Carol V. Gilden is a Partner in Cohen Milstein’s Securities Litigation & Investor Protection Practice Group. She represents public pension funds, Taft-Hartley pension and health and welfare funds, and other institutional investors in securities class actions, transaction and derivative litigation, and individual actions, as well as in foreign securities litigation. She also litigates other types of complex litigation and class actions in state and federal courts nationwide.
Ms. Gilden is an industry leader and client champion, spearheading some of the most novel securities disputes in the financial markets, resulting in aggregate recoveries in excess of several billion dollars for investors. Her guiding principle – those who commit fraud on the financial markets should be held accountable.
Ms. Gilden has been court appointed lead, co-lead or executive committee counsel on numerous high-profile securities cases, including MF Global, in which the U.S. Court of Appeals for the Second Circuit held that companies that make false, misleading statements cannot hide behind risk disclosures in an attempt to escape liability, and for which she was named in the National Law Journal’s Hot Plaintiffs Firm of the Year; and IntraLinks – one of the first securities class actions to be certified following the Supreme Court’s decision in Halliburton II, providing a roadmap for obtaining class certification to other cases. She is currently Co-Lead Counsel in two groundbreaking antitrust lawsuits involving two of the world’s largest financial markets.
Ms. Gilden began her career at the Securities and Exchange Commission in the Enforcement Division, spending five years investigating and litigating cases involving securities fraud. Prior to joining Cohen Milstein in 2007, Ms. Gilden served as the head of the securities class action practice at a prominent mid-sized Chicago law firm and the vice chair of its class action department.
- Interest Rate Swaps Market Manipulation Litigation: Ms. Gilden represents the Chicago Public School Teachers’ Pension Fund and other institutions in a groundbreaking putative class action, charging 12 Wall Street banks with conspiring to engineer and maintain a collusive and anti-competitive stranglehold over the interest rate swaps market – one of the world’s biggest financial markets. On August 3, 2016, Cohen Milstein was appointed Co-Lead Counsel. The case is past the motion to dismiss and in active discovery.
- Treasuries Market Manipulation Litigation: Ms. Gilden represents the Cleveland Bakers and Teamsters Pension and Health and Welfare Funds and other institutions in a groundbreaking putative antitrust securities class action, alleging two dozen financial institutions with an inside role at the auction for U.S. Treasuries, conspired to manipulate yields and prices to their own benefit. On August 23, 2017, Cohen Milstein was appointed Co-Lead Counsel.
- Nieves v. Performance Sports Group Ltd. et al.: Ms. Gilden represents Plumbers & Pipefitters National Pension Fund and other investors, in this high-profile, putative securities class action involving PSG’s failure to disclose that its growth was not based on sustainable “organic growth” as represented, but was driven by the Company’s manipulative and coercive sale practices, which included pulling orders forward and forcing customers to increase their orders without regard for market demand. The SEC and Canadian authorities subsequently initiated investigations, and PSG filed for bankruptcy. On June 7, 2016, Cohen Milstein was appointed Lead Counsel.
- Credit Suisse Group AG Securities Litigation: Ms. Gilden is representing the International Brotherhood of Teamsters Local No. 710 Pension Plan in a securities class action against Credit Suisse Group AG, involving misrepresentations of its trading and risk limits, and subsequent accumulation of billions of dollars in extremely risky, highly illiquid investments, including the surreptitious accumulation of nearly $3 billion in distressed debt and U.S. collateralized loan obligations (“CLOs”). On March 19, 2018, Cohen Milstein was appointed Co-Lead Counsel.
- Intuitive Surgical Inc. Derivative Litigation: Ms. Gilden represented the Public School Teachers’ Pension and Retirement Fund of Chicago and negotiated a total settlement worth $20.2 million at final approval, consisting of cash and options, and requiring Intuitive to adopt extensive product safety, FDA compliance, and insider trading and corporate governance measures.
- ITT Educational Services, Inc. Securities Litigation: Ms. Gilden represented Plumbers and Pipefitters National Pension Fund and Metropolitan Water Reclamation District Retirement Fund and achieved a $16.96 million settlement against ITT and two of its officers. The case was hotly contested and involved unraveling complex accounting treatments governing ITT’s transactions with the third-party lenders, set against the Department of Education and Higher Education Act default guidelines. The case settled during discovery after reviewing and analyzing over two million pages of documents, after depositions had been taken and in the middle of class certification briefing.
- Singh et al. v. Orthofix International NV: Ms. Gilden represented Plumbers and Pipefitters National Pension Fund and reached an $11 million settlement against this medical device company headquartered in Curacao, Netherlands Antilles, despite significant logistical obstacles during investigation and discovery. Much of the information relevant to the case—internal company documents, witnesses, and news reports—were in six foreign languages and located in nine different countries on four different continents.
