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Rigrodsky & Long, P.A.
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Wilmington, DE 19803
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Rigrodsky & Long, P.A.
825 East Gate Boulevard
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Garden City, NY 11530
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Firm Résumé

Firm Résumé

Rigrodsky & Long, P.A. (the “Firm”), is a law firm that focuses on the representation of institutional and individual investors and consumers in class action and shareholder derivative litigation involving securities laws, corporate law, the Employees Retirement Income Security Act (“ERISA”), the Fair Labor Standards Act (“FLSA”), and consumer fraud statutes.  The Firm’s offices are located in Delaware and New York.  The Firm regularly practices before state and federal courts located throughout the United States.  The Firm’s attorneys have decades of experience litigating complex corporate and class action lawsuits.

Our mission is to provide legal services of the highest quality through the dedicated efforts of a team of highly skilled professionals and support staff working together and drawing upon significant expertise and experience.  As discussed below in the “Select Firm Accomplishments” section, during just five years of its existence, the Firm has achieved precedent-setting victories for thousands of victims of corporate wrongdoing.

Firm’s Professionals

Seth D. Rigrodsky, a shareholder in the Firm, has over nineteen years of legal experience.  Mr. Rigrodsky is a magna cum laude graduate of both Brandeis University and the Georgetown University Law Center.  While at Georgetown, he served as Articles Editor of the Georgetown Law Review.  Mr. Rigrodsky began his legal career as a law clerk to the Honorable Andrew G.T. Moore, II, of the Delaware Supreme Court.  Following his clerkship, Mr. Rigrodsky was associated with the law firms of Wachtell, Lipton, Rosen & Katz in New York City, and Morris, Nichols, Arsht & Tunnell in Wilmington, Delaware, where he concentrated his practice on corporate and complex business litigation.  In 1994, Mr. Rigrodsky joined Morris and Morris in Wilmington, Delaware, where he became a partner beginning in January 2000, and represented investors in numerous federal and state class and shareholder lawsuits. Mr. Rigrodsky joined the law firm Milberg LLP in 2001 and founded its Delaware office.  Mr. Rigrodsky is a member of the bars of the States of Delaware and New York, the United States District Courts for Delaware and the Southern District of New York, and the United States Courts of Appeals for the Second, Third, and Fourth Circuits.

Among the significant cases in which Mr. Rigrodsky participated at Morris and Morris are: Orman v. America Online, Inc., Civ. Action No. 97-264-A (E.D. Va.) ($35 million settlement of class securities fraud litigation); In re Merrill Lynch Sec. Litig., Civ. Action No. 94-5343 (DRD) (D.N.J.) (Nasdaq Market Makers securities fraud litigation); In re Columbia Gas Sec. Litig., Consol. Civ. Action No. 91-357 (D. Del.) ($36.5 million settlement of class securities fraud litigation); Schaffer v. Nat’l Medical Enterprises, Inc., Civ. Action No. 93-5224 TJH (BX) (C.D. Cal.) ($11,650,000 settlement of class securities fraud litigation).  Among other things, while at Milberg Weiss, Mr. Rigrodsky was one of the plaintiffs’ lead trial counsel in In re The Walt Disney Co. Derivative Litig., Consol. C.A. No. 15452 (Del. Ch. 2005), a 37-day trial involving allegations that the Walt Disney Company’s directors breached their fiduciary duties in connection with the hiring and firing of Michael Ovitz, and the payment a package of benefits that was worth approximately $140 million.  Also, while at Milberg, Mr. Rigrodsky did extensive work on the following securities class action litigations: In re Deutsche Telekom AG Sec. Litig., No. 00 Civ. 9475 (SHS) (S.D.N.Y.) ($120 million settlement of securities class action litigation); and In re Charter Comm., Inc. Sec. Litig., MDL Docket No. 1506 (CAS) ($146,250,000 settlement of securities class action litigation).

Since co-founding the Firm in 2006, Mr. Rigrodsky has served as co-chair of the plaintiffs’ Executive Committee in In re Lear Corp. S’holders Litig., Consol. C.A. No. 2728-VCS (Del. Ch.), in which plaintiffs successfully obtained a preliminary injunction enjoining a shareholder vote on a proposed merger pending the issuance of remedial and supplemental disclosures.  Mr. Rigrodsky also served a Co-Lead Counsel for plaintiffs in In re The Topps Co., Inc. S’holders Litig., Consol. C.A. No. 2786-VCS (Del. Ch.).  After Mr. Rigrodsky made the argument for plaintiffs, the Delaware Court of Chancery issued a landmark decision granting plaintiffs’ injunction motion.  926 A.2d 58 (Del. Ch. 2007).  The Court enjoined the merger vote until after Topps granted the competing bidder The Upper Deck Company (“Upper Deck”) a waiver of the standstill agreement to make a tender offer, and allowed Upper Deck to communicate with Topps’ stockholders about its bid and its version of events.  Among significant securities fraud class action cases Mr. Rigrodsky participated in at the Firm include: In re MBNA Corp. Sec. Litig., C.A.No. 05-272 (GMS) (D. Del) and In re Molson Coors Brewing Co. Sec. Litig., Consol. C.A. No. 05-294 (GMS) (D. Del.).  In the MBNA litigation, Mr. Rigrodsky represented institutional plaintiffs Activest Investmentgesellschaft mbH’s and Société Générale Securities Services Kapitalanlagegesellschaft mbH and assisted in securing a $25 million fund for the benefit of MBNA Corporation shareholders.  In the Molson Coors matter, Mr. Rigrodsky assisted in securing a $6 million settlement fund on behalf of plaintiffs Metzler Investment GmbH, Drywall Acoustic Lathing and Insulation Local 675 Pension Fund, and the other shareholders of Molson Coors Brewing Co.

