Richard E. Coe

Partner Philadelphia
richard.coe dbr.com
Phone: (215) 988-3393
Fax: (215) 988-2757

About

Richard E. Coe represents clients in complex disputes involving antitrust, mergers and acquisitions, securities and corporate governance issues. He routinely handles class action cases and has particular experience in the pharmaceutical and financial services industries. He is co-leader of the Litigation Group’s Governance and Corporate Law Disputes team.

Rick frequently represents public companies, their directors and officers, and investors in the defense of claims arising from corporate transactions. He has defended clients against challenges to mergers and acquisitions; prosecuted and defended clients in indemnification disputes asserting breaches of representations and warranties in deal documents; negotiated working capital disputes, defended officers and directors against breach of fiduciary duty claims; represented the company or a committee of the board of directors in connection with several special investigations; and represented companies in books and records disputes. He also litigates a number of matters involving complex accounting issues and has a demonstrated ability to distill complex accounting issues into themes and arguments that can persuade a judge or jury. Rick also advises clients during the negotiation of transactions to help them reduce the risk of disputes after the deal is closed.

Rick has defended companies against antitrust claims in state and federal courts as well as in government investigations. He has represented clients in the pharmaceutical, computer software and health care sectors against charges of price fixing, price discrimination, refusals to deal and other sorts of anticompetitive conduct. His class action experience includes representing defendants in the In re Pharmacy Benefit Managers Antitrust Litigation and In re Blood Reagents litigations. Rick also has counseled pharmaceutical companies and other clients on antitrust issues, including those related to pricing, distribution, exclusive dealing, joint ventures, the settlement of patent litigation and the marketing of authorized generics.

Experience

Rick has significant experience with corporate governance and M&A litigation. His representative matters include:

  • Representing an investment adviser in case challenging a sale of its assets to a public company and asserting claims for breach of fiduciary duty and breach of governing documents; successfully defended against motion for preliminary injunction and obtained dismissal of all claims challenging client’s right to close transaction.
  • Represented trustee appointed by bond holders in action to enjoin debt offering; received favorable ruling after preliminary injunction hearing that resulted in issuer restructuring debt offering.
  • Represented an investment adviser in case asserting breach of a non-disclosure agreement signed in connection with due diligence for a potential transaction; successfully defeated motion to dismiss and motion for summary judgment.
  • Represented multi-national private label beverage manufacturer in case asserting breach of representations and warranties in an asset purchase agreement; obtained significant settlement for client.
  • Represented plastics manufacturer in responding to several shareholder books and records requests and defended manufacturer against motion for preliminary injunction seeking disclosure of additional records and freeze on all payments to owners and officers of manufacturer; successfully convinced shareholders to drop demands after initial conference with the court.
  • Successfully defended multi-national private label beverage manufacturer in an arbitration against an acquired juice company that sought more than $10 million in additional payment claiming our client breached the asset purchase agreement’s earnout provisions; after a multi-week JAMS arbitration, the panel found for our client on all claims.
  • Represented provider of IT and consulting services to health care industry in lawsuit challenging the sale of the company on the grounds that it undervalued the company’s stock; successfully motioned for a preliminary injunction.
  • Represented investment companies in lawsuit alleging that they were responsible for a related companies’ alleged interference with a merger agreement and that they made false statements in securities filings; case settled on favorable terms for our client after we filed a motion for summary judgment on their behalf.
  • Represented a Special Committee of independent directors of a Fortune 50 company in conducting an internal investigation of allegations that the CEO engaged in insider trading and that the General Counsel acted to conceal the alleged securities law violations; convinced the SEC to accept the findings of our internal investigation and desist from taking any action against the company or any of its employees.
  • Represented mutual fund in class action litigation challenging fund’s investments for Alabama’s Prepaid Affordable College Tuition program; won motion to dismiss all claims.
  • Represented special litigation committee of board of directors of mutual funds and assisted committee with the evaluation of a proposed settlement of securities litigation alleging that the fees charged by the funds’ advisers were excessive.
  • Represented independent trustees of mutual funds in class action alleging that funds charged shareholders excessive fees which were used to pay “kickbacks” to brokerage firms to steer new investors to the funds in violation of the securities laws; won motion to dismiss all claims.
  • Represented independent directors of mutual funds in derivate and class litigation asserting that alleged “market timing” and “late trading” of mutual fund shares violated various provisions of the securities laws; won motion to dismiss most claims and convinced plaintiffs to dismiss remaining claims against our clients without prejudice.
  • Represented plaintiff software company in a matter asserting securities law and misappropriation of trade secrets claims as well as claims for breach of an earnout provision in a purchase agreement; defeated a motion to dismiss and settled on favorable terms for our client.

