SERVICES

Our lawyers have a wealth of experience successfully defending public and private corporations, limited liability companies, partnerships, directors, and officers in federal securities claims, state securities actions, shareholder derivative suits, breach of fiduciary duty actions, and claims arising out of complex commercial transactions. 

PRACTICE AREAS

Corporate Governance, Director & Officer Liability, and Shareholder Derivative Litigation

Overview

Our lawyers have a wealth of experience successfully defending public and private corporations, limited liability companies, partnerships, directors, and officers in federal securities claims, state securities actions, shareholder derivative suits, breach of fiduciary duty actions, and claims arising out of complex commercial transactions.  We have an outstanding track record in obtaining favorable litigation results, often at the pleadings stage before the costs and intrusions of discovery.  Where favorable resolution is not possible at the pleadings stage, our trial lawyers have the experience and creativity necessary to resolve these matters, whether by obtaining summary judgment, defeating a motion for class certification, or trying the matter to verdict.

Our depth of knowledge of corporate law and diversity of experience enables us to seamlessly tackle any corporate dispute and avoid harmful civil and criminal liability.

Our lawyers are thoroughly versed in traditional corporate fiduciary standards as well as in the extensive and ever-changing body of legislation, regulation, and listing standards that both define and shape the responsibilities of directors and officers.  We draw on that knowledge and experience to advise boards of directors on the complex issues they must address when a derivative claim is asserted.  We help directors understand whether a stockholder derivative claim is a corporate asset that should be pursued or a strike suit that represents a potential drain on corporate assets and management attention.

Our diversity of experience also enables us to coordinate the defense of derivative claims in conjunction with claims involving alleged securities fraud or other corporate fraud.  We have represented publicly traded corporations, boards of directors and compliance committees, officers and directors, licensed professionals, and employees in some of the largest, high-profile and most complex white-collar disputes, civil enforcement actions, and criminal cases.  We have also guided clients through corporate internal investigations and government investigations.  As former federal prosecutors and litigators at premier international law firms, we know how to preserve relevant evidence, interview knowledgeable parties, and prepare cases of any size and complexity for trial.

  • Bainbridge Investor, LLC v. RAS Manager, LLC, et al. Case No. 50-2016-CA-008818-MB (Fla. 15th Jud. Cir. 2016).  Defending claims brought by minority investor against LLC manager for purported breaches of fiduciary duty relating to executive compensation and due diligence expenses incurred in connection with real estate development projects. 
  • Culverhouse v. Paulson & Co., Case No. 1:12-cv-20695-MGC (S.D. Fla. 2015).  Defended investment fund and its managers in a putative class action from feeder fund investors, seeking more than $500 million in damages in connection with claims for breach of fiduciary duty and negligence; obtained an order of dismissal with prejudice at the pleading stage from the federal district court; affirmed on appeal.  See 791 F.3d 1278 (11th Cir. 2015) (certified question to Delaware Supreme Court); 813 F.3d 991 (11th Cir. 2016) (affirmed dismissal of class action complaint).
  • Geveran Investments Limited v. Lighting Science Group Corporation, et al., Case No. 2012-CA-020121-O (Fla. 9th Jud. Cir. 2012).  Defended corporation, directors, officers, and private equity firm in claims brought by minority shareholder under securities law and breach of fiduciary duty claims in connection with private placement and preferred share issurances. After remand from appellate court, case settled before trial See J.P. Morgan Securities, LLC v. Geveran Investments Limited, 224 So. 3d 316 (Fla. 5th DCA 2017) (reversing summary judgment for plaintiff on state law securities claims).
  • Melgen v. Levy and Open Sports Network Inc., Case No. 2012-CA-008248-MB (Fla. 15th Jud. Cir. 2012).  Defended claims for breach of fiduciary duty and fraud brought by minority shareholder against CEO of internet sports start-up company for purported mismanagement and misrepresentations.  Case settled before trial. 
  • Oakland County Employees’ Retirement System v. Massaro (N.D. Ill. 2011).  Represented former officer of national consulting firm in dismissal of shareholder derivative claims in federal court against corporation’s officers and directors.  772 F. Supp. 2d 973 (N.D. Ill. 2011); 736 F. Supp. 2d 1181 (N.D. Ill. 2010).
  • In re Bio Reference Laboratories, Inc. Shareholder Litigation, Case No. C-207-15 (N.J. Ch. Div. 2016)Represented OPKO Health Inc. in holding off four putative class actions challenging the announced merger of OPKO and Bio-Reference Laboratories, After expedited discovery, the parties came to agreement on a memorandum of understanding on a disclosure-based settlement that allowed OPKO and Bio-Reference to complete their transaction, which was subsequently approved by shareholders.  See Tight Timeline Didn’t Disrupt Trio in $1.5 B Deal, available at https://www.law.com/dailybusinessreview/almID/1202756905626/.
  • In re Prolor Biotech, Inc. Shareholders’ Litigation, Case No. A-13-680860-B (Nev. 8th Jud. Cir. 2014)Held off a shareholder class action to enjoin a merger, allowing for the sale of Prolor Biotech, Inc., an Israeli-based biopharmaceutical company focused on developing longer-acting proprietary versions of therapeutic proteins. Plaintiffs’ claims were dismissed with prejudice.

As former federal prosecutors and litigators at premier international law firms, we know how to preserve relevant evidence, interview knowledgeable parties, and prepare cases of any size and complexity for trial.