Representative Experience

Class Actions

• Urman et al. v. Novelos Therapeutics, Inc. et al., (D. Mass.): Argued successful motion to dismiss “fraud on the market” case  
• Moelis v. Berkshire Life Insurance Company, 451 Mass. 483 (2008):  Successfully defended life insurance company in class action regarding vanishing premium policies; defeated class certification; affirmed by the Supreme Judicial Court of Massachusetts 
• Hartsell v. The Vanguard Group et al. (Del. Supr. Ct):  Defended investment advisor of mutual funds and certain of its officers in shareholder class action alleging breach of fiduciary duty, negligence and waste stemming from the funds’ investment in publicly-traded foreign online gambling corporations. Obtained dismissal in Chancery Court. Affirmed on appeal by the Delaware Supreme Court 
• Massachusetts Mutual Life Insurance Company v. Residential Funding Company, LLC (D. Mass.):  Obtained dismissal of several clients in mortgage-backed securities case   
• Sekuk Global Enterprises v. KVH Industries, Inc. et al. (D. R.I.):  Defended issuer in “fraud on the market” case concerning revenue recognition; case settled 
• Fener v. Aspen Technology, Inc. et al. (D. Mass.):  Successfully defended former Chief Executive Officer in “fraud on the market” case concerning revenue recognition 
• Gut et al. v. Hudson Savings Bank et al. (Mass. Super. Ct.):  Defended acquiring company and merged entity against claims for breach of fiduciary duty, excessive executive compensation and underpayment for shares of target; defeated motion to enjoin merger; case settled 
• Wells, et al.  v. Monarch Capital Corp., Monarch Life Ins. Co., et al. (D. Mass.):  Represented life insurance company and officers in defense of federal securities class action; case settled 
• Boyle v. Merrimac Bancorp, Inc., et al. (D. Mass.):  Represented former president of bank in defense of federal securities class action; case settled 
• Hurley, et al. v. Federal Deposit Insurance Corp., et al., 719 F. Supp. 27 (D. Mass. 1989):  Represented bank and officers in defense of federal securities class action; case settled 
• Konstantinakos, et al. v. Federal Deposit Insurance Corp., et al., 719 F. Supp. 35 (D. Mass. 1989):  Represented bank and officers in defense of federal securities class action; case settled 
• Van de Velde, et al. v. Coopers & Lybrand, 899 F. Supp. 731 (D. Mass. 1995):  Represented audit firm in defense of federal securities class action; case settled 
• Estate of Quisenberry v. Alere Medical, Inc. et al. (Cal. Super Ct.):  Defended target and directors and officers against claim by shareholders of misleading disclosures concerning merger

Shareholder Derivative Suits

• In re Progress Software Derivative Litigation (D. Mass.):  Represented corporation at onset of stock option derivative case and secured dismissal of complaint on demand grounds 
• Chrysogeles v. CACI International, Inc., et al. (Delaware Chancery Court):  Represented corporate defendant in direct and derivative litigation involving claims of breach of fiduciary duty arising out of contest for control; case settled 
• Katz v. Swersky and Berman, et al. (Delaware Chancery Court):  Obtained dismissal of shareholder derivative action as well as direct fiduciary duty claims 
• Mehrvar v. Van Heyningen and Spratt, et al. (R.I. Super. Ct.):  Defended board members and officers against claim that improper revenue recognition damaged the company, including by causing a securities fraud class action to be brought against it; case settled 
• Ji v. Van Heyningen and Spratt, et al. (D. RI):  Defended board members and officers against claim that improper revenue recognition damaged the company, including by causing a securities fraud class action to be brought against it; case settled 
• Caviness v. Evans, et al. (D. Mass.):  Successfully defended former Chief Executive Officer and Chairman of public company in a derivative suit alleging violations of state and federal law arising from alleged improper revenue recognition of software licensing contracts 
• Software Holdings, Ltd. v. Joseph Frye, et al. (Mass. Super. Ct.):  Prosecuted shareholder derivative suit in the name of a Guernsey corporation to recover value diverted by insiders’ self-dealing sale of subsidiaries; case settled 
• McBrearty v. Vanguard, et al. (S.D.N.Y.):  Achieved dismissal of RICO complaint alleging investments by mutual funds in illegal offshore gambling operations; affirmed by Second Circuit 
• Hartsell v. Vanguard, et al. (Delaware Chancery Court; affirmed by Delaware Supreme Court; cert. denied by U.S. Supreme Court):  Achieved dismissal of derivative suit alleging breach of fiduciary duty based on investments by mutual funds in violation of the Illegal Gambling Business Act

