SHAREHOLDER AND SECURITIES DISPUTES

Defense of Apollo Global Management and several of its affiliates in connection with state and federal securities fraud class actions and shareholder derivative suits which sought damages in excess of $300 million.  Those claims arose from the Apollo board’s approval of its acquisition of ADT in 2016 and subsequent sale of a portion of ADT through an IPO which took place in January 2018.  Shortly after the 2018 IPO, ADT’s stock price dropped resulting in shareholders filing a number of securities fraud and related claims against ADT, Apollo, certain Apollo board members, and others.

Trial counsel in a dispute over corporate board appointment powers which ultimately determined control of an approximately $100 million fund. Following a full trial on the merits, the court determined that the firm’s client had the power to appoint a majority of the corporation’s board of directors and maintain control of the fund. The opposing party was represented at trial by an Am Law 100 firm and the trial witnesses included a former Florida Lieutenant Governor and two former Florida Senate Presidents, one of which previously served as Florida’s elected Chief Financial Officer.

Represented Special Litigation Committee (“SLC”) that was established to investigate a variety of potential derivative claims against the directors of Broken Sound, a 1,400-member private residential golf and country club community.  The potential derivative claims alleged, among other things, that the directors improperly allocated millions of dollars in debt obligations, funded capital improvements in violation of the club’s bylaws, and imposed disproportionate dues increases on certain member classes.  After conducting an independent investigation, the SLC determined that the board exercised its business judgment in good faith and none of the proposed derivative claims were in the best interest of the club.  Based largely on the SLC’s report, the trial court dismissed derivative claims which had been filed against certain of the club’s directors.

Defended founder, chairman and CEO of a public company in connection with state and federal securities fraud claims asserted by institutional investor alleging misrepresentations regarding the value of the public company’s intellectual property, forward looking revenue projections, and manufacturing capabilities.  Obtained a dismissal of all securities fraud claims with prejudice.

Represented publicly registered alternative fuel company in defense of hostile takeover attempt by the company’s largest unit holder. After the unit holder refused to close on a $30,000,000 agreement for the repurchase of his interest in the company, the unit holder attempted to take control of the board of directors and filed a variety of claims against the company, members of its board, and the company’s management, including state and federal securities fraud claims, breach of fiduciary duty claims, claims to enjoin investor votes, and claims alleging certain proxy statements were misleading. See Retterath v. Homeland Energy Solutions, LLC et al, 2014 WL 7776705 (S.D. Iowa Dec. 24, 2014); Retterath v. Homeland Energy Solutions, LLC, — F.Supp.3d —-, 2014 WL 7776503 (S.D. Iowa 2014); Retterath v. Homeland Energy Solutions, LLC, 2014 WL 1515522 (S.D. Fla. Apr. 17, 2014).

Represented individual directors and corporate administrator of a $500 million offshore hedge fund in numerous lawsuits in multiple jurisdictions arising out of a complex valuation fraud scheme perpetrated by the hedge fund’s investment manager. The various lawsuits included a securities fraud class action lawsuit brought by two individual investors, see Bruhl v. PricewaterhouseCoopers Int’l, 2007 WL 997362 (S.D. Fla. Mar. 27, 2007); a separate federal securities fraud lawsuit brought collectively by a large group of institutional investors, see Pension Committee of the University of Montreal Pension Plan v. Banc of America Securities, LLC, 592 F. Supp. 2d 608 (S.D.N.Y. 2009), and claw-back and negligence-based claims brought by the hedge fund’s court-appointed receiver. See Court-Appointed Receiver of Lancer Offshore, Inc. v. Citco Group Limited, 2011 WL 1233126 (S.D. Fla. Mar. 30, 2011).

Defended international New York-based law firm’s Board of Directors against breach of partnership agreement, breach of fiduciary duty, and defamation claims asserted by five of the firm’s former equity partners. Yueh-Mei Kim Nutter, P.A. v. Schober, 2011 WL 1474864 (S.D. Fla. Feb. 4, 2011).

Prosecuted claims on behalf of a national client to prevent a competitor from closing of an operational merger and acquiring a certain target entity based on our client’s right of first refusal to purchase the target entity’s assets. The competitor offered the target entity $28,000,000, in addition to a recapitalization of an additional $25,000,000 to $50,000,000 of one of the target entity’s affiliates, as consideration for the merger.

Represented multinational financial institution that served as administrator and custodian of a multi-billion dollar hedge fund group in multiple lawsuits, including a federal securities class action lawsuit and shareholder derivative claims, arising out of the hedge funds’ losses caused by the Bernard L. Madoff Ponzi scheme. See Anwar v. Fairfield Greenwich Ltd., 2013 WL 662972 (S.D.N.Y. Feb. 25, 2013); Stephenson v. Citco Group Limited, 700 F. Supp. 2d 599 (S.D.N.Y. 2010).

Represented an audit engagement partner from a Big Four accounting firm in connection with responding to a SEC Wells notice arising out of the restatement of a national restaurant chain’s financial statements; SEC ultimately decided not to initiate an enforcement proceeding against our client.

Defended investment portfolio management company in defense of Sarbanes-Oxley and Dodd Frank Act whistleblower claims.