Carol V. Gilden is a nationally recognized securities litigator and a partner in Cohen Milstein's Securities Litigation & Investor Protection Practice Group. She also serves as the Resident Partner of Cohen Milstein’s Chicago Office.
Ms. Gilden represents public pension funds, Taft-Hartley pension and health and welfare funds, and other institutional investors in securities class actions, individual actions and transaction and derivative litigation. She also litigates other types of complex litigation and class actions nationwide in state and federal courts. Ms. Gilden's practice includes cases involving stock, bonds, preferred stock, ADR's and other complex financial Instruments, including interest rate swaps, Treasury bonds and exchange-traded notes.
Ms. Gilden has spearheaded and litigated some of the most novel securities disputes in the financial markets, resulting in aggregate recoveries of over several billion dollars for investors. Her guiding principle – those who commit fraud on the financial markets should be held accountable.
In numerous high-profile securities cases, Ms. Gilden has led the litigation as Lead or Co-Lead Counsel. These cases include MF Global, where the U.S. Court of Appeals for the Second Circuit held that companies that make false or misleading statements cannot hide behind risk disclosures to escape liability, and in which Ms. Gilden, as Co-Lead Counsel, was named in the National Law Journal’s selection of Cohen Milstein to its "Plaintiffs' Hot List." Ms. Gilden was also Lead Counsel in the IntraLinks Securities Litigation, which, as one of the first securities class actions certified after the Supreme Court’s Halliburton II decision, provided a roadmap for obtaining class certification in other securities cases.
Most recently, Ms. Gilden served as Lead Counsel in Seafarers Pension Plan v. Bradway, et al., a federal derivative case against The Boeing Company's directors and officers arising out of the 737 MAX crashes and alleging federal proxy statement violations in connection with director elections. After the case was dismissed on forum non conveniens grounds, Ms. Gilden successfully argued before the U.S. Court of Appeals for the Seventh Circuit, obtaining a 2-to1, precedent-setting decision reversing the district court's dismissal of the case based on enforcement of Boeing's forum selection bylaw. The derivative action ultimately settled, along with a companion class action filed by the Seafarers in Delaware Chancery Court after the district court's dismissal and challenging the bylaw under Delaware law, for corporate governance reforms valued in excess of $100 million and a $6.25 million payment by the Directors' insurers to the Company.
Among other cases, Ms. Gilden is currently serving on the Co-Lead Counsel team in two groundbreaking antitrust lawsuits involving two of the world’s largest financial markets and as Lead Counsel in a securities class action against Bayer AG, stemming from its acquisition of Monsanto, with its flagship product, the herbicide Roundup. Additionally, she is Lead Counsel in a securities class action against Pluralsight and its senior officers, alleging that they misrepresented and omitted material information concerning the size of the Company's sale force, which impacted its billing's growth, a key metric to investors.
Ms. Gilden began her career in the Enforcement Division of the Securities and Exchange Commission, where she spent five years investigating and litigating securities fraud cases.
Before 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 (S.D.N.Y.): Ms. Gilden represents the Public School Teachers’ Pension and Retirement Fund of Chicago 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. Cohen Milstein is Co-Lead Counsel in this case,
- Treasuries Market Manipulation Litigation (S.D.N.Y.): Ms. Gilden represents the Cleveland Bakers and Teamsters Pension and Health and Welfare Funds and other institutions in this putative antitrust class action, alleging that two dozen financial institutions with an inside role at the auction for U.S. Treasuries conspired to manipulate yields and prices to their benefit. Cohen Milstein is Co-Lead Counsel.
- Bayer AG Securities Litigation (N.D. Cal.): Ms. Gilden represents the Sheet Metal Workers National Pension Fund and the International Brotherhood of Teamsters Local No. 710 Pension Plan in this putative securities class action, alleging that Bayer misrepresented the extent of its due diligence on the risks posed by the Roundup litigation in connection with its $63 billion acquisition of Monsanto. Bayer investors incurred significant losses after bellwether jury trials in the toxic tort cases in the Roundup litigation repeatedly found in favor of the plaintiffs against Monsanto, leading to jury awards totaling hundreds of millions of dollars. Ultimately, a global settlement of the Roundup litigation was announced for upwards of $10.9 billion, which the Court handling the cases rejected as to future claims. Cohen Milstein is Lead Counsel.
- Pluralsight, Inc. Securities Litigation (D. Utah): Ms. Gilden represents the Indiana Public Retirement System and the Public School Teachers’ Pension and Retirement Fund of Chicago in this securities class action against Pluralsight, Inc, a provider of cloud-based and video training courses. The case alleges that Pluralsight and its senior officers misrepresented and omitted material information from investors concerning the Company’s sales force, which impacted its billings growth, before a $37 million stock cash-out by Pluralsight insiders through the use of Rule 10b5-1 trading plans, open market transactions and in an $450 million secondary public offering orchestrated by those insiders. Ms. Gilden successfully argued and convinced U.S. Court of Appeals for the Tenth Circuit to reverse the lower court's dismissal of the case. In doing so, the Tenth Circuit held that the plaintiffs' allegations "strongly support the inference" of scienter and that the executives' use of Rule10b5-1 trading plans for their sales "cannot rebut the inference that personal financial gain was a motive for defendants' material misrepresentations." Cohen Milstein is Lead Counsel.