Brian D. Long, a shareholder in the Firm, has over eleven years of experience representing plaintiffs in complex class action litigation in state and federal courts throughout the nation.  Mr. Long is a graduate of Franklin & Marshall College in Lancaster, Pennsylvania, and of the Duquesne University School of Law in Pittsburgh, Pennsylvania.  Upon graduation from law school, Mr. Long was associated with the firm of Roda & Nast, P.C., also in Lancaster, where he litigated mass tort, consumer fraud, and antitrust class action litigation.  After three years at Roda & Nast, Mr. Long moved to the Wilmington, Delaware office of Chimicles & Tikellis, LLP.  While at the Chimicles firm, Mr. Long focused his practice on litigating both transactional and shareholder derivative cases in the Delaware Court of Chancery.  In addition to litigating that firm’s proprietary cases, Mr. Long also gained valuable experience serving as local counsel to out-of-town firms.  In March of 2005, Mr. Long moved to the Wilmington office of Milberg LLP, where he represented both institutional and individual investors in complex corporate litigation.  Mr. Long became a shareholder of the Firm upon its founding in August 2006.  Mr. Long is admitted to practice before the bars of the State of Delaware and the Commonwealth of Pennsylvania.  He also is admitted to practice in the United States Court of Appeals for the Third Circuit and the United States District Courts for the Eastern and Western Districts of Pennsylvania and the District of Delaware.

Among the significant cases in which Mr. Long recently has participated are In re MBNA Corp. Sec. Litig., C.A.No. 05-272 (GMS) (D. Del.) and In re Molson Coors Brewing Co. Sec. Litig., Consol. C.A. No. 05-294 (GMS) (D. Del.).  Mr. Long also has experience assisting in the representation of securities fraud plaintiffs in collateral proceedings in the United States Bankruptcy Court for the District of Delaware.

Timothy J. MacFall, is a partner in the Firm and has more than twenty five years of legal experience.  Mr. MacFall is a cum laude graduate of Brooklyn College of the City University of New York and a graduate of Brooklyn Law School.  Upon his graduation from law school, Mr. MacFall served as an Assistant District Attorney in the Narcotics Bureau of the Kings County District Attorney’s Office.  In 1987, he joined the Immigration & Naturalization Service as a Trial Attorney in the Alien Criminal Apprehension Program.  Mr. MacFall was subsequently cross-designated as a Special Assistant United States Attorney for the Eastern District of New York, Criminal Division.  In 1988, Mr. MacFall was appointed as a Special Assistant United States Attorney in the Civil Division of the United States Attorney’s Office for the Southern District of New York.  As a government attorney, Mr. MacFall tried numerous cases to verdict and argued more than a dozen cases before the United States Court of Appeals for the Second Circuit.  Mr. MacFall has focused his practice primarily on complex class action litigation in state and federal courts since 1992, when he became associated with the firm Harwood Feffer.  Mr. MacFall was subsequently associated with the Law Offices of Curtis V. Trinko, LLP, where he became a partner in 1994.  In 2000, Mr. MacFall became of counsel to Bernstein Liebhard LLP.  He became a partner at Bernstein Liebhard LLP in 2005, representing individual investors, union pension funds, and state pension funds in transactional and federal securities class actions.  Mr. MacFall joined Rigrodsky & Long, P.A. in April 2009.  Mr. MacFall is a member of the bar of the State of New York and is also admitted to practice in the United States District Courts for the Southern and Eastern Districts of New York, the District of Colorado, and the United States Court of Appeals for the Second Circuit.

