Most companies with shareholders grapple with securities issues. Securities laws are complex and highly specialized, and lawsuits and regulatory actions alleging securities-based fraud or other misconduct can create unwanted adverse publicity and exposure to significant monetary or regulatory liability. You need seasoned professional advocates who can advise you on how to mitigate risk and defend you from any fallout when litigation is on the horizon.

Alston & Bird’s securities litigators know the breadth of securities actions and can help you properly address challenges in securities class actions, derivative litigation, M&A deal litigation, regulatory investigations, D&O claims against management and board members, and other transaction-based litigation. Our lawyers have a long history of working collaboratively with in-house teams and serving as an adjunct to your existing legal department. We provide clear and pragmatic advice to communicate to your key stakeholders.

We have a strong trial track record and are not afraid to try a case. That said, clients do not always want a lengthy public courtroom fight, and we have a strong record of securing early dismissals and favorable settlements. Our lawyers’ successes have been recognized by many sources, including The Best Lawyers in America 2016 and Chambers USA: America’s Leading Lawyers for Business 2017.

Regardless of industry, Alston & Bird’s Securities Litigation Group is a resource that leaders of public companies rely on for their most important securities issues, whether on immediately pressing matters or long and difficult securities disputes. We have advised clients in billions of dollars’ worth of M&A deals and have never had a deal blocked or delayed. Our pre-trial dismissal rate in securities litigation is well above the national average. We help our clients develop effective strategies that can head off potential challenges and see cases all the way through to the courtroom when disputes cannot be avoided.

The following are representative case work done on behalf of clients of the Securities Litigation Group:
 
Reported Decisions of Relevance
Other Notable Representations
Merger Cases
Regulatory Enforcement
Internal Investigations 

Reported Decisions of Relevance

AmTrust Financial Services, Inc.
We represent AmTrust Financial Services, Inc., and its CEO and CFO in a putative securities class action filed in the Southern District of New York. The complaint alleged that the defendants caused false and misleading statements to be issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act and Section 11 of the Securities Act. The complaint was based largely on a report on the company by a short seller regarding, among other things, the company’s accounting for losses from its insurance operations. The court granted our motion to dismiss due to the plaintiffs’ failure to adequately plead any actionable misstatements, scienter or loss causation. Harris v. AmTrust Fin. Servs., Inc., No. 14-CV-736 VEC, 2015 WL 5707235 (S.D.N.Y. Sept. 29, 2015).

Keryx Biopharmaceuticals, Inc.
We represent the Company and two of its officers in two putative securities class actions filed in the District Court for the Southern District of New York. Plaintiffs generally allege that Defendants caused false and misleading statements to be issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act. On February 14, 2014, the Court granted our Motion to Dismiss. In re Keryx Biopharmaceuticals, Inc., Securities Litig., Civil Action Nos. 13 Civ. 755 (KBF) and 13 Civ. 1307 (KBF), 2014 WL 585658 (S.D.N.Y. Feb. 14, 2014). Lead Plaintiff did not appeal and judgment was entered for the Defendant.

Stoneridge Investment Partners LLC v. Scientific Atlanta, Inc.
We represented Scientific-Atlanta, Inc. in connection with a putative securities class action pending in the District Court for the Eastern District of Missouri. The plaintiffs alleged that Scientific-Atlanta violated Section 10(b) and Rule 10b-5 by entering into a business transaction with Charter Communications about which Charter allegedly made false statements to Charter's shareholders. The court granted our motion to dismiss with prejudice based on Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A., 511 U.S. 164 (1994), which held that there is no private cause of action for aiding and abetting liability under the federal securities laws. The dismissal was affirmed by the Court of Appeals for the Eighth Circuit. In re Charter Communications, Inc. Sec. Litig., 443 F.3d 987 (8th Cir. 2006). The Supreme Court of the United States granted the plaintiffs' Petition for Writ of Certiorari and, in a 5-3 decision, affirmed the ruling of the Eighth Circuit. Stoneridge Inv. Partners, LLC v. Scientific-Atlanta, Inc., 552 U.S. 148 (2008). Justice Anthony Kennedy, writing for the majority, held that Scientific-Atlanta and its co-defendant, Motorola, Inc., could not be liable as a matter of law under Section 10(b) because they made no statements or representations to the supposedly injured investors, nor did they have a duty to speak to those investors. Alston & Bird was counsel of record at all stages of this litigation, including the appeal before the Supreme Court.

Apple South, Inc. /Avado Brands, Inc.
In a case of first impression under the Private Securities Litigation Reform Act, the Court of Appeals for the Eleventh Circuit vacated a district court order denying our clients’ motion to dismiss and remanded for proceedings consistent with its opinion. Bryant v. Avado Brands, Inc., 187 F.3d 1271 (11th Cir. 1999). The District Court for the Middle District of Georgia granted our Renewed motion to dismiss in June 2000 and entered judgment for all the defendants. Bryant v. Avado Brands, Inc., 100 F. Supp. 2d 1368 (M.D. Ga. 2000). The plaintiffs appealed to the Eleventh Circuit, which remanded with instructions. Thereafter, the case was favorably settled.

Schweitzer-Mauduit International, Inc.
We represented Schweitzer-Mauduit International, Inc. (SWM) and certain of its directors and officers in a putative securities class action filed in the United States District Court for the Northern District of Georgia. The plaintiff generally alleged that SWM misled investors regarding the company’s relationship with one of its largest customers and claimed that the defendants had made material misstatements regarding the strength of its intellectual property portfolio. On August 26, 2011, the United States District Court for the Northern District of Georgia dismissed the complaint due to the plaintiff’s failure to plead any actionable statements or scienter adequately. Rather than attempt to re-plead these claims, the plaintiff voluntarily dismissed the claims with prejudice. City of Pontiac Gen. Emps. Ret. Sys. v. Schweitzer-Mauduit Int’l, Inc., 806 F. Supp. 2d 1267 (N.D. Ga. 2011).

Coca-Cola Enterprises Inc. 
We represented certain present and former directors and officers of the company in several derivative suits filed in the District Court for the Northern District of Georgia and in the Delaware Court of Chancery. The defendants’ motion to dismiss the federal derivative action was granted. In re Coca-Cola Enters. Inc. Deriv. Litig., 478 F. Supp. 2d 1369 (N.D. Ga. 2007), aff’d sub nom., Staehr v. Alm, 269 F. App’x 888 (11th Cir. 2008). The defendants’ motion to dismiss the Delaware complaint was also granted. In re Coca-Cola Enters. Inc. S’holder. Litig., C.A. No. 1927-CC, 2007 WL 3122370 (Del. Ch. Oct. 17, 2007). The plaintiffs appealed that order to the Supreme Court of the State of Delaware, which affirmed the dismissal. Int’l Bhd. of Teamsters v. Coca-Cola Co., No. 601, 2007, 2008 WL 2484587 (Del. June 20, 2008).

We also represented the company and certain present and former officers and directors in a related putative securities class action filed in the District Court for the Northern District of Georgia. The plaintiffs generally alleged that the company engaged in an undisclosed practice of stuffing its retail and reseller channels with its soft drink beverage products. The plaintiffs alleged violations of Sections 10(b), 20(a) and 20A of the Securities Exchange Act. The defendants’ motion to dismiss was granted without prejudice. The defendants’ motion to dismiss the amended complaint was also granted. In re Coca-Cola Enters. Inc. Sec. Litig., 510 F. Supp. 2d 1187 (N.D. Ga. 2007). The defendants’ motion to dismiss the second amended complaint was subsequently granted with prejudice. In re Coca-Cola Enters. Inc. Sec. Litig., Civil Action No. 1:06-CV-0275-TWT, 2007 WL 2904160 (N.D. Ga. Oct. 3, 2007). The plaintiffs did not appeal.

Integrity Bank
In two adversary proceedings filed by the trustee in the Bankruptcy Court for the Northern District of Georgia, we represent the former CFO of a bank holding company that sought bankruptcy protection after its sole asset, the bank, went into receivership. In the first adversary proceeding, the trustee generally alleges that our client, along with the CEO and other executives of the bankrupt holding company and bank, caused the bank to fail by engaging in negligent activities and breaching their fiduciary duties. Our motion to withdraw the reference to the District Court for the Northern District of Georgia was granted. The defendants moved to dismiss the trustee's claims under Fed. R. Civ. P. 8; the Fin. Insts. Reform, Recovery, and Enforcement Act, FIRREA; and Fed. R. Civ. P. 23.1, among other grounds.

In the second adversary proceeding, the trustee sought a declaration concerning whether coverage exists under a directors and officers liability insurance policy to defend against the allegations set forth in the first adversary proceeding. Our motion to withdraw the reference to the District Court for the Northern District of Georgia was granted. As in the first adversary proceeding, the defendants moved to dismiss the trustee's claims on mootness and ripeness grounds.

The district court granted the defendants’ motions to dismiss in both adversary proceedings. Lubin v. Skow, 1:09-CV-1155-RWS, 2009 WL 4641761 (N.D. Ga. Nov. 30, 2009); Lubin v. Cincinnati Ins. Co., No. 1:09-CV-1156-RWS, 2009 WL 4641765 (N.D. Ga. Nov. 30, 2009). The Eleventh Circuit affirmed the dismissal. Lubin v. Skow, No. 10-10011, 2010 WL 2354141 (11th Cir. June 14, 2010). 