- Set Capital LLC et al. v. Credit Suisse Group A.G. et al. (S.D.N.Y.): Ms. Gilden represents Set Capital LLC and other investors in this securities class action lawsuit against Credit Suisse Group and its officers stemming from the collapse of exchange-traded notes called VelocityShares Daily Inverse VIX Short Term Exchange Traded Notes, or XIV, that tracked the inverse of the VIX. The case alleges that Credit Suisse sold hundreds of millions of dollars of XIV notes to investors, while actively betting against their performance and falsely telling investors that it (and Credit Suisse's affiliates) did not believe their hedging in VIX futures would adversely impact XIV's value. Cohen Milstein serves as Co-Lead Counsel.
- Intuitive Surgical Inc. Derivative Litigation (Sup. Crt. Cal.): Ms. Gilden represented the Public School Teachers’ Pension and Retirement Fund of Chicago in this derivative action against Intuitive’s directors and officers, alleging they covered up safety defects in the da Vinci robotic surgery system. She achieved a settlement one day before trial for cash and options worth $20.2 million at final approval, to be paid by the Individual Defendants back to Intuitive. The settlement also required Intuitive Surgical to adopt extensive corporate governance, insider trading, product safety, and FDA compliance measures designed to present the reoccurrence of the alleged wrongdoing. In the plaintiff’s expert’s opinion, the reduction in the risk of recurrence of the events similar to the ones experienced (which resulted in a 30% drop in stock value and the establishment of a $100 million product liability reserve) translated into a benefit of $117 million to Intuitive and its shareholders. Cohen Milstein served as Co-Lead Counsel.
- Huron Securities Litigation (N.D. Ill.): Ms. Gilden represented the Public School Teachers’ Pension & Retirement Fund of Chicago and the Arkansas Public Employees Retirement Fund in this securities fraud class action against Huron and its officers, alleging accounting fraud allegations. The case settled for $40 million, consisting of $27 million in cash plus 474,547 shares of common stock, valued at $13,292,061. Cohen Milstein served as Co-Lead Counsel.
- City of Chicago v. Hotels.com, et al. (Circ. Crt. Cook Cty., Ill.): 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 judgment and settled on appeal after briefing concluded. The City of Chicago recouped $23.6 million in back taxes and interest, and these defendants now collect and remit to the City of Chicago taxes on the markup of the room bookings. Ms. Gilden served as the lead attorney in this litigation.
- Credit Suisse Group AG Securities Litigation (S.D.N.Y.): Ms. Gilden represented the International Brotherhood of Teamsters Local No. 710 Pension Plan and achieved a $15.5 million settlement in this securities class action against Credit Suisse Group AG, alleging misrepresentations of the Company’s trading and risk limits leading to the accumulation of billions of dollars in risky, highly illiquid investments. Cohen Milstein was Co-Lead Counsel.
- Plumbers & Pipefitters National Pension Fund v. Davis, et al. (S.D.N.Y.): Ms. Gilden represented the United Association National Pension Fund, f/k/a Plumbers & Pipefitters National Pension Fund, in this securities class action alleging that PSG and its officers failed to disclose that PSG's 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. PSG subsequently filed for bankruptcy protection. Cohen Milstein is sole Lead Counsel, which after extensive discovery, achieved $14.15 million in settlements for the benefit of the class.
- In re Alphabet Shareholder Derivative Litigation (Sup. Crt. Cal., Santa Clara Cnty.): Ms. Gilden represented the Northern California Pipe Trades Pension Plan and other institutions in this shareholder derivative lawsuit against the Board of Directors of Alphabet, Inc. The case alleged that the tech giant’s Board violated its fiduciary duty by enabling a double standard at Alphabet that allowed powerful executives to sexually harass and discriminate against women without consequence. On November 30, 2020, the court granted final approval of a historic settlement, including a $310 million commitment to fund diversity, equity, and inclusion initiatives at Alphabet-owned companies, and workplace and corporate governance reforms including limiting non-disclosure agreements and ending mandatory arbitration in sexual harassment, gender discrimination, and retaliation-related disputes. Ms. Gilden was an active member of the Litigation Team. Cohen Milstein was Co-Lead Counsel.
- Ong v. Sears Roebuck & Co. (N.D. Ill): Ms. Gilden represented the State Universities Retirement System of Illinois and Mr. Ong and achieved a $15.5 million settlement in this securities class action against Sears Roebuck, Sears Roebuck Acceptance Corp. and its underwriters. The case alleged that the defendants made misrepresentations and omissions regarding Sears’ credit card operations to make those operations appear more stable and profitable than they were. Cohen Milstein was Co-Lead Counsel.
