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FIRM RESUME

Attorneys at the firm have represented shareholders as lead counsel, co-lead counsel or as an executive committee member in numerous cases which have resulted in substantial recoveries on behalf of stockholders.  Among the more prominent of these cases are:

 

  • Nally v. Reichental, et al., Lead C.A. No. 0:15-cv-03756-MGL (D. S.C.) (“3D Systems”).  Lifshitz & Miller was Court appointed Co-Lead Counsel to derivatively represent nominal defendant 3D Systems Corporation in a federal shareholder derivative action.

 

  • In re Javelin Mortgage Investment Corp. Shareholders Litigation, Case No. 24-C-16-001542(Cir. Ct. Baltimore City) (“Javelin”): Lifshitz & Miller was Court appointed Interim Lead Co-Counsel representing a shareholder challenging the consideration received by the target company in a merger.

 

  • Ponzio v. John Michael Preston, et al., Case No. 8672-VCG (Court of Chancery, Delaware State Court).  Lead Counsel.  Plaintiffs brought this action against directors, officers and insiders of Velcera, Inc., challenging a 2010 financing and merger alleging the transactions were unfair to shareholders. After vigorous litigation including a mediation, plaintiffs obtained a court approved cash settlement increasing consideration to class members by 78%.

 

  • In re Laureate Education, Inc. Shareholder Litigation (Case No. 24-C-07-000664 (Circuit Court of Maryland).  Court appointed Co-Lead Counsel.  Court approved $35 million cash settlement following four and a half years of litigation.

 

In this action, plaintiffs challenged a going private transaction led by the Company’s Chief Executive Officer (“CEO”).  Plaintiffs brought this action against the former directors of Laureate Education, Inc. alleging breach of fiduciary duties in connection with the CEO’s successful attempt to take the Company private in June 2007 for $62 per share, or an aggregate transaction value of $3.82 billion.  After vigorous litigation including extensive and lengthy appellate practice pursued over the course of several years, plaintiffs obtained a settlement of $35 million to the Class.

 

  • In re eMachines Securities Litigation, No. 01-CC-00156 (Superior Court of California, County Of Orange).  Co-Lead Counsel, and after 6 years of litigation and “on the eve of trial”, obtained a $24 million settlement of class action challenging a going private transaction. 

           

Plaintiff brought this action on behalf of former shareholders of eMachines against the former directors and executive officers of eMachines alleging breach of fiduciary duties in connection with the Company founder Lap Shun Hui’s successful attempt to take the Company private in December 21, 2001 via an unfair process and at the unfair price of $1.06 per share or $161 million in aggregate consideration.

 

  • In re Chiron Shareholders Deal Litigation, Case No. RG 05-230567 (Superior Court of the State of California, County of Alameda).  Court appointed Executive Committee Member.  Court approved settlement pursuant to which plaintiffs obtained an increase from the initial offer of $40 per share to $48 per share or approximately a total increase of $880 million. 

 

Plaintiffs challenged an Agreement and Plan of Merger pursuant to which Novartis would acquire all of Chiron’s outstanding shares it did not already own for $40 per share. 

 

  • Giarraputo v. UnumProvident Corp., J. Harold Chandler, James F. Orr, III, Robert E. Broatch and Thomas R. Watjen, Case No. 99-301-P-C (D. Maine).  Court appointed Executive Committee Member.  Court approved $45 million cash settlement – one of the largest class action securities recoveries ever obtained in the 1st Circuit.

 

Plaintiffs charged that in connection with the merger of Unum Corporation and Provident Companies, Inc., UnumProvident and certain of its officers had violated Sections 10(b), 14(a) and 20 of the Securities Exchange Act of 1934 and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 by making, or causing to be made, certain false and misleading public statements.

 

  • In re Musicmaker.com Securities Litigation, Master File No. 00-02018 (United Stated District Court, Northern District of California).  Court appointed Executive Committee Member.  Court approved $15 million cash settlement.

