John E. Clabby

Jack Clabby’s practices focus on corporate governance, fiduciary duty, and shareholder litigation, including the defense of securities fraud class actions, D&O litigation, and SEC enforcement matters. Recent engagements have included the defeat of class certification against claims that a brokerage violated fiduciary duties in its clients’ account selection; the defense of a former bank chairman and president against allegations of breach of fiduciary duty arising from a series of private placements and the later sale of the bank; and litigation of restrictive covenants in employment agreements for clients in the securities, banking, and technology industries.

A former assistant U.S. attorney, Jack also represents companies and special litigation committees in connection with internal corporate investigations. As examples, Jack recently concluded (i) an investigation into alleged executive self-dealing arising from business with a related company and (ii) a series of investigations prompted by environmental, social, and governance (ESG) topics, including alleged executive sexual misconduct and a business unit’s racial preferences and discrimination in customer-facing practices.

As a former cyber prosecutor, Jack advises corporate boards and management on legal issues regarding cybersecurity and represents companies in litigation, including class actions, concerning breaches and data loss incidents. Jack serves as a “breach coach,” guiding clients through the loss or suspected loss of personally identifiable information, business interruption, and other system compromises.

Jack also provides governance, safety, and risk management advice to colleges and boarding schools, conducts internal and independent investigations of such institutions, assists universities with matters pertaining to Title IX, and represents education clients in litigation.

Jack began his career as an associate at the litigation firm Williams & Connolly LLP in Washington, D.C. He leads the firm's Securities Litigation and Enforcement Practice and is the firm's Hiring Chair. Jack is also a co-director of the firm’s annual Carlton Fields Class Action Survey.

Securities and Derivative Litigation and Class Actions

• Defends companies, directors, and executives in securities fraud class actions and shareholder derivative lawsuits, with particular experience in challenges to corporate governance, internal controls, executive compensation, and accounting restatements.
• Defeated class certification in federal court against allegations that a brokerage firm violated fiduciary duties in connection with its clients’ selection of managed, fee-based accounts.
• Represented insurance carrier in a two-week AAA arbitration in connection with claims against a representations and warranties insurance policy, arising from a private equity firm’s acquisition of manufacturing entity.
• Advises public companies that have received shareholder demands, often resolving matters with solutions short of litigation.
• Monitors securities fraud and merger-objection litigation for major insurance companies and a retirement fund manager from inception through court resolution or settlement.
• Provides advice on fiduciary duties to companies with controlling shareholders and to companies that are planning for mergers, acquisitions, or equity investment.
• Defended the former CEO of a Fortune 100 company in securities litigation, derivative lawsuits, and a regulatory enforcement action, which ended, respectively, with summary judgment, dismissal, and a favorable settlement.
• Represented the special committee of a public company in a monthslong investigation into conflicts of interest between related companies, regulatory compliance with certain loan-servicing standards, and other allegations of executive malfeasance.

Internal Investigations and White Collar Defense

• Advises and conducts internal investigations for high schools and colleges, including on matters of student safety, Title IX, sexual abuse, and accounting and budget issues, and defends education institutions in associated litigation.
• Conducts internal investigations for companies, including public companies, into issues that have included corporate governance, accounting, compensation practices, fraud, and data theft. Jack has recently completed several event-driven investigations on environmental, social, and governance (ESG) matters, including into allegations of executive sexual misconduct at a bank and retailer, racism and bullying by managers at several companies, and social and racial preferences in a bank’s provision of loans.
• In the health care industry, defends False Claims Act litigation and government investigations into alleged fraud and alleged physician self-referral, overbilling arrangements, and Medicare Advantage matters.
• Represents targets, witnesses, and subpoena recipients in SEC enforcement investigations, both for public companies and for individuals and firms in the securities industry. Recent representations have included a witness to certain revenue recognition practices at a public company, and a subpoena recipient in connection with the disposition of assets related to an SEC cryptocurrency investigation.
• As a federal prosecutor, Jack led numerous investigations into fraud, national security, and cyber matters.
• He served as the sole Computer Hacking and Intellectual Property (CHIP) prosecutor for southern New Jersey, advising other prosecutors on investigative techniques for computers, websites, and other electronic evidence.
• As a national security AUSA, Jack prosecuted violations of the U.S. export control laws and defense procurement fraud on matters involving high-technology military hardware.