Other Recent Leadership Roles:
In addition to the cases listed above, Ms. Gilden has served as Lead and Co-Lead counsel in other notable matters, including, among others:
- MF Global Securities Litigation (S.D.N.Y.): Ms. Gilden represented the Central States, Southeast and Southwest Areas Pension Fund and achieved a $90 million settlement in this precedent–setting securities class action 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 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. Cohen Milstein was Co-Lead Counsel.
- ITT Educational Services, Inc. Securities Litigation (S.D.N.Y.): Ms. Gilden represented the Plumbers and Pipefitters National Pension Fund and Metropolitan Water Reclamation District Retirement Fund in this securities class action 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. Cohen Milstein was Lead Counsel.
- IntraLinks Securities Litigation (S.D.N.Y.): Ms. Gilden represented the Plumbers and Pipefitters National Pension Fund in one of the first securities class actions to be certified following the Supreme Court’s decision in Halliburton II. The case alleged that IntraLinks Holdings Inc., a virtual data room – or cloud computing – company, and other defendants made misleading statements and omissions regarding the strength of the Company’s business and failed to disclose to investors the loss of IntraLinks’ largest client. The case settled for $14 million after the class was certified and extensive fact discovery was completed. Cohen Milstein served as Lead Counsel.
- Orthofix International NV Securities Litigation (S.D.N.Y.): Ms. Gilden represented the 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.
- Navistar Securities Litigation (N.D. Ill.): Ms. Gilden represented the Central States, Southeast and Southwest Areas Pension Fund in this securities class against Navistar International Corporation and its former officers, alleging material misrepresentations and omissions concerning the development and marketability of Navistar’s exhaust gas recirculation technology. The case settled for $9.1 million. Cohen Milstein served as sole Lead Counsel.
- In re RehabCare Group, Inc. Shareholders Litigation (Del. Ch.): Ms. Gilden was co-lead counsel and settled the case for a cash payment to shareholders and significant deal reforms in this shareholder litigation challenging the acquisition of healthcare provider RehabCare Group, Inc. by Kindred Healthcare, Inc.
Ms. Gilden served in Executive Committee roles in other high-profile cases, Global Crossing Securities Litigation (settlements of $448 million) and the Merrill Lynch Analyst cases ($125 million settlement), as well as an active litigation team of the Waste Management Litigation (N.D. Il) ($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 on behalf of a large group of individual plaintiffs 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 from adversaries who consistently place her in the highest ranks of the profession. In 2022, Ms. Gilden was chosen as one of The American Lawyer’s Trailblazers – Midwest. She has been repeatedly named one of Lawdragon's “500 Leading Plaintiff Financial Lawyers” (2018-2022), which recognizes as the "best of the U.S. plaintiffs' bar" attorneys specializing in representing individual investors and shareholders, as well as business and other organizations harmed by corporate misconduct or other failures. Ms. Gilden has been repeatedly designated one of Chicago's Notable Women Lawyers by Crain's Chicago Business, and in 2021, she was placed on the “Recommended” List by The Legal 500 Editorial Board. In 2019, she was named a “Women of Influence” by the Chicago Business Journal and received a “Women in Law Award” by Lawyer Monthly Magazine. In 2018, she was lauded the “Securities Litigation Attorney of the Year – Illinois” by Lawyer International’s Global Awards. Ms. Gilden is rated AV Preeminent by Martindale-Hubbell (the highest possible rating for professional excellence) and is consistently listed as an “Illinois Super Lawyer” by the Thomson Reuters magazine, Super Lawyers.
Ms. Gilden served as the first 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 inaugural Corporate Governance Council and Markets Advisory Council 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 a Vice President of the Institute for Law and Economic Policy, a public policy research and educational foundation whose mission is to preserve, study and enhance investor and consumer access to the civil justice system. She 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 law 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 Urbana-Champaign, 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.
- Enforcement Attorney, Midwest Regional Office, Securities & Exchange Commission
- Former President, National Association of Shareholder & Consumer Attorneys
- Vice President, Institute for Law and Economic Policy
- Association of Securities and Exchange Commission Alumni, Inc.
- Member, National Association of Public Pension Attorneys
“Lawyers Go for Class Certification in Shareholder Case Against Bayer Over Roundup Liability,” Legal Newsline
“Investors in Utah’s Pluralsight Get a 2nd Chance to Prove an Executive Misled Them While He Was Selling His Stock,” The Salt Lake Tribune
“Alphabet to Fund $310 Million Diversity Initiative to Settle Sexual Misconduct Lawsuit from Shareholders,” Fortune
“Alphabet Settles Shareholder Sexual Harassment Suit; Limits NDAs, Ends Mandatory Arbitration,” Deadline
Alphabet, Inc. Shareholders Secure Historic Sexual Harassment and Governance Reforms Including $310M Fund