 

In this action, plaintiffs charged defendants with a scheme to defraud investors through the dissemination of false and misleading statements of material fact contained in, and material omissions from, the SEC filings and other class period public statements by or relating to Musicmaker.com, Inc. in violation of Sections 11, 12(2) and 15 of the Securities Act of 1933 and 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. 

 

  • In Re: Initial Public Offering Securities Litigation, Case 21 MC 92 (SAS) (United States District Court, Southern District of New York).  Court appointed Litigation Steering Committee Member.  Court granted final approval of $586 million settlement.

 

Plaintiffs charged that more than 300 public companies, their bankers and their insurers rigged IPOs during the late 1990s Internet boom.  The plaintiffs charged that banks manipulated the market with optimistic research; inflated trading commissions in exchange for access to the new shares; and that investors who were allocated IPO shares were required to buy more shares in the after-market to help push up the share price.  They claimed the issuers were guilty of the same charges because they were aware of the schemes and benefited from stock prices that as much as tripled in opening days of trading.

 

  • In re Rite Aid Corporation Derivative Litigation v. Alex Grass, Rite Aid Corp. et al., C.A. No. 17440 (Court of Chancery, Delaware State Court, New Castle County).  Court appointed Co-lead Counsel.  Court approved a global settlement of class and derivative actions in the Eastern District of Pennsylvania including $5 million cash settlement for Delaware and Pennsylvania derivative actions.

 

This was a derivative action brought pursuant to Rule 23.1 of the Rules of the Court of Chancery, by plaintiff a stockholder of Rite Aid.  In the action, plaintiff charged that the Board of Directors of Rite Aid breached their fiduciary duties by failing to oversee adequately the Company's growth and maintain adequate internal controls which resulted in Rite Aid being sued under the federal securities laws.

 

  • In re Homestead Village, Inc. Shareholder Litigation, Consolidated C.A. No. 24-C-O-001556 (Circuit Court Baltimore, State of Maryland).  Court appointed Executive Committee Member.  Court approved settlement of $10.9 million.

 

  • In re Avis Group Holdings, Inc. Shareholder Litigation, Consolidated C.A. No. 18212 (Court of Chancery, State of Delaware, New Castle County).  Court appointed Co-Lead Counsel. The Court approved a settlement of the Action increasing consideration for Avis Group Holdings, Inc.  (“Avis”) shareholders of $4 per share or approximately $100 million in aggregate consideration in connection with a merger of Avis with Cendant Corporation.

 

This litigation was brought in response to the announcement by Cendant Corporation of the proposed acquisition of the publicly-owned shares of Avis for consideration consisting of $29.00 per share in cash.  At the time the proposed transaction was announced on August 15, 2000, Cendant owned approximately 17.8% of the outstanding shares of Avis common stock, held an economic interest in Avis of approximately 33%, and had three designees on Avis’10-member board of directors and, thus, was Avis’ controlling stockholder with attendant fiduciary duties.  The Action was brought as a class action on behalf of all Avis stockholders against Cendant and its directors, seeking injunctive and other appropriate relief on the grounds that the Proposed Transaction was unfair in a number of respects, including timing and price. 

  • In re Prodigy Communications Corp. Shareholders Litigation, Consolidated C.A. No. 19113-NC (Court of Chancery, Delaware State Court; New Castle County).   Court appointed Co-Lead Counsel.  The Court approved a settlement increasing consideration for Prodigy shareholders from $5.45 to $6.60 per share, or approximately $81 million).

 

The Action was brought to challenge a proposed acquisition of the publicly owned Class A shares of Prodigy Communications Corp. by SBC Communications Inc. for $5.45 per share in cash.  At the time, by virtue of its Class B stock holdings, SBC controlled approximately 42% of the voting power of the Company.  The Action was brought as a class action on behalf of all Prodigy shareholders (except defendants and their affiliates) against SBC and the directors of Prodigy seeking injunctive and other appropriate relief on the grounds the Proposed Transaction was unfair to Prodigy’s public shareholders in a number of respects, including price.

