We principally represent public registrants, underwriters, directors, officers and accountants in shareholder class actions, derivative suits, governmental investigations and enforcement proceedings and internal investigations. We practice in trial and appellate courts throughout the U.S. and work closely with our colleagues in the firm’s securities and corporate practices.
Whether the task is conducting a Sarbanes-Oxley whistleblower investigation, advising a client facing a Securities and Exchange Commission or Department of Justice investigation, or defending multibillion-dollar shareholder class or derivative action litigation, we have the resources, capabilities and experience to handle the engagement. Our experience in defending shareholder and other securities litigation and in corporate governance litigation spans decades and includes many well-known cases.
The following are our representative matters:
- Obtained a post-trial opinion awarding our client $15.4 million in damages in a breach of fiduciary duty action against a former director and controlling shareholder. Summit Metals, Inc. v. Gray, C.A. No. 00-387 (KAJ) (D. Del.)
- Obtained dismissal of a lawsuit challenging a majority stockholder tender offer in the Delaware Court of Chancery. Successfully defended application for attorneys’ fees by plaintiffs’ counsel, with court awarding only 10 percent of the fees sought. In re Sauer-Danfoss, Inc., Shareholders Litig., Del. Ch., C.A. No. 5162-VCL
- Obtained a day-of-trial dismissal of minority shareholder claims challenging our client’s authority to sell substantially all of its assets. We defeated a motion for a preliminary injunction seeking to enjoin the sale and successfully urged the court to bifurcate the issues in the proceedings and try the issues relating to our client’s authority to enter into the deal, so that the transaction could close on time. Schultheis v. Hatteras Capital Investment Management, LLC, No. 14-CVS-00469 (N.C. Sup. Ct.)
- Represented Cott Corporation in an indemnification action against the seller of a juice manufacturer it acquired. After the sale and on suspicion by Cott, we uncovered evidence that the seller was manipulating its accounting records. We demonstrated that the seller’s actions violated GAAP, and were able to negotiate a successful settlement for the client. Cott Corporation v. Star, No. 1:12-CV-1004-WMS-JJM (W.D.N.Y)
- Represent KPMG LLP in a negligent misrepresentation action seeking more than $1.2 billion in damages. Plaintiffs contend that KPMG conducted negligent audits, which resulted in the issuance of clean audit reports which, in turn, the plaintiffs relied on when investing and contracting with KPMG’s audit client.
- Represented directors of a Delaware corporation in a lawsuit alleging the directors breached their fiduciary duties when approving a cash out merger transaction. In re Charming Shoppes Derivative and Class Action Litig., Case No. 2012-04154 (Ct. Comm. Pl.)
- Obtained a dismissal of a Court of Chancery derivative action challenging alleged interested transactions. The dismissal was obtained after the briefing based upon the plaintiffs’ concession that the board was capable of managing claims on behalf of the corporation. In later proceedings brought by the same plaintiffs, we obtained voluntarily dismissal of all claims against director defendants. FLI Deep Marine, LLC v. McKim, et al., No. 4138-VCS (Del. Ch.)
- Represented a special litigation committee of Take-Two Interactive Software Inc. in connection with stock option backdating claims and improper accounting claims in two separate derivative actions. In one suit, we obtained dismissal of all derivative claims with the exception of certain discrete claims. In the second case, our motion was granted in its entirety. Later, we negotiated a favorable resolution for our client in connection with claims against various former officers and directors. St. Clair Shores General Employees Retirement System v. Paul Eibeler, et al., S.D.N.Y., Civil Action No. 06-CV-0688 (SWK), and In re Take-Two Interactive Software, Inc. Derivative Litig., S.D.N.Y., Lead Case No. 1:06-CV-05279 (LTS)
- Represented a Big Four accounting firm in several securities fraud class actions, including the PNC Securities Litigation in the Western District of Pennsylvania and the IKON Office Solutions Securities Litigation in the Eastern District of Pennsylvania and the 3rd U.S. Circuit Court of Appeals. We obtained summary judgement at the trial court, which was affirmed on appeal.
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