Bruce B. Kelson focuses his practice on securities litigation and other complex commercial litigation for U.S. and foreign clients in a range of industries, including financial services, real estate, venture capital, software and technology, among others. Mr. Kelson represents clients in SEC, FINRA and other regulatory investigations and enforcement proceedings; internal investigations; securities class action and shareholder derivative litigation; M&A transaction-related issues and litigation; director and officer liability and corporate governance issues and litigation; antitrust and unfair competition litigation; and other commercial litigation. He has extensive experience in federal and state courts and arbitral forums in California, New York, Delaware and other states.
Mr. Kelson is a 1993 graduate of Vanderbilt University Law School, where he was associate editor of the Vanderbilt Law Review, and a cum laude graduate of Dartmouth College.
Admissions
- California
- New York
- U.S. District Court for the Northern District of California
- U.S. District Court for the Southern District of California
- U.S. District Court for the Central District of California
- U.S. District Court for the Eastern District of New York
- U.S. District Court for the Southern District of New York
- U.S. District Court for the District of Colorado
- U.S. Court of Appeals for the Ninth Circuit
Education
- Vanderbilt University Law School, J.D., 1993
- Associate Editor, Vanderbilt Law Review - Dartmouth College, A.B., cum laude, 1987
Experience
- Duane Morris LLP
- Partner, 2023-present - Schnader Harrison Segal & Lewis LLP
- Partner, 2016-2022 - Manatt Phelps & Phillips LLP
- Partner, 2007-2015 - Shearman & Sterling LLP
- Associate/Counsel, 1993-2007
Honors and Awards
- Listed in The Best Lawyers in America, 2024
Selected Publications
"The SEC's Expanded Powers and Remedies in the SEC-Friendly Forum of Administrative Proceedings," Newsletter, October 4, 2011
"When ‘Unfinished Business' Really Means ‘Lost Business': Ninth Circuit Finds A Claim Stated For Securities Fraud Based On Undisclosed Risks Involving Contract Backlog," June 20, 2008
"United Rentals Denied Specific Performance, Cerberus Walks: Use of Forthright Negotiator Principle a Cautionary Tale for M&A Professionals," The M&A Lawyer, Vol. 12, Issue 3 (March 2008), and Newsletter, May 13, 2008
"In Closely Watched Stoneridge Case, U.S. Supreme Court Rejects ‘Scheme Liability' Theory and Declines to Extend Securities Fraud Liability to Secondary Actors in Context of Private Litigation," Newsletter, January 17, 2008
"California's Fourth District Court of Appeals Applies the ‘Injury in Fact' and ‘Causation/Reliance' Elements of the UCL Standing Requirement to Uphold Dismissal of UCL Claim at Pleadings Stage," Newsletter, January 14, 2008
Selected Speaking Engagements
"Anti-Corruption: What You Must Know About the Foreign Corrupt Practices Act," ALFA International 2014 International Client Seminar, March 7, 2014
"Distressed Debt Litigation: Causes, Concerns, Risks and Prevention," IMN Conference on Distressed Debt Investing and Risk Management: Navigating the Post-Subprime World, September 18, 2008
23rd Annual M&A Institute (regarding Material Adverse Change clauses in Merger Agreements and current issues and disputes), November 15, 2007