Among the securities class action litigations in which Mr. MacFall has had significant involvement are: In re Marsh & McLennan Companies, Inc. Sec. Litig., C.A. No. 04-CV-08144 (CM) (S.D.N.Y. 2009) ($400 million cash settlement); In re Royal Dutch/Shell Transport Sec. Litig., C.A. No. 04-374 (JAP) (D.N.J. 2008) (minimum value to the class of U.S. shareholders of $130 million, with a potential value of more than $180 million, in addition to a $350 million European settlement for which the U.S. litigation was recognized as a “substantial factor”); In re Cigna Corp. Sec. Litig., Master File No. 2:02-CV-8088 (E.D. Pa. 2006) ($93 million cash settlement); In re Taser Int’l, Inc. Sec. Litig., No. C05-0115-PHX-SRB (D. Ariz. 2006) ($20 million cash settlement); In re Terayon Commc’n Sys., Inc. Sec. Litig., Master File No. C-00-1967-MHP (N.D. Cal. 2006) ($15 million cash settlement); In re Take-Two Interactive Software, Inc. Sec. Litig., C.A. No. 1:01-CV-09919 (DLC) (S.D.N.Y. 2002) ($7.5 million cash settlement); In re Turnstone Sys., Inc. Sec. Litig., No. 4:01-CV-01256-SBA (N.D. Cal. 2003) ($7 million cash settlement); In re NCI Bldg. Sys., Inc. Sec. Litig., Master File No. H-01-1280 (S.D. Tex. 2004) ($7 million cash settlement); In re The St. Paul Companies, Inc. Sec. Litig., Civil File No. 02-3825 (PAM/RLE) (D. Minn. 2004) ($6.325 million cash settlement); In re Sipex Corp. Sec. Litig., Master File No. 05-CV-00392-WHA (N.D. Cal. 2006) ($6 million cash settlement); In re Telik, Inc. Sec. Litig., C.A. No. 07-CV-4819 (CM) (S.D.N.Y. 2008) ($5 million cash settlement); and In re Fidelity Holdings Sec. Litig., No. CV 00 5078 (CPS) (VVP) (E.D.N.Y. 2003) ($4.45 million cash settlement).

Mr. MacFall has also been selected for inclusion in the 2010 New York Super Lawyers – Metro Edition magazine as a leading securities attorney in New York.

Marc A. Rigrodsky, Of Counsel to the Firm, has twenty-seven years of legal experience.  Mr. Rigrodsky is a graduate of Cornell University and a summa cum laude graduate of the Benjamin N. Cardozo School of Law.  While at Cardozo, he served on the Cardozo Law Review.  Mr. Rigrodsky began his legal career as a law clerk to the Honorable Thomas J. Meskill, of the United States Court of Appeals for the Second Circuit.  Following his clerkship, Mr. Rigrodsky was associated with the law firm of Robinson & Cole in Hartford, Connecticut.  He worked for the Department of the Navy from 1986-1988, the Department of the Treasury from 1992-2003, and the Department of Transportation from 2003-2007.  He was part of Digital Equipment Corporation’s law department from 1989-1991, and worked as a full-time consultant for the District of Columbia Retirement Board from 2007-2009.  Mr. Rigrodsky is a member of the bars of the State of Connecticut, the District of Columbia and is also admitted to practice before the United States District Court for the District of Connecticut and the United States Supreme Court.

Gina M. Serra, is an associate in the Firm.  Ms. Serra is a cum laude graduate of both Rowan University in Glassboro, New Jersey, and Widener University School of Law in Wilmington, Delaware.  She graduated from Rowan University with a Bachelor of Arts Degree in Law and Justice, and minors in Political Science and Psychology.  While at Widener Law, Ms. Serra obtained a Trial Advocacy Certificate, with honors.  She was a member of the Widener Law Review and vice president of both the Moot Court Honor Society and Justinian Society.  She was also a judicial intern for the Honorable Henry duPont Ridgely of the Supreme Court of Delaware.  Upon graduation from law school, Ms. Serra began her legal career as the judicial law clerk to the Honorable Fred S. Silverman of the Superior Court of Delaware.  She also became a member of the Richard S. Rodney American Inn of Court.  Ms. Serra joined Rigrodsky & Long, P.A. in September 2010.  Ms. Serra co-authored the article “Electronic Discovery and Vanishing Text Messages,” New York Law Journal, April 14, 2011. Ms. Serra is a member of the bars of the State of Delaware, the State of New Jersey, and the Commonwealth of Pennsylvania.  She is also admitted to practice in the United States District Court for the District of Delaware.

Select Firm Accomplishments

In re CNX Gas Corp. S’holders Litig.,
Consol. C.A. No. 5377-VCL (Del. Ch.)
The Firm is co-lead counsel in a class action pending before the Delaware Court of Chancery brought on behalf of the shareholders of CNX Gas (“CXG”) who have alleged that they suffered financial injury in connection with the “going-private” acquisition of CXG by its controlling parent company owner, CONSOL Energy, Inc. (“CONSOL”).  After expedited proceedings, on May 26, 2010, the Court ruled that plaintiffs had made a sufficient showing that the action should move forward to trial.  In so doing, the Court issued an important opinion clarifying and defining the rights of shareholders in the context of a “going-private” tender offer by a controlling shareholder. In re CNX Gas Corp. S’holders Litig., 4 A.3d 397 (Del. Ch. 2010) . The lawsuit is ongoing.

