Stephen A. Radin

Steve’s litigation practice focuses largely on shareholder derivative and class action litigation and stockholder books and records demands. He has won over 50 motions to dismiss (and affirmances of rulings granting motions to dismiss) in shareholder derivative actions alleging breaches of fiduciary duty by directors and officers of some of the largest and most prominent corporations in the United States, in state and federal courts throughout the country. These include actions against directors and officers of companies such as Aeropostale, AIG, Allstate, American Airlines, American Realty Capital, BearingPoint, Computer Sciences, ExxonMobil, Fairway, Francesca’s, General Electric, General Motors, iStar, Kid Brands, LaBranche, Lehman Brothers, Lululemon, Signet Jewelers, Trinity Industries, and WalMart – in multiple cases for AIG, Fairway, GE, GM, LaBranche, and Lululemon. As noted in The American Lawyer’s Litigator of the Week column on July 16, 2021, Steve’s most recent win for GE was “the 17th Radin has scored for GE in derivative litigation dating back to the 1980s.” Steve also has led numerous non-public representations resolving stockholder demands without litigation.

Steve is the author of The Business Judgment Rule: Fiduciary Duties of Corporate Directors, a four-volume, 6,000-page treatise that has been cited in over 50 judicial decisions, for which Steve received a Burton Award for Legal Achievement in 2011, given to lawyers who exhibit excellence in legal writing, in the category “Best Authoritative Book By A Partner In A Law Firm” at a ceremony in the Great Hall of the Library of Congress. This is one of three Burton Awards for Legal Achievement awarded to Steve, the first coming in 2005 for The New Stage of Corporate Governance Litigation: Section 220 Demands, published in the Cardozo Law Review, 26 Cardozo L. Rev. 1595 (2005), and described as “an excellent discussion and analysis” of Section 220 jurisprudence by the Delaware Supreme Court in Seinfeld v. Verizon Communications, Inc., 909 A.2d 117, 120 n.12 (2006). Steve’s third and most recent Burton Award came in 2018 for an article entitled Fiduciary Duties of Corporate Directors in Uncertain Times commissioned by Columbia Law School’s Millstein Center for Global Markets and Corporate Ownership at the request of participants in the Center’s General Counsel Corporate Governance Summit.

Steve has also published numerous additional articles in law reviews and other professional publications, including Corporate Criminal Liability for Employee-Endangering Activities, 18 Colum. J.L. & Soc. Probs. 39 (1983), The Director’s Duty of Care Three Years After Smith v. Van Gorkom, 39 Hastings L.J., 707 (1988), The Role of the Business Judgment Rule in Shareholder Litigation at the Turn of the Decade, 45 Bus. Law. 469 (1990), A Post-Polaroid Snapshot of the Duty to Correct Disclosure, 1991 Colum. Bus. L. Rev. 139 (1991), Chancellor Allen, The Business Judgment Rule, and the Shareholder’s Right to Decide, 17 Del. J. Corp. L. 785 (1992), Connectivity and Control in the Year 2000 and Beyond, 76 Harv. Bus. Rev. No. 4, at 148, 164-66 (July-Aug. 1998), The New Stage of Corporate Governance Litigation: Section 220 Demands – Reprise, 28 Cardozo L. Rev. 1287 (2006), and “Sinners who Find Religion”: Advancement of Litigation Expenses to Corporate Officials Accused of Wrongdoing, 25 U. Tex. Rev. of Litig. 251 (2006). Additional works authored by Steve have been published in the National Law Journal, the New York Law Journal, the New York Business Law Journal, Insights: The Corporate & Securities Law Advisor, The Corporate Governance Advisor, The M&A Lawyer, The Prentice Hall and later Aspen Corporation Bulletin, Directors and Boards, Director’s Monthly, Directorship, and The Metropolitan Corporate Counsel.

