Recovering an investment loss caused by fraud means proving what a company knew, when it knew it, and what it told the market instead. That work starts well before a complaint is filed.
The firm represents investors in federal securities class actions, shareholder derivative actions, and litigation arising from mergers and going-private transactions. Each matter begins with disclosure review, restatement and internal-control analysis, and a comparison of what a company told investors against what its filings, its regulators, and its competitors show.
What the firm litigates
Securities fraud class actions
Claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5, and under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 for false or misleading registration statements and prospectuses. Common fact patterns include revenue recognition and channel practices, undisclosed regulatory exposure, overstated demand, internal-control failures and restatements, and risk disclosures that described as hypothetical a risk that had already occurred.
Shareholder derivative actions
Claims brought on a corporation's behalf for breach of fiduciary duty, waste, and failures of oversight, including claims that a board failed to put any reporting system in place or consciously ignored known red flags.
Merger and going-private litigation
Whether shareholders received fair value through a fair process, disclosure claims arising from proxy and tender offer materials, and appraisal where it is available. Appraisal generally requires action before the shareholder vote, so timing matters.
Direct and opt-out actions
For investors whose losses are large enough that an individual case may produce a better result than remaining in the class. Opting out is a decision to make deliberately and early, because statutory time limits may continue to run while a class action is pending.
Who may have a claim
Securities fraud claims generally belong to investors who purchased or otherwise acquired securities while the alleged misstatements were affecting the price. Investors who only held shares during that period generally cannot bring those claims. Derivative claims are different: they are brought on the company's behalf, usually by shareholders who have owned their shares continuously.
Deadlines that matter
A lead plaintiff deadline applies only to an investor who wants to ask the court to lead the case. Class members do not need to do anything by that date to remain in the class. Three later steps do matter: a claim form is ordinarily required to receive money from a settlement; a class member who does not opt out by the deadline in the court's notice is bound by the result; and statutes of repose may bar individual claims even while a class action is pending. How lead plaintiff deadlines work.
How the firm works
Each matter is evaluated on whether a claim can be proven with admissible evidence before it is brought, using the same three-stage process that governs all of the firm's litigation: issue identification, legal evaluation, and litigation. Our method.
For institutional investors
Public pension funds, Taft-Hartley funds, and other institutional investors face distinct decisions when a portfolio company is sued: whether to seek appointment as lead plaintiff, whether to opt out, and how to document that the decision was made prudently. The firm advises institutions on those decisions.