 

  • In re Kroll-O-Gara Shareholders Litigation, Case No.  CV 9911 2178 (Court of Common Pleas, State of Ohio, Butler County).  Court appointed Co-Lead Counsel. Court approved settlement of action Ordering Kroll to institute substantial material therapeutic benefits including requirements that the Company establish a Special committee to consist of not less than three independent directors to review annually, Kroll's shareholder protection defense measures, including relevant bylaws and proposed bylaws and any change in control agreements involving management of Kroll and recommend to Kroll's full Board of Directors any changes deemed by them to be in the best interests of Kroll's stockholders.

 

Plaintiffs originally challenged a proposed sale of Kroll to Blackstone for $18.00 per share in cash. Pursuant to the terms of the acquisition, defendant Jules B. Kroll, certain other members of Kroll-O'Gara's management and defendant American International Group, Inc. were to retain ownership of not less than 7.7% of Kroll-O'Gara's common stock.  Subsequently, Kroll announced that Blackstone had informed Kroll that it had terminated the Blackstone Acquisition.  Thereafter, Kroll-O'Gara announced that its Board had approved an Agreement and Plan of Reorganization and Dissolution which provided for the separation of Kroll-O'Gara's primary businesses -- the Security Products & Services Group (O'Gara-Hess & Eisenhardt Armoring) and the Investigations & Intelligence Group (Kroll Risk Consulting Services) -- into two stand alone companies, the "O'Gara Company" and "Kroll Risk"  Thereafter, Kroll announced that the Spin-Off would not be pursued and, instead, that Kroll-O'Gara had signed a definitive agreement to separate the Products and Services Group (O'Gara-Hess & Eisenhardt Armoring) and the Investigations & Intelligence Group (Kroll Risk Consulting Services). Thereafter, Kroll-O'Gara announced it had signed a definitive agreement with third-party Armor Holdings, pursuant to which Armor Holdings would acquire Kroll-O'Gara's Security Products and Services Group for $56.5 million.

 

Plaintiffs then filed their Supplemental Second Consolidated Amended Verified Derivative Complaint which updated plaintiffs' allegations through the Armor Transaction.  In the Supplemental Consolidated Complaint, plaintiffs once again asserted claims against the Individual Defendants for allegedly allowing "internecine disputes" between and among Kroll-O'Gara's management to harm Kroll-O'Gara and for allegedly abdicating their duties by failing to prevent various defendants from harming Kroll-O'Gara and engaging in a continuous course of self-dealing. In the Supplemental Consolidated Complaint, plaintiffs recognized that the class claim(s) that had been previously asserted had been rendered moot by the Armor Transaction.  Accordingly, plaintiffs dropped their class claim(s) and decided to only pursue derivative claims.

 

  • Brody v. First Union National Bank, Index No. 00-001296 (G.J. O'Connell) (Supreme Court State of New York, Nassau County).  Co-Lead Counsel.  Court approved a settlement of consumer class action.

 

The Settlement directly remedied the statutory violations complained of in the Action, namely defendant’s failure to comply with the New York Motor Vehicle Retail Leasing Act, Personal Law, Article 9-A. As a result of the Settlement, each member of the Class who was charged for and paid excess wear and damages charges received consideration consisting of their pro rata portion of Four Hundred Fifty Thousand Dollars ($450,000) in cash (less attorneys' fees, expenses and notice costs).  The cash consideration resulted in each Class member who was charged for and paid excess wear and damages charges receiving upwards of 60% of any amounts they paid.  In addition, as part of the Settlement, First Union agreed to discontinue any effort to collect excess wear and damage charges from members of the Class.

 

  • In re Gramercy Property Trust Stockholder Litigation, Index No. 652424/2015 (S. Scarpulla) (Supreme Court State of New York, County of New York). Co-Lead Counsel. Court approved a settlement which included disclosure of material information to Gramercy shareholders enabling them to cast a fully informed vote in connection with the sale of Gramercy.

 

Plaintiff challenged the proposed of Gramercy to Chambers Street Properties.  Under the terms of the Merger Agreement, Gramercy stockholders would receive 3.1898 shares of Chambers for each share of Gramercy common stock owned.  In connection with seeking shareholder approval for the transaction, Defendants agreed to supplemental disclosures including, among other things: (i) the financial advisor’s analysis concerning the Dividend Discount Model Analysis and Selected Public Trading Analysis; (ii) potential conflicts of interest with existing financing and contractual arrangements resulting from a transaction with Chambers; and (iii) information concerning the background of the Proposed Transaction.

