Cases
Representative Matters: Trial
Represented principal defendant in Florida state court trial of numerous fraud
alter ego claims asserted in the wake of a failed $100 million real estate transaction. Plaintiff was a major New York investment fund. Obtained defense verdict on all fraud claims.
Represented REIT in Maryl
state court trial of claims for finders fee on $200 million financing transaction
on appeal obtained reversal of lion's share of plaintiff's verdict.
Represented major insurer as plaintiff in South Carolina federal court trial of claims concerning certain business losses sustained by insurer based on cancellation of conference due to Hurricane Hugo. Obtained plaintiffs' verdict on all claims.
Represented corporate defendant in Georgia federal court trial of claims asserted by sales representative for commissions.
Representative Securities
Shareholder Cases
Defended
successfully resolved suits against REIT
its directors in multiple state
federal courts filed in three courts. Suits asserted putative class action direct
derivative claims concerning an announced merger transaction. The breach of fiduciary duty claims asserted against our clients include allegations concerning certain terms of the merger agreement, the adequacy of the merger consideration, the process by which the merger was agreed upon
the adequacy of disclosures made concerning the merger. The federal court suit also alleged violations of Sections 14(a)
20(a) of the Exchange Act. Won numerous motions in these cases prior to the closing of the merger transaction. The litigation was resolved on terms our clients found favorable.
Defended REIT
corporate directors in state
federal court putative class action
derivative suits filed concerning an announced merger transaction. The complaints alleged, among other things, that the merger agreement was the product of breaches of fiduciary duty by the directors of the company to be acquired because the merger purportedly did not provide for full
fair value for its shareholders, the merger allegedly was not the result of a competitive bidding process, the merger agreement allegedly contained coercive deal protection measures,
the merger agreement
the merger purportedly were approved as a result of improper self-dealing by certain individual defendants. Each of the actions also attacked the adequacy of disclosures made concerning the merger. The litigation was resolved on terms our clients found favorable.
Defended
obtained a voluntary dismissal of putative class action suits filed in the wake of an announced merger transaction where aiding
abetting breach of fiduciary duty claims were asserted against our client, the acquiring corporate entity. The breach of fiduciary duty claims asserted allege that the joint proxy statement filed with the Securities Exchange Commission (the SEC ) concerning the merger transaction were inadequate
failed to provide certain material information in connection with the Proposed Transaction.
Defended REIT
corporate directors in multiple state
federal court putative class action
derivative suits filed concerning an announced merger transaction. The complaints alleged, among other things, that the merger agreement was the product of breaches of fiduciary duty by the directors of the company to be acquired because the merger purportedly did not provide for full
fair value for its shareholders, the merger allegedly was not the result of a competitive bidding process, the merger agreement allegedly contained coercive deal protection measures,
the merger agreement
the merger purportedly were approved as a result of improper self-dealing by certain individual defendants. Each of the actions also attacked the adequacy of disclosures made concerning the merger. The federal court actions also alleged violations of Sections 14(a)
20(a) of the Exchange Act. The litigation was resolved on terms our clients found favorable.
Represented a public REIT, the Acquisition Target Company,
certain of its former directors in this class action alleging violations of Sections 11, 12(2)
15 of the Securities Act of 1933, Sections 14(2)
20 of the Securities Exchange Act,
ERISA, as well as claims for alleged breaches of fiduciary duty. The Court granted in part
denied in part Defendants' motion to dismiss
granted in substantial part
denied in part Defendants' summary judgment motion. The Court granted Defendants' motions as to all ERISA claims
as to a substantial portion of the securities
breach of fiduciary duty claims. The case settled on terms the client found favorable on the eve of trial.
Represented a public company in a formal investigation conducted by the Securities
Exchange Commission in the face of two successive financial restatements. This investigation resulted in no adverse findings or action by the Commission
has since been officially closed.
Represented a public company in litigation filed in the wake of the company's announcement of an internal investigation into potential issues related to the dating of stock options granted to corporate employees.
Represented a major manufacturer
distributor of towing vehicles
its directors
officers in related state
federal securities class actions alleging violations of the Securities Exchange Act
state Blue Sky statutes. The Tennessee state court dismissed all claims based on our motion to dismiss on behalf of all Defendants,
the Tennessee Court of Appeals affirmed. The Tennessee Supreme Court denied the Plaintiffs' petition for certiorari. The federal court granted our motion for summary judgment
entered judgment for Defendants on all issues, including accounting-related allegations. Plaintiffs did not appeal.
