- David Lerner Associates, Inc. (1933 Act Class Action) — Obtained dismissal in New York federal court of 1933 Act class action alleging securities violations in connection with DLA’s role as best efforts underwriter and exclusive distributor of publicly issued, non-traded securities of a series of real estate investment trusts in what Forbes magazine called a “stunning class action victory.” Dismissal of the 1933 Act claims affirmed on appeal.
- Merrill Lynch (Auction Rate Securities) — Represented broker dealer in multiple litigations and FINRA arbitrations alleging violations of the 1934 Act, Blue Sky laws and common law in connection with sales of auction rate securities (“ARS”), Merrill Lynch’s role in the ARS market and its 2008 collapse.
- Charles Schwab (State Securities Investigations) — Represented Schwab in connection with multiple state securities investigations under “Blue Sky” law concerning mutual fund disclosure issues; resulted in successful negotiated resolution.
- Confidential Financial Institution (Internal Investigation/Attorney General) — On behalf of a private fund of a major financial institution, conducted expedited internal investigation regarding high profile, sudden collapse of a portfolio company; successfully negotiated resolution of exposure (financial and reputational) with state attorneys general.
- Biopure Corporation (1934 Act Class Action/SEC Enforcement Action) — Defended company, officers and directors in parallel proceedings by SEC and class action plaintiffs alleging 1934 Act violations.
Shareholder Derivative Litigation
- Massachusetts Mutual Life Insurance Company (Voting Rights Class Action) — Obtained dismissal for MassMutual and its board in a purported class action claiming the mutual insurance company had improperly disenfranchised policyholders.
- Jenzabar, Inc. (Executive Compensation) — Obtained dismissal for a company and its board in Massachusetts state court against derivative claims of breach of fiduciary duty and waste arising from alleged compensation decisions and political and charitable contributions.
- Access Pharmaceuticals (Alleged Lowball Asset Sale) — Obtained dismissal in Pennsylvania federal court of derivative and purported class claims alleging conspiracy surrounding sell-off of dissolving company’s IP assets.
- i2 Technologies (Spin-Off Transaction) — Obtained dismissal in Delaware Chancery Court on behalf of company and its board with respect to derivative claims arising from the board’s alleged grossly negligent oversight of the sale of a subsidiary to its former CEO for a fraction of value.
- Teradyne, Inc. (Books & Records Action) — Obtained summary judgment against shareholder’s seeking books and records for the purpose of investigating alleged possible options backdating.
- Confidential Technology Company (Options Backdating) — Defended former officers and directors of publicly traded company in shareholder derivative action alleging options backdating, resulting in favorable nuisance value settlement.
- Wave Systems Corp. (Misrepresentations of Material Contracts) — Obtained dismissal in Massachusetts federal court for company and its board of directors against claims of breach of fiduciary duty arising from alleged misrepresentations in SEC filings concerning material contracts with third parties.
- Oppenheimer & Co., Inc. (1933 Act Class Action) — Obtained dismissal in Massachusetts federal court for private equity fund in 1933 Act class action purportedly brought on behalf of all investors, alleging misrepresentations regarding valuation in connection with foreign currency assets.
- Battery Ventures/Index Ventures (Preferred Shareholder Litigation) — Obtained dismissal in California federal court of all claims, including federal and state securities law violations and common law breach of fiduciary duty claims by major preferred shareholder of a portfolio company in connection with defendant funds’ sales of preferred stock.
- Village Ventures/Worcester Ventures/Point Judith Capital (Venture Capitalist /Founder Dispute) — Obtained dismissal in Connecticut state court for VC funds of complaint by alleged founders of portfolio company claiming entitlement to substantial percentages of equity and proceeds of sale of company for near $500 million. Affirmed on appeal.
- Confidential Fund Of Funds —(Portfolio Manager Dispute) — Represented fund of funds named as respondent in arbitration by portfolio manager seeking several millions of dollars in damages; through mediation, turned the tables to obtain a highly favorable settlement in which the portfolio manager paid well over a million dollars to the fund.
- Confidential PIPE Fund (Suspension Of Redemptions) — Defeated investor’s injunctive action seeking to block exchange offer made in conjunction with suspension of redemptions; represented fund and its principal in subsequent litigations, books and records proceedings and SEC investigations and counseled fund with respect to Cayman Islands petition for liquidation of offshore fund.
- Fleet Development Ventures, LLC (Receivership Of Fraudulent Portfolio Company) — Represented seed capital fund as plaintiff in a shareholder derivative litigation in Connecticut federal court, protecting its preferred equity investment from fraud and mismanagement; succeeded in obtaining, after bench trial, emergency injunctive relief and appointment of receiver to wind down business and recover capital invested.
- LeCroy Corporation — Achieved voluntary dismissal of a class action seeking to enjoin the LeCroy Corporation-Teledyne Technologies, Inc. merger, after obtaining denial of motion for expedited discovery and preliminary injunction hearing, a decision which appears to be the first of its kind issued in New York federal court.
- Acme Packet — Achieved voluntary dismissal of a class action seeking to enjoin merger after defeating motion for expedited discovery.
- Tempur-Pedic — Obtained disclosure-only settlement for Tempur-Pedic in deal litigation arising from its acquisition of Sealy, following defeat of motion for expedited discovery.
- Kayak — Obtained disclosure-only settlement for Kayak in deal litigation arising from its acquisition by Priceline.
Business Torts/Complex Litigation
- LifeIMAGE (Non-compete/Trade Secrets) — Obtained preliminary injunction in Massachusetts state court enjoining LifeIMAGE’s former Vice President – Business Strategy from working for its largest competitor and passing on trade secrets in violation of his non-compete agreement.
- IKON Office Solutions (Privacy Law Class Action) — Obtained dismissal of purported nationwide class action alleging violations of the Stored Communications Act and state law in Connecticut federal court.
- Nationwide Mutual Insurance Company (Forfeiture for Competition Trial) — Defended Nationwide in action by agents seeking to invalidate “forfeiture for competition” clause in its agent agreements; favorable settlement following jury trial.