Financial Services Litigation and Enforcement

• When a regional bank holding company needed the flexibility to implement a reverse stock split, it sought shareholder authorization to do so through a special shareholders meeting. Within days, a shareholder plaintiff filed suit in federal court, alleging that the related proxy statement contained inadequate disclosures regarding the proposed reverse stock split. The complaint asserted representative and class action claims, and the plaintiff also applied for a temporary restraining order to stop the shareholder vote and to set an expedited hearing on a preliminary injunction. The board turned to us, and we filed opposition papers two days later. Two days later, the court denied the plaintiff's application in its entirety, allowing the company to go forward with its shareholder meeting, where the proposal to authorize the reverse stock split was approved, thus providing the company with the necessary flexibility to ensure its survival and recovery.
• When stock option backdating issues first arose, the claims relating to Monster Worldwide Inc. emerged as among the largest and highest-profile. The chairman and CEO of Monster engaged us to defend him in federal securities and ERISA cases, in federal and state shareholder derivative cases and company claims, and in related Department of Justice and SEC investigations and proceedings involving alleged stock option backdating. In all of these separate matters, Manatt skillfully obtained very favorable settlements and complete closure.

Members of our Securities Litigation and Arbitration team have also represented:

• A director of Comverse Technology Inc. in federal shareholder derivative actions raising federal securities claims and related state law claims involving alleged stock option backdating. (In re Comverse Technology, Inc. Derivative Litigation)
• Viacom Inc. and its directors and officers in federal securities class action, federal ERISA class action and Delaware shareholder class action asserting breaches of fiduciary duties of loyalty and disclosure relating to exchange offer and split-off of Blockbuster Inc. Obtained dismissal of all securities claims (504 F. Supp. 2d 151), dismissal of ERISA claims (2007 U.S. Dist. LEXIS 85831), and dismissal of all Delaware fiduciary duty claims (2008 WL 308450, aff'd 965 A.2d 676).
• A corporate client in a complex criminal case involving allegations of securities fraud, racketeering and conspiracy. Won acquittal following a four-month trial. (U.S. v. Phillips)
• A CEO of an Internet-based company in defense of securities fraud claims arising out of a corporate merger transaction. Obtained dismissal in district court, affirmed by Ninth Circuit. (Scognamillo v. Credit Suisse First Boston LLC, et al.)
• A CFO of a technology company in a securities fraud class action. Obtained dismissal in district court. (In re Network Associates, Inc. Securities Litigation)
• A Canadian graphics chip maker and directors and officers in a state court shareholder derivative action involving alleged breaches of fiduciary duties and insider trading. Obtained dismissal of claims based on Canadian law (under “internal affairs” doctrine) and voluntary dismissal of the remaining claim. (Carmona v. Ho, et al.)
• A Silicon Valley software company and directors and officers in a state court shareholder derivative action relating to IPO pricing and underwriter allocation of IPO shares. Settled on extremely favorable terms. (Yabroff v. Jaswa, et al.)
• An accounting firm and NASD member subsidiary in a major employment dispute involving a registered representative in arbitration and state court litigation. Obtained a defense award and recovered substantial damages on a counterclaim regarding trade secret misappropriation. (Belinsky v. Burr, Pilger & Mayer, LLP)