Haven Trust Bancorp, Inc.
We represented former directors and officers in a putative securities class action filed in the District Court for the Northern District of Georgia. The complaint arose out of private offerings of Haven Trust Bancorp., Inc. stock and alleged claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act and state securities law, as well as claims for common law fraud and negligent misrepresentation. On January 14, 2011, the court granted our motion to dismiss the complaint in its entirety. In one of the first decisions to address such claims in a case arising out of the recent wave of bank failures, the court ruled that the plaintiff shareholders did not adequately plead the intent to defraud or loss causation elements of any of their claims, and further held that the “direct communication” requirement for pleading and proving a common law misrepresentation claim in the context of a securities transaction could not be met. Patel v. Patel, 761 F. Supp. 2d 1375 (N.D. Ga. 2011). The plaintiffs did not appeal.

APA/Premiere Technologies, Inc.
A lawsuit related to the Premiere securities litigation was filed in the District Court for the Southern District of New York by a group of investors who acquired Premiere stock when their company was purchased by Premiere. Judge Schwartz granted a motion filed by Alston & Bird to transfer the New York case to Atlanta. APA Excelsior III, L.P. v. Premiere Techs., Inc., 49 F. Supp. 2d 664 (S.D.N.Y. 1999). The motion to dismiss in the transferred case was granted in part and denied in part. In September 2003, the court granted in its entirety our motion for summary judgment. On appeal, the Court of Appeals for the Eleventh Circuit affirmed in part and reversed in part. Our renewed motion for summary judgment was granted by the court and affirmed by the Eleventh Circuit. APA Excelsior III L.P. v. Premiere Techs., Inc., 476 F.3d 1261 (11th Cir. 2007).

Mirant Corporation
We represented the company and certain of its officers in several putative securities class actions filed in the District Courts for the Northern District of Georgia and the Northern District of California. The plaintiffs generally alleged that the defendants caused false and misleading statements to be issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act and Sections 11 and 15 of the Securities Act. The plaintiffs claimed that the defendants reaped illegal profits by artificially manipulating energy prices in California and materially overstated the company’s financial performance in violation of GAAP. On January 7, 2009, the court dismissed plaintiffs’ complaint in its entirety with prejudice. In re Mirant Corp. Sec. Litig., Civil Action No. 1:02-CV-1467-RWS, 2009 WL 48188 (N.D. Ga. Jan. 7, 2009).

MIVA, Inc.
We represent the company and certain former officers and directors in several putative securities fraud class actions filed in the District Court for the Middle District of Florida. The complaints allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act. The court granted, in large part, our motion to dismiss under the Private Securities Litigation Reform Act and dismissed one of the individual defendants. In November 2009, we were successful in obtaining summary judgment on all remaining claims. In re MIVA, Inc. Sec. Litig., No. 2:05-cv-201-FtM-29DNF, 2009 WL 3821146 (M.D. Fla. Nov. 16, 2009). The plaintiffs appealed the summary judgment decision as well as the court’s prior ruling on the motion to dismiss to the Eleventh Circuit Court of Appeals. On September 30, 2011, the Eleventh Circuit affirmed the District Court’s dismissal of nine of the eleven alleged misstatements and reversed the court’s ruling on summary judgment. On April 16, 2012, Defendants filed a petition for certiorari with the United States Supreme Court seeking review of the Eleventh Circuit’s decision. The petition for certiorari is currently pending.

We represent the company and its board of directors in three putative class action suits filed in New York and Delaware concerning the company’s announced merger with Inuvo, Inc. The plaintiffs have generally alleged that Vertro’s (f/k/a MIVA, Inc.) board breached its fiduciary duty in approving the proposed merger and that Inuvo and one of its subsidiaries aided and abetted the breach. In the Delaware case, the court denied the plaintiff’s motion for expedited discovery and refused to hear the plaintiff’s motion for a preliminary injunction. The New York Court stayed the action pending before it in favor of the proceedings in Delaware and refused to grant the plaintiff’s request for expedited discovery and injunctive relief. The proposed merger was approved by the shareholders and closed shortly thereafter.

Prestige Brands
We represented the company and certain officers and directors in this putative securities class action filed in the District Court for the Southern District of New York. The plaintiffs generally alleged that defendants caused false and misleading statements to be issued in connection with an initial public offering and, thereafter, failed to disclose that demand for certain of the company’s products was declining and that the company was planning to withdraw several products from the market. The plaintiffs alleged violations of Section 10(b) of the Securities Exchange Act and Sections 11, 12 and 15 of the Securities Act. The defendants moved to dismiss under the Private Securities Litigation Reform Act, among other grounds. The court granted the defendants’ motion to dismiss as to the plaintiffs’ claims under the Securities Exchange Act. In re Prestige Brands Holding, Inc., No. 05-CV-06924(CLB), 2006 WL 2147719 (S.D.N.Y. July 10, 2006). The parties subsequently reached a settlement favorable to our clients.

We represented the company in an action brought by one of its suppliers to enjoin the company’s acquisition of a rival. We successfully defended against the injunction proceeding and, in a subsequent arbitration, we limited the supplier’s recovery to $1.00. 

CheckFree Corporation
We represented CheckFree Corporation and certain of its officers in a putative class action in the District Court for the Northern District of Georgia. The complaint alleged violations of Sections 10(b) and 20(a) on behalf of a putative class of all purchasers of CheckFree's stock between April 25, 2006 and October 24, 2006, based on general allegations related to CheckFree’s Electronic Commerce and Payment Services business. The defendants’ motion to dismiss the complaint was granted without prejudice. Skubella v. CheckFree Corp., No. 1:07-CV-796-TWT, 2008 WL 1902118 (N.D. Ga. Apr. 25, 2008). Subsequently, the plaintiff voluntarily dismissed all of its claims with prejudice.

We also represented certain present and former directors and officers of the company in a related derivative and class action merger suit filed in the same court and a related action filed in the Delaware Court of Chancery. Both courts denied the plaintiffs’ motions for preliminary Injunction in the merger suits. In re CheckFree Corp. S’holders Litig., Civil Action No. 3193-CC, 2007 WL 3262188 (Del. Ch. Nov. 1, 2007). Following the denials, the plaintiffs in both cases voluntarily dismissed all of their claims.

Bill Heard Enterprises 
We represent the directors and officers of a failed automotive business in a case that set important precedent in the area of D&O duties while in the zone of insolvency. This lawsuit was brought by the bankruptcy trustee in the United States District Court for the Northern District of Alabama. The complaint alleges, among other things, breach of fiduciary duty arising out of the failure of the business. On October 12, 2010, the court dismissed the trustee's claims related to the allegedly faulty business strategy as impermissible deepening insolvency claims. In a supplemental opinion, the court also held that the trustee's claims failed because the complaint failed to plead adequately a breach of fiduciary duty. Heard v. Perkins, 441 B.R. 701 (N.D. Ala. 2010).

Ingles Markets, Inc.
Alston & Bird represented the Audit Committee of Ingles Markets, Inc. in conducting an internal investigation regarding improper accounting for vendor allowances, which was then the subject of an SEC inquiry. As a result of the investigation, the company restated its earnings for two years. Subsequently, Ingles received a shareholder derivative demand alleging breaches of fiduciary duties relating to the improper accounting, and Alston & Bird represented a special committee of Ingles that was formed to conduct an investigation of the derivative demand. During the investigation, a derivative action was filed against certain officers and directors of Ingles in the District Court for the Western District of North Carolina. Following the investigation, the Alston & Bird report was submitted to the federal court in support of Ingles' motion to dismiss on the ground that the derivative action was not in the best interests of the company. In a written opinion, the court granted the company's motion to dismiss by finding that the special committee "employed and actively used independent, experienced outside counsel [Alston & Bird]," which supported the good faith and reasonableness of the investigation. Madvig v. Gaither, 461 F. Supp. 2d 398, 409 (W.D.N.C. 2006).

Suburban Lodges of America, Inc.
We represented the company and various directors and officers in this putative class action in the District Court for the Northern District of Georgia alleging violations of Sections 11, 12, and 15 of the Securities Act. The court granted our motion to dismiss and entered judgment in favor of defendants. Rudd v. Suburban Lodges of Am., Inc., 67 F. Supp. 2d 1366 (N.D. Ga. 1999). The judgment was not appealed.

First Horizon Pharmaceutical Corporation
We represented the company and certain of its officers and directors in a putative class action filed in the District Court for the Northern District of Georgia. The plaintiffs alleged violations of Sections 11, 12, and 15 of the Securities Act and Sections 10(b) and 20(a) of the Securities Exchange Act. The plaintiffs claimed that the company failed to disclose a known trend of declining sales and that the company overstated financial performance by means of "channel stuffing." The court granted our motions to dismiss under the Private Securities Litigation Reform Act without prejudice and conditioned any further amendment upon the payment of attorneys' fees and costs the defendants incurred in filing the motions to dismiss. The plaintiffs did not pay the defendants' fees, and they did not amend their complaint. Instead, they appealed to the Court of Appeals for the Eleventh Circuit. The Eleventh Circuit affirmed the underlying holding but remanded to allow the plaintiffs to replead under Rule 12(e). Wagner v. First Horizon Pharm. Corp., 464 F.3d 1273 (11th Cir. 2006). The parties subsequently reached a settlement favorable to the client.

iXL Enterprises, Inc.
We represented the company in this putative class action alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act in the District Court for the Northern District of Georgia. The court granted our motion to dismiss with prejudice under the Private Securities Litigation Reform Act. In a related action, the court granted our client's motion to dismiss on venue grounds. In a second related action, the court granted our client's motion to dismiss for failure to state a claim. Next Century Commc’ns Corp. v. Ellis, 214 F. Supp. 2d 1366 (N.D. Ga. 2002), aff’d, 318 F.3d 1023 (11th Cir. 2003). The decisions in both related actions were affirmed by the Court of Appeals for the Eleventh Circuit.

