Vindicating the Public Interest through Civil Litigation.

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Most corporate insiders are faithful to their trust. Responsible civil litigation plays a crucial role in keeping many of them that way.

After three decades of representing corporations at the highest level (see Biography), I have dedicated the past 27 years to representing victims of corporate insiders, representing plaintiff shareholders in suits alleging breach of fiduciary duty.

I am solo. My office limits itself to about two cases at any time. In all my cases, I team up with larger firms as co-counsel, but I am actively involved, hands-on, in all my cases. (See Description of Practice).

This office is co-lead counsel in a current case challenging the largest real-estate merger of all time. Recently, the Delaware Supreme Court, reversing the Court of Chancery, upheld the Complaint I wrote as to a basic issue concerning proxy disclosure of the right of appraisal. See, In re GGP, Inc. Stockholder Litigation: Delaware Supreme Court Reverses Dismissal for Shareholders Seeking Appraisal in Merger with Preclosing Dividend, 136 Harv. L. Rev. 1260 (Feb. 2023). Following a year of intense discovery, the matter is now settled in principle for $42.5 million, subject to court approval.

I actively represented, in Delaware Chancery Court, the shareholder plaintiffs in a derivative suit challenging deceitful and costly boardroom intrigue by directors of the nation's largest public electric utility. The cash recovery in settlement, $27 million in 2017, was almost double that recommended by the mediator, a highly respected former Vice Chancellor.

As co-lead counsel, I represented, in Florida state court, a certified class of frozen-out minority shareholders of a NYSE corporation whose 54% parent corporation forced them out in a merger for an unfair price, employing an unfair process. After four years of fiercely fought litigation, in September 2015, the court approved a settlement in which my team obtained for the certified class a cash recovery of $36.5 million, over 25% of the merger price already paid when the merger closed. Cash recoveries in merger cases are extremely rare, and this one is a record for Florida courts, exceeding the previous record by 300%. I chaired the group of five lead counsel firms representing the victorious minority.

I represented derivative plaintiffs in the HealthSouth derivative cases in Alabama and Delaware state courts. The professional media have referred to In re HealthSouth as the "Granddaddy of All Derivative Suits" What's Next: the Plaintiff's Perspective -- The Granddaddy of All Derivative Suits and until then the most successful shareholders' derivative litigation of all time.

Other highlights include (See Judicial Decisions):

• Proving at an eleven-day bench trial (May 2009) that Richard Scrushy directed the accounting fraud at HealthSouth, and winning a $2.89 billion judgment against him based on his breach of fiduciary duty. This is believed to be the largest judgment against an individual in American history. The judgment, comprised entirely of proven economic (not punitive) damages, was affirmed by the Alabama Supreme Court (February 2011). Thus far, $40 million of this judgment collected, bringing to $110 million the total collected from Mr. Scrushy personally in three derivative suit judgments won on the merits; each of the three judgments were upheld by the high court of Delaware or Alabama.

• Recovering (2009) $133 million in a cash settlement on the verge of trial from a Swiss-based investment bank based on a claim of aiding and abetting the wrongdoing at HealthSouth. This brought to $340 million the total recovered for and on behalf of the corporation, setting a record for cash recoveries in a shareholders' derivative suit in any American jurisdiction.

• Prosecuting (2004-2009) and, after overcoming motions to dismiss (2009), settling (2010) a major derivative suit on behalf of the nation's leading insurance broker corporation against certain of its fiduciaries for alleged failure of oversight that enabled a kickback scheme to rage for seven years. The suit and its settlement were a material factor in securing payment of $205 million by insurers to the corporation.

• Winning (2006) and collecting (2007) a $52.8 million judgment against Richard Scrushy in Alabama, requiring him to give back incentive bonuses he received as CEO based on unjust enrichment theory. This is the first time that any American jurisdiction ever required a CEO to return incentive bonuses to his corporation, an excellent precedent for American corporate governance.

• Winning (2004) and collecting (2005) an $18 million judgment against Richard Scrushy in Delaware based on an insider transaction; persuading the Court of Chancery to utilize the rare remedy of rescission, soon thereafter upheld on appeal by the Delaware Supreme Court.

• Successfully challenging as unfair the price offered to minority shareholders of a regional insurance company in a force-out merger. Suit succeeded in obtaining 25% above the announced offer price.

• Winning a contested class certification and judgment on behalf of class of forced-out minority shareholders of a public New Jersey corporation; judgment added 60% to merger price class would have received. Won contested motion to enforce a settlement agreement.

• Winning a contested class certification and a summary judgment as to liability on behalf of a class of forced-out minority shareholders of a private Delaware corporation. Recovery added 55% to merger price the class received.

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