In re Lear Corp. S’holders Litig.,
Consol. C.A. No. 2728-VCS (Del. Ch.)
The Firm served as co-chair of plaintiffs’ Executive Committee in this class action brought on behalf of the public shareholders of Lear Corporation (“Lear” or the “Company”) in connection with its sale to American Real Estate Partners, L.P. (“AREP”).  The Firm represented Classic Fund Management AG (Lear’s sixth largest holder) who, along with other significant shareholders, had expressed their concern regarding the price AREP offered to acquire Lear.  Despite the opposition voiced by its major institutional shareholders, Lear entered into a merger agreement with AREP, wherein the sale process was tilted in favor of AREP.  Among other things, Lear could not terminate the merger agreement without first providing the other bidder’s terms to AREP and AREP had the right to top any other offer.  As a result, plaintiffs alleged that no rival bidder was likely to emerge.  Moreover, plaintiffs believed that the Company’s intrinsic value was more than the $36 per share offered by AREP.  After the Court consolidated the Lear actions in February 2007, the Firm obtained a preliminary injunction, which prohibited a stockholder vote on the merger until Lear made additional disclosures. In re Lear Corp. S’holders Litig., 926 A.2d 94 (Del. Ch. 2008). As a result of the Firm’s efforts, Lear made substantial and remedial disclosures in its June 18, 2007 Proxy supplement, which allowed stockholders to consequentially reject the merger in July 2007.  In March 2008, after the shareholders rejected the proposed merger, the Court dismissed the class action as moot.

In re The Topps Co., Inc. S’holders Litig.,
Consol. C.A. No. 2786-VCS (Del. Ch.)
The Firm served as co-lead counsel for plaintiffs in this class action brought on behalf of the public shareholders of The Topps Company, Inc. (“Topps” or the “Company”) in connection with its sale to Madison Dearborn Partners and Michael Eisner’s The Tornante Company, LLC (collectively, “Tornante”).  Plaintiffs alleged that the transaction lacked many of the hallmarks of financial fairness and that the price was unfair and achieved through a process designed to benefit Tornante, to the detriment of Topps’ public shareholders.  The Firm moved the Court to issue a preliminary injunction to stop the deal.  In June 2007, the Court issued a landmark decision granting plaintiffs’ injunction motion. In re The Topps Co., Inc. S’holders Litig., 926 A.2d 58 (Del. Ch. 2007). The Court enjoined the merger vote until after Topps granted the competing bidder The Upper Deck Company (“Upper Deck”) a waiver of the standstill agreement to make a tender offer, and allowed Upper Deck to communicate with Topps’ stockholders about its bid and its version of events.

Manville Personal Injury Trust v. Blankenship,
C.A. No. 07-C-1333 (Cir. Ct. Kanawha Co., W. Va.)
The Firm served as counsel for plaintiff in this shareholder derivative action brought on behalf of Massey Energy Company (“Massey” or the “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.  Plaintiff argued that defendants caused severe injury to the Company by consciously ignoring Massey’s legal obligations to comply with federal and state law, thereby exposing the Company to a substantial threat of monetary liability for violations.  This litigation, filed in the Circuit Court of Kanawha County, West Virginia, caused Massey to implement significant corporate reforms, including improvements to its corporate policies.  The parties reached a settlement that, among other things, required Massey to: (i) implement limitations on the length of service of and enhanced membership and meeting attendance requirements for members of the Safety, Environmental and Public Policy Committee (“SEPPC”) of the board of directors; (ii) grant the SEPPC authority to retain independent, outside consultants to assist it with its duties; (iii) require that the SEPPC recommend enhancements to the Company’s safety and environmental procedures and reporting, including shareholder reporting; (iv) establish certain safety and environmental compliance oversight positions; and (v) implement enhanced employee reporting mechanisms for safety and environmental issues.  In June 2008, the Circuit Court approved the settlement. Manville Personal Injury Trust v. Blankenship, C.A. No. 07-C-1333 (W. Va. Jun. 30, 2008) (Order).

In re: Chiquita Brands Int’l, Inc., Alien Tort Statute and S’holder Deriv. Litig.,
C.A. No. 08-01916-MD-Marra/Johnson (S.D. Fla.)
The Firm acted a counsel for plaintiff City of Philadelphia Public Employees’ Retirement System in a shareholder derivative and class action brought on behalf of the public shareholders of Chiquita Brands International (“Chiquita” or the “Company”).  Plaintiffs alleged that the Company repeatedly and systematically violated federal law prohibiting transactions with recognized global terrorist organizations.  Plaintiffs alleged that these breaches of fiduciary duty, along with the resultant violations of federal law, had substantially injured the Company in that, among other things, the Company consented to a criminal guilty plea.  After years of litigation, on October 15, 2010, the federal district court entered an Order approving a settlement of the litigation. In re: Chiquita Brands Int’l, Inc., Alien Tort Statute and S’holder Deriv. Litig. (S.D. Fla. Oct. 15, 2010) (Order). Among other things, the settlement 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.

