Kenneth Heitz is a member of both the transactions and litigation workgroups, as well as a member of the firm's executive committee. From 1997 to 2003, he was co-managing partner of the firm.

Mr. Heitz’s recent litigation matters include acting as lead counsel of securities fraud claims against a company which issued collateralized commercial mortgage bonds; lead counsel in a securities fraud claim involving an electric utility; counsel for directors in a securities fraud case in the computer industry; lead counsel in a manufacturing defect claim in the semiconductor industry with damages in excess of $150 million; and lead counsel for a public company in a multi-million dollar insurance claim dispute.

A principal area of Mr. Heitz's expertise is the litigation and negotiation of transactions involving complex financial instruments and high yield securities.  In that regard, Mr. Heitz served as executive vice president and general counsel, and for a short period, acting CEO, of one of the largest investors in high yield bonds and securitized mortgage obligations from 1988 to 1991.  In that capacity, Mr. Heitz led a team which issued the first collateralized bond offering in the U.S. financial markets.  Subsequently, Mr. Heitz acted as lead counsel to the investors who purchased Executive Life Insurance Company and its $5 billion junk bond portfolio in a highly contested insurance reorganization.  He has acted as lead defense counsel in numerous securities class action cases.  Mr. Heitz was also the lead corporate counsel for the first savings and loan institution which securitized its claims against the federal government and has acted as corporate counsel in bond financings of both established and start up corporations.

One of Mr. Heitz's areas of specialty is in securities litigation, where he has defended numerous corporations, director or officer defendants and acted as "shadow counsel."  He has frequently lectured at securities litigation seminars.  Mr. Heitz has been selected for inclusion in The Best Lawyers in America for 2007-2009 in the specialty areas of commercial litigation and corporate law.  He has also been selected to The International Who's Who Legal as an expert in corporate governances and named to the Southern California "Super Lawyers" list by Los Angeles Magazine in 2006, 2007 and 2008.

In adversarial matters, he has litigated in both state and federal courts in California, Delaware and Oregon handling both jury and non-jury trials.  Mr. Heitz has argued and won appeals in both the Ninth Circuit and California Courts of Appeal, and has also structured extremely complex multi-party settlements.  In bankruptcy matters, Mr. Heitz served as the principal litigation lawyer (and troubleshooter) in two of the (then) largest Chapter 11 reorganizations and was involved in complex litigation and negotiation with creditors' committees.  He has represented several prestigious law firms in the defense of legal malpractice claims brought against them in complex securities law and transactional contexts.

A principal focus of Mr. Heitz's practice is corporate governance.  He recently served as counsel for the Audit Committee of a Fortune 500 company in an investigation into complex intercompany account imbalances and revenue recognition questions which have resulted in the restatement of financial statements.  He has also represented audit committees with respect toinvestigation into allegation of options backdating.  Mr. Heitz has represented several other audit committees in similar assignments and has substantial expertise in a wide variety of complicated corporate accounting issues.  Mr. Heitz has represented independent committees of directors in evaluating derivative claims and related party transactions.

Mr. Heitz has also advised boards of directors (as well as senior management) on such issues as Sarbanes-Oxley compliance, indemnification and contribution, executive compensation matters, internal and external investigations and audits, as well as advice to state and regulatory agencies including the SEC, FTC, IRS, FDIC, FSLIC, FHLBB, OTS and the U.S. Attorney.  Mr. Heitz also sits on the board of an NYSE corporation and has been selected to become its board chairman in 2008. 

Mr. Heitz's recent corporate law matters include the representation of the board of directors of a public telecommunications company in connection with its successful restructuring and pre-negotiated bankruptcy reorganization; representation of a large Nevada real eastate developer; representation of the outside directors of a private retail company and a REIT in an investigation of internal management fraud; and the representation of a public company with respect to hostile takeover inquiries.

On the transactional side of his practice, Mr. Heitz has negotiated terms of merger agreements, employment continuation and termination arrangements, and has had primary responsibility for disclosure and compliance aspects of both ongoing corporate reporting and of particular transactions.  He also took the lead in one of the earliest spin-offs of a corporate subsidiary as a separate public company.  Mr. Heitz has also been lead counsel in connection with several major public company acquisitions.  He has also frequently advised independent directors in the context of hostile takeover proposals.

Professional Activities

• American Bar Association (Sections on Corporation, Banking and Business Law & Litigation)

Bar & Court Admissions

• 1972, California
• U.S. District Court, Southern District of California
• U.S. District Court, Northern District of California
• U.S. Court of Appeals, Ninth Circuit
• U.S. Supreme Court