Shareholder & Derivative Litigation

Because protecting your company’s reputation and assets is at the core of our work, we know how essential it is to take complex transactions and relationships and simplify them into plain language. Representing officers & directors of public and private companies in shareholder and derivative litigation requires analyzing, understanding, and explaining complex transactions and relationships to judges and juries, who may not have financial or business backgrounds. Making the complex understandable is a critical part in how we help our clients.

Our Clients Include:

• Public & Private Companies
• Directors & Officers
• Auditors
• Investment Research Firms
• Pharmaceutical & Biotech companies

Representative Matters

• Representing an outside auditor in a securities class action brought by investors based on public offerings of common stock.
• Representing an investment research firm in securities litigation brought by a Receiver in control of several defunct hedge funds, asserting claims of contribution under Section 10(b), and common law aiding and abetting. Trial defense verdict on all claims.
• Representing an outside auditor against securities claims brought by several bondholders 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 for all remaining claims.
• Representing 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.
• Representing 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 asset management firm and control personnel in in the U.S. District Court for the Southern District of New York in class action asserting securities fraud violations stemming from company’s disclosure of DOJ and SEC investigations pertaining to foreign commodities contracts.
• Representing 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.
• Representing 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.
• Representing 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.
• Representing 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 claimed that the company made material misstatements in interim financial statements that the company restated.
• Representing 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.
• Representing 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.
• Representing 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.
• Representing 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.
• Representing 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.
• Representing 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.
• Representing 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.
• Representing 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.
• Tried to jury defense verdict a securities class action against a leading broker-dealer.