Weaver v. Novelos Therapeutics, Inc.,
C.A. No. 10-10394-NMG (D. Mass.)
The Firm brought a federal securities class action on behalf of all purchasers of the common stock of Novelos Therapeutics, Inc. (the “Company”), who purchased or otherwise acquired the Company’s common stock between December 14, 2009 and February 24, 2010, inclusive (the “Class Period”), seeking to pursue remedies under the Securities Exchange Act of 1934, alleging that defendants made materially false and misleading statements concerning the Phase 3 clinical trials of the Company’s leading new drug candidate NOV-002 during the Class Period.  On October 1, 2010, the district court appointed the Firm co-lead counsel for the proposed class. Weaver v. Novelos Therapeutics, Inc ., C.A. No. 10-10394-NMG (D. Mass Oct. 1, 2010) (Order).

In re MBNA Corp. Sec. Litig.,
Consol. C.A. No. 05-CV-00272 (GMS) (D. Del.)
The Firm serves as liaison counsel for lead plaintiff and the members of the putative class in this securities class action brought on behalf of all persons who purchased or otherwise acquired the publicly traded securities of MBNA Corp. (“MBNA” or the “Company”) during the period January 20, 2005 through April 20, 2005, inclusive (the “Class Period”).  Plaintiffs alleged that, (i) MBNA deceived the market by reporting that MBNA would achieve annual earnings growth of 10%; (ii) the Company failed to disclose that increases in interest rates, which had commenced before the Class Period and continued throughout, were driving down the proper carrying value of the Company’s interest-rate only strips, such that the value of the Company’s reported assets were materially overstated; and (iii) the Company did not adjust as appropriate the assumptions and estimates used in determining the fair value of the interest-only strip receivable.  As result, on April 21, 2005, MBNA was forced to reveal that: (i) it had to take almost a $207 million write down of its interest-only strip receivable; (ii) its first quarter income was down 93% year-over-year, including the restructuring charge; and (iii) it expected full year earnings to be significantly below the 10% growth objective.  On July 6, 2007, Chief Judge Gregory Sleet denied defendants’ motion to dismiss the amended complaint. Baker v. MBNA Corp., Consol. C.A. No. 05-cv-00272 (GMS) (D. Del Jul. 6, 2007) (Mem. Op.). Subsequently, after substantial litigation, the parties settled the litigation resulting in the creation of a $25 million fund to compensate injured investors. Baker v. MBNA Corp., Consol. C.A. No. 05-cv-00272 (GMS) (D. Del. Oct. 6, 2009) (Order).

In re Molson Coors Brewing Co. Sec. Litig.,
Consol. C.A. No. 05-CV-00294 (GMS) (D. Del.)
The Firm serves as liaison counsel on behalf of lead plaintiffs Drywall Acoustic Lathing and Insulation Local 675 Pension Fund, Metzler Investment GmbH and the members of the putative class in this securities class action brought on behalf of all persons who are: (i) former shareholders of Molson Coors (“Molson Coors”) as a result of the February 9, 2005 merger of Molson by and into Coors; (ii) open market purchasers of Coors common stock from July 22, 2004 through February 9, 2005; and (iii) open market purchasers of Molson Coors common stock, from the completion of the merger through April 27, 2005, inclusive.  Plaintiffs allege that Molson Coors made false and misleading statements, including: (i) the cost saving synergies represented by Molson Coors were impossible to achieve because, among other things, Coors’ rapidly increasing distribution costs would adversely effect the potential cost saving synergies; (ii) Molson and Coors were already distributing each other’s products, further reducing the possibility of cost saving synergies; (iii) the merger would actually incur significant post-merger expenses due to the expected exodus of Coors senior executives who would be paid millions of dollars in benefits; and (iv) Molson Coors would inherit Molson’s Brazilian operations, which were an unmitigated failure that eventually necessitated a $500 million post-merger charge and the sale of Molson’s Brazilian interests at a fraction of their cost.  After extensive litigation efforts in both the United States and Canadian actions, the parties settled the lawsuits resulting in the creation of a $6 million fund for the payment of investor claims. In re Molson Coors Brewing Co. Secs. Litig ., Civ. A. No. 05-cv-00294-GMS (Consolidated) (D. Del. May 19, 2009).

In re: Idearc ERISA Litig.,
Master Docket: 3:09-CV-2354-N (N.D. Tex.)
The Firm brought an action under ERISA on behalf of participants of the Idearc Savings Plan for Management Employees, the Idearc Savings and Security Plan for New York and New England Associates, and the Idearc Savings and Security Plan for Mid-Atlantic Associates (all plans subsequently merged into one plan and was renamed, The Idearc Savings Plan (the “Plan”)), alleging that the Plan imprudently invested in Idearc stock.  In addition, it is alleged that defendants failed to disclose that: (i) management had materially overstated net receivables, operating revenue and net income by failing to adjust the provision for uncollectible accounts receivable based upon its knowledge of the deterioration of the quality of the Company’s customers and the fictitious billing to its former customers; and (ii) due to the rapidly increasing build-up of uncollectible receivables, a liquidity crisis (resulting in an inability to meet debt payments as they came due) was imminent.  On August 8, 2010, the Firm was appointed Co-Lead Counsel for the proposed class. In re: Idearc ERISA Litig. , Master Docket: 3:09-CV-2354-N (N.D. Tex. Aug. 8, 2010). The litigation is ongoing.