Corporate Governance/Shareholders’ Rights/Disclosure Cases

• Karmaloop, Inc. v. Allen Sneider v. Karmaloop, Inc., Greg Selkoe and Christopher Mastrangelo (Mass. Super. Ct.): Currently representing minority shareholder of internet start-up on claims against insiders for freeze-out and improper dilution  
• Massachusetts Mutual Life Insurance Company v. Residential Funding Company LLC, et al. (D. Mass.):  Defending sponsor of mortgage-backed securities against disclosure claims of purchaser  
• Mary Morgan v. Voyence, Inc. (Delaware Chancery Court):  Defending EMC Corporation in shareholder appraisal action arising out of merger 
• Triumph - Connecticut Limited Partnership, et al. v. Ascent Pediatrics, Inc. (Mass. Super. Ct.):  Obtained summary judgment for public pharmaceutical company against claim that warrant holders’ pay-out rights were triggered by merger; affirmed by Massachusetts Appeals Court 
• DaSilva v. Coffee Connection and Starbucks (Mass. Super. Ct.):  Defended two founders of Coffee Connection against claims of fraud in the purchase of company stock from third founder prior to acquisition by Starbucks Corporation; case settled 
• Cambridge Biotech Corp., et al. v. Cambridge Diagnostics Ireland, Ltd., et al. (Mass. Super. Ct.):  Defended claims that corporate president, board member and minority shareholder acted beyond their authority and breached fiduciary duties by causing the company to sublicense patented technology; case settled 
• Hollander v. Jenkins and Orion Research Inc. (D. Mass.):  Represented company and Chief Executive Officer in proxy contest litigation under the Securities Exchange Act; case settled 
• Watchmark Corp. v. Argo Global Capital LLC et al. (Delaware Chancery Court):  Defended preferred shareholder in declaratory judgment action seeking to alter charter rights 
• GSM Capital Limited Partnership v. Watchmark Corp. (Delaware Chancery Court):  Obtained multi-million dollar settlement for shareholder asserting appraisal rights 
• Wingstop Holdings, Inc. et al. v. Restaurants International, Inc. et al., (Mass. Super. Ct.):  Obtained favorable settlement for minority shareholder in direct and derivative claims against controlling shareholder for self-dealing, breach of fiduciary duty, dilution and waste 
• Harder Pharmaceutical, L.P. et al. v. Copley Pharmaceutical, Inc. (SDNY):  Represented plaintiff venture capital investors in securities claim relating to buy-back of stock prior to company IPO, achieving a settlement of $11.4 million 
• Moore v. America Service Group, Inc. et al. (D. Del.):  Achieved multi-million dollar settlement for minority shareholder/founder of health services company who was defrauded during buy-out by insiders  

Arbitrations

• Merrill Lynch et al. v. Morgan Stanley et al. (NASD No. 07-387):  Defended brokers against claims for conversion and unfair competition; obtained favorable award
• Wachovia Securities LLC v. Morgan Stanley et al. (FINRA No. 07-01736):   Defended brokers against raiding claim; obtained favorable award 
• Biotechnology Company. v. Broker Dealer (FINRA No. 10-00656): Represented customer in complaint regarding auction-rate securities; case settled  
• Rajesh Idnani et al. v. Venus Investment Partners LLC et al. (AAA Case No. 11 148 Y 02235 06):  Defended hedge fund manager against investors’ misrepresentation claims; obtained favorable award