Securities Litigation

LEADERSHIP: Robert L. Hickok, Pamela S. Palmer and Gay Parks Rainville

Federal Securities Litigation

Recent engagements include:

  • obtained dismissal of a federal securities class action complaint against Kenexa Corporation and its officers for issuing allegedly false and misleading earnings forecasts
  • represented UniTek Global Services, Inc. and two corporate officers in a Rule 10b-5 class action related to allegedly false and misleading earnings forecasts
  • currently represent DFC Global Corp. and corporate officers in consolidated securities class action involving claims brought under the Securities Exchange Act of 1934 and the Securities Act of 1933
  • obtained favorable settlement of Rule 10b-5 class action on behalf of certain of PolyMedix’s former corporate officers
  • obtained favorable settlement of Rule 10b-5 class action on behalf of Hemispherx BioPharma, Inc. and certain of its current and former officers; currently represent certain of the corporation’s current and former officers and directors in related derivative actions
  • represented Nobel Learning Communities Inc. and its officers in a shareholder class action alleging breach of fiduciary duty in its proposed acquisition by Leeds Equity Partners
  • represented Unilife Corporation in a putative Rule 10b-5 securities class action alleging that the company made several material misstatements in press releases and SEC filings; plaintiffs voluntarily dismissed the action before the court-appointed lead plaintiff.
  • achieved a no-payment settlement of 10b-5 claims made by three hedge funds that alleged that our client had misled them about its future financial prospects
  • obtained the dismissal of a putative securities class action alleging that the co-founders of an aerospace company misled investors by hiding allegedly illegal exports of semiconductors to China
  • obtained dismissal of securities fraud class action complaint against software company Astea International Inc., and its officers for alleged fraud relating to company’s restated interim financial statements
  • obtained dismissals of securities fraud class actions against leading pharmaceutical and biotechnology companies, Discovery Laboratories, Eli Lilly and GlaxoSmithKline.

SEC Enforcement

Recent engagements include:

  • defended a former CFO in a trial in which the SEC had alleged accounting misstatements; we obtained dismissal and a monetary sanction against the SEC
  • represented a medical device manufacturer in an NASD (now known as FINRA) and SEC inquiry into potential insider trading; no charges filed
  • defended a former CAO/controller of Delphi named in an SEC enforcement action
  • defended a former CAO of Waste Management named in an SEC enforcement action
  • defended a client under investigation by the DOJ for securities fraud; concluded with no indictment
  • represented a broker’s broker in connection with an investigation by the SEC into certain practices in the industry
  • defended a diversified holding company and its chairman in a three-year SEC investigation
  • represented a former accounting office of a public company in connection with an investigation by the SEC into accounting fraud
  • advised an accountant whose client was sued by the SEC

Derivative Litigation

Recent engagements include:

  • represented a Special Litigation Committee of the board of directors of Eli Lilly in defeating a derivative demand following a settlement agreement with the Securities and Exchange Commission concerning FCPA issues; after the SLC determined it would not be in the company’s best interest to pursue claims, plaintiff filed a complaint challenging the adequacy of the SLC process; after limited discovery, plaintiff voluntarily dismissed the complaint
  • currently represent a special committee of the board of Corporate Property Associates 16 – Global (CPA 16), a publicly held, non-traded REIT in connection with shareholder litigation regarding CPA 16’s $4 billion merger with its affiliate, W. P. Carey Inc. (WPC); won dismissal of the complaint; plaintiff’s appeal is pending
  • in two separate actions, defeated minority shareholders’ TRO and preliminary injunctive motions to block majority shareholder’s $400 million stock transfer
  • obtained the dismissal of a derivative action against corporate directors relating to bonuses given to management in connection with sale of the company’s three operating divisions
  • defended directors against claim that due to self-interest, they had not obtained a sufficiently high price when selling company’s principal asset
  • obtained the dismissal of a derivative action challenging the board’s adoption of change in control agreements and other executive compensation packages as a breach of fiduciary duty.

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