Rigrodsky & Long has recovered hundreds of millions of dollars on behalf of investors and achieved substantial corporate governance reforms in numerous cases, including those involving M&A class action litigation, shareholder derivative actions, and federal securities fraud litigation. Highlighted below are examples of just some of the results Rigrodsky & Long has accomplished on behalf of both individual and institutional investors in courts located throughout the United States.
M&A Class Action Litigation
Rigrodsky & Long achieved a settlement where defendants and their insurers agreed to pay $42.73 million to stockholders of CNX Gas Corporation. The parties reached settlement just days before the commencement of trial, after submission of pretrial briefing and extensive fact and expert discovery. The settlement was the largest settlement of a case challenging a merger in the Delaware Court of Chancery in 2013.
Rigrodsky & Long was lead counsel in this action, in which plaintiffs challenged a going-private transaction that closed in 2006. In 2013, plaintiffs and defendant Metrologic Instruments, Inc., in addition to the individual members of Metrologic’s board of directors, reached a partial settlement in exchange for a payment of $11.95 million. That partial settlement excluded parties alleged to be Metrologic’s controlling stockholders, and plaintiffs currently are continuing to press claims against those remaining entities, seeking additional cash consideration from them.
Rigrodsky & Long was lead counsel in this class action where, after nearly two years of litigation following the close of the transaction, defendants agreed to pay consideration of $14.3 million to resolve claims arising from a going-private transaction that had been approved by a majority of insider directors.
Rigrodsky & Long was lead counsel and one of the primary negotiators of a settlement that resulted in an additional $10 million paid to stockholders.
Rigrodsky & Long achieved a settlement whereby defendants agreed to pay additional consideration of $7,401,487, or more than $1.75 per unit of NTS Realty Holdings Limited Partnership.
Rigrodsky & Long achieved a settlement whereby defendants agreed to pay Mod-Pac Corp.’s stockholders an additional $2.4 million.
In re RAE Systems, Inc. Shareholders Litigation,
Consol. C.A. No. 5848-CS (Del. Ch.)
Substantially due to Rigrodsky & Long’s efforts, the stockholders of RAE Systems, Inc. received more than $13.1 million in additional consideration paid to them in connection with the acquisition of RAE by affiliates of Vector Capital III, L.P. and Vector Capital IV, L.P.
Rigrodsky & Long achieved a settlement where, after an injunction hearing, the parties settled for extensive modification to the terms of the challenged transaction. These modifications included: a “Fort Howard” press release; a twenty-day extension of the challenged tender offer; the agreement of certain officers who had entered into tender and support agreements to similarly support a better deal; a 22% reduction in the termination fee; a 40% reduction in the buyer’s matching rights; the creation of an independent committee to negotiate with bidders and approve offers free from the influence of the allegedly self-interested chief executive; and the imposition of a requirement that a majority of the disinterested stockholders tender in order for the deal to go through.
Rigrodsky & Long obtained a preliminary injunction that prohibited a stockholder vote on a merger until Lear Corporation made additional disclosures in its public filings. The company’s stockholders subsequently refused to approve the merger.
Rigrodsky & Long obtained a preliminary injunction that prohibited a merger vote until after The Topps Company, Inc. granted a competing bidder a waiver of its standstill agreement to make a tender offer, and allowed that bidder to communicate with the company’s stockholders about its bid and its version of events.
Rigrodsky & Long obtained a preliminary injunction that enjoined Complete Genomics, Inc. from enforcing a “don’t ask, don’t waive” provision of a standstill agreement that impermissibly restricted the Complete Genomics board’s statutory and fiduciary obligations to properly evaluate potential competing offers.
Rigrodsky & Long served as counsel for lead plaintiff Helaba Invest Kapitalanlagegesellschaft mbH (a European institutional investor) in a class action on behalf of the public shareholders of National Home Health Care Corp. After months of litigation, the parties reached a settlement by which additional, curative disclosures were made in National Home’s amended proxy statements and, after holding meetings with the company’s special committee and board of directors, Angelo Gordon agreed to pay an additional $1.35 per share, a financial benefit of more than $3.76 million to National Home’s shareholders. In addition, even after the merger agreement was approved, Rigrodsky & Long continued to advocate on behalf of shareholders, and Angelo Gordon agreed to allow the company to increase its next quarterly dividend, representing approximately $260,000 in additional value.
Rigrodsky & Long was lead counsel for plaintiff in this class action brought on behalf of the public shareholders of Converium Holding AG and holders of the company’s American Depository Shares against SCOR S.A. and Patinex AG in connection with SCOR and Patinex’s acquisition of Converium. As a result of the litigation, SCOR agreed to increase its offer price by 7.9%, or $259.6 million.