 

  • Roof v. Sterling C. Scott, et al., Case No. 2:14-cv-3777-CAS (JEM) (C.D. Cal.).  Lifshitz & Miller acted as sole derivative counsel in federal shareholder derivative action alleging breaches of fiduciary duty by the board of directors of Grow Life, Inc., which resulted in a beneficial settlement for shareholders involving substantial corporate reforms.

 

  • Berkowitz v. Sino Gas International Holdings, Inc., et al., Lead Case No: 140902517 (Third Judicial District Court, State of Utah, Salt Lake County). Co-Lead Counsel.  Court approved a settlement which included disclosure of material information to Sino Gas shareholders in order to make an informed decision to vote or seek appraisal in connection with a proposed going private transaction.

 

Plaintiff challenged a proposed sale of Sino Gas to a consortium of private equity funds and buyers including Morgan Stanley Private Equity Asia, Inc., Zhongyu Gas Holdings Ltd. and two other entities created for the purpose of the Merger.  Under the terms of the Merger Agreement, Sino Gas stockholders would receive $1.30 in cash for each share of common stock owned.  In connection with seeking shareholder approval for the transaction, Defendants agreed to supplemental disclosures including, among other things: (i) the projected financial information considered by Sino Gas’s Board of Directors provided to the Company’s financial advisor; (ii) the financial advisor’s analysis concerning the Discounted Cash Flow Analysis and the Selected Companies Analysis; and (iii) information concerning the background of the Proposed Transaction.

 

  • Ortsman v. Adesa, Inc. et al., C.A. No. 2670-VCL (Court of Chancery, State of Delaware, New Castle County). Court appointed Co-Lead Counsel. Court approved a settlement which included disclosure of material information to Adesa shareholders in order to make an informed decision to vote or see appraisal in connection with a proposed going private transaction.

 

Plaintiff challenged a merger agreement entered into by Adesa, Inc. pursuant to which Adesa would be acquired by a consortium of private equity funds consisting of Kelso & Company, L.P., ValueAct Capital Management, L.P., and Parthenon Capital, LLC, Under the terms of the Merger Agreement, Company stockholders would receive $27.85 in cash for each share of common stock.  Counsel for the parties to the Action reached agreement to settle the Action, subject to negotiation of a Supplement to the Proxy to be provided to stockholders of Adesa which included disclosure of potential conflicts of interest held by Adesa’s financial advisor in connection with the transaction, a detailed description of the genesis of the provision of the option for any potential bidder for Adesa to utilize stapled financing offered by Adesa’s financial advisor and the rationale for offering such stapled financing including increasing the potential number of bidders who could participate in the sales process, maintenance of the confidentiality of the process, and disclosure of the final bid instruction letter that Adesa’s financial advisor provided to the final bidders which explicitly stated that the financing commitments being offered were optional and not a factor in evaluating a potential bidder’s proposal and the financing commitments were being shared with potential bidders solely  to facilitate the transaction.

 

  • In re Intergraph Shareholder Litigation, C.A. No. 2398 – N (Court of Chancery, State of Delaware, New Castle County).  Court appointed Co-Lead Counsel.  Court approved a settlement which included disclosure of material information to Intergraph shareholders in order to make an informed decision to vote or seek appraisal in connection with a proposed going private transaction.

 

Plaintiff challenged a proposed sale of Intergraph Corporation to a consortium of private equity funds including Hellman & Friedman, LLC, Texas Pacific Group and JMI Equity.  Under the terms of the Merger Agreement, Intergraph stockholders would receive $44.00 in cash for each share of common stock owned.  In connection with seeking shareholder approval for the transaction, Defendants agreed to supplemental disclosures including, among other things: (i) the projected financial information considered by Intergraph’s Board of Directors; (ii) certain intellectual property litigation updates; and (iii) valuation of certain of Intergraph’s non-core assets.

