David H. Kistenbroker


David H. Kistenbroker


Chicago | 35 West Wacker Drive, Suite 3400, Chicago, IL, United States of America 60601-1608
+1 312 646 5811 | +1 312 646 5858

New York | Three Bryant Park, 1095 Avenue of the Americas, New York, NY, United States of America 10036-6797
+1 212 698 3500 | +1 212 698 3599


David H. Kistenbroker is Global Co-Leader of the white collar and securities litigation practice of Dechert LLP and managing partner of the firm’s Chicago office. He represents publicly traded companies and their directors and officers in securities class actions, SEC investigations, internal investigations and corporate governance disputes.

Mr. Kistenbroker is recognized annually by peers and clients across the country as a leading trial lawyer.  He has been ranked by Chambers and Partners (2008-2020) and is currently listed in their top tier – Band 1 – for Illinois Securities Litigation where one enthused client describes him as "by far the best attorney, all around, that I have dealt with in my career.” He has been recommended for securities litigation by Benchmark Litigation (2008-2020) as “a very knowledgeable litigator in the shareholder derivatives space” and is currently one of the publication’s 2018 Litigation Stars. The Legal 500 US (2013-2020) lists him as a “Leading Lawyer” in securities shareholder litigation and the National Association of Corporate Director’s Directorship 100 list (2010-2020) has included Mr. Kistenbroker as one of the most influential people in corporate governance and the boardroom. Mr. Kistenbroker has also been recognized by Lawdragon (2018-2020) as among the top 500 leading lawyers in America.

Mr. Kistenbroker frequently writes and lectures on the topics of securities litigation, directors’ and officers’ insurance matters and corporate governance. He served as co-chair of the Practising Law Institute Securities Litigation & Enforcement Institute.


In re The Boeing Company Deriv. Litig. (S.D.N.Y./ 2d Cir. / IL Ch. Ct.)

  • Represented the Board of Directors of The Boeing Company in derivative action filed in the Southern District of New York, alleging the company’s proxy statement violated §14(a) in connection with the solicitation of shareholder approval of a new stock incentive plan. Obtained dismissal, with prejudice, from the district court, which was affirmed by the Second Circuit, and the Supreme Court denied petition for writ of certiorari.
  • Represented the Board of Directors in derivative action filed in Illinois state court, alleging directors breached their fiduciary duties in the oversight and control of the company’s compliance with legal and ethical requirements in Boeing’s defense business. Allegations related to the alleged theft of competitive information and trade secrets, the illegal hiring of an Air Force procurement officer and the alleged internal cover-up of these matters. After protracted motion practice the matter was settled on terms favorable to the company and the directors.

Tekelec Securities and Derivative Litigation (E.D. North Carolina)

  • Represented Tekelec and its directors and officers in two groups of cases. The first group includes an action for violations of Sections 10(b) and 20(a) of the Exchange Act pending in the U.S. District Court for the Eastern District of North Carolina and companion derivative cases pending in the state and federal courts of California. These actions arise from allegedly false and misleading statements made by the company and its officers during 2010 about one of the company’s main product lines and the company’s business prospects in developing markets. Court granted defendants’ motion to dismiss, without prejudice. Plaintiffs filed an amended complaint and Defendants again moved to dismiss. Court granted Defendants’ second motion to dismiss, with prejudice, and Plaintiffs declined to appeal. In light of the dismissal of the Exchange Act claims, Plaintiffs in the derivative actions voluntarily dismissed their cases, with prejudice. The second set of cases involves four actions in state courts in California and North Carolina seeking to block a proposed going-private transaction and claiming the company’s directors breached their fiduciary duties in approving the company’s merger agreement. After expedited discovery and motion practice, case was settled in exchange for modest additional disclosures and no additional compensation to shareholders.

In re Section 16(b) Litigation (W.D. Wash. / 9th Cir.)

  • Represent 26 public companies named as defendants in 55 related cases brought pursuant to Section 16(b) of the Securities and Exchange Act seeking disgorgement of profits by underwriters as a result of short-swing trading in initial public offerings. Clients include Akamai Technologies, Inc., Ariba, Inc., AsiaInfo Holdings, Inc., Aspect Medical Systems, Inc., Audible, Inc., Capstone Turbine Corp., Digimarc Corp., Internap Network Services Corporation, Intersil Corporation, Martha Stewart Living Omnimedia, Inc., NaviSite, Inc., Occam Networks, Inc. (formerly Accelerated Networks), Onvia.Com, Inc., Oplink Communications, Inc., Packeteer, Inc., Perot Systems Corp., Priceline.com, Inc., Red Hat, Inc., Saba Software, Inc., Selectica, Inc., Silicon Laboratories, Inc., Soapstone Networks (f/k/a) Avici Systems Inc., Sonus Networks, Inc., Sycamore Networks, Inc., TheStreet.com, Inc., and Vignette Corp.
  • All cases are conducted before Judge Robart in the U.S. District Court for the Western District of Washington. The court granted the motion to dismiss on behalf of all clients following oral argument. Plaintiff appealed to the 9th Circuit Court of Appeals. The 9th Circuit ruled in favor of all clients, dismissing the claims with prejudice. The U.S. Supreme Court denied plaintiff’s petition for Writ of Certiorari regarding the cases involving our clients. The U.S. Supreme Court granted the underwriter’s petition for Writ of Certiorari regarding the statute of limitations and reversed the Ninth Circuit’s decision with respect to that issue. All cases have been remanded to the district court where we expect the cases involving our clients to be dismissed consistent with the Ninth Circuit opinion.

