Shareholder and Derivative Litigation

Our litigators have represented public and private companies and their directors and officers in numerous individual and class action matters involving securities laws and fiduciary liability. Some recent examples are:

  • Represented an investment research firm in securities litigation brought by a Receiver in control of several defunct hedge funds in the U.S. District Court for the Eastern District of Pennsylvania, asserting claims of contribution under Section 10(b), and common law aiding and abetting, from a judgment obtained by the SEC against the defunct hedge funds. Trial defense verdict on all claims.
  • Represented an investment research firm in litigation brought by investors in a defunct hedge fund in the U.S. District Court for the Eastern District of Pennsylvania, asserting Section 10(b), fraud and aiding and abetting claims. Claims voluntarily dismissed after a full defense verdict at trial in a related case.
  • Represented an outside auditor against securities claims brought by several bondholders in the U.S. District Court for the Eastern District of Pennsylvania, who opted out of a class action and asserted Section 10(b) and Section 18 claims. Numerous state law claims were dismissed on a motion to dismiss and after discovery, summary judgment was granted as to all remaining claims.
  • Represented the former President of a publicly traded bank and credit card company in securities class action litigation in the U.S. District Court for the Eastern District of Pennsylvania, alleging insider trading under Section 20A, and control liability under Section 20(a), of the Securities and Exchange Act. All claims were dismissed at the motion to dismiss stage.
  • Represented recruitment and employment services corporation and several of its officers and directors in federal securities class action filed in the U.S. District Court for the Eastern District of Pennsylvania. Court granted defendants’ motion to dismiss the complaint which alleged that certain of the company’s earnings forecasts were materially false and misleading.
  • Represented pharmaceutical company and several of its officers in federal securities class action filed in the U.S. District Court for the Southern District of New York. District court granted defendants’ motion to dismiss the complaint which alleged that the company failed to disclose material information relating to the safety profile of one of its prescription medicines; the Second Circuit affirmed the dismissal on appeal.
  • Represented biotechnology company and several of its officers in federal securities class action filed in the U.S. District Court for the Eastern District of Pennsylvania. District court granted defendants’ motion to dismiss both the complaint and the amended complaint which alleged that the company misrepresented its ability to meet certain requirements for regulatory approval of its flagship drug in the United States and Europe; the Third Circuit affirmed the dismissal on appeal. In a related action, the district court also granted the defendants’ motion to dismiss a shareholder derivative action filed against the company’s officers and directors for alleged breach of fiduciary duty in allowing the company to allegedly misrepresent the company’s ability to meet certain requirements for regulatory approval of flagship drug.
  • Represented pharmaceutical company and several of its officers in federal securities class action filed in the U.S. District Court for the Eastern District of New York. After converting the defendants’ motion to dismiss to one for summary judgment, district court granted the motion and dismissed the complaint which alleged that the company failed to disclose material safety and marketing information regarding its prescription medicine.
  • Represented management software corporation and several of its officers and directors in federal securities class action filed in the U.S. District Court for the Eastern District of Pennsylvania. Court granted defendants’ motion to dismiss the complaint which that the company made material misstatements in interim financial statements that the company restated.
  • Represented small ultrasound imaging company and several of its officers and directors in federal securities action filed in the U.S. District Court for the Eastern District of Pennsylvania. Court granted defendants’ motion to dismiss complaint which alleged that defendants allegedly violated Section 14(a) of the Securities Exchange Act.
  • Represented former CEO and CFO of a convenience food manufacturing and marketing company in federal securities class action filed in the U.S. District Court for the District of New Jersey. Court granted defendants’ motion to dismiss complaint which alleged that they misrepresented the status of the company’s internal controls and financial condition.
  • Represented an outside director in shareholder litigation asserting Section 10(b) and Section 20(a) claims and a Breach of Duty of Care claim under Wyoming law. All claims were voluntarily withdrawn by plaintiffs.
  • Represented a Big 4 accounting firm in a series of consolidated securities class actions filed in the U.S. District Court for the Eastern District of Pennsylvania, claiming that the accounting firm committed securities violations during its audits of an international manufacturer. All claims were dismissed on the grounds of international comity.
  • Represented an investment management firm against claims that the investment management firm had (1) acted outside authority granted to it in an Investment Management Agreement, and (2) violated Pennsylvania and Illinois law by recording calls it had with the investor allegedly without the investor’s consent.
  • Represented an outside auditor in consolidated shareholder and bondholder class actions arising out of the bankruptcy of a specialty finance company that lent money to health care providers filed in the U.S. District Court for the Eastern District of Pennsylvania. The class actions asserted claims for securities fraud under Section 10(b) of the Securities and Exchange Act. Obtained a favorable settlement prior to trial that was less than the anticipated costs of trial.
  • Represented a publicly traded bank holding company in litigation filed in the U.S. District Court for the Western District of Kentucky by an activist investor, asserting state securities law and other claims arising out of an investment made as part of private placement. After taking over the case from another firm, the case settled within two months on favorable terms.
  • Represented an outside auditor in more than a dozen class and individual lawsuits in Multidistrict Litigation in the U.S. District Court for the Northern District of Texas, asserting Section 10(b) and Section 11 claims. A Motion to Dismiss was partially successful, with the Section 11 claim dismissed on statute of limitations grounds. The case ultimately settled for less than 1/3 the national average for cases of this size.