- City of Chicago v. Hotels.com, et al: Ms. Gilden represented the City of Chicago in a high-profile lawsuit in Cook County Circuit Court, alleging that Expedia, Hotels.com, Orbitz, Priceline and Travelocity failed to properly remit hotel taxes to the City of Chicago for hotel bookings. Expedia, the last remaining defendant, appealed a $29 million judgement, and settled on appeal and after the conclusion of briefing. In total, the City of Chicago recouped $23.6 million in back taxes and penalties, and these defendants now collect and remit to the City of Chicago taxes on the mark-up of the room bookings.
Other Recent Leadership Roles
In addition to the notable matters listed above, Ms. Gilden has been lead and co-lead counsel in many notable matters, including:
- MF Global litigation: A significant settlement of $90 million settlement and a precedent–setting case, in which the U.S. Court of Appeals for the Second Circuit sided with the plaintiffs and held that companies cannot make false or misleading statements in their offering documents, and then hide behind risk disclosures related to those facts in their attempt to escape liability. The National Law Journal singled out Ms. Gilden’s work on the case in connection with its selection of Cohen Milstein as a Hot Plaintiffs’ Firm for that year.
- IntraLinks Litigation: One of the first securities class actions to be certified following the Supreme Court’s decision in Halliburton II. That case was successfully resolved for $14 million. Ms. Gilden served as lead counsel.
- Huron Securities Litigation: A total $40 million settlement, including $27 million in cash plus 474,547 shares of common stock, valued at $13,292,061 as of the market’s close on May 6, 2011.
- In re RehabCare Group, Inc. Shareholders Litigation: Ms. Gilden was co-lead counsel and settled the case for a cash payment to shareholders and significant deal reforms including enhanced disclosures and an amended merger agreement.
Ms. Gilden’s executive committee roles include other high-profile cases: Global Crossing Securities Litigation (settlements of $448 million) and the Merrill Lynch Analyst cases ($125 million settlement), as well as on the litigation team of the Waste Management Litigation ($220 million settlement). Under her leadership, her former firm was an active member of the litigation teams in the AOL Time Warner Securities litigation ($2.5 billion settlement), CMS Securities Litigation ($200 million settlement) and the Salomon Analyst Litigation/In re AT&T ($75 million settlement). Further, Ms. Gilden was lead counsel in an opt-out securities litigation action in connection with the McKesson/HBOC merger, Pacha, et al. v. McKesson Corporation, et al., which settled for a substantial, confidential sum.
Ms. Gilden has earned the trust of her clients, who know she will go to the mat for them, tenaciously advocating for them from start to finish in their cases. She draws respect from colleagues, as well as adversaries who perennially have placed her in the highest ranks of the profession, including being named an Illinois Super Lawyer repeatedly over the last 10 years, “Pension Fund Attorney of the Year, Illinois” by the Global Corporate International Magazine in 2014 and 2015 and being recognized for Excellence in Law by the Worldwide Registry. In 2016, she was recognized by the Women in Wealth Awards as a winner in the category of "Best in Securities Litigation Law - Illinois & Excellence Award for Investor Protection Law." She has also been featured on the cover of the Chicago Lawyer in connection with a feature article on securities class actions. She is a much sought-after speaker at legal and pension fund conferences and has been frequently quoted in the national media on market scandals, recent developments and trends in securities law and high profile securities fraud cases. Ms. Gilden is rated AV Preeminent™ by Martindale-Hubbell.
Ms. Gilden served as the first (and to this day, only) woman President of the National Association of Shareholder and Consumer Attorneys, the preeminent trade association for securities class action attorneys, as well as the organization’s first woman Treasurer. As President of NASCAT, Ms. Gilden made repeated visits to Capitol Hill advocating for strong investor protection. She also engaged in outreach to the institutional investor community on needed reforms to reverse the erosion of investor rights. Under Ms. Gilden’s leadership, NASCAT also filed amicus briefs in connection with major securities cases before the Supreme Court and other courts. Prior to becoming President, she served as the President-Elect. She continues to serve on NASCAT’s Executive Committee.
Ms. Gilden was selected to serve on the Corporate Governance and Markets Advisory Councils to the Board of Directors for the Council for Institutional Investors (CII) during 2013-2015. CII is a nonprofit association of pension and other employee benefits funds, endowments and foundations and a voice for effective corporate governance and strong shareholder rights. Ms. Gilden is also a member of the National Association of Public Pension Attorneys (NAPPA).
Ms. Gilden regularly lectures at legal conferences around the country on securities litigation and class action law, and is a frequent speaker at institutional investor conferences and symposiums regarding securities law developments, shareholder rights and regulatory reform. She has authored and co-authored numerous scholarly articles and course materials on securities fraud cases, class actions, derivative litigation and related topics.
Ms. Gilden attended the University of Illinois, earning a B.S. in Business Administration, and received her J.D. from Chicago-Kent College of Law, where she graduated with honors and was a member of the Chicago-Kent Law Review.