Matria Healthcare, Inc. 
We represented the company, a current officer and director, and two former officers and directors in a putative securities class action filed in the District Court for the Northern District of Georgia. The plaintiffs generally alleged that the defendants caused false and misleading statements to be issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act. The court granted the defendants’ motion to dismiss under the Private Securities Litigation Reform Act. The court subsequently granted with prejudice our motion to dismiss the amended complaint. Barr v. Matria Healthcare, Inc., 324 F. Supp. 2d 1369 (N.D. Ga. 2004).

Miller Industries 
We represented the company and directors and officers in related state and federal securities class actions alleging violations of the Securities Exchange Act and state blue sky statutes. The Tennessee state court dismissed all claims based on our motion to dismiss on behalf of all the defendants, and the Court of Appeals of Tennessee affirmed the dismissal on March 31, 2000. The Supreme Court of Tennessee denied the plaintiffs’ petition for certiorari.

The District Court for the Northern District of Georgia granted, in large part, the defendants' motion to dismiss. In re Miller Indus., Inc. Sec. Litig., 12 F. Supp. 2d 1323 (N.D. Ga. 1998). In November 2000, the court granted our motion for summary judgment and entered judgment for the defendants on all issues, including on accounting-related allegations. The plaintiffs did not appeal. In re Miller Indus., Inc. Sec. Litig., 120 F. Supp. 2d 1371 (N.D. Ga. 2000).

NDCHealth Corp.
We represented the company in this putative class action pending in the District Court for the Northern District of Georgia. The complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act. The court granted our motion to dismiss under the Private Securities Litigation Reform Act. The Court of Appeals for the Eleventh Circuit affirmed. Garfield v. NDC Health Corp., 466 F.3d 1255 (11th Cir. 2006).

PharMerica, Inc.
We represented the company and certain directors and officers in two substantially similar class actions in the District Court for the Middle District of Florida alleging violations under Sections 10(b) and 20(a) of the Securities Exchange Act. The court granted our motion to dismiss with prejudice under the Private Securities Litigation Reform Act. Cutsforth v. Renschler, 235 F. Supp. 2d 1216 (M.D. Fla. 2002).

Host Marriott/ Marriott Marquis Corporation
A putative class of limited partners alleged claims under the Securities Act and the Securities Exchange Act. In ruling on our motion to dismiss, the District Court for the Northern District of Georgia dismissed all asserted securities law claims. Sturm v. Marriott Marquis Corp., 26 F. Supp. 2d 1358 (N.D. Ga. 1998). The plaintiffs amended the complaint to add new claims. Our motion to dismiss the amended complaint was granted in part and denied in part, and the case subsequently settled on highly favorable terms for our clients. Sturm v. Marriott Marquis Corp., 85 F. Supp. 2d 1356 (N.D. Ga. 2000).

RDM Sports Group, Inc.
We represented the chief accounting officer of a bankrupt company in related class actions in the District Court for the Northern District of Georgia alleging violations of Sections 10(b) and 20 of the Securities Exchange Act. On March 10, 2000, the court granted our motions to dismiss and dismissed all claims. A related opinion was affirmed by the Court of Appeals for the Eleventh Circuit in Theoharous v. Fong, 256 F.3d 1219 (11th Cir. 2001).

S-1 Corporation
We represented the company and various directors and officers in this putative class action in the District Court for the Northern District of Georgia alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act. The court granted our motion to dismiss under the Private Securities Litigation Reform Act. In re S1 Corp. Sec. Litig., 173 F. Supp. 2d 1334 (N.D. Ga. 2001). The plaintiffs did not appeal.

SCB Computer Technologies
We represented the company and three of its officers in these securities class actions asserting violations of Sections 10(b) and 20(a) of the Securities Exchange Act in the District Court for the Western District of Tennessee. The plaintiffs’ claims were premised on the company’s announcement that it would restate its financial statements as a result of improper revenue recognition. The court dismissed the consolidated complaint in its entirety with prejudice, and the case was settled during appeal on very favorable terms. In re SCB Computer Tech., Inc. Sec. Litig., 149 F. Supp. 2d 334 (W.D. Tenn. 2001).

TM Sterling /Austin Assocs., Ltd.
We obtained summary judgment in the District Court for the Northern District of Georgia on behalf of this limited partnership regarding Rule 10b-5 claims. The determination was affirmed by the Court of Appeals for the Eleventh Circuit in its first opinion adopting the "bespeaks caution" doctrine. Saltzberg v. TM Sterling/Austin Assocs., Ltd., 45 F.3d 399 (11th Cir. 1995). 

U.S. Oil & Gas
The plaintiffs in this class action in the District Court for the Southern District of Florida alleged, inter alia, claims under the Securities Exchange Act and state blue sky laws against a variety of professionals who provided services to a "boiler-room" sales operation. We represented the target defendant and also defended our client in a related contribution claim. The plaintiffs' claims were settled on favorable terms, and we prevailed in the contribution claims via a "settlement bar" order that was upheld on appeal. In re U.S. Oil and Gas Litig., 967 F.2d 489 (11th Cir. 1992).

A. Duda & Sons, Inc.
We defended the company and six of its directors against claims of breach of fiduciary duty and, with respect to one of the directors, breach of trust in an action in the District Court for the Middle District of Florida. The plaintiff, a minority shareholder, brought direct and derivative claims alleging that a defendant director who served as a co-trustee of a shareholder voting trust breached his duties by electing other defendant directors that he could control, who, in turn, breached their fiduciary duties by, among other things, not taking action to divest the company of its core citrus and vegetables business operations or to restructure them in a way that would have avoided losses suffered from 1996 to 1999. In February 2003, we were successful in obtaining summary judgment in favor of all the defendants on all counts. Kloha v. Duda, 246 F. Supp. 2d 1237 (M.D. Fla. 2003). 

Litigation Related to Corporate Transactions and Fiduciary Duties

We have represented companies and/or their directors and officers in many derivative and class actions arising out of corporate transactions and/or breaches of fiduciary duty.

Our clients in these types of cases include, among others, Dell, BellSouth Corporation, Coca-Cola Enterprises, and Whitney Holding Corporation. Further details about these cases can be found on our website or on request.

Other Notable Representations 

LHC Group, Inc.
We represent the company and one of its executives in a putative securities class action filed in the District Court for the Western District of Louisiana. The plaintiff generally alleges that false and misleading statements were issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act.

Ebix, Inc.
We represent the company and two of its officers in two putative securities class actions filed in the District Courts for the Northern District of Georgia and the Southern District of New York. The plaintiffs generally allege that the defendants caused false and misleading statements were issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act.  

Psychiatric Solutions, Inc.
We represent the company and certain officers in a putative securities fraud class action filed in the District Court for the Middle District of Tennessee. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act.

We also represented certain officers and directors of the company in a related derivative suit filed in the District Court for the Middle District of Tennessee, which was dismissed.

Oclaro Inc.
We represent the company and three of its officers in a putative securities class action filed in the District Court for the Northern District of California. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act.

We also represent the board of directors of the company in related derivative suits filed in the Superior Court of California, County of Santa Clara, and the District Court for the Northern District of California. 

Sonoco Products Co.
We represent the company and two of its officers in a putative securities class action filed in the District Court for the District of South Carolina. The plaintiff generally alleges that the defendants caused false and misleading statements to be issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act. 

Synovus Financial Corp.
We represent the company and certain of its officers and directors in a putative securities class action filed in the District Court for the Northern District of Georgia. The complaint alleges purported violations of Sections 10(b) and 20(a) of the Securities Exchange Act.

Security Bank Corporation
In two state court proceedings filed in the Superior Court of Bibb County, Georgia, we represented the company and certain of its current and former officers and directors. The plaintiffs alleged that Security Bank and the individual defendants caused two separate real estate projects to fail by engaging in negligent activities and breaching their fiduciary duties. The defendants filed motions to dismiss in these cases. The plaintiffs ultimately voluntarily dismissed their causes of action against the defendants.

Movie Gallery, Inc.
We represented the company in its successful merger with Hollywood Video, Inc. Shareholders of Hollywood Video filed a derivative action against Hollywood Video in Oregon State Court seeking to enjoin the merger and alleged that Hollywood’s directors breached fiduciary duties by not obtaining the best price for the company. We worked closely with counsel for Hollywood Video in its defense against a Motion for preliminary injunction. On the eve of the hearing, the plaintiffs backed out of the hearing, and the transaction closed successfully. After the court granted, in part, the company’s motion to dismiss, the case was settled on terms favorable to our clients.

Living Independently Group, Inc.
We represent a passive monitoring systems company and its officers and directors in a class action filed in the Delaware Chancery Court asserting claims for breach of fiduciary duty arising out of a merger with General Electric. The plaintiffs claim the defendants, at the direction of GE, mismanaged the company and forced it into a merger that benefitted the acquirer, preferred shareholders and certain directors to the exclusion of common shareholders.

Koch Industries
We represented the company and its subsidiaries in a putative class action filed in the Superior Court of Fulton County, Georgia, challenging a proposed $21 billion merger between Koch Industries and Georgia-Pacific Corporation. The plaintiffs alleged that Koch aided and abetted breaches of fiduciary duties in connection with the merger. The plaintiffs moved for expedited discovery and a preliminary injunction to enjoin the closing of the transaction. The court denied the plaintiffs' motions. The closing successfully took place shortly thereafter.

Scientific-Atlanta
We represented the company and its directors in a putative class action filed in the Superior Court of Fulton County, Georgia, challenging a proposed $7 billion merger between Scientific-Atlanta and Cisco Systems. The plaintiffs alleged that the defendants breached fiduciary duties in approving the merger. The court denied the plaintiffs' motion for preliminary injunction and the deal successfully closed.

Healthways, Inc.
We represented the company and certain of its officers and directors in a putative securities class action filed in the District Court for the Middle District of Tennessee. The complaint alleged purported violations of Sections 10(b) and 20(a) of the Securities Exchange Act. The case was settled on terms favorable to our clients. 

