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Investment Management & Securities

Representative Matters

We achieved a de minimis settlement in this class action brought by individuals claiming deception related to their investment in a biotechnology startup.
After our motions to dismiss, the plaintiffs withdrew their class action alleging false proxy disclosures related to a merger.
Our lawyers achieved a favorable settlement prior to trial in a securities class action alleging false financial disclosures.
These putative class actions styled as “shelf space” securities fraud cases were dismissed with prejudice on our motions to dismiss.
We handled a dispute over the financing of an independent film project involving claims of fraud and aiding and abetting a breach of fiduciary duty. After a two-week trial, the jury returned a verdict in favor of all defendants on all counts.
This case arose from claims of fraud in connection with the sale of a portfolio company to the plaintiff. Plaintiff filed suit on the eve of the fifth anniversary of the sale claiming that Sarbanes-Oxley (SOX) extended the statute of limitations to five years for federal securities fraud claims. The Eastern District of Pennsylvania disagreed and the Third Circuit affirmed in a case of first impression regarding whether SOX revived claims that had expired under the prior statute of limitations period.

We acted as co-counsel in a shareholder challenge to a multibillion-dollar merger, shepherding the class settlement through Chancery proceedings and arguing against an award of plaintiff counsel fees. After our client won settlement certification, we obtained a reduction in plaintiff counsel fees from $2 million to $1 million based on our argument that certain deal protection measures were of minimal value for encouraging a competing bid in a highly regulated industry.

We secured a favorable settlement prior to trial in a securities class action alleging that former officers and directors committed fraud.
On our motion to dismiss, the court dismissed with prejudice an amended complaint alleging securities fraud.
Plaintiffs purchased variable universal life insurance policies (VUL) and deferred variable annuities from our client. Plaintiffs later sought to recover losses sustained as a result of their decision to allocate the cash value of their VUL policies to separate accounts made available under the policies that invested in a “fund of funds” which ultimately invested with Bernard Madoff. The court granted our motion to dismiss based in part on The Securities Litigation Uniform Standards Act and dismissed the case with prejudice.
We represent the company and its board of directors as co-counsel in a shareholder class action to enjoin a $55 billion merger as well as in follow-on derivative actions.

We serve as co-counsel in a consolidated class action and several opt-out direct actions alleging violations of the Private Securities Litigation Reform Act and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, specifically that our client’s share prices were artificially inflated—and later declined—as a result of its alleged misstatements about its business, operations and prospects. Our motion to dismiss is pending.

Acting for the principals of an independently owned affiliate of a Fortune 500 financial services firm in a dispute involving civil RICO claims, among others, we secured an order that the claimant pay more than $1.1 million, which included punitive damages and attorneys’ fees on our counterclaims.

We represented a preferred stockholder whose shares in a company were extinguished by a merger. Our team secured a declaration permitting our client to tender its shares and receive merger consideration without adopting conditions imposed by the buyer, a significant competitor. The Chancery held that these conditions violated Delaware General Corporation Law; this decision has had significant ramifications for merger transactions under Delaware law.
The claims arose out of investments offered to VUL policyholders who invested in a “funds of funds” that ultimately invested with Bernard Madoff. A class settlement was negotiated but our client opted out and filed suit on behalf of its policyholders in the Delaware Court of Chancery, asserting numerous claims including fraud and breach of contract. After defeating a motion to dismiss and extensive discovery, we achieved a favorable settlement prior to trial.