In re Metrologic Instruments, Inc. S’holders Litig.,
Docket No. L-6430-06 (N.J. Super. Ct., Law Div.)
The Firm serves as Court-appointed chair of plaintiffs’ Committee on behalf of Metrologic, Inc. (“Metrologic” or the “Company”) shareholders.  This case is a class action that arose from the transaction to cash out the Company’s minority shareholders in a merger for alleged inadequate consideration, negotiated through coercive means.  Plaintiffs allege that the board of directors unanimously approved Metrologic’s acquisition by entities owned and affiliated with Francisco Partners II, L.P., C. Harry Knowles (the Company’s founder and Chairman of the Board), Elliott Associates, L.P. and Elliott International, L.P. (“Elliott”).  C. Harry Knowles and Elliott (the “Knowles Group”) are together controlling shareholders of Metrologic.  The Knowles Group entered into voting agreements to vote their 49% in favor of the deal in addition to an undisclosed group of the Company’s directors and executive officers that agreed to vote their 1.1% in favor of the deal.  Therefore, 50.1% of the shares were contractually committed to voting in favor of the transaction.  Furthermore, the proxy allegedly failed to disclose that even though the Knowles Group was receiving the same consideration for their shares being cashed out, they were also receiving additional consideration for the shares that they rolled over for equity in the surviving entity.  On April 17, 2009, the Court denied defendants’ motion to dismiss the case. In re Metrologic Instruments, Inc. S’holders Litig., Docket No. L-6430-06 (N.J. Super. Ct., Law Div. Apr. 17, 2009) (Order). This case is ongoing.

County of York Employees Ret. Plan v. Merrill Lynch & Co., Inc.,
C.A. No. 4066-VCN (Del. Ch.)
The Firm serves as lead counsel for plaintiff in this class action brought on behalf of the public shareholders of Merrill Lynch & Co. (“Merrill”) in connection with its sale to Bank of America Corporation (“BofA”).  Plaintiff County of York Employees Retirement Plan alleged that the individual defendants hastily agreed to sell the Company over the course of a weekend without adequately informing themselves of the true value of the Company or the feasibility of securing a viable alternative transaction that would be more beneficial to shareholders than the Proposed Acquisition.  On October 28, 2008, the Delaware Court granted, in part, plaintiff’s motion to expedite discovery and denied defendants’ motion to stay or dismiss. County of York Employees Ret. Plan v. Merrill Lynch & Co., Inc., C.A. No. 4066-VCN, 2008 Del. Ch. LEXIS 162 (Del. Ch. Oct. 28, 2008). Subsequently, the Firm engaged in expedited discovery.  After engaging in arm’s-length negotiations, the parties reached a settlement whereby defendants made additional, substantive disclosures in their Definitive Proxy.  Thereafter, the shareholders of Merrill and BofA approved the merger.

David B. Shaev IRA v. Sidhu,
No. 00983, November Term 2005 (Phila. C.C.P., Commerce Div.)
The Firm served as co-lead counsel in this shareholder derivative and class action brought on behalf of the public shareholders of Sovereign Bancorp, Inc. (“Sovereign”).  Sovereign completed its two-part transaction (the “Santander Transaction”) whereby Sovereign sold 19.8% of the Company to Banco Santander Central Hispano, S.A., and used the proceeds to fund its acquisition of Independence Community Bancorp.  Plaintiffs alleged that Sovereign’s board of directors purposely structured the Santander Transaction to be below the 20% change in control threshold established by the New York Stock Exchange.  Additionally, plaintiffs alleged the board had improper motives of entrenchment and participated in protection of their own self interests and the improper subversion of a Proxy contest launched by Sovereign’s largest shareholder, Relational Investors, LLC.  Following the close of the sale in May 2006, the Firm helped negotiate a settlement of the litigation, which conferred substantial benefits on the Company and Class Members, including substantial corporate governance changes adopted by the Company.  The Court approved the settlement. David B. Shaev IRA v. Sidhu , No. 00983 (Phila C.P., Commerce Div. Oct. 28, 2008) (Order)Sovereign2. The Supreme Court of Pennsylvania upheld the settlement, which had been challenged in both the trial court and the intermediate appellate court. Shaev v. Sidhu , Pennsylvania Docket No. 470 EAL 2010 (Pa. Dec. 21, 2010) (Order).

