Jenner & Block

Securities Class Actions

Below are some of the firm's representative engagements in Securities Class Action matters:

  • Represented a leading vehicle rental company in a securities class action brought by two pension funds following a restatement of financials.  After repeated victories in the district court in which plaintiffs’ original and four amended complaints were serially dismissed, we achieved an affirmance of the final dismissal with prejudice in the Third Circuit.  
  • Represented an NYSE-listed industrial distributor in a federal securities action alleging that the client provided overly optimistic earnings projections while withholding disclosures about negative business developments.  The complaint also alleged "insider selling" by executives.  The firm obtained a complete dismissal with prejudice.
  • Represented a leading provider of semi-conductor based products that was sued under the federal securities laws in New Mexico federal court for allegedly misstating its backlog of orders and triggering a decline in the price of its stock when new information emerged.  The court dismissed plaintiffs' complaint with prejudice, accepting defendants' argument that plaintiffs failed to demonstrate either wrongful intent or any causal link between the reports about backlog and the subsequent decline in stock price.
  • Represented an electronics company in multiple shareholder class actions against it and one of its directors alleging misstatements of its financial condition.  We defeated class certification, and then obtained dismissals of each plaintiff’s individual action.
  • Represented an international consumer products corporation in class litigation alleging violations of the federal securities laws.  We successfully obtained dismissal of the complaint with prejudice. 
  • Represented the chief financial officer of a national chain of fitness centers in a securities class action arising from restatement of financials.  We obtained dismissal of the complaint with prejudice.
  • Represented the sponsor of real estate limited partnership investments in class actions that were filed across the country.  We obtained dismissals by a combination of motions to dismiss and settlements.  We also successfully enforced the settlements against attempts to bring barred claims.
  • Obtained dismissal with prejudice of shareholder securities fraud class actions against a manufacturer on the grounds that the allegedly fraudulent statements were protected under the “safe harbor” provisions of SEC Rule 3b-6.  The Seventh Circuit affirmed, establishing a leading case on the applicability of the SEC’s “safe harbor” rule.
  • Represented an investment firm and its principals in three purported class actions arising out of our client’s tender offers for interests in ten limited partnerships.  The trial court refused to enjoin the offers and dismissed all three cases.  The Illinois Appellate Court affirmed the dismissal in all respects.
  • Represented the prevailing amicus position in Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Dabit,  No. 04-1371 (Mar. 21, 2006), in which the United States Supreme Court held that SLUSA bars class actions brought under state law by persons claiming to have been misled into holding securities, as opposed to purchasing or selling them. 
  • Represented a former executive officer of a technology corporation in a class action alleging, among other things, excessive compensation among executives.  We moved to dismiss and achieved dismissal with prejudice.
  • Represented the CEO of a national restaurant chain in a shareholder securities fraud class action and related litigation by a bankruptcy plan trustee.  The firm obtained dismissal with prejudice of the class action and settlement of the bankruptcy action on favorable terms. 
  • Represented a mutual fund in a purported nationwide class action by the fund’s shareholders.  We obtained dismissal prior to discovery or class certification.
  • Represented a computer distributor and its inside directors in three securities class actions related to an IPO.  The district court dismissed the action with prejudice, and the Eighth Circuit affirmed.
  • Represented a mutual fund in a purported nationwide class action of mutual fund investors.  We succeeded in having the case dismissed with prejudice on the “bespeaks caution” doctrine.  The case settled while on appeal to the Seventh Circuit.
  • Represented a large law firm as lead counsel in the successful resolution of class action litigation brought by shareholders and bond holders of a failed savings and loan.  We obtained dismissal of every count in a series of amended complaints brought by the shareholders and ultimately were successful in resolving all claims. 
  • Represented a manufacturer of paper and imaging products to the computer industry and its former subsidiary, and various officers and directors of both companies, in a securities class action alleging misstatements in the prospectus for an initial public offering.  Plaintiffs alleged claims under the federal securities laws and various state law claims.  The court entered summary judgment for the defendants on all claims, and denied plaintiffs’ motion for summary judgment, finding that the prospectus was not misleading. 
  • Represented an investment management company in a purported class action alleging conflicts of interest and misrepresentations under the ICA.  We successfully opposed plaintiff’s motion for certification of plaintiff and defendant classes.  
  • Represented various companies that were sued for alleged securities fraud in connection with their initial public offerings.  More than 300 IPO issuers and over 50 underwriters were sued in more than 1,000 securities class actions that have been coordinated before one judge in New York federal court.  All of the issuers as a group have reached a settlement that the court has preliminarily approved, and as part of that settlement the firm is to serve as special counsel for any settling issuer to handle settlement-related and discovery matters as they arise.  To date, we have been engaged by over a dozen issuers in this ongoing matter. 
  • Represented a major defense contractor in shareholder litigation filed in Nevada and South Carolina state courts seeking to enjoin its acquisition of a publicly-held manufacturer of combat vehicles.  We prevailed and subsequently obtained dismissal of the claim for aiding and abetting breaches of fiduciary duty.
  • Represented the nation’s largest provider of workforce services in shareholder litigation filed in Kentucky state court challenging its acquisition by a private investment firm.  The case settled favorably allowing the transaction to close.
  • Represented the acquirer of a leading North American provider of foodservice/food packaging in shareholder litigation challenging the transaction that was filed in Illinois federal and state court.  The case settled favorably allowing the transaction to close.
  • Represented the acquirer of a major deliverer of nationwide services associated with the design, integration and management of advanced communications systems in shareholder litigation challenging the transaction that was filed in Oklahoma state court.  The case settled favorably allowing the transaction to close.
  • Represented a Switzerland-based chemical company as bidder in fiduciary duty litigation involving its acquisition of a Connecticut-based company.  The case settled favorably allowing the transaction to close.
  • Represented a Michigan-based printing technology company as the acquired corporation in fiduciary duty litigation regarding a tender offer by a Washington-based company.  The case was settled favorably, allowing the acquisition to proceed as scheduled.
  • Represented a defense contractor as bidder in fiduciary duty litigation involving its acquisition of a Connecticut-based defense technology company.  We obtained dismissal with prejudice and the plaintiffs later withdrew their appeal.
  • Represented a cable company being acquired in a transaction against allegations of inadequate proxy disclosures in shareholder class litigation in Delaware Chancery Court and the Eastern District of Virginia.  We defeated plaintiff’s attempt to enjoin the transaction, and then settled the case on a disclosure-only basis.
  • Represented a human resources firm being acquired in a transaction against allegations of an unfair sales process and inadequate proxy disclosures in shareholder class litigation in the Circuit Courts of Cook and Lake Counties in Illinois, Delaware Chancery Court, and the Northern District of Illinois.  The cases settled on a disclosure-only basis allowing the transaction to close.