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Simpson Thacher obtained summary judgment for NatWest Markets Securities Inc. (f/k/a RBS Securities Inc.) in a securities litigation brought pursuant to Section 11 of the Securities Act of 1933. The lawsuit concerns alleged misrepresentations and omissions in prospectus supplements regarding residential mortgage-backed securities. Plaintiff attempted to hold RBS liable as an underwriter of the specific certificates at issue. While RBS was an underwriter of certain certificates issued in the relevant securitizations, it did not underwrite the specific certificates that were allegedly purchased by Plaintiff. The Court agreed with Simpson Thacher that underwriter liability generally is limited to only the underwriters of the specific securities at issue. Plaintiff next tried to argue that RBS should be held liable even though it did not underwrite, purchase, offer, sell or distribute the specific securities at issue because RBS was allegedly an essential participant in the actual distribution of the securities. The Court agreed with Simpson Thacher that none of the activities allegedly undertaken by RBS were distributional in nature; accordingly, RBS could not be deemed an underwriter of the specific certificates at issue.

The decision received coverage by Westlaw and Law360 (subscriptions required). 

The Simpson Thacher team consisted of Andy Frankel, Linton Mann III, Amy Dawson, Mark Feaster and Nicholas Jackson. Linton Mann III argued the motion.