Loschiavo, et al. v. Fidelity Management Trust Company and Ernst & Young,
C.A. No. 1:10-cv-08631-LAK (S.D.N.Y.)
The Firm brought a derivative action on behalf of the Lehman Brothers (“Lehman”) Savings Plan (the “Plan”) against Lehman’s auditor, Ernst & Young (“E&Y”), for E&Y’s negligence in conducting the audits of Lehman from July 10, 2007 through and including September 15, 2008, and a breach of fiduciary duty action against the Plan trustee, Fidelity Management Trust Company, for failing to preserve and maintain the assets of the Plan by failing to initiate an action on behalf of the Plan to recover losses caused by E&Y’s negligently conducted audits of Lehman.  The litigation is ongoing.

Winfield, et al. v. Citibank, N.A.,
C.A. No. 10-civ-7304-JGK (S.D.N.Y.)
The Firm brought an action under the Fair labor Standards Act (“FLSA”) on behalf of current and former Personal Bankers employed by Citibank, N.A. (the “Company”), whose job responsibilities made it necessary for them to work, and who did work, in excess of 40 hours per week, but were improperly denied overtime compensation.  Because the Company wrongfully refused to pay overtime compensation for the time in excess of 40 hours per week worked by plaintiffs and other similarly situated Personal Bankers, the contributions made to plaintiffs’ retirement accounts under the Citigroup 401(k) Plan were lower than they would have been had the Company properly paid the overtime compensation to which they were entitled.  The litigation is ongoing.

Helaba Invest Kapitalanlagegsellschaft mbH v. Fialkow,
C.A. No. 2683-N (Del. Ch.)
The Firm served as counsel for lead plaintiff Helaba Invest Kapitalanlagegsellschaft mbH (a European institutional investor) in this class action on behalf of the public shareholders of National Home Health Care Corp. (“National Home” or the “Company”).  The litigation sought to enjoin the proposed acquisition of National Home by a consortium composed of Angelo, Gordon & Co. and Eureka Capital Partners (“Angelo Gordon”) for inadequate consideration.  The plaintiff alleged that certain defendants, who collectively held more than fifty percent of the National Home’s outstanding stock, agreed to vote in favor of the deal and that certain of these defendants would receive benefits from National Home and Angelo Gordon not shared by the National Home’s minority, public shareholders.  As a result of the Firm’s negotiations with defendants, 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, the Firm continued to advocate on behalf of shareholders, and Gordon agreed to allow the Company to increase its next quarterly dividend, representing approximately $260,000 in additional value.  The Court approved the settlement. Helaba Invest Kapitalanlagegsellschaft mbH v. Fialkow, C.A. No. 2683-N (Del. Ch. Mar. 12, 2008) (Order).

Neil L. Sclater-Booth v. SCOR S.A. and Patinex AG,
C.A. No. 07-CV-3476-GEL (S.D.N.Y.)
The Firm served as co-lead counsel for plaintiff in this class action brought on behalf of the public shareholders of Converium Holding AG (“Converium” or the “Company”) and holders of the Company’s American Depository Shares against SCOR S.A. (“SCOR”) and Patinex AG (“Patinex”) in connection with SCOR and Patinex’s acquisition of Converium.  Plaintiff alleged that the acquisition was unfair to the Class.  As a result of the Firm’s action, SCOR agreed to settle the litigation by increasing its offer price by 7.9%, or $259.6 million.  Citing the efforts of plaintiff’s counsel, the Court approved the settlement. Neil L. Sclater-Booth v. SCOR S.A. and Patinex AG, C.A. No. 3476 (GEL) (S.D.N.Y. Feb. 8, 2008) (Order).

Plymouth Co. Ret. Sys. v. MacDermid, Inc.,
C.A. No. 2006CV9741 (Colo. Dist. Ct. – Denver Co.)
The Firm served as co-lead counsel on behalf of lead plaintiff Plymouth County Retirement System and the class of MacDermid, Inc. (“MacDermid” or the “Company”) shareholders.  This case was a class action arising from the proposed acquisition of MacDermid by Daniel H. Leever (the Company’s Chairman and Chief Executive), Court Square Capital Partners II, L.P., and Weston Presidio V, L.P.  Among other things, plaintiff alleged that the Company’s proxy did not disclose that the directors who approved the proposed transaction would receive more than $17 million for certain options, the amount or value that certain directors would be able to invest after completion of the proposed transaction, and certain facts and assumptions underlying the Fairness Opinion.  As a result of the Firm’s negotiations with defendants, MacDermid made additional disclosures in its Definitive Proxy Statement, including but not limited to, the compensation and involvement of key company insiders, information regarding competing bidders and financial analysis by Merrill Lynch.  The Court approved the settlement. Plymouth Co. Ret. Sys. v. MacDermid, Inc., C.A. No. 2006CV9741 (Colo. Dist. Ct. – Denver Co. Dec. 10, 2007) (Order).