Cablevision Systems Corporation
We represented the Special Litigation Committee of Cablevision Systems Corporation in connection with 15 derivative actions filed in the Delaware Court of Chancery, New York state court, and New York federal court alleging various causes of action based upon allegedly back dated Cablevision stock options. 

Internap Network Services Corp.
We represent the company and its former CEO and CFO in a putative securities class action filed in the District Court for the Northern District of Georgia. The amended complaint alleges purported violations of Sections 10(b) and 20(a) of the Securities Exchange Act relating to alleged misrepresentations and omissions concerning the acquisition and integration of VitalStream Holdings, Inc. into Internap's CDN Services segment.

We also represent the company and various of its current and former officers in a derivative action filed in the Superior Court of Fulton County, Georgia. The complaint alleges breach of fiduciary duties, unjust enrichment, and waste, concerning the acquisition and integration of VitalStream and the management of Internap.

Clarus Corp.
We represented the company and certain executives in this securities class action in the District Court for the Northern District of Georgia alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act. A favorable settlement was reached involving no contribution by the defendants.

WorldPort Communications
We represented the company and various officers and directors in a putative class action in the District Court for the Northern District of Georgia alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act. The case settled on terms favorable to our clients.

Direct General Corporation
We represented the company and certain current officers in several putative securities class actions filed in the District Court for the Middle District of Tennessee. The plaintiffs in each case alleged that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act by, among other things, making materially false and misleading statements regarding the impact on the business operations of the company by a change in Florida insurance law relating to personal injury protection coverage. The case was settled on terms favorable to our clients.

D T Industries, Inc.
We represented the former president of a Canadian subsidiary of DT Industries, Inc. in a class action alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act against DT Industries, Inc. and several of its subsidiaries and directors and officers. Our client's motion to dismiss was granted.

Premiere Technologies, Inc.
We represented the company and certain directors and officers in the District Court for the Northern District of Georgia against claims under Sections 10(b) and 20 of the Securities Exchange Act. Over twenty lawsuits filed in Atlanta were consolidated into one proceeding. The motion to dismiss was granted in large part in the class action and included the dismissal of all open market purchasers. A motion to dismiss against the plaintiffs’ subsequently filed Third Amended Complaint was granted in part. The case settled on favorable terms for our clients.

Khatib / Platinum Network
We represented Premiere Technologies, Inc., Premiere Communications, Inc., and certain of their officers and directors in a case filed in the District Court for the Eastern District of New York alleging claims related to the national telephone debit card market. The case settled on favorable terms with no contribution by our clients.

Highwoods Properties, Inc.
We represented the company, the acquisition target, and certain of its former directors in this class action alleging violations of Sections 11, 12(2), and 15 of the Securities Act, Sections 14(2) and 20 of the Securities Exchange Act, and ERISA, as well as claims for alleged breaches of fiduciary duties. The District Court for the District of Kansas granted in part and denied in part the defendants' motion to dismiss and granted in substantial part and denied in part the defendants’ summary judgment motion. The court granted the defendants’ motions to dismiss as to all ERISA claims and as to a substantial portion of the securities and breach of fiduciary duty claims. The case settled on favorable terms on the eve of trial.

Mariner Health Care/ Kellett Litigation
We represented the founder and former CEO of Mariner Health Care, Inc., a publicly held company that owned and operated a chain of sub acute care facilities. Mariner acquired a chain of nursing home facilities owned by the Kelletts, and Mariner was subsequently acquired by another publicly held nursing home company. Two actions were filed against our client, other Mariner officers, and Mariner's accounting firm. The Kelletts asserted claims of fraud, breach of fiduciary duty, and violations of Georgia RICO in the Superior Court of Cobb County, Georgia, against our client based upon alleged misrepresentations and omissions in connection with the acquisition of the Kelletts' nursing home company. We obtained a defense verdict on all counts after a five-week trial, and no appeal was taken from that judgment. In the second action, the successor Mariner entity asserted similar claims against our client and the former officers and accounting firm in the State Court of Fulton County, Georgia. Following the Kellett trial, this related action settled on terms very favorable to our client.

State of Georgia v. David L. Pimper
We won a complete acquittal of our client, a federally registered investment adviser, who was charged with six felony counts of investment adviser fraud, false writings, and attempted theft by deception arising out of the operation of an investment program. The state presented 30 witnesses and alleged that our client’s program was a criminal fraud because he promised services that were never performed. Through effective cross-examination, including that of a representative of the United States Securities and Exchange Commission, and a strong defense case featuring a former SEC chief economist, the jury acquitted on all counts.

Longhorn Steaks
We represented the company and directors and officers in this securities class action in the District Court for the Northern District of Georgia alleging a fraud-on-the-market theory under the Securities Exchange Act. After factual discovery, the parties settled the $40 million claim in the range of future defense costs.

PSS World Medical, Inc.
We represented the company and various directors and officers in a class action alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act in the District Court for the Middle District of Florida. Our motion to dismiss was granted with leave to amend. Our motion to dismiss the plaintiffs’ subsequently filed second amended complaint was granted as to all Section 10(b) claims. The plaintiffs filed a Third Amended Complaint alleging only claims under Sections 14(a) and 20(a) of the Securities Exchange Act. The case settled on terms favorable to our client.

IPO Laddering Case 
We represented certain former officers of iXL Enterprises, Inc., in the laddering IPO allocation cases that are pending in the District Court for the Southern District of New York. Those cases allege claims under the federal securities laws against over three hundred issuers, their officers and directors, and their underwriters, arising out of the allocation of stock in the IPOs during the late 1990s. The case settled on terms favorable to our clients.

IRT Property Inc.
We represented the company and certain of its officers and directors in two purported Georgia common law breach of fiduciary duty class action and derivative suits filed in the Superior Court of Cobb County, Georgia. The plaintiffs generally alleged that the defendants breached their fiduciary duties by approving a proposed merger with Equity One, Inc. According to the complaints, the proposed merger was for an allegedly inadequate price, and the proxy disclosure was inadequate. The court denied the plaintiffs’ motions to expedite discovery and for a temporary restraining order to enjoin the proposed merger. The merger closed as scheduled.

Renal Care Group, Inc.
We represent certain of the company’s former officers and directors in a putative class action filed in the Chancery Court for the State of Tennessee in Nashville, Tennessee. The plaintiffs generally allege that the defendants breached their fiduciary duties by approving a merger with Fresenius Medical Care AG. The plaintiffs failed to seek an injunction to halt the merger and the merger closed. Following the close of the merger, a second amended complaint was filed, which added derivative claims based upon alleged backdating of certain stock options. The derivative claims have been dismissed with prejudice. Although the remaining class claims against the former directors are currently pending, an agreement in principle has been reached to settle this matter on terms favorable to the defendants. The settlement is subject to notice to affected shareholders and court approval.

Medaphis
We represented the underwriters in this securities class action alleging misstatements and omissions in an IPO and asserting claims under the Securities Act and the Securities Exchange Act. After initial discovery and motion practice, the plaintiffs' counsel voluntarily dismissed as to the underwriters. The litigation proceeded, however, against other defendants, whom we did not represent.

Rose v. CEM Corporation
We represented the company and officers and directors in this putative class action alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act, as well as a claim for breach of fiduciary duty under North Carolina law. The complaint alleged misrepresentations and omissions relating to the company's May 2000 going private transaction. We persuaded the plaintiff to voluntarily dismiss his action.

Imperial Plastics v. SealMaster Industries
We represented the individual D&O defendants in this action filed in the District Court for the Eastern District of Tennessee alleging breach of contract and related claims. The court granted our motion for summary judgment.

American Marketing Center Southeast
We represented AMC in a breach of contract action filed in the District Court for the Northern District of Georgia. The court granted our motion to dismiss.

DeKalb Telephone Cooperative
We represented several directors of the DeKalb Telephone Cooperative in an action alleging fraud in Tennessee state court. We filed a motion to dismiss. The plaintiff dismissed the complaint before even responding to our motion.

Wrigley v. Water Resources International, Inc.
We represented directors and officers of Water Resources International in a putative class action filed in state court in South Carolina. We settled the matter on favorable terms.

Basin Water, Inc.
We represented Empire Water Corporation in California state court, which was sued as part of this shareholder derivative litigation.

Ohkubo v. Antara, Inc.
We successfully moved to dismiss investment fraud claims against company and two key directors and officers. The dismissal was affirmed on appeal by the Court of Appeals for the Ninth Circuit.

Reidinger v. Harkess
We successfully defended shareholder derivative litigation. Case settled with dismissal of all claims and plaintiffs' surrender of stock in company.

Alfa Corporation
We represented the company and its directors in a putative class action filed in the Circuit Court of Montgomery County, Alabama, and Delaware Chancery Court challenging a proposal made to acquire the shares of Alfa Corporation. The plaintiffs alleged that the defendants breached fiduciary duties in considering the proposal. The parties entered into a stipulation of settlement and the action was dismissed.

Move, Inc. f/k/a Homestore, Inc.
We represented Move, Inc. f/k/a Homestore, Inc. in a series of actions in Los Angeles state court and federal court brought by former shareholders alleging fraudulent inducement to sell their companies in exchange for Homestore shares.

Royal Alliance Associates, Inc.
We successfully prosecuted a series of actions for injunctive and declaratory relief in the federal courts of Virginia, Colorado, and California on behalf of a national broker-dealer firm prohibiting the arbitration of successor liability claims brought by customers of a defunct firm that sold assets to our client.  

Psychiatric Solutions,Inc. Securities Litigation
We represent the company and certain officers in a putative securities fraud class action filed in the District Court for the Middle District of Tennessee.  The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act.

We also represent certain officers and directors of the company in a related derivative suit filed in the District Court for the Middle District of Tennessee.

