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, spearheading some of the most novel securities disputes in the financial markets, resulting in aggregate recoveries in excess of several billion dollars for investors. 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 and is Lead Counsel in a securities class action against Bayer AG, stemming from its acquisition of Monsanto, with its flagship product, the herbicide Roundup, and in a derivative case against The Boeing Company’s directors and officers.
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 (S.D.N.Y.): 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. 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 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. Cohen Milstein is Co-Lead Counsel in this case.
- Bayer AG (N.D. Cal.): Ms. Gilden represents the Teamsters Local 710 and Sheet Metal Workers National Pension Fund in this securities class action, which alleges that in connection with its $63 billion acquisition of Monsanto, Bayer misrepresented the rigor of its due diligence and the nature of the legal risk presented by Monsanto’s flagship product, the herbicide Roundup. Bayer investors incurred significant losses after bellwether jury trials in toxic tort cases repeatedly found in favor of the plaintiffs against Monsanto, including finding that Roundup was a “substantial factor” in causing the plaintiffs’ non-Hodgkin’s lymphoma, and leading to jury awards totaling hundreds of millions of dollars. Cohen Milstein is sole lead counsel.
- Boeing Derivative Litigation (N.D. Ill.): Ms. Gilden represents the Seafarers Pension Plan in this derivative case which arose out of Boeing’s fatal 737 MAX crashes and asserts claims against the Board of Directors for issuing misleading proxy statements used to solicit stockholders’ votes to re-elect certain Board members (among other claims).
- Intuitive Surgical Inc. Derivative Litigation (Sup. Crt. Cal.): 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 in this case against the company’s directors and officers, alleging they covered-up safety defects in the company’s flagship product, the da Vinci robotic surgery system.
- Huron Securities Litigation (N.D. Ill.): Ms. Gilden represented Public School Teachers’ Pension & Retirement Fund of Chicago and the Arkansas Public Employees Retirement Fund in the 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 as of the market’s close on May 6, 2011.
- Navistar (N.D. Ill.): Ms. Gilden represented the Central States Teamsters 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 Lead Counsel in this class action.
- 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 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. Ms. Gilden was the lead attorney in this litigation.
- 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 a securities class action against Pluralsight, Inc, a provider of cloud-based and video training courses. The case alleges Pluralsight obscured and omitted material information from investors before an over $450 million stock cash-out by Pluralsight insiders. Cohen Milstein is sole lead counsel.
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 (S.D.N.Y.): A significant settlement of $90 million 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.
- ITT Educational Services, Inc. Securities Litigation (S.D.N.Y.): 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.
- IntraLinks Litigation (S.D.N.Y.): 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.
- Orthofix International NV (S.D.N.Y.): 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.
- Plumbers & Pipefitters National Pension Fund v. Davis, et al. (S.D.N.Y.): 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. Cohen Milstein is sole Lead Counsel in this case and successfully defeated defendants’ motion to dismiss, which the court largely denied on April 14, 2020.
- Credit Suisse Group AG Securities Litigation (S.D.N.Y.): Ms. Gilden represents Plumbers & Pipefitters National Pension Fund in this 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. Cohen Milstein is sole Lead Counsel in this case, which after extensive discovery has achieved a $14.15 million settlement (court approval pending).
- 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 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.
In 2022, she was named one of The American Lawyer’s Trailblazers – Midwest. In 2020, Ms. Gilden was named among “Notable Women in Law” by Crain’s Chicago Business. In 2019, she was named a “Women of Influence” by the Chicago Business Journal, recognized with a “Women in Law Award” by Lawyer Monthly Magazine, and listed among the “500 Leading Plaintiff Financial Lawyers” by Lawdragon. In 2018, she was named one of “Chicago’s Notable Women Lawyers” by Crain’s Chicago Business and 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 publication, Super Lawyers Magazine.
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 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.