Securities Fraud Litigation
Rigrodsky & Long served as counsel for plaintiff and the class in a securities fraud lawsuit alleging that defendants made misrepresentations regarding valuation of the Evergreen Ultra Short Opportunities Fund’s net asset value, as well as the credit quality of the Fund’s underlying investments. The parties ultimately resolved the litigation, resulting in a $25 million cash payment to the class of injured investors.
Rigrodsky & Long served as counsel for lead plaintiff and the members of the class in this securities class action brought on behalf of all persons who purchased or otherwise acquired the publicly traded securities of MBNA Corp. Plaintiffs alleged that MBNA made certain misstatements in its public filings regarding its earnings. After substantial litigation, the parties settled the action, resulting in the creation of a $25 million fund to compensate injured investors.
Rigrodsky & Long served as counsel for lead plaintiffs Drywall Acoustic Lathing and Insulation Local 675 Pension Fund, Metzler Investment GmbH, and the members of the class in this securities class action. After extensive litigation efforts, the parties settled the lawsuits, resulting in the creation of a $6 million fund for the payment of investor claims.
In re Nevsun Resources Ltd.,
Case No. 1:12-cv-01845-PGG (S.D.N.Y.)
Rigrodsky & Long served as co-lead counsel in this federal securities class action brought on behalf of a class of U.S. shareholders of Nevsun Resources Ltd. against the Company and certain of its officers. Plaintiffs alleged that, during the class period, defendants made materially false and misleading statements by overstating the gold reserves at the Company’s Bisha Mine in Eritrea, Africa. On January 22, 2015, the Court approved a $5,995,000 cash settlement achieved in the litigation on behalf of the U.S. class of injured investors.
Yang v. Focus Media Holding Limited,
Case No. 1:11-cv-09051-CM (S.D.N.Y.)
Rigrodsky & Long was appointed lead counsel in a securities fraud lawsuit alleging that defendants made false and misleading representations to investors concerning certain of its acquisitions, as well as certain transactions between the company’s insiders and its subsidiaries, such as management’s purchase and subsequent sale of an interest in Focus Media’s Allyes subsidiary. After extensive negotiations, defendants agreed to pay $3,700,000 to the class to resolve the action.
Shareholder Derivative Litigation
Rigrodsky & Long was counsel for a large, European institutional investor in a shareholder derivative lawsuit brought against Lloyds Banking Group p.l.c. The lawsuit alleged that the directors of Lloyds violated their fiduciary duties to shareholders by failing to monitor the company’s compliance with federal and state banking laws in connection with alleged illegal transfers of funds in the United States on behalf of certain sovereign countries including Iran. After years of litigation and negotiations, Rigrodsky & Long, with the assistance of a leading industry expert, helped achieve significant corporate governance changes to ensure that the board of directors was more actively engaged in the monitoring of Lloyds’ money transfer businesses and compliance with federal and state banking rules and regulations.
Rigrodsky & Long was counsel for the City of Philadelphia Public Employees’ Retirement System in a lawsuit brought on behalf of the public shareholders of Chiquita Brands International, Inc. After years of litigation, Rigrodsky & Long helped achieve a settlement that provided substantial and important corporate governance reforms relating to the Chiquita board’s oversight and management of the company’s compliance with federal law involving Chiquita’s overseas business.
Rigrodsky & Long was counsel for the Manville Personal Injury Trust in this shareholder derivative action brought on behalf of Massey Energy Company against its board of directors and certain of its officers for breach of fiduciary duties arising out of the defendants’ alleged conscious failures to cause Massey to comply with applicable environmental and worker-safety laws and regulations. Rigrodsky & Long helped achieve a settlement that, among other things, required Massey to implement numerous corporate governance reforms to ensure that the board of directors became more actively involved in monitoring Massey’s compliance with all applicable worker-safety rules and regulations.
The federal court appointed Rigrodsky & Long lead counsel in this shareholder derivative action, which alleged that the directors of Chipotle Mexican Grill, Inc. violated their fiduciary duties by failing to prevent the company from allegedly hiring undocumented alien workers in violation of federal law. After almost two years of vigorous litigation, the parties agreed to a settlement that provided important corporate governance changes, including a requirement that the Audit Committee of the Chipotle board of directors receive regular reports regarding numerous separate means by which Chipotle would act in compliance with federal and state immigration laws.
Rigrodsky & Long brought a shareholder derivative case against the directors of The Children’s Place Retail Stores, Inc., which alleged that they had knowingly and/or recklessly made material misrepresentations in the company’s filings with the United States Securities and Exchange Commission and to the investing public concerning the company’s business and financial results. The lawsuit also alleged that the company’s former chief executive officer and director had violated certain internal control policies. After extensive litigation and negotiations, the parties agreed to resolve the lawsuit whereby the company agreed to make substantial corporate governance changes to prevent further violations of internal controls and accounting standards.