Dell, Inc.
We represent Dell, Inc. in litigation filed by the Booth Family Trust ("Booth") seeking to enjoin the tender offer and proposed acquisition of Perot Systems Corporation by Dell. The action was filed in the District Court of Dallas County, Texas, against Perot Systems Corporation, officers and directors of Perot, and Dell, alleging a flawed process, an unfair price for Perot stock, and disclosure deficiencies in the Schedule 14D-9. The plaintiff alleged that the officers and directors of Perot breached their fiduciary duties and that Perot and Dell aided and abetted those breaches. After the Booth action was filed, a related action was filed by an individual stockholder asserting the same claims and also seeking injunctive relief. The defendants successfully argued in the Booth action that the tender offer should not be enjoined, resulting in the denial of the plaintiff's motion for preliminary injunction. As a result, the tender offer expired, and Dell acquired enough shares to proceed with the proposed acquisition of Perot.

Oclaro Inc.
We represent the company and three of its officers in a putative securities class action filed in the District Court for the Northern District of California. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act.

We also represent the board of directors of the company in related derivative suits filed in the Superior Court of California, County of Santa Clara, and the District Court for the Northern District of California.

Sonoco Products Securities Litigation
We represent the company and two of its officers in a putative securities class action filed in the District Court for the District of South Carolina. The plaintiff generally alleges that the defendants caused false and misleading statements to be issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act.

Synovus Financial Corp. Securities Litigation
We represent the company and certain of its officers and directors in a putative securities class action filed in the District Court for the Northern District of Georgia. The complaint alleges purported violations of Sections 10(b) and 20(a) of the Securities Exchange Act.

Security Bank Corporation
In two state court proceedings filed in the Superior Court of Bibb County, Georgia, we represent the company and certain of its current and former officers and directors. The plaintiffs allege that Security Bank and the individual defendants caused two separate real estate projects to fail by engaging in negligent activities and breaching their fiduciary duties. The defendants have filed motions to dismiss in these cases.

Living Independently Group, Inc.
We represent the company, a former officer, and its directors, in a putative class action in the Court of Chancery for the State of Delaware. The amended complaint generally alleges that the defendants breached fiduciary duties by mismanaging the company and approving the merger with General Electric Company. The plaintiffs are seeking monetary damages and a quasi-appraisal proceeding for a valuation of their shares.

Koch Industries
We represented the company and its subsidiaries in a putative class action filed in the Superior Court of Fulton County, Georgia, challenging a proposed $21 billion merger between Koch Industries and Georgia-Pacific Corporation. The plaintiffs alleged that Koch aided and abetted breaches of fiduciary duties in connection with the merger. The plaintiffs moved for expedited discovery and a preliminary injunction to enjoin the closing of the transaction. The court denied the plaintiffs' motions. The closing successfully took place shortly thereafter.

Scientific-Atlanta
We represented the company and its directors in a putative class action filed in the Superior Court of Fulton County, Georgia, challenging a proposed $7 billion merger between Scientific-Atlanta and Cisco Systems. The plaintiffs alleged that the defendants breached fiduciary duties in approving the merger. The court denied the plaintiffs' motion for preliminary injunction and the deal successfully closed.

Healthways, Inc. Securities Litigation
We represent the company and certain of its officers and directors in a putative securities class action filed in the District Court for the Middle District of Tennessee. The complaint alleges purported violations of Sections 10(b) and 20(a) of the Securities Exchange Act.

Cablevision Systems Corporation Options Backdating Litigation
We represented the Special Litigation Committee of Cablevision Systems Corporation in connection with fifteen derivative actions filed in the Delaware Court of Chancery, New York state court, and New York federal court alleging various causes of action based upon allegedly back dated Cablevision stock options.

Internap Network Services Corp. Securities Litigation
We represent the company and its former CEO and CFO in a putative securities class action filed in the District Court for the Northern District of Georgia. The amended complaint alleges purported violations of Sections 10(b) and 20(a) of the Securities Exchange Act relating to alleged misrepresentations and omissions concerning the acquisition and integration of VitalStream Holdings, Inc. into Internap's CDN Services segment.

We also represent the company and various of its current and former officers in a derivative action filed in the Superior Court of Fulton County, Georgia. The complaint alleges breach of fiduciary duties, unjust enrichment, and waste, concerning the acquisition and integration of VitalStream and the management of Internap.

Clarus Corp. Securities Litigation
We represented the company and certain executives in this securities class action in the District Court for the Northern District of Georgia alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act. A favorable settlement was reached involving no contributions by the defendants.

WorldPort Communications Securities Litigation
We represented the company and various officers and directors in a putative class action in the District Court for the Northern District of Georgia alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act. The case settled on terms favorable to our clients.

BellSouth Corporation
We represented the company and certain of its officers in a putative securities class action filed in the District Court for the Northern District of Georgia. The plaintiffs generally alleged that the defendants caused false and misleading statements to be issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act and Sections 11 and 12 of the Securities Act. Of the Complaint's myriad claims based on purported GAAP violations and several of BellSouth's public disclosures, the court dismissed all but four at the motion to dismiss stage, and all but one of the Section 10(b) claims. The case was settled on favorable terms.

We represented the company and its directors in a putative class action filed in the Superior Court of Fulton County, Georgia, challenging a proposed $67 billion merger between BellSouth Corporation and AT&T, Inc. The plaintiffs alleged that the defendants breached fiduciary duties in approving the merger. Following the defendants’ submission of motions to dismiss, the plaintiffs stipulated to the dismissal of all their claims. The closing successfully took place shortly thereafter.

CTI Molecular Imaging, Inc.
We represented the company and certain directors in a putative class action filed in the Chancery Court of Tennessee challenging a proposed $1 billion merger of CTI with a subsidiary of Siemens A.G. The plaintiffs alleged that the defendants breached fiduciary duties in approving the merger and moved for a preliminary injunction to enjoin the closing of the transaction. The defendants removed the case to federal court, where a hearing was held on the plaintiffs' motion for preliminary injunction. The court refused to enjoin the transaction, and the closing successfully took place shortly thereafter. The plaintiffs dismissed the case with prejudice without any amount being paid by the defendants.

Direct General Corporation
We represented the company and certain current officers in several putative securities class actions filed in the District Court for the Middle District of Tennessee. The plaintiffs in each case alleged that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act by, among other things, making materially false and misleading statements regarding the impact on the business operations of the company by a change in Florida insurance law relating to personal injury protection coverage. The case was settled on favorable terms.

D T Industries, Inc.
We represented the former president of a Canadian subsidiary of DT Industries, Inc. in a class action alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act against DT Industries, Inc. and several of its subsidiaries and directors and officers. Our client's motion to dismiss was granted.

Premiere Technologies, Inc. Securities Litigation
We represented the company and certain directors and officers in the District Court for the Northern District of Georgia against claims under Sections 10(b) and 20 of the Securities Exchange Act. Over twenty lawsuits filed in Atlanta were consolidated into one proceeding. The motion to dismiss was granted in large part in the class action and included the dismissal of all open market purchasers. A motion to dismiss against the plaintiffs’ subsequently filed Third Amended Complaint was granted in part. The case settled on favorable terms for our clients.

Khatib / Platinum Network
We represented Premiere Technologies, Inc., Premiere Communications, Inc., and certain of their officers and directors in a case filed in the District Court for the Eastern District of New York alleging claims related to the national telephone debit card market. The case settled on favorable terms with no contribution by our clients.

Highwoods Properties, Inc. Securities Litigation
We represented the company, the acquisition target, and certain of its former directors in this class action alleging violations of Sections 11, 12(2), and 15 of the Securities Act, Sections 14(2) and 20 of the Securities Exchange Act, and ERISA, as well as claims for alleged breaches of fiduciary duties. The District Court for the District of Kansas granted in part and denied in part the defendants' motion to dismiss and granted in substantial part and denied in part the defendants’ Summary Judgment Motion. The court granted the defendants’ motions to dismiss as to all ERISA claims and as to a substantial portion of the securities and breach of fiduciary duty claims. The case settled on favorable terms on the eve of trial.

Mariner Health Care/ Kellett Litigation
We represented the founder and former CEO of Mariner Health Care, Inc., a publicly held company that owned and operated a chain of sub acute care facilities. Mariner acquired a chain of nursing home facilities owned by the Kelletts, and Mariner was subsequently acquired by another publicly held nursing home company. Two actions were filed against our client, other Mariner officers, and Mariner's accounting firm. The Kelletts asserted claims of fraud, breach of fiduciary duty, and violations of Georgia RICO in the Superior Court of Cobb County, Georgia, against our client based upon alleged misrepresentations and omissions in connection with the acquisition of the Kelletts' nursing home company. We obtained a defense verdict on all counts after a five-week trial, and no appeal was taken from that judgment. In the second action, the successor Mariner entity asserted similar claims against our client and the former officers and accounting firm in the State Court of Fulton County, Georgia. Following the Kellett trial, this related action settled on terms very favorable to our client.

Datascope Shareholder Litigation
We represented Getinge AB in putative class actions filed by two shareholders of Datascope Corp. against Datascope, its board of directors, and Getinge AB and DaVinci Merger Sub, Inc. in New Jersey Chancery Court seeking to enjoin a $865 million transaction in which Getinge would make a tender-offer to Datascope's shareholders for all of Datascope's outstanding shares, followed by a short form merger between Datascope and Getinge. The plaintiffs alleged that the Datascope defendants breached their fiduciary duties by accepting an inadequate price and by failing to disclose, among other things, management's projections that were relied upon by the investment banker who prepared the fairness opinion on the transaction. The plaintiffs also alleged that Getinge and DaVinci aided and abetted Datascope's breaches of fiduciary duty. The court denied the plaintiffs’ motion for a preliminary injunction, holding that they could not demonstrate any of the four elements required to obtain a preliminary injunction. With the denial of their preliminary injunction motion, The plaintiffs agreed to voluntarily dismiss their claims.

