Class and Derivative Actions
Shareholder Derivative Actions
We represent target companies, bidders, and officers and directors in connection with a full range of shareholder derivative actions.
- Howard v. Stiritz, et al. (Mo. Cir. Ct.) Defending Ralcorp and its directors in shareholder derivative action claiming breach of fiduciary duty in connection with Ralcorp's refusal to negotiate a proposed acquisition by ConAgra Foods, Inc.
- In re K-V Pharm. Co. Derivative Action (S.D.N.Y.) Acted as lead counsel for director-officer defendants in derivative action asserting claims of breach of fiduciary duty, unjust enrichment, and violation of federal securities laws by the defendants in connection with alleged back-dating of stock options and the expensing of such options in the Company’s financial statements and SEC filings between 1995 to 2003.
- In re H&R Block ("Block”) Secs. Litig. (W.D. Mo.) Defended shareholder suits filed against the company and several of its senior management for purported securities fraud in relation to the company's restatement of financial earnings. Suits were consolidated into a single class action; dismissed by the court and affirmed by the 8th Circuit on appeal.
- In re DHB Indus., Inc. Class Action Litig. and In re DHB Indus., Inc. Derivative Action Litig. (E.D.N.Y.) Represented DHB Industries, Inc. in multiple securities fraud class actions and a derivative action arising out of an alleged massive accounting fraud, which included claims of breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment.
- In re James River Group, Inc. Consol. S’holders Litig. (Del. Ch. Ct.) Represented James River Group, Inc. and its directors in a class action lawsuit alleging breach of fiduciary duty arising out of the proposed sale of the company for $575 million to the D.E. Shaw Group, a private equity firm.
- In re Am. Italian Pasta Co. Secs. Litig. (W.D. Mo. and Mo. Cir. Ct.) Represented the CEO of AIPC in seven separate lawsuits filed against the directors and officers of AIPC and Ernst & Young, LLP for alleged violation of the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act.
- In re Am. Italian Pasta Co. S’holder Litig. (Del. Ch. Ct. and Mo. Cir. Ct.) Represented Ralcorp Holdings, Inc. in class actions seeking to block tender offer to acquire AIPC. Defeated temporary restraining order motions in Jackson County; settlement of Delaware class actions pending.
- Unigraphics Solutions, Inc. S’holder Litig. (C.D. Cal. and Del. Ch. Ct.) Defended Unigraphics and its CEO in class and derivative actions filed after announcement of Unigraphics offer to buy remaining shares of public company.
- SRZ, Inc. v. Sullivan and Applied Digital Solutions, Inc. (Mo. Cir. Ct.) Defended corporation in a shareholder derivative action arising out of press releases regarding revenues.
- Levy v. Southbrook Int’l Invs., Ltd. (S.D.N.Y.) Defended derivative action favorably resolving application of Section 16(b) of the Securities Exchange Act of 1934 to convertible preferred stock with caps on right to convert.
- In re Barnes & Noble S’holder Derivative Litig. (Del. Ch. Ct.) Representing three Barnes & Noble, Inc. officers and directors in a lawsuit challenging the company’s decision to acquire a privately-held company owned by Chairman.
- Advantage Partners v. Borland (Ky. Cir. Ct.) Represented metal manufacturing company defendant in derivative suit alleging breach of fiduciary duty by defendant and its directors relative to consideration to be paid to plaintiff shareholders in association with defendant's proposed merger.
- Schutt Irrevocable Family Trust vs. NAC Int’l, (Ga. Super. Ct.) Represented company in suit seeking to enjoin a merger transaction and alleging numerous breaches of fiduciary duty by directors and officers that the named plaintiffs thought the company should pursue derivatively. Defeated the motion to enjoin the transaction and secured dismissal of entire derivative suit; upheld by Georgia Court of Appeals.
- McDonnell Douglas Corp. S’holder Derivative Litig. (E.D. Mo.) Represented company and directors in shareholder derivative action arising out of various government defense contracts; dismissed by plaintiffs following special litigation committee report.
- McDonnell Douglas Corp. S’holder Litig. Represented company in shareholder class action arising out contracts surrounding C-17 transport aircraft; dismissed by plaintiffs.
- In re NetRatings, Inc. Consol. S’holder Litig. (Del. Ch. Ct.) Represented public company and board members in connection with class action and derivative lawsuits involving breach of fiduciary duty claims in connection with sale of the company.
- Seidl & Gomes v. Am. Century Cos. (W.D. Mo.) Representing American Century Companies and their officers and directors in two derivative actions which challenge investments made by the mutual funds.
- Murphy, Randolph, Price & Ross-Williams v. Sprint Nextel Corp. (D. Kan. and Dist. Ct. of Johnson Cnty., Kan.) Representing the independent directors of Sprint Nextel in connection with multiple derivative actions challenging Sprint’s various business decisions.
- Class and Derivative Actions