Nicholas Cutaia

Nicholas Cutaia

+1 212 878 5065
Nicholas Cutaia

Representative Matters

Fraud and Breach of Contract Claims Arising from a Private Equity M&A Transaction

Representation of a private equity portfolio company in pursuing claims for fraud and breaches of representations/warranties against defendants who concealed tens of millions of dollars in employment tax liability during an M&A transaction.

Defense of Federal and State Securities Class Actions

Representation of Sogou, Inc., a foreign public company, in multi-jurisdictional class action lawsuits alleging material misrepresentations and omissions related to the company’s initial public offering.  Successfully obtained a stay of state court class actions in California in favor of a pending action in the SDNY.

Breach of Representation and Warranty Claims Arising from a Private Equity M&A Transaction

Representation of SDI, Inc., a private equity portfolio company specializing in supply chain management, in pursuing claims for breaches of representations and warranties related to the seller’s failure to provide accurate financial statements in accordance with GAAP and misrepresentations concerning the seller’s customer base.  Successfully defeated (i) summary judgment and (ii) a motion for a preliminary injunction seeking to enjoin related litigation in another forum.

Partner/Member/Investor Disputes

Regularly represents partners, LLC members and investors in disputes involving (i) majority/minority shareholder controversies, (ii) withdrawal, buyout, expulsion and transition issues, (iii) loan and other investment defaults and (iv) other commercial matters.

Breaches of Contract and Fiduciary Duty Involving Losses in Excess of $280M

Representation of Triaxx, a CDO issuer, in litigation against RMBS trustees for breaches of contract and fiduciary duty involving losses in excess of $280 million.

Unfinished Business and Fraudulent Conveyance Claims

Successfully defended Dechert LLP against “unfinished business” (Jewel v. Boxer) and fraudulent conveyance claims in the SDNY, Second Circuit and New York Court of Appeals. Based on this advocacy, the New York Court of Appeals issued a landmark decision repudiating the “unfinished business” doctrine, which avoided tens of millions of dollars of potential liability for this client and other law firms.

Breach of Contract Action Involving a $30M Participation Interest in a Loan Facility

Representation of Sumitomo Mitsui Banking Corporation, a major Japanese bank, in a breach of contract action involving a $30 million participation interest in a loan facility.

Arbitration With an Aggrieved Former Partner Claiming Wrongful Discharge

Obtained a complete dismissal of claims for an international law firm during arbitration with an aggrieved former partner claiming wrongful discharge and seeking millions of dollars in allegedly unpaid compensation.

Mortgage-Backed Securities Cases in Federal and State Court

Defended various Deutsche Bank entities in a portfolio of mortgage-backed securities cases in federal and state court alleging hundreds of millions of dollars in repurchase liability related to poor quality loan portfolios.

Fraud and Unjust Enrichment Claims in New York State Court

Defense of a shareholder in an international architecture firm against fraud and unjust enrichment claims in New York state court arising from an international real estate transaction.

Employment Discrimination Claims Against Securities Firm Managing Director

Obtained a rare pre-hearing dismissal of employment discrimination claims against a Managing Director of a major investment bank during FINRA arbitration.  Thereafter, successfully pursued indemnification from the bank, including defeating a motion to arbitrate the indemnification claims.

Investigations by the DOJ and SEC Related to Allegedly Fraudulent Rating Practices

Representation of CDO ratings analysts from Standard & Poor's during investigations by the DOJ and SEC related to allegedly fraudulent rating practices by the company.