Energy South, Inc.
We represented the company and certain directors and officers in a putative class action filed in the Circuit Court of Mobile County, Alabama. The action sought to enjoin a $775 million merger between the company and Sempra Energy, and alleged that the defendants breached fiduciary duties in approving the merger. The court denied the plaintiff's motion for expedited discovery and the plaintiff's motion for preliminary injunction, and the closing successfully took place shortly thereafter. Following these denials, the plaintiff voluntarily dismissed all of its claims without any amount being paid by the defendants.

State of Georgia v. David L. Pimper
We won a complete acquittal of our client, a federally registered investment adviser, who was charged with six felony counts of investment adviser fraud, false writings, and attempted theft by deception arising out of the operation of an investment program. The State presented thirty witnesses and alleged that our client’s program was a criminal fraud because he promised services that were never performed. Through effective cross-examination, including that of a representative of the United States Securities and Exchange Commission, and a strong defense case featuring a former SEC Chief Economist, the jury acquitted on all counts.

Longhorn Shareholder Securities Litigation
We represented the company and directors and officers in this securities class action in the District Court for the Northern District of Georgia alleging a fraud-on-the-market theory under the Securities Exchange Act. After factual discovery, the parties settled the $40 million claim in the range of future defense costs.

PSS World Medical, Inc. Securities Litigation
We represented the company and various directors and officers in a class action alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act in the District Court for the Middle District of Florida. Our motion to dismiss was granted with leave to amend. Our motion to dismiss the plaintiffs’ subsequently filed Second Amended Complaint was granted as to all Section 10(b) claims. The plaintiffs filed a Third Amended Complaint alleging only claims under Sections 14(a) and 20(a) of the Securities Exchange Act. The case settled on favorable terms.

IPO Laddering Case
We represent certain former officers of iXL Enterprises, Inc. in the laddering IPO allocation cases that are pending in the District Court for the Southern District of New York. Those cases allege claims under the federal securities laws against over three hundred issuers, their officers and directors, and their underwriters, arising out of the allocation of stock in the IPOs during the late 1990s.

IRT Property Inc.
We represented the company and certain of its officers and directors in two purported Georgia common law breach of fiduciary duty class action and derivative suits filed in the Superior Court of Cobb County, Georgia. The plaintiffs generally alleged that the defendants breached their fiduciary duties by approving a proposed merger with Equity One, Inc. According to the complaints, the proposed merger was for an allegedly inadequate price, and the proxy disclosure was inadequate. The court denied the plaintiffs’ motions to expedite discovery and for a temporary restraining order to enjoin the proposed merger. The merger closed as scheduled.

Renal Care Group, Inc.
We represent the company and certain of its former officers and directors in a putative class action filed in the Chancery Court for the State of Tennessee, Twentieth Judicial District, Nashville, Tennessee. The plaintiffs generally allege that the defendants breached their fiduciary duties by approving a proposed merger with Fresenius Medical Care AG. Following the close of the merger, a second amended complaint was filed, which added derivative claims based upon alleged backdating of certain stock options. The derivative claims have been dismissed with prejudice. The remaining class claim against the former directors is currently pending.

Movie Gallery, Inc.
We represented the company in its successful merger with Hollywood Video, Inc. Shareholders of Hollywood Video filed a derivative action against Hollywood Video in Oregon State Court seeking to enjoin the merger and alleged that Hollywood’s directors breached fiduciary duties by not obtaining the best price for the company. We worked closely with counsel for Hollywood Video in its defense against a motion for preliminary injunction. On the eve of the hearing, The plaintiffs backed out of the hearing, and the transaction closed successfully. After the court granted, in part, the company’s motion to dismiss, the case was settled on favorable terms.

Medaphis Securities Litigation
We represented the underwriters in this securities class action alleging misstatements and omissions in an IPO and asserting claims under the Securities Act and the Securities Exchange Act. After initial discovery and motion practice, the plaintiffs' counsel voluntarily dismissed as to the underwriters. The litigation proceeded, however, against other defendants, whom we did not represent.

Rose v. CEM Corporation
We represented the company and officers and directors in this putative class action alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act, as well as a claim for breach of fiduciary duty under North Carolina law. The Complaint alleged misrepresentations and omissions relating to the company's May 2000 going private transaction. We persuaded the plaintiff to voluntarily dismiss his action.

Imperial Plastics v. SealMaster Industries
We represented the individual D&O defendants in this action filed in the District Court for the Eastern District of Tennessee alleging breach of contract and related claims. The court granted our motion for summary judgment.

American Marketing Center Southeast
We represented AMC in a breach of contract action filed in the District Court for the Northern District of Georgia. The court granted our motion to dismiss.

DeKalb Telephone Cooperative
We represented several directors of the DeKalb Telephone Cooperative in an action alleging fraud in Tennessee state court. We filed a motion to dismiss. The plaintiff dismissed the complaint before even responding to our motion.

Wrigley v. Water Resources International, Inc.
We represented directors and officers of Water Resources International in a putative class action filed in state court in South Carolina. We settled the matter on favorable terms.

Basin Water, Inc. Derivative Litigation
We represented Empire Water Corporation, which was sued as part of this shareholder derivative litigation.

Ohkubo v. Antara, Inc.
Successfully moved to dismiss investment fraud claims against company and two key directors and officers. The dismissal was affirmed on appeal by the Court of Appeals for the Ninth Circuit.

Reidinger v. Harkess
Successfully defended shareholder derivative litigation. Case settled with dismissal of all claims and plaintiffs' surrender of stock in company.

Ryan’s Restaurant Group, Inc.
We represented Ryan's Restaurant Group, Inc. in a lawsuit in the Court of Common Pleas in Greenville, South Carolina, seeking to enjoin the merger of Ryan's and Buffets, Inc. The Complaint alleged that the directors of Ryan's breached their fiduciary duties in negotiating the terms of the merger agreement. The parties entered into a stipulation of settlement.

Alfa Corporation
We represented the company and its directors in a putative class action filed in the Circuit Court of Montgomery County, Alabama, and Delaware Chancery Court challenging a proposal made to acquire the shares of Alfa Corporation. The plaintiffs alleged that the defendants breached fiduciary duties in considering the proposal. The parties entered into a stipulation of settlement and the action was dismissed.

Move, Inc. f/k/a Homestore, Inc.
We represented Move, Inc. f/k/a Homestore, Inc. in series of actions in Los Angeles state court and federal court brought by former shareholders alleging fraudulent inducement to sell their companies in exchange for Homestore shares.

Royal Alliance Associates, Inc. – United Securities Successor Liability Case
We successfully prosecuted a series of actions for injunctive and declaratory relief in the federal courts of Virginia, Colorado, and California on behalf of a national broker-dealer firm prohibiting the arbitration of successor liability claims brought by customers of a defunct firm that sold assets to our client.

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Merger Cases

Dell, Inc.
We represented Dell, Inc. in litigation filed by the Booth Family Trust ("Booth") seeking to enjoin the tender offer and proposed acquisition of Perot Systems Corporation by Dell. The action was filed in the District Court of Dallas County, Texas, against Perot Systems Corporation, officers and directors of Perot, and Dell, alleging a flawed process, an unfair price for Perot stock, and disclosure deficiencies in the Schedule 14D-9. The plaintiff alleged that the officers and directors of Perot breached their fiduciary duties and that Perot and Dell aided and abetted those breaches. After the Booth action was filed, a related action was filed by an individual stockholder asserting the same claims and also seeking injunctive relief. The defendants successfully argued in the Booth action that the tender offer should not be enjoined, resulting in the denial of the plaintiff's motion for preliminary injunction. As a result, the tender offer expired, and Dell acquired enough shares to proceed with the proposed acquisition of Perot.

We also represented Dell in litigation concerning attempts to enjoin the acquisition of Compellent Technologies Inc. by Dell. Multiple actions were filed in the Delaware Court of Chancery and in the District Court for the Fourth Judicial District of the State of Minnesota against Compellent, the officers and directors of Compellent, and Dell, alleging that the Compellent board members breached their fiduciary duties in connection with their consideration and approval of the merger and that Dell and its subsidiaries aided and abetted those breaches of duty. After some discovery, the parties entered into a stipulation of settlement to resolve all of the outstanding claims related to this transaction and the merger successfully closed shortly thereafter.

Vertro, Inc. 
We represent the company and its board of directors in three putative class action suits filed in New York and Delaware concerning the company’s announced merger with Inuvo, Inc. The plaintiffs have generally alleged that Vertro’s board breached its fiduciary duty in approving the proposed merger and that Inuvo and one of its subsidiaries aided and abetted the breach. In the Delaware case, the court denied the plaintiff’s motion for expedited discovery and refused to hear the plaintiff’s motion for a preliminary injunction. The New York Court stayed the action pending before it in favor of the proceedings in Delaware and refused to grant the plaintiff’s request for expedited discovery and injunctive relief. The proposed merger was approved by the shareholders and closed shortly thereafter.

New Frontier Media, Inc.
We represent the special committee of a leading provider of transactional television services and distributor of independent general motion picture entertainment. The committee is conducting a review of strategic alternatives, including the possible sale of the company. During the review, a group holding 15.9 percent of the issuer’s stock made an unsolicited offer to purchase the company, and launched a proxy contest to replace four of six directors. The company sued the members of the group in Colorado federal court, alleging that they violated Section 13(d) of the Securities Exchange Act of 1934 by not properly reporting their identity and activities as a group. The suit also alleged that the notice of director nominations failed to comply with the advance notice of nomination requirements contained in the company’s amended and restated bylaws. The matter settled with an agreement by the group to end their proxy contest and participate in the process established by the special committee.

