Court; the Supreme Court dismissed all of plaintiff’s claims, holding that the plaintiff was not a third-party beneficiary of the audit client’s engagement letter; the Appellate Division of the Supreme Court unanimously affirmed.
  • Successfully represented a national newspaper against fraud and breach of contract claims arising out of a subscription scam; obtained dismissal.
  • Successfully represented a national real estate investment trust in a lawsuit alleging a conspiracy to violate antitrust laws (dismissal affirmed by 2nd Circuit).
  • Successfully represented a national cable news company against the operator of New York City’s cable system for fraud and antitrust violations.
  • Successfully represented a New York newspaper in the dismissal of an age discrimination lawsuit in the United States Court of Appeals (dismissal affirmed by 2nd Circuit).
  • Successfully represented a former senior newspaper editor in civil litigation.
  • Successfully represented a New York newspaper in an environmental law challenge to the construction of a new printing facility.
  • Successfully represented the producers of a Broadway show in a contract dispute with the family of a playwright.
  • Co-Author, SEC Proposes New Rule on Investment Advisors’ Disclosures and Compliance Insight, Regulatory Roundup (V&E), February 23, 2022
  • Co-Author, Preserving Privilege: Considerations to Maintain Client-Attorney Confidentiality, RANE, April 19, 2018
  • Co-Author, “The SEC Announces Results of Enforcement Actions in Fiscal 2017,” V&E SEC Enforcement Update E-communication, November 29, 2017
  • Co-Author, “U.S. Supreme Court in Salman Says “Personal Benefit” Does Not Have to be Tangible,” V&E Shareholder Litigation and Enforcement Update E-communication, December 12, 2016
  • "Q&A With Vinson & Elkins’ Cliff Thau,” Law360, May 24, 2013
  • Co-Author, "Securities Litigation Issues Impacting Energy Companies,” V&E Securities Litigation Insights, Issue 10, Spring 2013 (co-author)
  • Presenter, “Securities Investigations and Enforcement,” Vinson & Elkins’ Second Annual Hydraulic Fracturing Symposium, July 19, 2012
  • Co-Author, “The SEC’s New Initiatives Mean Increased Scrutiny for Companies, Including Officers and Directors,” Securities Litigation Insights, Fall 2009
  • Co-Author, “SEC’s Director of Enforcement Announces New Initiatives,” V&E Litigation Update, August 7, 2009
  • Co-Author, “CPLR §7502(c): Changes to Aid Arbitration Remedies,” New York Law Journal, June 4, 2007
  • Co-Author, "Key Federal Court Rules on Securities Fraud Pleading Standard,” Legal Opinion Letter, Washington Legal Foundation, April 30, 2004
  • Co-Author, “In Internal Investigations, Cooperation is Key,” New York Law Journal, May 5, 2003
  • Co-Author, “Blowing the Whistle on Fraud,” The National Law Journal, November 25, 2002 (co-author with Gregory Zimmer)

Publications

News

Cliff Thau is a partner in Tannenbaum Helpern’s Litigation and Dispute Resolution practice. A well-known litigator across the United States, Cliff is recognized by peers and colleagues as a lawyer who “approaches problems with a practical mindset” and “a strategic thinker who can see around the corner and the consequences down the line” (Chambers USA).

Cliff focuses his practice on securities litigation and regulatory and internal investigations. His clients include issuers, underwriters, officers and directors; securities and private equity firms; and Audit and Special Committees, as well as a wide range of public and private companies and individuals.

Cliff also represents corporations, private equity firms and individuals in commercial litigation in the financial services, media, real estate, energy and other industries.

Prior to joining Tannenbaum Helpern, Cliff served as Managing Partner of Vinson & Elkins’ New York Office and was a member of the Firm’s Management Committee. He is a frequent speaker and author on topics related to securities litigation and regulatory enforcement, litigation and dispute resolution, corporate governance, and internal and government investigations. Cliff has been recognized by Chambers, Legal 500 U.S., LawDragon, Best Lawyers in America and SuperLawyers.

Columbia Law School (J.D.)

University of Pennsylvania (B.A.)