Rick has experience in the following Antitrust representative matters:

  • Representing pharmaceutical company in nationwide class action alleging that it fixed the price of blood reagents; successfully convinced the 3rd U.S. Circuit Court of Appeals to vacate the trial court’s class certification order.
  • Representing pharmaceutical company and pharmacy benefit manager in litigation alleging that pharmacy benefit managers conspired to fix reimbursement rates for pharmacies; currently opposing motion for class certification.
  • Represented pharmaceutical company in case alleging the nation’s major pharmaceutical manufacturers fixed the price of prescription drugs; won summary judgment and had decision affirmed by the California Court of Appeals and Supreme Court.
  • Defended an environmental certification organization against a consumer protection and antitrust complaint filed by a competing organization with the FTC alleging an attempt to monopolize the certification marketplace; convinced the FTC not to bring an enforcement action against the organization.
  • Represented health care system against claims that it monopolized a market for ambulance services; plaintiff accepted an offer of judgment made by our client after we filed a number of motions in limine on the eve of trial.
  • Represented health care consulting company against claim that their collection of hospital reimbursement data facilitated a price-fixing conspiracy; won motion to dismiss all claims.
  • Represented consortium of companies in the tax software industry in case alleging that its administration of free federal online tax preparation and filing services violated the antitrust laws and other laws; motion to dismiss the antitrust and other claims granted.
  • Represented software designer in investigation conducted by the attorneys general of a number of states challenging the companies’ licensing, service, and training practices; convinced the state attorneys general to close the investigation without an enforcement action.

Rick has substantial experience with Class Actions litigation. His representative matters include:

Rick is currently defending a Fortune 50 pharmaceutical company in a nationwide price-fixing class action. He was part of a team that successfully convinced the Third Circuit Court of Appeals to vacate a class certification order in that case. See In re Blood Reagents, No. 12-4067 (3rd Circ. April 8, 2015). He also has defended a national cable company in several consumer class actions in both federal and state courts around the country and successfully defended companies and their directors and officers in securities class actions, as well as manufacturers in class actions asserting environmental claims.

Rick has experience in these and other White Collar representative matters:

  • Represented university in investigation conducted by the National Science Foundation (“NSF”) into the university’s use of federal grant money; convinced the NSF to discontinue the investigation.
  • Represented founder and CEO of a professional services firm in investigation by IRS criminal investigators into suspected corporate tax deductions for personal expenses; convinced the IRS to discontinue the investigation before indictment.
  • Represented university in senate committee investigation of recruiting practices of proprietary educational institutions.
  • Represented insurance company in RICO lawsuit against medical providers challenging their fraudulent billing practices and alleged attempted murder of insurance company’s former counsel; forced providers to discontinue their practice.
  • Represented national telecommunications provider in investigation of qui tam claim asserted by former employee alleging telecommunications company improperly billed government for fraudulent phone calls.
  • Represented contractor in lawsuit against state department of labor alleging that department’s efforts to debar contractor was a violation of the federal RICO, antitrust and civil rights laws; convinced the department of labor to significantly modify its debarment order.
  • Represented manufacturer in medical monitoring class action alleging that manufacturer contributed to groundwater contamination under neighboring residential properties; successfully obtained dismissal of claims for property damages.
  • Represented petroleum distribution company against medical monitoring claim asserted on behalf of residents Hazleton, Pennsylvania claiming petroleum company was responsible for groundwater contamination. The court granted our motion for summary judgment and its decision was affirmed on appeal.
  • Represented a coatings manufacturer in a variety of asbestos matters in the Philadelphia Court of Common Pleas, including two jury trials; obtained a directed verdict in the first trial and settled the second matter on favorable terms after the completion of plaintiff’s evidence.
  • Represented a valve manufacturer in a variety of asbestos matters in the Philadelphia Court of Common Pleas.
  • Represented several waste industry haulers in lawsuits challenging municipal flow control ordinances on the grounds that they violated the Commerce Clause of the United States Constitution.
  • Represented a number of defendants in environmental litigation brought by municipality against neighboring businesses to recover costs to clean up groundwater contamination under landfill.
  • Represented a petroleum company in case alleging that contamination from service station reduced value of outlet shopping center; settled case on favorable terms for client after exchange of expert reports demonstrating that decline in value was unrelated to contamination.

Rick has provided Pro Bono services in the following matters:

  • Represented community development corporation in personal injury action brought by worker injured during project to renovate community theatre; convinced plaintiff to dismiss our client on the eve of trial.
  • Represented prison newspaper against the Department of Corrections in one of the first litigations to challenge Pennsylvania’s new open records law.
  • Argued prisoner civil rights claim before the United States Court of Appeals for the Third Circuit in case establishing that prison must preserve video surveillance tapes and a hearing officer is required to view those tapes. Burns v. Pa. Dep’t of Corr., 642 F.3d 163 (3d Cir. 2011).
  • Represented Gulf War veteran in challenge to VA decision denying benefits for chronic fatigue syndrome and high blood pressure; convinced the United States Court of Appeals for Veterans Claims to vacate the VA’s decision.

Credentials

Bar Admissions

  • Massachusetts
  • New Jersey
  • Pennsylvania

Education

  • Harvard Law School, J.D., 2003, cum laude, Head Class Marshall
  • United States Naval Academy, B.S., 1995, with distinction

Court Admissions

  • U.S. District Court, District of New Jersey
  • U.S. District Court, Eastern District of Pennsylvania

Organizations

  • National Veterans Legal Services Program, Board Member
  • Trinity Cooperative Day Nursery, Board Member
  • Philadelphia Bar Association