 

  • In re Cardiac Science, Inc. Shareholders Litigation, Consol. C.A. No. 1138-N (Court of Chancery, State of Delaware, New Castle County).  Court appointed Co-Lead Counsel.  Court approved a settlement which included disclosure of material information to Cardiac shareholders in order to make an informed decision to vote in favor of or seek appraisal in connection with a proposed stock-for-stock merger between Cardiac and Quinton Cardiology Systems.

 

Plaintiffs challenged a proposed stock-for-stock merger agreement between Cardiac and Quinton which provided for, among other things, the formation of a new corporation, CSQ Holding Company (“CSQ”), the mergers of Cardiac and Quinton into wholly owned subsidiaries of CSQ, and the merger of Quinton into CSQ.  Cardiac agreed to revise the Preliminary Proxy Statement to address disclosures requested by Plaintiffs, and agreed to by Cardiac’s counsel, including, among other things, disclosures regarding Cardiac’s net operating losses, Cardiac’s patent litigation, Cardiac’s board of director deliberations, and the factual background concerning the Proposed Transaction.

 

  • Schnipper v. Target Logistics, Inc., Case No. 24-C-07 (Circuit Court for Baltimore City, State of Maryland).  Sole Lead Counsel. Court approved the settlement which included disclosure of material information to Target shareholders in order to make an informed decision to vote in favor of or seek appraisal in connection with a proposed going private transaction. 

 

Plaintiff challenged an Agreement and Plan of Merger by and among Target, Mainfreight Limited and Saleyards pursuant to which Mainfreight would acquire Target. Under the terms of the Merger Agreement, Target shareholders would receive $2.50 in cash for each share of common stock and $62.50 in cash for each share of Class F Preferred Stock.  Among other things, plaintiff alleged that the Target directors breached their fiduciary duties in connection with the proposed Merger by (i) failing to engage in a process best calculated to maximize shareholder value; (ii) failing to fully consider possible alternative transactions with other potential buyers; (iii) approving allegedly improper deal protection devices; and (iv) agreeing to an inadequate price per share. The Complaint also alleged that the Target directors further breached their fiduciary duties in connection with the Company’s Preliminary Information Statement by failing to provide full and complete disclosures concerning matters that a reasonable shareholder would deem important under the circumstances.  Target agreed to issue supplemental disclosures in the form an 8-K which such disclosures included information relating to the factual background concerning the Proposed Transaction in addition to financial information used by the Company’s financial advisor.

 

  • In re Harrah’s Entertainment Shareholder Litigation, C.A. No. 2453-N (Court of Chancery, State of Delaware, New Castle County).  Court appointed Co-Lead Counsel.  Court approved settlement that included, inter alia, material curative disclosures caused to be included in Harrah’s Entertainment, Inc.’s (“Harrah’s”) Definitive Proxy Statement seeking shareholder approval of a proposed going private transaction.

 

This was a stockholder class action brought by plaintiffs on behalf of the public shareholders of Harrah’s common stock.  Plaintiffs sought to enjoin the defendants from causing the Company to be acquired by private equity buyers Apollo Management and Texas Pacific Group as well as the Company’s Chairman and CEO, Defendant Gary W. Loveman at an inadequate consideration.  Defendants’ Counsel and Plaintiffs’ Counsel engaged in extensive good faith discussions with regard to a possible settlement, which resulted in an agreement in principle pursuant to which the Special Committee of Harrah's Board of Directors acknowledged that it was aware of and considered the pending stockholder lawsuits claiming breaches of the Board's fiduciary duties with respect to the potential sale of the Company, prior to obtaining a $9 per share increase in the consideration to be paid to Harrah's stockholders, and the disclosure of information Plaintiffs sought in their complaints in a definitive proxy statement the Defendants caused the Company to file with the SEC and mail to Harrah’s stockholders.  Those disclosures included, inter alia, information relating the background of the merger, the nature of the fees paid to the Company’s financial advisor, and detailed information relating the Discounted Cash Flow analysis performed by the Company’s financial advisor.