MEMC Electronic Materials, Inc. Securities and Derivative Litigation (E.D. Missouri / 8th Cir.)

  • Obtained dismissal, with prejudice, of all claims against MEMC Electronic Materials, Inc. and its former CEO and CFO in shareholder class actions filed in Eastern District of Missouri. Plaintiffs alleged that MEMC engaged in a scheme to inflate stock price by failing to disclose certain material facts regarding MEMC’s operations and performance in violation of Sections 10(b) and 20(a) of the Exchange Act. The Eighth Circuit affirmed the dismissal following oral argument. Persuaded derivative plaintiffs to voluntarily dismiss derivative action once Eighth Circuit affirmed dismissal of securities case.

In re Goodyear Tire & Rubber Co. Derivative Litigation (N.D. Ohio)

  • Secured dismissal of claims against current and former members of the company’s Board of Directors in consolidated securities class actions and derivative actions in the Northern District of Ohio, alleging violations of Exchange Act and common law arising from accounting improprieties and unreasonably optimistic projections resulting in multi-year restatement of earnings.

Cordova v. HSBC Bank USA, N.A. (S.D. Florida)

  • Represented HSBC Bank USA in putative shareholder class actions, receivership action and SEC investigation arising out of the bank’s alleged involvement in the fraudulent sale of unregistered securities by a bank customer. Successfully moved pursuant to SLUSA to dismiss original class action complaint, alleging state law claims for breach of fiduciary duties, common law fraud and aiding and abetting. Putative class amended to assert claims under the Exchange Act and the Securities Act. While motion to dismiss amended complaint was pending, successfully negotiated favorable settlement of all remaining claims in all proceedings.

Includes matters handled at Dechert or prior to joining the firm.