Oclaro Inc.
We represent Oclaro, Inc. and its acquisition subsidiary, in litigation in California and Delaware state court, challenging the merger between Oclaro and Opnext, Inc.

Dell Technologies
We represented the company in an expedited action brought by a group of funds affiliated with investor Carl Icahn seeking disclosure of books and records pursuant to Delaware Code section 220, as part of a proxy contest against Dell’s proposed exchange of Class V common stock for cash and Class C common stock. Icahn withdrew the action and terminated the proxy contest.

Cogdell Spencer Inc.
We represented Cogdell Spencer Inc. and its board of directors in several putative class actions filed in Maryland and North Carolina state court that challenged the company’s proposed merger with Ventas Inc. The plaintiffs alleged that Cogdell’s board breached its fiduciary duties in agreeing to the proposed merger and that Ventas aided and abetted the alleged breaches of fiduciary duty. The plaintiffs moved for expedited discovery and a preliminary injunction to enjoin the closing of the transaction. The parties reached an agreement in principle to settle the cases prior to the resolution of these motions and the deal closed shortly thereafter. The settlement is subject to review and approval by the Maryland court.  

CryoLife, Inc.
We represented the company in two putative class actions filed in the Superior Court of California, Orange County. The plaintiffs generally alleged that CryoLife aided and abetted breaches of fiduciary duty by Cardiogenesis and its board of directors by approving a proposed transaction whereby CryoLife would acquire the shares of Cardiogenesis through a tender offer. The plaintiffs' motions for expedited discovery were denied and the deal closed as scheduled. The plaintiffs subsequently voluntarily dismissed their complaints.

Immucor, Inc. 
We represented the company and its directors and certain officers in putative class actions filed in the Superior Court of Fulton County, Georgia, and the Superior Court of Gwinnett County, Georgia. The actions challenged a $1.9 billion transaction in which an affiliate of TPG Capital made a tender offer for all of Immucor’s outstanding shares, and then consummated a short form merger. The plaintiffs alleged that the Immucor defendants breached fiduciary duties by approving the transaction and by failing to make certain disclosures to shareholders. The plaintiffs initially sought to enjoin the transaction, but we were successful in defeating their motions for expedited proceedings and a preliminary injunction. The deal closed as scheduled.

Koch Industries 
We represented the company and its subsidiaries in a putative class action filed in the Superior Court of Fulton County, Georgia, challenging a proposed $21 billion merger between Koch Industries and Georgia-Pacific Corporation. The plaintiffs alleged that Koch aided and abetted breaches of fiduciary duties in connection with the merger. The plaintiffs moved for expedited discovery and a preliminary injunction to enjoin the closing of the transaction. The court denied the plaintiffs' motions. The closing successfully took place shortly thereafter. 

Scientific-Atlanta 
We represented the company and its directors in a putative class action filed in the Superior Court of Fulton County, Georgia, challenging a proposed $7 billion merger between Scientific-Atlanta and Cisco Systems. The plaintiffs alleged that the defendants breached fiduciary duties in approving the merger. The court denied the plaintiffs' motion for preliminary injunction and the deal successfully closed.

BellSouth Corporation
We represented the company and its directors in a putative class action filed in the Superior Court of Fulton County, Georgia, challenging a proposed $67 billion merger between BellSouth Corporation and AT&T, Inc. The plaintiffs alleged that the defendants breached fiduciary duties in approving the merger. Following the defendants’ submission of motions to dismiss, the plaintiffs stipulated to the dismissal of all their claims. The closing successfully took place shortly thereafter.

CheckFree Corporation
We represented certain present and former directors and officers of the company in related derivative and class action suits filed in the Northern District of Georgia and Delaware Chancery Court challenging the $4.4 billion acquisition of CheckFree by Fiserv. The courts in both the Northern District of Georgia and in Delaware denied the plaintiff’s motions for a preliminary injunction. In re CheckFree Corp. Shareholders Litig., Civil Action No. 3193-CC, 2007 WL 3262188 (Del. Ch. Nov. 1, 2007). Following this denial, the plaintiffs in the Northern District of Georgia and in Delaware voluntarily dismissed all of their claims.

CTI Molecular Imaging, Inc. 
We represented the company and certain directors in a putative class action filed in the Chancery Court of Tennessee challenging a proposed $1 billion merger of CTI with a subsidiary of Seimens A.G. The plaintiffs alleged that the defendants breached fiduciary duties in approving the merger and moved for a preliminary injunction to enjoin the closing of the transaction. The defendants removed the case to federal court, where a hearing was held on the plaintiffs' motion for preliminary injunction. The court refused to enjoin the transaction, and the closing successfully took place shortly thereafter. The plaintiffs dismissed the case with prejudice without any amount being paid by the defendants.

Prestige Brands
We represented the company in an action brought by one of the company’s suppliers to enjoin the company’s acquisition of a rival. We successfully defended against the injunction proceeding and, in a subsequent arbitration, we limited the supplier’s recovery to $1.00.

Datascope Shareholder Litigation
We represented Getinge AB in putative class actions filed by two shareholders of Datascope Corp. against Datascope, its board of directors, and Getinge AB and DaVinci Merger Sub, Inc., in New Jersey Chancery Court seeking to enjoin a $865 million transaction in which Getinge would make a tender-offer to Datascope's shareholders for all of Datascope's outstanding shares, followed by a short form merger between Datascope and Getinge. The plaintiffs alleged that the Datascope defendants breached their fiduciary duties by accepting an inadequate price and by failing to disclose, among other things, management's projections that were relied upon by the investment banker who prepared the fairness opinion on the transaction. The plaintiffs also alleged that Getinge and DaVinci aided and abetted Datascope's breaches of fiduciary duty. The court denied the plaintiffs’ motion for a preliminary injunction, holding that they could not demonstrate any of the four elements required to obtain a preliminary injunction. With the denial of their preliminary injunction motion, The plaintiffs agreed to voluntarily dismiss their claims.

Energy South, Inc.
We represented the company and certain directors and officers in a putative class action filed in the Circuit Court of Mobile County, Alabama. The action sought to enjoin a $775 million merger between the company and Sempra Energy, and alleged that the defendants breached fiduciary duties in approving the merger. The court denied the plaintiff's motions for expedited discovery and preliminary injunction, and the closing successfully took place shortly thereafter. Following these denials, the plaintiff voluntarily dismissed all of its claims without any amount being paid by the defendants.

IRT Property Inc.
We represented the company and certain of its officers and directors in two purported Georgia common law breach of fiduciary duty class action and derivative suits filed in the Superior Court of Cobb County, Georgia. The plaintiffs generally alleged that the defendants breached their fiduciary duties by approving a proposed merger with Equity One, Inc. According to the complaints, the proposed merger was for an allegedly inadequate price, and the proxy disclosure was inadequate. The court denied the plaintiffs’ motions to expedite discovery and for a temporary restraining order to enjoin the proposed merger. The merger closed as scheduled.

Renal Care Group, Inc.
We represent certain of the company’s former officers and directors in a putative class action filed in the Chancery Court for the State of Tennessee in Nashville, Tennessee. The plaintiffs generally allege that the defendants breached their fiduciary duties by approving a merger with Fresenius Medical Care AG. The plaintiffs failed to seek an injunction to halt the merger and the merger closed. Following the close of the merger, a second amended complaint was filed, which added derivative claims based upon alleged backdating of certain stock options. The derivative claims have been dismissed with prejudice. Although the remaining class claims against the former directors are currently pending, an agreement in principle has been reached to settle this matter on terms favorable to the defendants. The settlement is subject to notice to affected shareholders and court approval.

Movie Gallery, Inc. 
We represented the company in its successful merger with Hollywood Video, Inc. Shareholders of Hollywood Video filed a derivative action against Hollywood Video in Oregon State Court seeking to enjoin the merger and alleged that Hollywood’s directors breached fiduciary duties by not obtaining the best price for the company. We worked closely with counsel for Hollywood Video in its defense against a Motion for preliminary injunction. On the eve of the hearing, the plaintiffs backed out of the hearing, and the transaction closed successfully. After the court granted, in part, the company’s motion to dismiss, the case was settled on favorable terms.

Ryan’s Restaurant Group, Inc. 
We represented Ryan's Restaurant Group, Inc. in a lawsuit in the Court of Common Pleas in Greenville, South Carolina, seeking to enjoin the merger of Ryan's and Buffets, Inc. The complaint alleged that the directors of Ryan's breached their fiduciary duties in negotiating the terms of the merger agreement. The parties entered into a stipulation of settlement. 
 
Alfa Corporation
We represented the company and its directors in a putative class action filed in the Circuit Court of Montgomery County, Alabama, and Delaware Chancery Court challenging a proposal made to acquire the shares of Alfa Corporation. The plaintiffs alleged that the defendants breached fiduciary duties in considering the proposal. The parties entered into a stipulation of settlement and the action was dismissed.

Scientific Conservation, Inc.
We represented the company in putative class actions filed in the Superior Court of Fulton County, Georgia, and the Superior Court of Cobb County, Georgia. The plaintiffs generally alleged that SCI aided and abetted breaches of fiduciary duty by Servidyne and its board of directors by approving a proposed transaction whereby SCI would acquire all outstanding shares of common stock of Servidyne through a merger into Scrabble Acquisition, a subsidiary of SCI. The plaintiffs’ motions for expedited discovery were denied in Fulton County. The deal closed as scheduled and the plaintiffs agreed to dismiss their claims in Fulton and Cobb Counties. 