 

  • Stern v. Ryan, et al., No. 02-16831 (Circuit Court of Illinois County, Chancery Division).  Sole Lead Counsel.  Court approved settlement of Action on basis of implementation of new comprehensive Corporate Governance Policies.

 

Plaintiff alleged, inter alia, that the officers and directors of AON had breached their fiduciary duties to AON and its shareholders in the management and oversight of AON’s business, particularly with respect to the Company’s internal financial and accounting controls. The new Corporate Governance Policies which formed the basis of the settlement included, inter alia, establishing a corporate governance website through which shareholders can communicate non trivial matters to independent director, all Executive Vice Presidents and the CFO shall make reports to the Board regarding their respective areas of responsibility, at least annually, and shall meet at least annually with the non employee directors of the Company,  the appointment and creation of a lead Independent Directorship, and agreement by the Company that the Audit Committee shall continue to consist of only independent directors.

 

  • In re ARV Assisted Living Inc. Shareholders Litigation, C.A. No. 19926-NC (Court of Chancery, State of Delaware, New Castle County). Court appointed Co-Lead Counsel.  The Court approved a settlement increasing consideration for ARV shareholders from between $3.25 and $3.60 per share to $3.90 per share, or approximately a total between $2.97 million and $6.44 million).

 

The action was brought in challenging a proposed acquisition of the publicly owned shares of ARV Assisted Living, Inc. by Prometheus Assisted Living LLC, an affiliate of Lazard Freres & Co. at a price between $3.25 to $3.60 per share in cash.  At the time, Promethus owned 43.5% of the Company.  The Action was brought as a class action on behalf of all ARV shareholders (except defendants and their affiliates) against the Company, Prometheus and the directors of ARV seeking injunctive and other appropriate relief on the grounds the Proposed Transaction was unfair to ARV’s public shareholders in a number of respects, including price.

 

  • In Re Bacou USA, Inc. Shareholders Litigation, C.A. No. 18930-NC (Court of Chancery, State of Delaware, New Castle County).  Court appointed Co-Lead Counsel.  Court approved a settlement which included disclosure of material information to Bacou shareholders in order to make an informed decision to vote or seek appraisal in connection with a proposed going private transaction.

 

Plaintiff challenged a proposed sale of Bacou USA, Inc. to Christian Dalloz, S.A.  Under the terms of the Merger Agreement between Bacou S.A. and Christian Dalloz, S.A. each share of Bacou USA, Inc. not owned by Bacou, S.A. would be cashed out at a price of $28.50 per share.  At that time, Bacou S.A. owned and/or controlled over 70% of the outstanding common stock of Bacou, USA.  In connection with seeking shareholder approval for the transaction, Defendants agreed to supplemental disclosures including, among other things additional information concerning the Merger.

           

  • Wilfred v. Modany et al., C.A. No. 13-cv-3110 (JPO) (S.D.N.Y.) (J. Paul Oetken) (“ITT”). Court appointed Co-Lead Counsel.  Court approved settlement of Action on basis of implementation of new comprehensive Corporate Governance Reforms.

 

Plaintiff brought this shareholder derivative action on behalf of ITT Educational Services, Inc. (“ITT”) alleging, inter alia, that the Board of Directors breached their fiduciary duties by causing ITT’s failure to properly account for its obligations under certain risk-sharing agreements (“RSAs”) with third-party lenders to increase the availability of private student loans to ITT students.  Plaintiff further alleged ITT failed to maintain adequate internal controls over financial reporting and failed to disclose the extent of the risks ITT faced under the RSAs.  The new Corporate Governance Reforms, which formed the basis of the settlement included, inter alia, enhanced Audit Committee Duties, establishment of a Chief Compliance and Risk Officer, enhanced independence of the Board of Directors and increased director education, compensation policies and practices that reflect and take into account an executive’s performance as it relates to both legal compliance and compliance with ITT’s internal policies, and adoption of a clawback and recoupment policy.

