Gay Parks Rainville
Gay Parks Rainville is of counsel in Pepper Hamilton LLP’s Philadelphia office and co-chair of the Securities and Shareholder Litigation Section of the Commercial Litigation Practice Group.
Ms. Rainville manages the defense of securities class actions, shareholder derivative litigation, government investigations, and other bet-the-company matters, primarily on behalf of the firm’s pharmaceutical and biotech clients. Ms. Rainville has won case-dispositive motions in a number of matters, including securities fraud class actions where the alleged fraud involved statements or omissions by life sciences companies and their officers about the safety, efficacy, and/or regulatory status of a flagship drug. She also has defended life sciences clients in product liability litigation, and provided them with regulatory compliance and risk avoidance counseling regarding their clinical research practices, product labeling and product distribution.
The following engagements are representative of Ms. Rainville’s practice:
Successful Case-Dispositive Results in Securities Class Actions and Other Complex Litigation
- Building Trades United Pension Trust Fund v. Kenexa Corporation, et al., No. 09-2642 (E.D. Pa.) – in September 2010 obtained dismissal of federal securities class action complaint alleging certain of Kenexa Corporation’s earnings forecasts were materially false and misleading
- Borochoff v. GlaxoSmithKline PLC, No. 08-4363 (2nd Cir.) – in August 2009 obtained affirmance of district court’s dismissal of federal securities class action complaint alleging that GSK failed to disclose material information relating to the safety profile of its prescription medicine, Avandia
- Lanre Rotimi Rollover IRA v. Driscoll, et al., (N.D. Cal.) — helped defend GlaxoSmithKline in putative class action brought by shareholders of Genelabs Technologies in connection with GSK’s acquisition of the company; the plaintiff voluntarily dismissed the lawsuit in February 2009
- Costa Brava Partnership III, LP v. MedQuist Inc., et al., No. 08-3816 (D.N.J.) – in August 2008 helped defeat minority shareholder’s application for temporary restraining order intended to block majority shareholder’s $400 million stock transfer, resulting in plaintiff’s voluntary dismissal of lawsuit
- Newcastle Partners, L.P., et al. v. Koninklijke Philips Electronics, N.V., et al., No. C-083-08 (New Jersey Superior Court, Chancery Division, Burlington Co.) – in July 2008 helped defeat minority shareholders’ attempt to preliminarily enjoin majority shareholder’s $400 million stock transfer
- In re Discovery Laboratories Securities Litigation, No. 07-2080 (3d Cir.) – in April 2008 obtained affirmance of district court’s 2007 dismissal of federal securities class action complaint against Discovery Labs for allegedly misrepresenting the company’s ability to meet certain requirements for regulatory approval of Surfaxin in the United States and Europe
- In re Eli Lilly and Company Securities Litigation, No. 07-01310 (E.D.N.Y.) – in April 2008 obtained dismissal of federal securities class action complaint that Lilly failed to disclose material safety and marketing information regarding its prescription medicine, Zyprexa
- In re Astea International Inc. Securities Litigation, No. 06-1467 (E.D. Pa.) – in August 2007 obtained dismissal of federal securities class action complaint against Astea for alleged material misstatements in interim financial statements that the company restated
- Decker v. Boyd, No. 07-922 (E.D. Pa.) – in June 2007 obtained dismissal of complaint against Longport, Inc., a small ultrasound imaging company, for alleged violations of Section 14(a) of the Securities Exchange Act
- In re Discovery Laboratories, Inc. Derivative Litigation, No. 06-2058 (E.D. Pa.) – in May 2007 obtained dismissal of derivative action filed against Discovery Labs’ officers and directors for alleged breach of fiduciary duty in allowing the company to allegedly misrepresent the company’s ability to meet certain requirements for regulatory approval of Surfaxin
- Wilson v. Bernstock, No. 01-0272, (D. N.J.) – in January 2002 obtained dismissal of federal securities class action complaint filed against former CEO and CFO of Vlasic Foods International, Inc. for allegedly misrepresenting the status of the company’s internal controls and financial condition
- Precision Surgical, Inc. v. Tyco Intern., Ltd., No. 00-990 (E.D. Pa.) – in August 2000 obtained dismissal of antitrust complaint brought by terminated distributors against Tyco’s subsidiary and surgical device manufacturer, United States Surgical Corporation, for alleged violations of Section 2 of the Sherman Act.