Schultze Asset Mgmt. LLC v. Washington Group Int’l, Inc.,
C.A. No. 3261-VCN (Del. Ch.)
The Firm served as co-counsel for plaintiff in this class action brought on behalf of the public shareholders of Washington Group International, Inc. (“Washington Group” or the “Company”) in connection with its sale to URS Corporation.  Plaintiff alleged that the transaction was financially and procedurally unfair to Washington Group’s shareholders.  In addition, plaintiff alleged that the Company’s Definitive Proxy Statement was materially misleading because, among other things, it failed to explain why Washington Group used overly conservative financial projections to support the Fairness Opinion issued in connection with the transactions.  As result of the Firm’s negotiations with defendants, Washington Group agreed to and made additional curative disclosures in the Definitive Proxy Statement.  Specifically, the Company agreed to disclose additional information concerning the potential impact of existing contract claims asserted by the Company and their impact on the Company’s valuation, the Company’s efforts to solicit potential acquirers, and the analyses performed by Goldman Sachs (the Company’s financial advisor) in support of the Merger, among other things. Additionally, Washington Group amended the Merger Agreement whereby it increased the amount of consideration paid to each Washington Group shareholder.  The Court approved the settlement. Schultze Asset Mgmt. LLC v. Washington Group Int’l, Inc., C.A. No. 3261-VCN (Del. Ch. May 22, 2008) (Order).

In re Am. Pharmaceutical Partners, Inc. S’holders Litig.,
Cons. C.A. No. 1823-VCL (Del. Ch.)
The Firm served as a member of plaintiffs’ Executive Committee in this class action brought on behalf of the public shareholders of American Pharmaceutical Partners, Inc. (“APP” or the “Company”) in connection with its acquisition of American BioScience, Inc.  Plaintiffs alleged that the acquisition would have diluted the voting rights of each share of the Company, to the detriment of minority shareholders. Plaintiffs also asserted claims derivatively on behalf of the Company, which was directly harmed, among other things, when the Company’s investors fled en masse upon announcement of the merger, and because the merger transferred the bulk of the Company’s value to defendant Dr. Patrick Soon-Shiong for allegedly inadequate consideration.  In April 2006, the merger was completed and subsequently plaintiffs filed their First Consolidated Class Action Complaint in June 2006.  After nearly 18 months of arm’s-length negotiations and the production of thousands of pages in documents in response to plaintiffs’ subpoenas, the parties agreed to mediation and an agreement-in-principle to settle the action.  In July 2008, the parties agreed to settle the action for $14.3 million, to be paid by defendants, which represents approximately $0.60 per damaged minority share for the shareholders.  The Court approved the settlement. In re Am. Pharmaceutical Partners, Inc. S’holders Litig., Cons. C.A. No. 1823-VCL (Del. Ch. Dec. 16, 2008) (Order).

Sheetmetal Workers’ Nat’l Pension Fund v. Hill,
C.A. No. 07-cv-2269 (RBK) (D.N.J.)
The Firm served as counsel for plaintiff Sheetmetal Workers’ National Pension Fund in this consolidated shareholder derivative and class action brought on behalf of the public shareholders of Commerce Bancorp, Inc. (“Commerce” or the “Company”) in connection with two regulatory investigations of Commerce and its subsequent acquisition by PNC Bank in a merger transaction (the “Merger”).  Plaintiff alleged that the members of the board of directors of Commerce violated their fiduciary duties to the Company by approving a course of conduct whereby Commerce made unsafe loans and engaged in questionable related party transactions with its officers and directors and that the price offered in the Merger was unfair.  Sheetmetal requested the Court to issue an injunction to stop the Merger and sought expedited discovery.  After extensive discovery, the Firm helped negotiate a settlement, which obtained a $77 million reduction in the termination fee, and numerous additional disclosures in the Definitive Proxy Statement.  The Court approved the settlement. Sheetmetal Workers’ Nat’l Pension Fund v. Hill, C.A. No. 07-cv-269 (D.N.J. May 9, 2008) (Order).

Virgin Islands Gov. Employees’ Ret. Sys. v. Alvarez,
C.A. No. 3976-VCS (Del. Ch.)
The Firm served as counsel for plaintiff in this derivative and class action brought on behalf of the public shareholders of UnionBanCal Corporation (“UnionBanCal” or the “Company”) against its Board of Directors and certain officers for breach of fiduciary duties arising from the defendants’ repeated and systematic failure to implement anti-money laundering procedures and policies, in violation of federal laws including the Bank Secrecy Act. The class action claims arose in connection with a tender offer launched by Mitsubishi UFJ Financial Group (“MUFG”) and Bank of Tokyo-UFJ Ltd. Plaintiff Virgin Islands Government Employees’ Retirement System alleged that the merger consideration was unfair in a number of respects, including the fact that the Company’s share price was substantially depressed as a result of defendants’ egregious failures to comply with anti-money laundering laws and regulations. The Firm coordinated efforts with a similar litigation in California, reviewing document production, deposing key witnesses, and negotiating a settlement in which UnionBanCal agreed to and made additional material disclosures concerning the transaction. The Court approved the settlement. Virgin Islands Gov. Employees’ Ret. Sys. v. Alvarez, C.A. No. 3976-VCS (Del. Ch. Dec. 2, 2008) (Order).