Disappointed shareholders often claim to have been misled by allegedly false or misleading statements. The U.S. Securities & Exchange Commission frequently investigates these allegations. We have represented issuers, officers and directors in numerous shareholder class actions and individual claims. We also have represented companies and individuals in informal and formal SEC investigations and enforcement actions. Our firm also defends brokers/dealers and their registered representatives in claims alleging violations of the securities laws.
Our attorneys help drive solutions that matches client needs and the nature of the dispute. Because these suits often implicate complex economic, financial, and insurance issues, we assemble a service team designed to address the range of considerations that securities litigation invariably implicates.
- Successfully defended publicly traded banks in shareholder class action relating to allegedly inadequate proxy disclosures. The court dismissed the case on the pleadings.
- Successfully defended an inventory management firm against Rule 10b-5 claims in In re Delphi Securities, ERISA, and Derivative MDL (E.D. Mich.). After our client's motion to dismiss was fully briefed, the plaintiff class voluntarily dismissed its claims against our client.
- Represented mid-cap manufacturing firm in SEC insider trading investigation involving numerous senior company officers, and counseled our client on related insurance, indemnity, employment and shareholder considerations.
- Defended a publicly traded Internet commerce company and its directors against charges of securities fraud and breach of fiduciary duty. The Kentucky federal court considered state securities fraud issues of first impression. The court granted our client's motion in part and dismissed almost all of the state law securities fraud claims in a published opinion on the premise that the complaint failed to meet the heightened pleading standards required by the Private Securities Litigation Reform Act of 1995 (PSLRA) and the Securities Litigation Uniform Standards Act of 1998 (SLUSA). Further, the court rejected the "direct seller" claims asserted by the plaintiffs because all shares were purchased in "aftermarket" transactions. The firm successfully resolved the claims soon thereafter.
- Secured a dismissal for a high-tech medical fabric company that was sued for alleged Rule 10-b(5) fraud violations in a putative class action. We secured a dismissal on the grounds that the plaintiffs had failed to state a claim upon which relief could be granted under Federal Rules 9(b) and 12(b)(6).
- Represented an acquirer against securities fraud and franchise tort claims brought by franchisees when our client was acquired. Stites & Harbison resolved the matter to the satisfaction of our client, and the acquisition was a success.
- Represented a company that had syndicated its assets in connection with an investor's suit claiming securities fraud in connection with the private offering of shares. After taking the deposition of the plaintiff, we were successful in securing summary judgment on all claims.
- Investigated claims asserted by preferred shareholders against a publicly-traded company arising from disclosures connected with the interpretation of the conversion provisions of a preferred share subscription agreement upon the occurrence of a reverse stock split, and a later public offering.
On August 20, 2018, the Securities and Exchange Commission (the “SEC”) announced that it adopted amendments to Rule 15c2-12 of the Securities Exchange Act of 1934, as amended (the “Rule”).