Cybersecurity and Data Breach Response

• Coordinates breach response services and notifying victim consumers and employees, including for health care, insurance, technology, software, banking, and education clients. Since returning to private practice in 2014, Jack has served as a first-chair “breach coach” on dozens of data security matters across all major industries in the United States. Jack is approved panel counsel for several national insurance carriers.
• Defends companies and government entities in putative class action claims arising from data security events or allegations related to consumer or employee privacy. Recent clients have included a public school board and a document storage vendor.
• Participated in investigations of companies — both as a federal prosecutor and in private practice — concerning suspected insider threats to the integrity of IT environments, often working closely with computer forensic experts.
• Educates boards of directors and management about their duties with respect to data protection and communicating with law enforcement before, during, and after data loss events, including through “tabletop” breach simulation exercises. Clients for this counseling and education work have included public and private companies, banks, insurance companies, securities industry firms, schools and universities, and government entities.

Banking and Commercial Litigation

• Represents banks, financial institutions, pooled investment vehicles, and insurance companies in a variety of litigation matters, including customer and client disputes, responding to subpoenas, and garnishment matters. Jack has particular experience representing foreign banks, and U.S. subsidiaries of foreign banks, in U.S. litigation and in responding to subpoenas purporting to be served in the United States.
• Defends and prosecutes litigation involving restrictive covenants arising from employment, partnership, and LLC relationships, including covenants not to compete, nonsolicitation agreements as to employees and customers, and confidentiality agreements. Recent clients have included an insurance agency, an investment bank, and a litigation services provider.
• Defends banks, brokerage firms, and other financial institutions against claims for damages by customers and clients under FINRA standards, state common law standards, and state statutes related to the financial exploitation of senior investors.
• Represents insurance companies in connection with claims against mergers and acquisitions insurance policies (i.e., representations and warranties insurance), including litigation of such claims at arbitration.
• Defends and investigates allegations that assisted living facilities and hospice providers allowed employee theft and elder abuse, or otherwise violated residents’ statutory rights.
• Representation of private companies, including hedge funds, private equity funds, and investment banks, in connection with disputes over ownership and governance, and the rights of limited partners.
• Defended consumer product and pharmaceutical companies in product-related tort claims and intellectual property litigation.​

• Top Author, Cybersecurity, JD Supra Readers' Choice Awards (2022)
• Florida Rising Stars, Super Lawyers Magazine (2021–2022)
• The Best Lawyers in America, Commercial Litigation (2020–2024)

• American Bar Association
  • Co-Chair, Class Actions Subcommittee, Securities Litigation Committee, Section of Litigation
• Hillsborough County Bar Association
• Princeton Club of Tampa Bay
  • President (2018–2023)
• Princeton University Class of 2002
  • Alumni Class President (2012–2017)
• Clemency Project
  • Screening Committee (2014)
• Tampa Bay Cyber Fraud Task Force