 

  • Meisner v. Fiallo et al., No. 19558-NC (Court of Chancery, State of Delaware, New Castle County).  Sole Lead Counsel.  Court approved settlement of Action on basis of implementation of new comprehensive Corporate Governance Policies.

 

Plaintiff alleged, inter alia, that certain of the officers and directors of Enterasys Networks, Inc. had breached their fiduciary duties to Enterasys and its shareholders in the management and oversight of Enterasys’s business, particularly with respect to the Company’s internal financial and accounting controls.  The new Corporate Governance Policies which formed the basis of the settlement included, inter alia, establishing a corporate governance website through which shareholders can communicate non trivial matters to independent director, all Executive Vice Presidents and the CFO shall make reports to the Board regarding their respective areas of responsibility, at least annually, and shall meet at least annually with the non employee directors of the Company,  the appointment and creation of a lead Independent Directorship, and agreement by the Company that the Audit Committee shall continue to consist of only independent directors.

 

  • In re Liberty Satellite & Technology, Inc. Shareholders Litigation, Consolidated Action No. 20224-NC (Court of Chancery, State of Delaware, New Castle County).  Court appointed Co-Lead Counsel.  The Court approved a settlement that resulted in approximately $3.5 million or 30% in additional consideration to LSAT public shareholders.

 

Prior to the transactions at issue in this litigation, Liberty Media Corporation (“Liberty”) owned or controlled approximately 87% of LSAT’s outstanding A Series and B Series common stock and 98% of the overall voting power of all LSAT common and preferred stock.  The public float of LSAT Series A and Series B common stock was approximately 6 million shares and 400,000 shares, respectively.  On April 2, 2003, LSAT publicly announced that it had received a letter from Liberty in which Liberty expressed an interest in a potential business combination with LSAT, pursuant to which the holders of LSAT Series A common stock would receive 0.2131 of a share of Liberty Series A common stock for each share of LSAT stock (the “March Proposal”).  On August 5, 2003, plaintiffs and defendants entered into a memorandum of understanding (the “MOU”) providing for the settlement and dismissal of the Action, subject to certain conditions, in which Liberty would proceed with a merger (the “Merger”) in which the public stockholders of LSAT common stock would receive 0.2750 of a share of Liberty Series A common stock per share of LSAT common stock.  Among other things, the defendants acknowledged in the MOU that defendants “took into account the desirability of satisfactorily addressing the claims in the [Action]” when agreeing to increase the consideration to be paid to LSAT’s public shareholders by approximately 30%, from 0.2131 to 0.2750 per LSAT share. At the prevailing price of Liberty shares at the time, this increase represented approximately $3.5 million in additional consideration to LSAT public shareholders.

 

  • In re Realogy Corp. Shareholder Litigation, C-181-06 (Superior Court of New Jersey, Chancery Division). Court appointed Executive Committee Member.  Court approved settlement of Action on basis of irrevocable waiver by buyer of termination fee in excess of $180,000,000, certain agreements by the Defendants concerning shareholders demands for appraisal rights and the inclusion of certain additional disclosures in the Company’s Final Proxy Statement.

           

Plaintiffs brought an action challenging an agreement and plan of merger pursuant to which all shares of Realogy common stock would be acquired for $30 per share.

 

  • In re Sportsline.com, Inc. Shareholder Litigation, C.A. NO. 538-N (Court of Chancery, State of Delaware, New Castle County).  Court appointed Co-Lead Counsel.  Court approved a settlement which provided for an increase in the consideration to be paid shareholders of Sportsline.com from $1.50 to $1.75 per share. 

 

This Action challenged a transaction announced by Viacom, Inc. - an entertainment mega-corporation – an owner of approximately 38% of SportsLine’s publicly-traded common stock – to purchase all remaining outstanding shares of the Company at a rate of compensation of $1.50 per share to be paid in cash.

 

NOTEWORTHY COMMENTS BY THE COURT

 

Courts throughout the Country have recognized the skill and experience of the attorneys at Lifshitz & Miller.  Recent examples include the following:

 

  • Nally v. Reichental, et al., Lead C.A. No. 0:15-cv-03756-MGL (D. S.C.) (“3D Systems”). Lifshitz & Miller was Court appointed Co-Lead Counsel in a federal shareholder derivative action because “counsel possess extensive experience and impressive records of success in cases similar to the Related Action.”  The Court further stated that counsel “ha[s] prosecuted the litigation with well-pled and thorough pleadings.”

