Jessie M. Gabriel

Experience

Investment Fund Representation

• Assisting numerous female fund managers to launch their first fund, including providing early stage guidance on formation, governance, and access to capital.
• Representing private credit and special opportunities fund in structured credit agreement with financial services firm.
• Counseling private equity manager on SEC compliance for the manager, funds and potential investors, including addressing and resolving issues specific to first-time fund managers.
• Advising women-led private equity manager focused on sustainable infrastructure.
• Assisting numerous diverse private fund managers (private equity, hedge fund, venture and private real estate) to gain access to pension fund and corporate emerging managers program by structuring their funds to be MWBE-compliant, and obtaining certification as women- and minority-owned businesses.
• Representing energy-focused, middle market private equity firm in dispute over management company and GP ownership following personnel departure.
• Representing private equity arm of family office to resolve dispute arising out of energy investment.
• Provided litigation risk assessment, including action plan for reducing or eliminating that risk, for potential acquisition by $1.3 billion private equity fund.
• Advised $1 billion hedge fund manager on fund compliance, including requirements specific to private funds with investors in the European Union, such as GDPR and AIFMD compliance.
• On behalf of a family office, defended a portfolio company against a breach of contract action brought by third party investor. Negotiated a complex settlement involving multiple regulators that saved the portfolio company from bankruptcy.
• Advised a $500 million venture capital fund regarding how to obtain relief from “pay-to-play” provision in a portfolio company charter.
• Successfully represented the executive of a portfolio company taken public by private equity fund in an internal investigation prompted by SEC investigation and shareholder demand, resulting in no action against the client.

Board of Directors and Securities Class Action Representation

• Advising Boards of Directors of large and small cap public companies, private companies, as well as major nonprofit organizations, on excellent governance, amending bylaws, and resolving shareholder disputes.
• Defending one of the largest global sellers of premium cannabis accessories, CBD and liquid nicotine products in state and federal securities class actions arising out of developing product regulations. (S.D. Fla. 2019; Fla. Sup. Ct.)
• Quickly resolved merger objection litigation arising out of the sale of a NASDAQ-listed bank holding company, enabling timely completion of the merger. (D. Colo. 2018)
• Conducted internal investigation, including advising on preparation of related SEC and NYSE filings, of publicly-traded company relating to SEC and NYSE compliance of executive compensation plans.
• Achieved the prompt resolution of a section 14(a) suit against a publicly-traded bank, related to the impact of tax changes on executive compensation. (E.D.N.Y. 2018)
• Represented former employees of one of the world’s largest banks related to SEC and NYSE investigations of the trading of complex financial instruments.
• Obtained dismissal of a claim under section 14 of the Securities Exchange Act of 1934 against an aircraft component manufacturer. Convinced the court that statements justifying the acquisition of another company were not false or misleading. (S.D.N.Y. 2017)
• Obtained dismissal of class action claims against a publicly traded bank arising out of an alleged Ponzi scheme. The court adopted out arguments that the bank was not liable because it did not aid or participate in the scheme. (S.D. Ohio 2017)
• Obtained dismissal of all federal securities claims against a public service provider in New York federal court. The claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 related to financial disclosures and statements regarding the company's office culture. (S.D.N.Y. 2016)
• Defended a publicly held bank and its board of directors against an attempt to enjoin the shareholder vote on an acquisition of a privately held bank. Successfully negotiated a settlement on favorable terms to prevent delaying the consummation of the merger. (Col. Sup. Ct. 2016)
• Currently representing a major nursing home operator and its executives in a securities class action and derivative suit brought by shareholders of a REIT that invested in the client’s real estate. Shareholders have brought claims under sections 10(b) and 20(a), and for breach of fiduciary duty. (N.D. Ohio; Cal. Sup. Ct.)
• Represented a major financial institution that served as the underwriter of equity and debt offerings for multiple issuers against securities fraud claims arising out of those offerings. (E.D. Tex. 2016)
• Obtained settlement of claims against the former CEO of a Texas-based energy company at no cost to the client. Company shareholders brought a class action in Texas federal court, under Sections 10(b) and 20(a), arising out of an earnings restatement. (E.D. Tex. 2015)
• Represented a Fortune 500 Texas-based oil and gas company in New York federal court against claims under Section 11 of the Securities Act of 1933 and Section 14(a) of the Securities Exchange Act of 1934 related to a merger. The case involves matters of first impression under class action and securities laws that Jessie argued before the Second Circuit. Twice successfully dismissed Section 14 claims brought by separate plaintiffs. (E.D.N.Y. 2014)

Memberships

• New Destiny Housing: Board of Directors (2017 to 2018)
  • Vice Chair of the Board of Directors (2019)
• American Bar Association
  • Securities Litigation Committee
    • Derivative Litigation: Co-Chair (2017 to present)
    • Structured Products & Private Funds Subcommittee: Co-Chair (2016 to 2017)
    • M&A/Proxy Litigation Subcommittee: Co-Chair (2014 to 2016)
  • Annual Meeting Securities Program: Chair (2017)
• New York City Bar Association
  • Administrative Law Committee: Appointed Member (2015 to 2018)
• New York State Bar Association
• California State Bar Association

Pro Bono

• Working with the ABA to prepare oppositions to states that are trying to limit the habeas corpus resources available to indigent death row inmates.
• Supervising the firm's work helping transgender individuals obtain legal name changes, for which the firm was honored at the 2017 Transgender Legal Defense & Education Fund Freedom Awards.
• Representing a death row inmate in Georgia in federal habeas proceedings involving claims of ineffective assistance of counsel, prosecutorial misconduct and constitutional violations related to the Georgia death penalty statute.
• Supported the work of HerJustice by serving as pro bono counsel to New York City women seeking divorces.
• Assisted Amend.org, a nonprofit organization that implements traffic safety programs in Uganda and Tanzania, in obtaining 501(c)(3) status.
• Served as counsel to the Martha Graham Dance Co. in a successful appeal to the Second Circuit, where the court was considering issues regarding copyright and trademark infringement.
• Petitioned the United States Supreme Court for a writ of certiorari on behalf of an inmate in Kentucky, raising arguments regarding the prosecutor's improper reliance on religion.
• Drafted state and federal habeas petitions and requests for clemency on behalf of death row inmates in Alabama, Indiana and Illinois while working at the Midwest Center for Justice.