Lloyd Winawer is known for his work on complex business litigation and investigations. Lloyd focuses on securities law matters, disputes arising from mergers and acquisitions and other commercial transactions, and advising venture capital and private equity funds and their sponsors on a range of matters, including risk management and legal compliance.

Lloyd’s securities experience encompasses shareholder class actions, derivative lawsuits, internal investigations, and investigations and proceedings brought by the Securities and Exchange Commission and the U.S. Department of Justice. Several of these matters have involved highly publicized events or corporate crises. He has significant expertise in M&A disputes involving contested post-closing earn-out and milestone completion payments and indemnification claims based on alleged breaches of contractual representations and warranties. Lloyd regularly represents companies, shareholder representatives and selling securityholders, as plaintiffs or defendants in these matters. On the plaintiff-side, he has successfully obtained significant eight figure recoveries, both through early-stage negotiation and the aggressive prosecution of claims in extended judicial proceedings.

Over the past 30 years, Lloyd has represented public companies in federal and state securities matters involving a broad range of financial, operational, and regulatory issues. Lloyd’s experience extends to several industries, including apparel, financial services, life sciences, technology, and transportation. Clients have included The North Face, Countrywide Financial, Silicon Graphics, America West Airlines, and Swift Transportation. He also has represented leading investment firms as well as shareholder representatives in numerous M&A-related and other matters.


Lloyd was selected as a recommended lawyer by The Legal 500 U.S. for his securities litigation defense work in 2018, and for corporate investigations and white-collar criminal defense work in 2019.  He has also been selected as Northern California “Super Lawyer” by Law & Politics magazine, and recognized by California Lawyer as one of California’s top 20 lawyers.

Representative Cases

  • The nation’s largest mortgage lender in numerous federal and state securities actions arising out of the credit crisis.

  • Former chairman and CEO of multi-billion dollar government contractor in securities class action and derivative litigation arising out of municipal project billing scandal. All claims dismissed.

  • Audit committee of public company in DOJ criminal and SEC investigations related to $250 million, multi-year restatement.

  • Successful defense of publicly traded airline and its directors and officers in federal securities class action arising out of the then largest FAA fine related to alleged aircraft maintenance practices. Obtained dismissal of plaintiff’s core claims at summary judgment following Ninth Circuit reversal in part of district court decision dismissing all claims with prejudice.

  • Silicon Graphics and its directors and officers in leading case interpreting the Private Securities Litigation Reform Act of 1995 (In re Silicon Graphics Securities Litigation). Ninth Circuit affirmed dismissal of all claims.

  • The nation’s largest trucking company and its founder in securities class action and separate breach of fiduciary duty litigation related to going private transaction. All claims dismissed.

  • An investment bank affiliate as plaintiff in multi-million dollar action involving termination of derivative transactions.

  • Shareholder representatives in post-closing disputes involving alleged breaches of representations and warranties in acquisition agreements.

  • The successful defense of multi-million dollar indemnification claims arising out of merger transactions and recovery of attorney's fees.

  • The successful defense of a stock option dispute involving alleged damages in excess of $50 million.

  • An award requiring a medical device manufacturer to fully indemnify an asset seller against multiple customer claims for breach of contract and fraud following the closing of an asset purchase agreement.