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Leah J. Domitrovic

Leah J. Domitrovic focuses her practice on complex commercial litigation—particularly the defense of publicly traded companies and their directors and officers in civil securities actions, shareholder derivative litigation and M&A litigation—and related counseling, internal, governmental and regulatory investigations, as well as matters related to healthcare litigation, governance, compliance and risk management.

Ms. Domitrovic has represented corporate and management clients in a wide range of matters arising from allegations of revenue misstatements, accounting irregularities and improprieties, inadequate or misleading public disclosures, conflicts of interest, breaches of fiduciary duty, professional malpractice and unfair competition. She also has represented clients in diverse industries, including automotive products, consumer services, education services, healthcare, insurance, Internet, metals and chemicals, retail and technology.

Ms. Domitrovic’s securities litigation experience includes:

• Defending directors and officers of several publicly traded companies in securities class actions and derivative litigation based on allegations of options back-dating;
• Defending a publicly traded insurer and its directors and officers in securities class actions alleging claims arising out of the failure to establish adequate reserves and fully disclose insured risks and reinsurance liabilities;
• Defending a publicly traded technology company and its directors and officers in a securities class action alleging intentionally misleading projections;
• Defending the CFO of a publicly traded consumer services company in a securities class action arising out of revenue misstatements and accounting irregularities and improprieties leading to a multibillion-dollar restatement; and
• Defending a publicly traded metals and chemicals company and its directors and officers in a securities class action alleging claims arising out of misrepresentation of inventory.

Her derivative and M&A litigation experience includes:

• Representing a publicly traded education services company and its directors in M&A litigation challenging the fairness of a billion-dollar going-private merger agreement;
• Representing the former directors and officers of a publicly traded retail company in federal, bankruptcy and state cases alleging fraud, breach of fiduciary duty and related common-law causes of action arising out of the back-dating of accounts receivable;
• Representing the current and former directors of a publicly traded automotive products company in consolidated federal breach of fiduciary duty actions arising from the alleged failure to establish internal controls sufficient to prevent multiple restatements of income and related regulatory inquiries; and
• Representing a private Internet services company in state breach-of-fiduciary-duty litigation arising from a dispute with a major investor.

Ms. Domitrovic also recently served as the Associate Chief Legal Officer of a multibillion-dollar, 50,000-employee, vertically integrated global healthcare enterprise. In that role, she managed and oversaw the organization’s corporate legal and risk management departments; advised the chief ethics and compliance officer regarding the compliance and audit functions; advised the corporate secretary regarding board governance, policies, practices and procedures; and advised management and the board of directors regarding governance, litigation and investigations, regulatory and compliance issues and domestic and international business and strategy issues.

Ms. Domitrovic’s healthcare governance, compliance and risk management experience includes:

• Developing and implementing institution-wide, best-in-class COI, industry relations and FCPA policies, practices and procedures;
• Implementing institution-wide enterprise risk management assessments, procedures and metrics;
• Comprehensively reviewing the adequacy of D&O liability insurance coverage and substantially strengthening institutional and individual protections; and
• Comprehensively reviewing board governance and structure and strengthening policies, practices and procedures.

Her healthcare litigation and investigations experience includes:

• Overseeing the institutional response to an investigation by the U.S. Department of Justice, Antitrust Division, into allegedly anticompetitive conduct in the healthcare provider and payor markets in Western Pennsylvania;
• Overseeing the defense of private antitrust litigation brought by a major competitor alleging Sherman Act violations and other anticompetitive conduct;
• Developing and executing an institutional response to the ARS crisis and its impact on certain of the institution’s outstanding bond issues; and
• Participating in a multi-disciplinary committee evaluating major malpractice litigation to assess institutional risk, appropriately reserve for potential liability and conduct root-cause analyses to minimize future injury to patients and the organization.