Represented former officers
directors of failed savings & loan institution sued by the RTC on breach of fiduciary duty claims through early motions practice
discovery. Litigation was resolved on terms clients found favorable.
Represented former officer, director
major shareholder of failed banking institution sued on breach of fiduciary duty claims. Litigation was resolved on terms clients found favorable.
Represented various former officers
directors of several additional failed banking institutions sued by FDIC or RTC on breach of fiduciary duty claims. Litigation included extensive motions practice
discovery.
Represented a public company
several of its officers
directors in class action cases filed in the wake of a substantial stock price drop based on recent newspaper articles.
Represented a public company
several of its officers
directors in Illinois class action
shareholder derivative cases filed in the wake of substantial stock price drop following announcement of disappointing earnings results. Litigation predated PSLRA
involved special litigation committee work
report, as well as litigation concerning committee's conclusions.
Represented a public company in federal class action securities
derivative litigation filed in Georgia in the wake of substantial cost overruns on large project
subsequent stock price drop. Litigation predated PSLRA
involved special litigation committee work
report, as well as litigation concerning committee's conclusions.
Represented a public company
several of its officers
directors in Maryl
class action cases filed in the wake of announcement of strategic merger transaction. Litigation was settled on terms the corporate client found favorable.
Representative Law Firm Representations
Represented Atlanta office of regional law firm under investigation by federal agency.
Advised Atlanta office of national law firm concerning potential conflict of interest with existing litigation client concerning potential evidentiary spoliation issues.
Represented national law firm
partner in Georgia litigation filed by heirs of musical recording artist. Claims asserted include professional malpractice, fraud
conspiracy. Two cases are currently pending.
Represented major Atlanta law firm in Oregon
Texas litigation filed by former client concerning failed IPO. Claims asserted included professional malpractice, fraud
conflicts claims. Obtained voluntary dismissal of Oregon suit on jurisdictional grounds. Resolved Texas suit on a negotiated basis
Represented Atlanta law firm in Georgia federal bankruptcy adversary proceeding filed by trustee of law firm's failed client. Resolved suit on a negotiated basis.
Represented several other major law firms sued by former clients or bankruptcy trustees of former clients, alleging professional malpractice
other theories of liability
claiming as much as $250 million in deepening insolvency damages.
Hired by numerous major law firms in New York, Texas, Georgia
elsewhere to make lawyer liability presentations.
Hired by major New York law firm to review
advise the firm on its internal new Sarbanes-Oxley policy.
Hired by Association of Corporate Counsel to draft white paper subsequently circulated to entire membership of more than 15,000 in-house lawyers.
Representative Business Cases
Frequently represented national REIT on challenging litigation with critical business goals, achieving either prompt restoration which met these goals or won litigation outright.
Represented national accounting firm for professional malpractice in Florida state court following failure of accounting firm's rental car company client. Numerous issues concerning the accounting firm's audit
accounting services performed over several years were at issue. Damages alleged exceeded $100 million.
Was a member of the small group of lawyers working with the Examiner in the Enron bankruptcy to review, analyze
report on all persons
entities under examination, including Arthur Andersen. Work in both respects involved extensive analysis of accounting issues critical to the examination of the SPE transactions
Represented REIT in defense of a putative class action filed by former Governor Roy Barnes in Cobb County, Georgia concerning REIT's gift card program. Obtained Georgia appellate decisions dismissing all claims asserted under Georgia's Unclaimed Property Statute.
Represented REIT in defense of litigation contesting REIT's right to further develop the Phipps Plaza property - a major retail mall. This case is currently pending in the Georgia Court of Appeals
Represented global financial services company in a Michigan state court action filed by investors concerning life insurance policies. Obtained dismissal of all claims asserted against client.
Represented affiliates of global financial services company in a putative Maryl
class action. Obtained stipulated dismissal of all claims.
Representative Accountant Liability Representations
Represented national accounting firm in defense of fraudulent-misrepresentation
aiding-
-abetting claims filed by purchaser of car-rental company previously audited by client accounting firm.
Appointed by bankruptcy court to analyze
prepare report concerning potential claims against national accounting firm arising from its participation in transactions involving special-purpose vehicles. Debtor was an international energy corporation that sustained highly publicized financial losses in 2001.
Prevented national accounting firm from being involved in pending Delaware state court litigation through the strategic resolution of several issues.
