Carl E. Volz

PartnerK & L GatesConnect

Carl Volz defends publicly traded companies and their directors and officers in securities class actions, liability actions, SEC investigations, corporate governance disputes, and other complex commercial litigation. Mr. Volz has substantial experience counseling and conducting internal investigations for public and private companies, boards of directors, and special committees. He has represented clients in a wide range of matters arising from allegations of securities fraud, accounting irregularities, insider trading, inadequate or misleading public disclosures, and breaches of fiduciary duties.

Professional Background

Prior to joining K&L Gates, Mr. Volz was a partner in the Chicago office of another international law firm.


  • Selected for the 2013 Illinois Super Lawyers list

Speaking Engagements

  • “Tools, Techniques and Tactics for Digital Discovery”, Fifth Annual Intermountain eDiscovery Conference, September, 2013 
  • “When a Company Sues Itself: The Mechanics of the Shareholder Derivative Suit”, CLE Seminar, June, 2014 
  • “Email Dos and Don’ts for the Financial Professional”, Media Finance Focus Conference, 2008

Representative Work

  • Prevailed on motions to dismiss, with prejudice, on claims for securities fraud brought against pharmaceutical company and its directors and officers in connection with claims they had misrepresented prospects for FDA approval of experimental cancer drug. Convinced plaintiffs in companion derivative cases to abandon claims. (S.D. Ind.) 
  • Forced favorable settlement of claims under Securities Exchange Act of 1934 and Securities Act of 1933 brought against manufacturing company and its officers and directors by defeating two motions for class certification, drastically reducing plaintiffs’ potential damages claims. (C.D. Cal.) 
  • Represented international software application corporation in dispute with one of its largest clients. 
  • Defended Company, directors and officers of telecommunications company in securities and derivative litigations filed after company announced that it had badly missed earnings. After negotiating stay of derivative litigations, obtained dismissal of all federal securities claims, ultimately with prejudice and negotiated voluntary dismissal of derivative actions. Later represented same clients in multiple derivative actions filed in state and federal court to block a nearly $1 billion transaction pursuant to which the company would be taken private. Convinced disparate plaintiffs’ groups to proceed in one court, blocked requests for expansive expedited discovery and ultimately achieved settlement which allowed the transaction to proceed on schedule in exchange for minimal additional disclosures. (E.D. N.C.; N.C. Sup. Ct., Del. Ch., Los Angeles Sup. Ct.) 
  • Obtained dismissal with prejudice of securities fraud and stock manipulation claims filed against clinical stage biopharmaceutical corporation and its officers. (S.D.N.Y.) 
  • Represented directors and officers of international manufacturing company in securities and derivative actions brought by current and former shareholders and bondholders and related investigations by Securities Exchange Commission (SEC) and National Association of Securities Dealers (NASD). Settled civil actions on favorable terms and resolved SEC and NASD investigations without action by either agency. (S.D.N.Y. and D. N.J.) 
  • Represented international telecommunications company in contract dispute and subsequent arbitration involving merger agreement. 
  • Represented special committee of board of software company in action filed by company founder over rights under stock purchase agreements. Facilitated favorable settlement of entire action on eve of trial. (Del. Ch.) 
  • Represented clinical stage biopharmaceutical corporation, its CEO, and board of directors in shareholder class action and related derivative suits which in which shareholders claimed defendants misrepresented prospects for FDA approval of the company’s experimental drug. Prevailed on motions to dismiss in all three cases and convinced plaintiffs in derivative matters not to replead or appeal. (N.D. Ill., Ill. Cir. Ct.) 
  • Secured dismissal, with prejudice, of claims against current and former outside directors of international tire manufacturer in consolidated securities, derivative and ERISA actions arising from accounting improprieties and optimistic projections which had resulted in multi-year restatement of earnings. (N.D. Ohio) 
  • Represented NYSE manufacturer of electronics testing equipment and officers and directors in consolidated securities class action alleging violations of Exchange Act arising from optimistic representations about the company’s business condition and prospects and insider trading just days before company announced it would not meet earnings projection. Obtained voluntary dismissal of all claims against certain officer clients and won motion to dismiss, with prejudice, in favor of company and remaining officer and directors. (N.D. Ohio) 
  • Won motion to dismiss all claims against former CFO and controller of national retail chain in action under Exchange Act arising from representations of improving performance while actually posting multi-billion dollar losses. Dismissal affirmed by Sixth Circuit Court of Appeals. (W.D. Mich./6th Cir.) 
  • Represented small video game developer in action for breach of contract and fiduciary duty against multinational software company which was the developer’s largest shareholder. Action sought damages for lost profits caused when software company refused to advance sums in accordance with previous settlement agreement and attempted to use provisions in shareholder agreement to force developer to close. Developed, crafted and successfully prosecuted novel claims and damage theories against software company and its senior officers that resulted in software company relinquishing ownership stake and paying all amounts owed. (N.D. Ill.) 
  • Represented current and former directors and officers of international greeting card company in derivative action alleging directors breached fiduciary duties under Ohio law by backdating stock options. After extended procedural fight over jurisdiction and venue and limited production of documents, the matter was settled on terms highly favorable to the company and defendants. (Cuyahoga County Court of Common Pleas, Ohio)