  • University of Wisconsin - Whitewater, B.S., 1975
  • Marquette University, M.A., Political Science, 1977
  • Marquette University Law School, J.D., 1980
  • Illinois
  • New York
  • Supreme Court of the United States
  • United States Court of Appeals for the Second Circuit
  • United States Court of Appeals for the Sixth Circuit
  • United States Court of Appeals for the Seventh Circuit
  • United States Court of Appeals for the Eighth Circuit
  • United States Court of Appeals for the Ninth Circuit
  • United States District Court for the Eastern District of Wisconsin
  • United States District Court for the Northern District of Illinois
  • Chair, Board of Directors, University of Chicago Laboratory Schools
  • Board of Directors, Chicago Jazz Philharmonic
Speaking Engagements
  • Marsh D&O Market Update   Chicago, Illinois (May 14, 2019) 
  • AON 2019 Financial Services Group Conference   Austin, Texas (January 25, 2019) - Perspectives on current issues in securities litigation  
  • NACD Advanced Director Professionalism – Regulatory and Internal Investigations — Naples, FL (December 3, 2018)
  • NACD 2018 Global Leaders Summit  Ask the Experts, Global Risk — Washington, D.C. (October 1, 2018)
  • "A Price Worth Paying?"  — Miami, FL (December 4, 2017)
  • Cross Border Investigations, Global Regulation and Securities Litigation — London (November 29, 2017)
  • Foreign Issuers' US Securities Claims Trends Deep Dive — Marsh Client Seminar, London (November 22, 2017)
  • Innovative Approaches to Cross-Border M&A — NACD's Global Board Leaders' Summit, National Harbor, MD (October 3, 2017)
  • Current Trends in Securities Litigation — 30th Annual Financial Lines Producer Conference, Stowe, VT (September 13, 2017)
  • NACD Advanced Director Professionalism — Case Study: A Price Worth Paying?, Chicago, IL (June 19, 2017)
  • Identifying Opportunity in Risk — NACD The Strategic-Asset General Counsel, New York (June 1, 2017)
  • Cross-Border Investigations, Global Regulation and Securities Litigation — AIG 2017 Financial Services Roundtable, London (January 10, 2017)
  • The Impact of the 2016 Election Outcome on the Boardroom - Webinar (December 15, 2016)
  • Global Board Matters — NACD Advanced Director Professionalism, Fort Lauderdale, FL (December 5, 2016)
  • Corporate Governance and Global Risk — Guest Lecturer, University of Southern California MBA Program, The Marshal School of Business, Los Angeles, CA (November 9, 2016)
  • Governing Complexity — NACD Global Board Summit, Washington, D.C. (September 19, 2016)
  • Cross Border M&A Risks — Corporate Governance Conference, London (April 24, 2016)
  • Increasing Risks to Directors and Officers in the Global Economy — AIG Global Client Council, New York, NY (November 17, 2015)
  • Recent Developments in Securities Litigation — 2015 ACE Professional Risk Preferred Securities Panel Counsel Meeting, Lafayette Hill, PA (October 5, 2015)
  • Recent Developments in M&A litigation and Globalization of Securities Litigation — AIG Financial Lines 2015 Panel, Stowe, VT (September 9, 2015)
  • D&O Issues for 2015 — 2015 Management Liability Insights Conference – Chicago, IL (May 19, 2015)
  • Disclosure, Liability and Reputation Risk — NACD Strategy & Risk Forum, San Diego, CA (May 12, 2015)
  • Securities Litigation: What's Next? — AIG's 2014 Corporate Governance Seminar: Which Way UK?, London (October 24, 2014)
  • Lessons Learned from the SEC's Latest Whistleblower Report — 2014 ACE Group's Professional Risk Preferred Securities Panel Counsel Meeting, Lafayette Hill, PA (October 17, 2014)
  • Board Committee Forum: Nominating and Governance — 2014 NACD Board Leadership Conference: Beyond Borders, National Harbor, MD (October 12, 2014)
  • D&O Roundtable: Claims Trends and Uncertainties — AIG 27th Annual Financial Lines Producer Conference, Stowe, VT (September 9, 2014)
  • Halliburton — Financial Lines 2014 Panel Conference Presented by AIG, Stowe, VT (May 14, 2014)
  • Halliburton — AIG Financial Lines D&O Panel Discussion Presented by AIG, New York, NY (December 9, 2013)
  • Global Securities Litigation and Regulation — AIG New D&O Product Launch, London (February 21, 2013)
  • The Future of Dodd-Frank — 2012 NACD Directorship 100 Forum: Reinvigorating America, New York, NY (November 27, 2012)
  • Impact of Recent Dodd-Frank Developments on Directors and Officers — 25th Annual Producer Conference Presented by Chartis, Stowe, VT (September 11, 2012)
  • Globalization of Securities Litigation — Practising Law Institute's Securities Litigation & Enforcement Institute, San Francisco, CA (October 17, 2011)
  • Recent Developments in Securities Litigation — 24th Annual Stowe Producer Conference Presented by Chartis, Stowe, VT (September 12, 2011)
  • Globalization — ACE Professional Risk, Lafayette Hill, PA (June 6, 2011)
  • Issue of Litigation Contingency Reporting — Chartis Panel Conference, New York, NY (May 18, 2011)
  • Is Your Company Fully Protecting its Directors and Officers? — Aon 2011 Speaker Series, New York, NY (March 2, 2011)
  • Past, Present and Future D&O Litigation Trends — Aon FSG Conference, Orlando, FL (January 20, 2011)
  • Current Trends in Securities Litigation — NACD Directorship 100, New York, NY (November 8, 2010)
  • Current Trends in Securities Litigation — 2011 Market Outlook for Directors & Officers Liability, Chicago, IL (November 5, 2010)
  • How the Regulatory and Litigation Environment Continues to Present Challenges For Directors and Officers — 2011 Market Outlook for Directors & Officers Liability, Chicago, IL (November 5, 2010)
  • How the Regulatory and Litigation Environment Continues to Present Challenges For Directors and Officers — 23rd Annual Stowe Producer Conference Presented by Chartis, Stowe, VT (September 14, 2010)
  • D&O Market Trend Seminar Series — Presented by Chartis, Chicago, IL (June 10, 2010)
  • Governmental Investigations — The NACD Directorship Forum, New York, NY (June 7, 2010)
  • Regulatory Investigations — ACE Professional Risk Road Show, Chicago, IL (May 18, 2010)
  • The State of D&O Litigation — 2010 Panel Counsel Conference Presented by Chartis, New York, NY (May 13, 2010)
  • D&O Litigation Trends and 2010 Coverage Issues — Aon Property Client Symposium, Miami Beach, FL (February 9, 2010)
  • Securities Litigation & Enforcement Institute — Presented by Practising Law Institute, San Francisco, CA (October 15, 2009)
  • Recent Trends in Securities Class Litigation — 22nd Annual Stowe Producer Conference Presented by Chartis, Stowe, VT (September 14, 2009)
  • 2009 Global Forum — Presented by NACD Directorship, New York, NY (June 9, 2009)
  • Update of Corporate Governance Law: Director Independence & Board Room Litigation — New Challenges Facing Boards of Directors in the Economic Crisis Presented by Directors Roundtable, Chicago, IL (May 7, 2009)