Other Favorable Resolutions of Securities Class Actions and Other Complex Litigation
Ms. Rainville is a Fellow of the American Bar Foundation and a Fellow in the Litigation Counsel of America, a national honorary society for litigation and trial counsel. She also was selected for inclusion on the 2012 Pennsylvania Super Lawyers list in the area of securities litigation. Ms. Rainville served as a course planner for the Pennsylvania Bar Institute’s Annual Federal Securities Law Forum in 2009, 2010 and 2011. Her recent publications and speaking engagements include:
- Rosenfarb v. Nestlé Waters North America Inc., et al., No. 11-4693 (E.D. Pa.) – helped defend against putative class action claims brought under the Pennsylvania Unfair Trade Practices and Consumer Protection Law, which defense resulted in an early settlement favorable to the client in November 2011
- Lawrence v. Aquilina, et al., No. C-018-11 (New Jersey Superior Court, Chancery Division, Burlington Co.) – helped defend MedQuist, Inc. and its Board of Directors against putative class action claims brought by minority shareholders challenging the fairness of an exchange offer transaction, which defense resulted in an early settlement favorable to the client in March 2011
- In re Hemispherx Biopharma, Inc. Litigation, No. 09-5262 (E.D. Pa.) – in August 2010 obtained a favorable settlement of federal securities fraud claims against company and corporate officers, and in November 2010 obtained a favorable settlement of shareholder derivative claims against corporate officers and directors
- Mercantile Capital, L.P. v. Goldstein, Golub Kessler, L.P., No. 001202 (CCP, Phila. Co., June Term 2005) – defended former outside directors of a defunct Internet company against breach of fiduciary duty claims brought by the company’s principal creditor, which ultimately settled on terms favorable to clients
- In re ViroPharma Inc. Securities Litigation, No. 02-1627 (E.D. Pa.) – in April 2003 obtained partial dismissal and in 2004 ultimately favorable settlement of a federal securities class action complaint filed against ViroPharma after an FDA Advisory Committee decided not to recommend approval of Plenconaril
- In re InaCom Corporation Securities Litigation, No. 00-701 (D. Del.), Stark Investments, L.P. v. Fairfield, No. 01-094 (D. Del.), and SEC v. Guenthner, No. 8:02CV10 (D. Neb.) – defended former CFO of InaCom, a major computer reseller, in federal securities class action and related litigation, which ultimately settled on terms favorable to client in 2002, and in a related SEC enforcement action, which the court dismissed at the conclusion of trial in September 2005
- In re Equimed, Inc. Securities Litigation, No. 98-5374 (E.D. Pa.) – in 2002 favorably settled federal securities class action complaint against the officers and directors of EquiMed, Inc., a physician practice management company, regarding claims that they had misrepresented the company’s financial condition.
In 2004 05, Ms. Rainville served as associate general counsel for The Children’s Hospital of Philadelphia. Among her responsibilities, Ms. Rainville counseled the hospital and its constituents in the areas of clinical research, regulatory compliance, third-party payor disputes, risk management and litigation management.