In 2015, the National Association of Corporate Directors named Steve to the NACD Directorship 100 in its Governance Professionals and Institutions category, honoring the “most influential people in the boardroom community” who exemplify “knowledge, leadership, and excellence in corporate governance.” In 2023, Steve joined the Board of Advisors of Columbia Law School’s Millstein Center for Global Markets and Corporate Ownership. Steve has been a member of the American Law Institute since 2010 and serves on the Members Consultative Group for the Restatement of the Law, Corporate Governance. Steve has been listed since 2010 in Best Lawyers in America in the Corporate Governance and Compliance Law specialty, since 2006 in New York Super Lawyers in the Securities Litigation specialty, and since 2015 by Legal 500 US in the Securities Litigation: Defense category. Steve has served as an adjunct professor teaching corporate governance at Cardozo Law School and Fordham Business School, as co-chair of the American Bar Association Section of Litigation Committee on Corporate Counsel Subcommittee on Corporate Governance, and as a member of the Law360 Securities editorial advisory board.

Steve served for twenty years as a member of the Board of Directors of the New York Legal Assistance Group, a privately funded not-for-profit organization that provides free legal services to low income individuals in community offices located in courts, hospitals, and community based organizations in the New York City area, and for eight years as a member of the Board of Trustees of the Stephen Wise Free Synagogue.

Steve holds a B.A. with distinction in all subjects from Cornell University and a J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar.

Steve’s most notable public representations include the following:

• AIG (counseling special litigation committee with respect to related party transactions, 2003 to 2005; counselling and then successful defense of board in multiple stockholder actions following financial crisis and government rescue, 2008 to 2018)
• GE (successful defense of board in multiple stockholder actions, including actions arising out of the 2008 financial crisis, 2008-2015, and actions involving long-term care insurance and power business downturns and Foreign Corrupt Practice Act allegations, 2018 to present)
• lululemon (successful defense of board in multiple stockholder litigations, including litigation alleging workplace misconduct by CEO, 2015 to 2020)
• Signet Jewelers (counseling board in connection with stockholder litigation demand alleging sexual harassment by CEO and successful defense of board in related stockholder litigation, 2018 to 2020)
• LaBranche (counseling board with respect to SEC investigation; successful defense of board in multiple stockholder litigations, 2003 to 2012)
• Trinity Industries (counselling board in connection with False Claims Act highway guardrail product safety claims and successful defense of board in related stockholder litigation, 2016-2018)
• iStar Financial (successful defense of board in stockholder litigation challenging executive compensation, 2013-2017)
• American Realty Capital Properties (successful defense of board in stockholder litigation challenging financial misstatements in SEC filings, 2014-2016)
• Fairway (successful defense of board in stockholder litigation alleging financial misstatements in SEC filings, 2014-2015)
• Francesca’s (successful defense of board in stockholder litigation alleging financial misstatements in SEC filings, 2013-2015)
• Ralph Lauren (successful defense of board in stockholder litigation challenging executive compensation, 2011-2012)
• WalMart (successful defense of board in stockholder litigation alleging gender discrimination, 2004 to 2009)
• General Motors (successful defense of board in multiple stockholder litigations, challenging repurchase of GM stock from H. Ross Perot, 1985-91, and challenging subsequent transactions involving Class E and Class H tracking stock, 1998-2000)
• Livent (successful defense of audit committee chair in securities litigation, 1998-2002)
• Princeton Noteholders (successful prosecution of RICO and fraud claims on behalf of 25 Japanese corporations against Republic Securities and HSBC in connection with Ponzi scheme by Martin Armstrong involving Princeton Notes securities; achieved $250 million settlement, over 90% of the damages sought, 1998-2002)
• Merrill Lynch (successful defense of board in stockholder litigation challenging reverse repurchase agreements entered into  with Orange County California deals to Orange County bankruptcy, 1997-1998)
• New York State Electric & Gas Corp. (successful defense of securities class action, 1994-1996)
• Bear Stearns (successful defense of underwriters of in separate offerings, Crazy Eddie, 1988-1993, and Stewart Enterprises, 1999-2000)
• Westinghouse/CBS (successful defense of board in multiple stockholder derivative litigations arising out of loan losses, 1992-2001)
• Hanson Trust (successful defense of claim by SCM that acquirer’s purchases of stock constituted a tender offer and successful prosecution of claim challenging SCM lock-up asset option, 1985-1986)