 

  • In re Javelin Mortgage Investment Corp. Shareholders Litigation, Case No. 24-C-16-001542 (“Javelin”): Lifshitz & Miller was Court appointed Interim Lead Co-Counsel - representing a shareholder challenging the consideration received by the target company in a merger - over six other plaintiffs’ firms that had joined together because “counsel (Lifshitz & Miller) for [plaintiff] showed initiative and skill.” Stourbridge Investments, LLC v. Daniel C. Staton, et al., Case No. 24-C-16-001542 (ORDER) (Cir. Ct. Baltimore City April 29, 2016).

 

  • Wilfred v. Modany et al., C.A. No. 13-cv-3110 (JPO) (S.D.N.Y.) (J. Paul Oetken) (“ITT”).  In prosecuting the Action, Judge Oetken recognized the work of the attorneys at Lifshitz & Miller and stated, “…because his counsel at Lifshitz Law Firm are capably prosecuting this suit…Lifshitz Law Firm is appointed as lead counsel.”

 

ATTORNEYS

 

Joshua M. Lifshitz, prior to co-founding Lifshitz & Miller LLP, in 1999, he was the co-founder of Bull & Lifshitz, LLP, where he established himself as one of the leading securities class action and derivative law practitioners in the United States.  Securities Class Action Services recognized his predecessor firm on two occasions as one of the top 50 plaintiffs' law firms ranked by total cash amount of final securities class action settlements in which the law firm served as lead or co-lead counsel.  Mr. Lifshitz’s practice has included a wide variety of litigation matters involving the federal securities laws, shareholder and consumer class actions, insurance law, federal and state antitrust laws, and various other commercial matters.  Mr. Lifshitz is a graduate of Brooklyn College and St. Johns University School of Law.  Mr. Lifshitz has received his CPA from the State of Maryland.  He is admitted to practice in the State of New York and State of New Jersey and the United States District Court for the Southern and Eastern Districts of New York.

 

Edward W. Miller, prior to co-founding Lifshitz & Miller LLP, was a civil trial attorney with thirty years of experience in cases ranging from libel and slander to securities class actions.  In the late 90's, Mr. Miller led a trial team of four different law firms in the consolidated cases Webb vs. United Automobile Workers in central Illinois, and in 2005 through 2008 Miller led a trial team in a series of lawsuits against the New York State Department of Corrections.

Having appeared on ABC World News Tonight and Court T.V. in connection with high profile cases, Miller has won all but two of the over twenty jury trials he has taken to verdict.

At the conclusion of his first jury trial, Cuyahoga County Court of Common Pleas Judge R. Donahue wrote of Miller:

“Particularly in light of the clear and unarguable nature of the uniqueness of this case Mr. Miller has demonstrated skill,

attention and ability in achieving the final jury result.”

 

[Budny vs. National Wrestling Alliance, et al., Cuyahoga County Court of Common Pleas, Case No. CV-104231, March 26, 1990 Order].

Mr. Miller is a graduate of The University of Michigan (B.A.) and the University of Connecticut School of Law (J.D.).  He is admitted to United States Court of Appeals for the Second Circuit, United States District Court for the Eastern District of New York, United States District Court for the Southern District of New York, United States District Court for the Northern District of Ohio and has tried cases to verdict in Ohio, New Jersey, and New York in both federal and state courts

 

Matthew Hettrich, Associate, was born in Stony Brook, New York and raised on Long Island.  He obtained his Bachelor of Arts from Stony Brook University in 2009.  He obtained his Juris Doctorate from Touro College, Jacob D. Fuchsberg Law Center (“Touro Law”) in 2016 where he graduated Summa Cum Laude and served as the Editor-in-Chief of the Touro Law Review.  Upon graduation from Touro Law, he began work in the offices of Lifshitz & Miller LLP.