• "2023 Carlton Fields Class Action Survey Review - Class Action Trends and Best Practices," Carlton Fields (April 11, 2023)
• “Arbitration v. Litigation – Which Venue Better Serves Your Business?” American Bar Association Corporate Counsel CLE Seminar, Orlando, FL (February 17, 2023)
• "Breach Response Lifecycle," 10th Annual Gasparilla Cybersecurity Summit, Tampa, FL (January 27, 2023)
• "Cyber Trivia Quiz Bowl," 11th Annual Gasparilla Cybersecurity Summit, Tampa, FL (January 26, 2023)
• “Cybersecurity Legislation & Funding, and Practical Cybersecurity Guidance,” Florida Municipal Attorneys Association 40th Annual Seminar, Bonita Springs, FL (July 29, 2022)
• “Florida’s Cybersecurity Laws,” Cybersecurity: What Every Public Official Needs to Know, Cyber Florida, Orlando, FL (June 15, 2022)
• "2022 Carlton Fields Class Action Survey Results: Class Action Trends and Best Practices," Carlton Fields Client Presentation (March 15, 2022)
• "Privacy Class Actions and Other Litigation: Latest Developments and Trends to Watch," Carlton Fields Client Presentation (December 8, 2021)
• "Ransomware: The Latest Threats and Claims," Carlton Fields Client Presentation (November 17, 2021)
• "Cybersecurity Insurance Policies," Florida Sheriffs Association Executive Leadership Conference and Fleet Exhibition, ChampionsGate, FL (November 16, 2021)
• "Ransomware: The Latest Threats and Efforts to Stem the Tide," Carlton Fields Client Presentation (September 27, 2021)
• "Cyber Claim Trends and Related Developments," Carlton Fields Client Presentation (August 17, 2021)
• "Ransomware: The Latest Threats and Efforts to Stem the Tide," Carlton Fields Client Presentation (August 16, 2021)
• "Leaders Forum: Cybersecurity Panel Discussion,” Carlton Fields Client Presentation (July 20, 2021)
• "ESG (Environmental, Social and Governance) Issues for the Construction Industry,” Leading Builders of America General Counsels Meeting, Atlanta, GA (June 10, 2021)
• "The Realities and Legalities of Ransomware and Incident Response," Digital Hands Cybersecurity Roundtable (December 2, 2020)
• "Cybersecurity in the New Normal," Early Stage Capital Conference, Florida Venture Forum (October 15, 2020)
• "Cybersecurity for Growth-Stage Private Companies in the COVID-19 Era," Carlton Fields Client Presentation (September 23, 2020)
• "CFO Forum – Cybersecurity,” Carlton Fields Client Presentation (June 4, 2020)
• "Grift, Graffiti, and Ransoms: Cybersecurity for State and Local Government," ABA State and Local Government Law Spring Meeting (May 21, 2020)
• "Cybersecurity and Privacy Litigation and Enforcement in the COVID-19 Era," Carlton Fields (May 20, 2020)
• "Privacy Litigation and Enforcement, Incident Response, and COVID-19," Carlton Fields (May 19, 2020)
• "Privacy Update for the Mortgage Industry," Carlton Fields Client Presentation, Virginia Beach, VA (March 4, 2020)
• ABA Third Annual Current Issues in FINRA Arbitration and Enforcement Regional CLE Program, Fort Lauderdale, FL (February 20, 2020)
• "Panel: Lessons Learned from Cybersecurity Incident Response and Investigations" and "Cybersecurity and Privacy Legal Trivia," Digital Hands’ Annual Client and Partner Event, Tampa, FL (January 24, 2020)
• "Data Breaches and Security Incidents: Latest Threats and Strategies for Preparation and Response," Carlton Fields Client Presentation, Palm Beach County, FL (January 23, 2020)
• "Cybersecurity Overview and Best Practices for the Commercial Real Estate Industry," Carlton Fields Client Presentation, Atlanta, GA (November 19, 2019)
• "Cyber Legal and Policy Issues for State and Local Government," Cyber Florida Local Government Workshop, Florida Cyber Conference 2019, Tampa, FL (October 24, 2019) 
• "Refeathering the Pillow: Case Studies in Catching, Containing, and Cleaning Up Cyber Fraud," Mega CPE Conference, Florida Institute of CPAs, Orlando, FL (June 14, 2019)
• "Cybersecurity and Privacy Pub Trivia," Carlton Fields In-House Counsel Forum, Orlando, FL (April 5, 2019)
• "Cybersecurity and Data Safeguarding for Broker-Dealers and Investment Advisers," ABA Second Annual Current Issues in FINRA Arbitration and Enforcement, Tampa, FL (February 22, 2019)
• "Private Securities Litigation Panel," 37th Annual Federal Securities Institute, The Florida Bar, Miami, FL (February 11, 2019)
• "Burglars Don't Pick Open Locks: Legal Overview and Practical Advice for Managing Data Breach Investigations, Litigation, and Claims," Carlton Fields Client Presentation, New York, NY (October 11, 2018)
