Carol V. Gilden

From the Enforcement Division to Representing Investors

Gilden is a partner in Cohen Milstein's Securities Litigation & Investor Protection practice in Chicago. She represents public pension funds, Taft-Hartley funds, and other major investors in securities class actions, individual matters, transaction cases, and shareholder derivative litigation.

Public pension and Taft-Hartley clients invest for workers and beneficiaries, so the litigation decision does not end with identifying a legal claim. The requested relief, the discovery plan, and the procedural path must also serve the long-term interests the fund is charged with protecting — a fiduciary frame that shapes every recommendation her clients receive.

Before private practice, Gilden spent five years as an enforcement attorney in the Securities and Exchange Commission's Enforcement Division, investigating and litigating securities-fraud cases from the inside of the regulatory system. She then practiced at a Chicago firm, where she became a partner and vice chair of its class-action group, before joining Cohen Milstein in 2007. She applies that combined enforcement and private-practice experience to claims involving disclosures, trading, financial products, internal information, and enforcement records — under federal securities law, state corporate law, class procedure, and derivative doctrine.

Her practice has involved common stock, bonds, preferred shares, American depositary receipts, swaps, Treasury instruments, and exchange-traded notes, along with the transaction and jurisdictional evidence that determines how investors may proceed. The financial instrument is only the starting point. Counsel must identify the governing statute, where a transaction occurred, which statement or omission is challenged, how loss is measured, and whether the investor may proceed as a class, individually, or derivatively on a corporation's behalf.

Boeing: Appellate Access and Corporate Reform

Seafarers Pension Plan brought a derivative federal action against Boeing directors and officers involving proxy statements connected to director elections after the 737 MAX crashes. The case presented a structural collision: Boeing's forum bylaw directed derivative claims to Delaware Chancery Court, while the Exchange Act placed the federal proxy claim within exclusive federal jurisdiction. Enforced literally, the bylaw would have sent the claim to the one court that could not hear it.

Gilden argued the appeal for the investor. In January 2022, the Seventh Circuit reversed and held that Boeing's bylaw could not be enforced as applied to foreclose the derivative Section 14(a) claim. The ruling restored a federal forum legally capable of hearing the case.

The court's analysis brought federal jurisdiction, Delaware corporate law, and the limits of a corporation's forum-selection power into a single record. Because the bylaw pointed to a state court that could not adjudicate the exclusively federal claim, Gilden's argument preserved both the cause of action and a forum able to decide it — the difference between a claim that exists on paper and one that can actually be heard.

Gilden and the investor team also pursued a related Delaware action challenging the bylaw itself. The federal and state matters resolved together, producing changes to Boeing's forum provisions, corporate reforms valued at more than $100 million, and a $6.25 million payment by directors' insurers to the company. Because the action was derivative, every element of that relief ran to Boeing itself — governance strengthened, and value returned, for the benefit of all its shareholders.

Bayer ADR Class Certification

Gilden's firm served as sole lead counsel for investors who purchased Bayer sponsored ADRs in litigation concerning statements about due diligence for the Monsanto acquisition and the legal risks associated with Roundup.

The threshold question was territorial: could purchasers of receipts representing shares in a German company invoke United States securities law at all? At class certification, the court examined when the seller incurred irrevocable liability and where title passed. It found that the relevant steps for the sponsored ADR transactions occurred in the United States, allowing the investor class to proceed on a domestic-transaction theory.

Broker-dealer activity, deposits of foreign shares, issuance of receipts, and transfer mechanics placed the sponsored ADR transactions inside the United States and satisfied the territorial requirements of federal securities law. The issue turned on market structure rather than the security's label: ADRs represent interests in foreign shares, but transaction location depends on the acts that create and transfer the receipts. Gilden's team built the certification record from those mechanics — and in doing so, marked a path for ADR investors whose access to American courts might otherwise have ended at the pleading stage.

Pluralsight: Reversal and $20 Million Settlement

Public retirement systems brought Exchange Act and Securities Act claims concerning Pluralsight's statements about the size and productivity of its sales force. After the district court dismissed, Gilden represented the investors in the Tenth Circuit.

The appellate court reversed dismissal of the Exchange Act claims. It held that the scienter analysis was erroneous, rejected the proposition that trades under a Rule 10b5-1 plan automatically rebut an inference of scienter, and returned an Item 303 issue for further consideration.

Gilden's team showed that insider trading, internal sales-capacity information, public statements, and the competing explanations, assessed together rather than in isolation, supported a strong inference of fraudulent intent — the holistic scienter analysis the statute requires. After remand and further litigation, the class obtained a $20 million settlement that received final approval in February 2025. Cohen Milstein served as sole lead counsel, with Gilden as lead attorney, carrying the case from dismissal through reversal to distribution.

Additional Matters, Leadership, and Education

Gilden held leadership roles in the MF Global securities litigation — where her team won reversal of dismissal in the Second Circuit and the case ultimately settled for $90 million, producing an appellate ruling limiting the protective reach of generic risk disclosures — and in IntraLinks, one of the first securities class actions certified after the Supreme Court's decision in Halliburton II. Her earlier co-lead engagements include the Huron Consulting securities litigation, which settled for $40 million in cash and stock.

The claimant's form dictates the object of relief. Boeing was derivative, so the governance reforms and insurer payment ran to the company; in purchaser-class matters such as Bayer, Pluralsight, and MF Global, certification, notice, releases, and administration concern the covered investors. Keeping that distinction precise — who the client is, and to whom the recovery belongs — is a discipline Gilden's derivative and class work has demonstrated on both sides of the line.

Her standing in the field extends beyond her own docket. She served as the first woman president of the National Association of Shareholder and Consumer Attorneys, has served on the Advisory Council to the Council of Institutional Investors, and is a vice president of the Institute for Law and Economic Policy.

Gilden earned her B.S. in business administration from the University of Illinois Urbana-Champaign and her J.D. with honors from Chicago-Kent College of Law.