Living Independently Group Inc.
We represent a passive monitoring systems company and its officers and directors in a class action filed in the Delaware Chancery Court asserting claims for breach of fiduciary duty arising out of a merger with General Electric. The plaintiffs claim the defendants, at the direction of GE, mismanaged the company and forced it into a merger that benefitted the acquirer, preferred shareholders and certain directors to the exclusion of common shareholders.

Mirant Corporation
We represent the company and its directors in several putative class actions filed in the Superior Court of Fulton County, Georgia, challenging a proposed $3.1 billion merger between Mirant and RRI Energy, Inc. The plaintiffs allege that the defendants breached fiduciary duties in approving the merger. The parties entered into a stipulation of settlement and the action was dismissed.

Coca-Cola Enterprises Inc.
We represented the company and certain of its officers and directors in several putative class action lawsuits filed in the Superior Court of Fulton County, Georgia, and the Delaware Chancery Court. The plaintiffs generally alleged that the defendants breached their fiduciary duties by approving a nearly $14.0 billion transaction whereby The Coca-Cola Company would acquire CCE’s North American bottling operations. The matter settled on favorable terms and the deal closed as scheduled. 

Allion Healthcare, Inc.
We represented the company and certain officers and directors in two consolidated class actions proceeding in the Supreme Court of New York and in the Chancery Court of Delaware. Both actions challenged the $160 million merger between the company and an affiliate of HIG Capital, and alleged that defendants breached fiduciary duties in approving the merger. The plaintiffs also asserted claims against a large shareholder, Parallex and its owner Ray Mirra, for aiding and abetting the alleged breaches. The parties resolved certain disclosure claims, but the litigation continued following the successful closing of the transaction. After motion practice and a mediation, the defendants reached a settlement exclusively with the Delaware plaintiffs, and the New York plaintiffs challenged the approval of the settlement in the Delaware Chancery Court. The Chancellor, however, denied the objection and approved the settlement, finding that the defendants could choose to settle with one set of plaintiffs and that the settlement was fair to the class.

Psychiatric Solutions
We represent the company and certain directors and officers in several putative class and derivative actions filed in Tennessee and Delaware challenging a proposed $3.1 billion merger with Universal Health Services, Inc. The plaintiffs allege that the defendants breached fiduciary duties in approving the merger and certain executive compensation. The parties entered into a stipulation of settlement.

BlueLinx Holdings, Inc.
We represent the company and its directors in putative class actions filed in the Superior Court of Cobb County, Georgia, the United States District Court for the Northern District of Georgia, the Supreme Court of New York, and Delaware Court of Chancery seeking to enjoin a $50 million transaction in which Cerberus Capital Management would make a tender offer to BlueLinx's shareholders for all of BlueLinx's outstanding shares, followed by a short form merger. The plaintiffs allege that the BlueLinx defendants breached their fiduciary duties by, among other things, accepting an inadequate price and failing to make certain disclosures in public filings. The plaintiffs’ motions for expedited proceedings were denied in all cases. 

Clearwater Paper Corporation
We represent the company in a consolidated putative class action filed in the Superior Court of Fulton County, Georgia, challenging a proposed $500 million merger between the company and Cellu Tissue Holdings, Inc. The plaintiffs allege that Cellu Tissue and certain of its officers and directors breached fiduciary duties in approving the merger and that the company aided and abetted those alleged breaches.

The Carlyle Group
We represent the company in two putative class actions filed in the Delaware Court of Chancery and in the United States District Court for the Western District of North Carolina challenging a proposed $3.9 billion merger between the company and CommScope, Inc. The plaintiffs allege that CommScope and certain of its officers and directors breached fiduciary duties in approving the merger and that the company aided and abetted those alleged breaches. 

Syniverse Holdings, Inc.
We represent the company and certain of its officers and directors in a putative class action filed in the Circuit Court of Hillsborough County, Florida, challenging a proposed $2.6 billion merger between the company and The Carlyle Group. The plaintiffs allege that the defendants breached fiduciary duties in approving the merger.

Whitney Holding Corporation
We represent the company and its directors in a putative class action filed in the Civil District Court for the Parish of Orleans, Louisiana and the U.S. District Court for the Eastern District of Louisiana, challenging a merger between the company and Hancock Holding Company. The plaintiffs allege that the defendants breached fiduciary duties in agreeing to enter into the merger agreement and that the defendants made misrepresentations and omissions in the proxy statement. The parties reached a settlement in principle.

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Regulatory Enforcement

Freddie Mac
Alston & Bird represented an officer of Freddie Mac in an SEC investigation involving various accounting issues. After providing the SEC with a Wells Submission arguing that the SEC should not go forward with an enforcement action against the client, the SEC terminated the matter.

HomeBanc Corporation
Alston & Bird represented HomeBanc in connection with an investigation by the SEC regarding that company’s valuation of its mortgage-backed securities and the adequacy of its loan loss reserves.

Cox Communications, Inc.
Alston & Bird represented a former officer of Cox Communications in giving testimony to the SEC and the U.S. Department of Justice, and in providing documents and information subpoenaed by the government.

Enron Corporation
Alston & Bird represented a partner in a major law firm in connection with the SEC/U.S. Department of Justice investigation of Enron.

JDN Realty Corporation
Alston & Bird represented JDN Realty Corporation, a NYSE company, and its subsidiary, JDN Development Company, Inc., in connection with an SEC investigation involving allegations of securities fraud, weaknesses in internal controls, books and records violations, and other violations of the federal securities laws in connection with certain undisclosed compensation and related-party transactions between two of its officers and top developers. After intensive document production, testimony, and negotiation with the SEC, JDN entered into a settlement with the government, including a cease and desist order and no monetary fine.

Electronic Data Systems, Inc.
Alston & Bird represented individuals in an SEC investigation involving accounting and other issues.

King Pharmaceuticals, Inc.
Alston & Bird represented King Pharmaceuticals’ founder and former CEO, other former King Pharmaceutical employees, and a formerly related party to King Pharmaceuticals in connection with an SEC investigation alleging a number of federal securities law violations, including “channel stuffing,” other improper revenue recognition techniques, and improperly disclosed related party transactions.

EcoNet, Inc.
Alston & Bird represented an individual who gave testimony in connection with this SEC investigation.

American Fronteer Financial Corporation
Alston & Bird represented an American Fronteer former employee in an SEC investigation of certain trading activities of American Fronteer in connection with Wavo Corp., a NASDAQ company. No action was taken against the individual.

State of Georgia v. David L. Pimper
Alston & Bird won complete acquittal of our client in a jury trial, a federally registered investment adviser, who was charged with six felony counts of investment adviser fraud, false writings, and attempted theft by deception, arising out of the operation of an investment program.

United States v. David Anderson/SEC v. David Anderson
Alston & Bird defended the senior vice president a public company in an insider trading criminal prosecution and in parallel civil enforcement actions.

U.S. v. Lenarcic/SEC v. Lenarcic
Alston & Bird defended a hedge fund general partner in a federal criminal action and in a parallel SEC civil enforcement proceeding arising out of misappropriation of fund assets.

Hedge Funds
Alston & Bird had represented hedge funds, their advisers, and their principals in a wide range of ongoing SEC investigations and examinations, including investigations involving Regulation M, Rule 105, “cherry picking,” insider trading, and alleged gifts and entertainment rule violations.

Insider Trading Enforcement Actions and Investigations
Alston & Bird has represented numerous entities and individuals, including publicly traded companies, insiders, general counsel, hedge funds, advisers, brokers, and traders in a number of SEC insider trading enforcement actions and investigations.

Options Backdating Investigations
Alston & Bird represents numerous entities and individuals, including publicly traded companies, special committees, directors, CEOs and other senior executives, and a benefits consulting firm in a number of SEC options backdating investigations.

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Internal Investigations

• Beazer Homes, USA
  Alston & Bird represented the Audit Committee in conducting an internal investigation into the company’s mortgage-related practices and certain accounting practices.
• Wellmont Health System
  Alston & Bird represented the audit committee of this health care system in an internal investigation of improper accounting practices relating to earnings management.
• Alston & Bird assisted a client investigate and ultimately refer to the U.S. Department of Justice suspected trade secret theft by an independent contractor/software consultant involving multi-million dollar confidential technology for compression of satellite television signal. The individual in question was prosecuted and convicted of felony violation of the Economic Espionage Act.
• Alston & Bird conducted an internal investigation of a publicly traded restaurant chain into accounting irregularities while the company was under investigation by the SEC.
• Alston & Bird conducted an internal investigation of a subprime lender into the practices of a former employee.
• Alston & Bird conducted an internal investigation of charge-back transactions at an internet payment service provider.
• Alston & Bird conducted an internal investigation of a human tissue company’s practices concerning the handling and sterilization of human tissue.
• Alston & Bird investigated wire-tapping and trade secret theft by a former senior executive of a cable entertainment company who was secretly participating in executive telephone conference meetings long after being separated. We developed the evidence with the District Attorney in cooperative investigative activity designed to confirm the misuse of confidential information. The former executive was prosecuted and convicted of felony wire-tapping.
• Alston & Bird conducted an internal investigation of allegations of fraud and other malfeasance by a corporate officer.
• Alston & Bird conducted an internal investigation for a software developer into accounting irregularities.
• Alston & Bird conducted an internal investigation of a retail grocery chain into allegations of improper accounting for vendor allowances.
• Alston & Bird represented the audit committee of a financial institution in an internal investigation of improper practices of several subsidiaries relating to accounting for recoveries.
• Alston & Bird represented a client providing construction lending in an internal investigation of embezzlement and conflicts of interest.
• Alston & Bird represented a banking institution in an SEC investigation into accounting for mortgage income.
• Alston & Bird conducted an internal investigation of potential insider trading at a consumer products manufacturer.
• Alston & Bird conducted an internal investigation of fraudulent activity by employee of construction company and potential impact on company's financial statement.  

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