Securities Litigation

Our attorneys regularly and successfully represent clients in high-stakes securities class actions, shareholder derivative litigation and SEC investigations/enforcement actions. Our securities litigators also regularly advise corporations and their boards and executives on matters related to fiduciary duties, indemnification, governance, disclosure, and internal investigations.

Recent Experience

Oppenheimer’s Securities Litigation has defended ten of the most notable class action securities fraud lawsuits in this jurisdiction. Of these cases, we secured dismissal of four on an initial motion to dismissal, won two on motions for summary judgment, won one by jury trial, and won another by directed verdict. The two remaining were resolved by settlement with critical defense motions pending. We also established the “bespeaks caution” doctrine in the 8th Circuit. View our Representative Securities and Shareholder Litigation case list.
We regularly defend with success shareholder derivative and shareholder class action cases against corporate boards and executives relating to corporate governance and mergers and acquisitions, including efforts to halt multi-billion dollar deals. We successfully resisted an injunction and obtained dismissal of a suit seeking to prevent a $1.5 billion recapitalization transaction on behalf of one of our public company clients, and recently defended a number of similar injunctive class actions against four other of our public company clients that, in the aggregate, sought to stop more than $3.25 billion in merger/acquisition transactions.
We handled the first Minnesota public company securities suit of the recent onslaught of class action securities litigation related to the “subprime” market collapse and overall credit market collapse.
We recently represented a public company client and its employees in an SEC inquiry, and also recently represented a special litigation committee for a large public company client in connection with a shareholder demand and internal investigation.

Related Practices

Financial Services

Mergers & Acquisitions

Securities

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Representative Securities and Shareholder Litigation

In re MoneyGram International Inc. Securities Litigation and Derivative Litigation—Represented MoneyGram International, Inc. and its individually-named directors and officers in class action 10b-5 securities claims in Minnesota federal court. The claims related to disclosures surrounding a $6 billion investment portfolio and ultimate stock drop of more than 90% upon announcement of a $1.5 billion recapitalization of the company relating to asset-backed investment portfolio disclosures. Oppenheimer’s motion to dismiss excluded some claims but the judge permitted the case to proceed. With a strong motion to defeat class certification (based on inadequacy of the representative plaintiff) pending, we resolved the matter by settlement valued at 10-15% of conservative plaintiff-styled damage analysis.
In re ev3 Inc. Shareholder Litigation—Represented ev3 and its individually-named board members to defend against shareholder class actions filed in both Minnesota and Delaware seeking to enjoin $2.6 billion acquisition of ev3 by Covidien plc.
Murphy v. MoneyGram International, Inc.—Represented MoneyGram in shareholder derivative and direct allegations seeking to enjoin a $1.5 billion recapitalization of MoneyGram International, Inc. Successfully defeated the attempted injunction and obtained dismissal of the case with prejudice on a motion to dismiss.
In re ATS Medical, Inc., Shareholder Litigation—Represented Medtronic, Inc. against a series of putative class action shareholder complaints filed in Minnesota state court beginning May 4, 2010 seeking to enjoin approximately $349 million acquisition of ATS Medical, Inc. by Medtronic, Inc. Defendants have moved to dismiss and are resisting a motion for expedited discovery.
In re Virtual Radiologic Corporation Shareholder Litigation—Represented Virtual Radiologic Inc. (“vRad”) and its individually-named board members and officers to defendant against a consolidated class action shareholder suit seeking to enjoin approximately $294 million dollar acquisition of vRad by Providence Equity Partners, LLC.
In re Cell Genesys Shareholder Litigation—Represented BioSante Pharmaceuticals, Inc. in multi-jurisdictional shareholder action seeking to preclude stock-for-stock acquisition.
In re Nash Finch Securities Litigation—Represented Nash Finch and its individually-named directors in a class 10b-5 securities action and related derivative actions relating to financial reporting of promotional allowances. Obtained dismissal with prejudice on motions to dismiss.
In re Rural Cellular Securities Litigation—Represented Arthur Anderson LLP in a class action 10b-5 securities litigation relating to its client, Rural Cellular’s public reporting and accounting for derivatives and hedging activities. Obtained dismissal with prejudice for client.
In re Select Comfort Securities Litigation—Represented Select Comfort in securities litigation arising from initial public offering disclosures. We engaged in aggressive discovery, which established that the Plaintiffs’ reliance on “confidential witness” statements to survive the motion to dismiss was exaggerated at best, if not altogether fabricated. As a result, we obtained a very favorable settlement before summary judgment.
In re VidaMed Shareholder Litigation—Defense counsel for directors, officers and company in shareholder class action challenging acquisition pricing and disclosures. Delaware Chancery Court actions against client were dismissed.
Capital Stream, Inc. v. Meinen, et al.—Defense of corporate management in an action by party seeking tender offer acquisition of IDS Group plc (IDS) to defeat a going private transactioninvolving leveraged management buyout. Matter settled favorably to client with motion to dismiss pending.
Stewart v. Holland, et al.—Represented officers and company in shareholder class action alleging breach of fiduciary duties and inadequate disclosure related to tender offer acquisition of Fargo Electronics. Matter resolved on terms favorable to client.
In re Grand Casino Securities Litigation— Defended class action securities litigation arising from financial disclosures resulting in dismissal of federal court claims followed by favorable settlement on behalf of client.
In re Educational Alternatives Securities Litigation—Defended class action securities litigation arising from revenue reporting. Obtained voluntary dismissal of federal court claims after filing motion to dismiss on behalf of client.
Bondholders Recovery Team v. Grant Thornton—Defended class action securities litigation arising from trust indenture bond default. Secured state court summary judgment in favor of client affirmed on appeal.
In re Control Data Securities Litigation—class action securities litigation arising from financial restatement. Federal court directed verdict in favor of client followed by favorable settlement.
Moorhead v. Touche Ross—Defended class action securities litigation arising from trust indenture bond default. Secured federal court summary judgment in favor of client affirmed on appeal. We also established through this case the “bespeaks caution” doctrine in the 8th Circuit.
In re Continental Coin Securities Litigation—Defended class action securities litigation arising from margin account commodities trading. Obtained jury verdict in favor of client in state court trial affirmed on appeal.