  • NY Office Managing Partner; Firm Management Committee Member, Vinson & Elkins LLP
  • Partner, Squadron Ellenoff Plesent & Sheinfeld LLP
  • Associate and Partner, Shea & Gould LLP
  • New York
  • United States Supreme Court
  • United States Courts of Appeals for the Second Circuit
  • United States Courts of Appeals for the Fifth Circuits
  • United States District Court for the Eastern Districts of New York
  • United States District Court for the Southern Districts of New York
  • Chambers and Partners USA Guide: New York, Litigation: Securities (2009-2024)
  • Legal 500 U.S., Dispute Resolution: Corporate Investigations and White-Collar Criminal Defense (2017−2019); Securities: Shareholder Litigation (2012-2016); Dispute Resolution: Securities Litigation: Defense (2016-2020, 2022 & 2023); Dispute Resolution: M&A Litigation: Defense (2022)
  • Lawdragon 500 Leading Litigators in America (2023-2025)
  • Best Lawyers®, Commercial Litigation; Litigation - Regulatory Enforcement; Litigation–Securities (2005-2023)
  • Super Lawyers® New York Metro Area, Business Litigation; Securities Litigation (2006-2024)
  • Successfully represented a private equity firm in an SEC investigation alleging an improper fee structure and conflicts of interest and inaccurate valuation of assets.
  • In Rombach v. Chang, successfully represented senior management of national operator of golf courses in a securities class action (dismissal affirmed by Second Circuit).
  • Successfully represented a major oil company in connection with an SEC inquiry concerning the company’s analysis of the requirements for establishing reserves and disclosures of its contingent liabilities arising out of a major oil spill; the SEC concluded its inquiry without any enforcement action.
  • Successfully represented a health care company in connection with an SEC investigation arising out of restatements of financial statements.
  • Successfully represented an independent exploration and production company in an SEC investigation in connection with activities involving shale gas plays.
  • Successfully represented a major international financial firm in connection with regulatory inquiries brought by the SEC, FINRA, and state law enforcement agencies, including inquiries into the firm’s investments in energy projects.
  • Successfully represented a private equity firm in the bankruptcy of a portfolio company, a midstream oil and gas company, including court-appointed Examiner’s investigation, regulatory inquiries, and securities class action.
  • Successfully represented an exploration and production company in connection with a 10b-5 class action, an SEC investigation, and derivative suits; the SEC discontinued its inquiry without recommending any enforcement action.
  • Successfully represented a media company in a 10b-5 class action.
  • Successfully represented an international construction firm in a securities class action and SEC investigation.
  • Successfully represented a private equity firm in an SEC pay-to-play investigation.
  • Successfully represented a defense contractor in District Court in which an investment firm sought to commence an arbitration to pursue claims under the federal securities laws and common law claims; obtained an order staying the arbitration and successfully appealed the decision of the District Court from the Magistrate Judge, which permitted the securities law claims to be arbitrated, to the Second Circuit, which reversed the District Court’s ruling; the lawsuit was then settled favorably on behalf of our client.
  • Successfully represented the CEO of an entertainment corporation in options backdating litigation.
  • Successfully represented broker-dealer against fraud claims brought by SEC in Madoff scandal-related litigation.
  • Successfully represented a senior member of management of a public company in DOJ and SEC investigations.
  • Represented the Special Litigation Committee of an international casino operation in an internal investigation.
  • Represented Audit Committee of a public technology company in a SEC/DOJ and FCPA investigation.
  • Represented Audit Committee of a public telecommunications company in an investigation of pay-for-play leading to the award of a contract from a local government.
  • Represented Audit Committee of a public company in a SEC and grand jury investigation into accounting irregularities at a garment manufacturer.
  • Represented Audit Committee of a public company in a SEC investigation into accounting irregularities at a food producer.
  • On behalf of the board of a master limited partnership, conducted an on-site investigation in West Virginia of alleged conflicts of interest by senior management involving real estate transactions.
  • On behalf of the board of a private equity firm, investigated whether senior management was involved or aware of false statements made to municipalities in connection with zoning applications.
  • Successfully represented an international pharmaceutical company in a series of arbitrations over coverage against insurance carriers.
  • Successfully represented an international pharmaceutical company in a post-closing working capital arbitration.
  • Successfully represented a Big Four accounting firm in a case brought in New York Supreme Court; the Supreme Court dismissed all of plaintiff’s claims, holding that the plaintiff was not a third-party beneficiary of the audit client’s engagement letter; the Appellate Division of the Supreme Court unanimously affirmed.
  • Successfully represented a national newspaper against fraud and breach of contract claims arising out of a subscription scam; obtained dismissal.
  • Successfully represented a national real estate investment trust in a lawsuit alleging a conspiracy to violate antitrust laws (dismissal affirmed by 2nd Circuit).
  • Successfully represented a national cable news company against the operator of New York City’s cable system for fraud and antitrust violations.
  • Successfully represented a New York newspaper in the dismissal of an age discrimination lawsuit in the United States Court of Appeals (dismissal affirmed by 2nd Circuit).
  • Successfully represented a former senior newspaper editor in civil litigation.
  • Successfully represented a New York newspaper in an environmental law challenge to the construction of a new printing facility.
  • Successfully represented the producers of a Broadway show in a contract dispute with the family of a playwright.
  • Co-Author, SEC Proposes New Rule on Investment Advisors’ Disclosures and Compliance Insight, Regulatory Roundup (V&E), February 23, 2022
  • Co-Author, Preserving Privilege: Considerations to Maintain Client-Attorney Confidentiality, RANE, April 19, 2018
  • Co-Author, “The SEC Announces Results of Enforcement Actions in Fiscal 2017,” V&E SEC Enforcement Update E-communication, November 29, 2017
  • Co-Author, “U.S. Supreme Court in Salman Says “Personal Benefit” Does Not Have to be Tangible,” V&E Shareholder Litigation and Enforcement Update E-communication, December 12, 2016
  • "Q&A With Vinson & Elkins’ Cliff Thau,” Law360, May 24, 2013
  • Co-Author, "Securities Litigation Issues Impacting Energy Companies,” V&E Securities Litigation Insights, Issue 10, Spring 2013 (co-author)
  • Presenter, “Securities Investigations and Enforcement,” Vinson & Elkins’ Second Annual Hydraulic Fracturing Symposium, July 19, 2012
  • Co-Author, “The SEC’s New Initiatives Mean Increased Scrutiny for Companies, Including Officers and Directors,” Securities Litigation Insights, Fall 2009
  • Co-Author, “SEC’s Director of Enforcement Announces New Initiatives,” V&E Litigation Update, August 7, 2009
  • Co-Author, “CPLR §7502(c): Changes to Aid Arbitration Remedies,” New York Law Journal, June 4, 2007
  • Co-Author, "Key Federal Court Rules on Securities Fraud Pleading Standard,” Legal Opinion Letter, Washington Legal Foundation, April 30, 2004
  • Co-Author, “In Internal Investigations, Cooperation is Key,” New York Law Journal, May 5, 2003
  • Co-Author, “Blowing the Whistle on Fraud,” The National Law Journal, November 25, 2002 (co-author with Gregory Zimmer)
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