• "Burglars Don’t Pick Open Locks: Legal Overview and Practical Advice for Managing Data Breach Investigations and Litigation," Carlton Fields Client Presentation, New York, NY (June 21, 2018)
• "Guardians for Profit: Data Breaches and Corporate Responsibility," University of Tampa, Business Law Course, Tampa, FL (April 11, 2018)
• "Financial Elder Abuse: Hot Topics in Enforcement, Compliance, and Civil Litigation," Current Issues in FINRA Arbitration and Enforcement, ABA Regional CLE Workshop, Tampa, FL (February 9, 2018)
• "Custom Software Development: Practical Strategies to Get What You Pay For," Carlton Fields Webinar (November 3, 2017)
• "Through the Looking Glass: Tips for Business Litigators Handling D&O Claims in Bankruptcy Court," ABA Sound Advice Podcast (October 12, 2017)
• "Debutantes and Airlocks: Cyber Defense for Rapid-Growth Companies and Their Leaders," Ballast Point Ventures Annual Meeting, St. Petersburg, FL (November 3, 2017)
• "Custom Software Development: Practical Strategies to Get What You Pay For," Germinal Resources, Tampa, FL (August 23, 2017)
• "Responding to an Information Security Incident: Lessons From Private Legal Practice," Electronic Crimes Task Force, Tampa, FL (August 10, 2017)
• "How to Prevent the Financial Crisis of a Data Loss Disaster," i-Tech Support, DataSite, and Eaton Power, Winter Park, FL (June 30, 2017)
• "Cyber Liability Claims – Updates and Trends," AIG Claims Advisory Board Meeting, Northeast Zone, Washington, D.C. (June 27, 2017)
• "Cyber Liability and Business Interruption," Chubb Preferred Securities Panel Counsel Meeting with Chubb and Marsh, Lafayette Hill, PA (June 6, 2016)
• "The Four People to Call When Breached: Practical Techniques to Limit and Shift Cyber Risk," client event with Allied World, Aon, and the FBI, Atlanta, GA (April 6, 2017)
• "Breached! Incident Response Executive Management Wargame," Carlton Fields In-House Counsel Forum, Orlando, FL (March 3, 2017)
• "A Red Grenade in the Apple Orchard: Using Insurance to Mitigate Cyber Risk," Digital Hands’ Annual Client and Partner Event, Tampa, FL (January 27, 2017)
• "Strategic Cyber Defense for Companies: Practical Advice for Living With Cyber Risk," with GulfShore Bank, Digital Hands, and Prida Guida & Company, Tampa, FL (November 10, 2016)
• "From Toil to Treasure: Preparing Your Private Company for Investment or Sale," Carlton Fields Client Presentation with Philip Diamond and CFO Strategic Partners, Orlando, FL (October 20, 2016)
• "Run Across the Rope Bridge: Data Security for Growth-Stage Companies," GrowFL, Tampa, FL (August 2, 2016)
• "Regulatory Investigations and the Impact of the Yates Memo," Chubb Preferred Securities Panel Counsel Meeting, Lafayette Hill, PA (June 14, 2016)
• "White Collar Crime and Fraud Risk Survey: Taking the Best Route to Managing Fraud and Corruption Risk," Guidance Through Powerful Insights, Protiviti CPE Conference, Tampa, FL (June 10, 2016)
• "Easing Cyber Growing Pains: Defining and Mitigating the Threat of Data Loss at Second Stage Companies," GrowFL, Winter Park, FL (April 25, 2016).
• "Developments in Cybersecurity," Carlton Fields In-House Counsel Forum, Orlando, FL (March 18, 2016)
• "Dodging Bullets: Efficiencies and Ethics in Lawsuit Avoidance and Early Case Resolution," Association of Corporate Counsel, Tampa, FL (November 19, 2015)
• "Cybersecurity – A Governance Perspective," Society of Corporate Secretaries and Governance Professionals Fall Conference, Pittsburgh, PA (November 10, 2015)
• "Legal Fallout of a Breach – Class Actions, Shareholder Derivative Actions, and Law Enforcement Issues," Client Focus Forum, Denver, CO (October, 2015)
• "Cost Savings, Efficiency, and Early Resolution in Complex Litigation," ACLI Annual Conference 2015, Chicago, IL (October 12, 2015)
• "Sharks in the Swimming Pool: Current Topics in Cybersecurity," U.S. Secret Service and Ben Osbrach of Skoda Minotti, Tampa, FL (June 23, 2015)
• "The Real Impact of Halliburton and How to Manage Event Study Costs," ACE Professional Risk Preferred Securities Panel Counsel Meeting, Lafayette Hill, PA (October 17, 2014)
• "Beware Shadowy Figures: Prosecutions Under the Economic Espionage Act," Protecting Your Intellectual Property: A Shared Responsibility, FBI Program at Kean University College of Business and Public Management, Union, NJ (June 9, 2014)

• Assistant U.S. Attorney, Criminal Division, U.S. Attorney’s Office for the District of New Jersey, Trenton, NJ (2010–2014)
• Associate, Williams & Connolly LLP, Washington, D.C. (2006–2010)
• Law Clerk to the Honorable Anthony J. Scirica, U.S. Court of Appeals for the Third Circuit (2005–2006)