- “Justices Take Up Applicability of Fraud-on-the-Market Presumption” (co-author), The Legal Intelligencer (July 17, 2012)
- “Communications with Corporate Clients: What Do I Say Now? (Thoughts on Attorney-Client Privilege),” Pepper Hamilton LLP CLE (June 12, 2012)
- Pennsylvania Bar Institute’s 15th Annual Federal Securities Law Forum, Panelist (April 30, 2012)
- “The ‘Smell Test’ – Guidance on Disclosure Obligations Arising in Connection with Adverse Events,” Pepper Hamilton LLP Life Sciences Speaker Series (January 26, 2012, September 20, 2011)
- “Lower Courts Follow Matrixx’s Guidance on Motions to Dismiss” (co-author), The Legal Intelligencer (January 4, 2012)
- “Navigating Unclear Disclosure Obligations for Life Sciences Companies and Counsel,” American Conference Institute’s 16th Annual Drug and Medical Device Litigation Conference” (December 5, 2011)
- “Managing and Mitigating Risks Created by the SEC’s New Dodd-Frank Whistleblower Program,” Pepper Hamilton LLP CLE (October 21, 2011, August, 17, 2011, August 10, 2011, August 3, 2011, June 22, 2011)
- “Justices Resolve Circuit Split on Securities Fraud Class Certification,” The Legal Intelligencer (June 23, 2011)
- “Send Them to Delaware to Inspect Corporate Books,” Delaware Business Court Insider (June 15, 2011)
- “VeriFone Stockholder Plaintiffs Finish Out of the Money in Calif., Win Pyrrhic Victory in Delaware,” Delaware Business Court Insider (June 8, 2011)
- “SEC Adopts Final Dodd-Frank Whistleblower Rules that Will Allow Employee-Whistleblowers to Circumvent Companies’ Internal Compliance Programs,” Pepper Hamilton LLP Client Alert (May 27, 2011)
- “Potential Impact of Dodd-Frank Whistleblower Provisions on Corporate Compliance Efforts” MAPI’s Ethics and Compliance Council (May 19, 2011)
- Pennsylvania Bar Institute’s 14th Annual Federal Securities Law Forum, Course Planner and Panelist (April 29, 2011)
- “Matrixx Initiatives, Inc. v. Siracusano: Supreme Court Snuffs Out ‘Statistical Significance’ Test for Pleading Rule 10b-5 Claims Against Pharmaceutical Companies,” Pepper Hamilton LLP Client Alert (March 24, 2011)
- Pennsylvania Bar Institute’s 13th Annual Federal Securities Law Forum, Course Planner and Panelist (April 30, 2010)
- “Delaware Chancery Court Replaces Co-Lead Counsel for Putative Shareholder Class Representatives and Questions Previous Settlement in Revlon Case,” Pepper Hamilton LLP Securities Litigation Alert (April 5, 2010)
- “Practical Implications of the Third Circuit’s Decision in Avaya to Eliminate Motive and Opportunity as an Independent Basis for Pleading Scienter,” The Legal Intelligencer (June 23, 2009)
- “Supreme Court Confirms Twombly’s Pleading Requirements Have Broad Application,” Pepper Hamilton LLP Client Alert (May 27, 2009)
- Pennsylvania Bar Institute’s 12th Annual Federal Securities Law Forum, Course Planner and Panelist (April 27, 2009)
- “3rd Circuit Decisions Gut Inquiry Notice Standard for Asserting Fraud Claims,” The Legal Intelligencer (March 24, 2009)
- “Mounting an Effective Defense Against the Securities Class Action,” Marsh’s The Anatomy of a Directors & Officers (D&O) Class Action Securities Claim Seminar (October 2008)
- “When a Biomedical Device Fails: Navigating the Regulatory and Legal Landscape,” 19 Intell. Prop. & Tech. L. J. 10, February 2007; also presented on this topic at DVHIMSS Biomed & IT Forum (June 2006)
- “Delaware Chancery Court Instructs Corporate Directors What Not to Do When Considering Interested Merger Transactions” (author), Pepper Hamilton LLP Commercial Litigation Report (March 2006).
Within Pepper, Ms. Rainville is a member of the firm’s Associates and Diversity Committees. She also serves as co-chair of the firm’s pro bono program in which Pepper attorneys defend low-income elderly clients against contractor fraud.
Ms. Rainville is vice chair of the board of directors of SeniorLAW Center, a nonprofit organization that protects the legal rights and interests of the elderly. Before entering law school, she taught high school English and studied, taught and performed modern dance. Ms. Rainville is a member of the Pennsylvania bar and is admitted to practice before the U.S. District Court for the Eastern District of Pennsylvania and the U.S. Courts of Appeals for the Third and Fourth Circuits.
J.D. 1988, Northwestern University School of Law
M.A.T. 1978, Northwestern University
B.A. 1977, Denison University
Admitted to practice in Pennsylvania