Scrutiny of publicly held companies and the risk of civil lawsuits and regulatory investigations have never been higher.
For years, Godfrey & Kahn has regularly represented clients in complex securities litigation. Examples include:
- Defending companies and their directors and officers in shareholder class actions and other federal and state securities law disputes
- Representing corporations in civil lawsuits alleging securities fraud arising from business failures, failed private placements and unsuccessful stock offerings
- Defending targets and representing witnesses in regulatory enforcement actions
Our trial lawyers regularly counsel and represent publicly traded and closely held businesses and their owners in other litigation involving company internal affairs and governance. Examples include:
- Actions for breach of fiduciary responsibility
- Various control disputes, including proxy contests, attempted receiverships and hostile takeovers
- Shareholder derivative suits, corporate dissolutions and demands for inspection of corporate records
- Dissenters' rights litigation, including fair value determinations and squeeze-out mergers
Our attorneys also assist the boards of directors for both public and private companies in structuring and conducting internal investigations by various special committees.
Goldfinger v. Journal Communications, et al. (E.D. Wis., 2015; Milw. Co. Cir. Ct., 2014).
Defended with co-counsel putative class actions against company and its directors claiming breaches of fiduciary duties and violations of federal securities laws in connection with the merger of two media companies. Plaintiff’s motions to enjoin the sale and for expedited discovery were denied, and the complaints in both cases were dismissed.
Market Street v. Midwest Air Group, Inc., et al. (E.D. Wis. 2007) and Garrett v. Midwest Air Group, Inc., et al. (Milwaukee Co. Cir. Ct., 2006)
Defended putative class actions claiming breach of fiduciary duty against company and its directors in connection with a hostile takeover offer. State case voluntarily dismissed, and federal case involuntarily dismissed.
Merge Technologies Inc. Derivative and Securities Litigation (Milwaukee Co. Cir. Ct., 2007-2008) and (E.D. Wis. 2006-2008)
Defended former CEO and CFO of company in state court derivative action for breach of fiduciary duty against company and directors and former officers. Defending former CEO and CFO in putative class action in federal court for alleged violation in securities laws. Both cases settled.
Lewis v. Straka, et al. (C.D. Ill. 2005. E.D. Wis. 2005-2008)
Defending putative class action of former CFO in securities action against CIB Marine Bancshares, Inc., its directors and several officers for securities fraud and for indirect, control person liability. Motion to transfer case from Central Illinois to the Eastern District of Wisconsin granted. Motion to dismiss securities fraud claim against client and all but one of the individual defendants granted. Case settled.
Irani v. Oshkosh B'Gosh Inc., et al. (Winnebago Co. Cir. Ct., 2005)
Defended putative class action claiming breach of fiduciary duty against company and its directors in connection with an agreement to sell the company. Case dismissed.
Shopko Shareholders Litigation (Brown Co. Cir. Ct., 2005-2006)
Defended consolidated putative class action against company and its directors claiming breach of fiduciary duty in connection with the sale of the company. Plaintiff's motion to enjoin the sale was denied, and case was dismissed.
SEC v. Heartland Advisors, Inc. et al. (E.D. Wis. 2003-2007)
Defended client who SEC claimed was alleged "tipee" of an insider of corporate defendant. Client dismissed on motion for summary judgment.
Strong Mutual Fund Litigation (various federal and state courts, 2003-2010)
Defended advisor and fund manager of the Strong mutual fund family in the series of putative class actions and derivative suits arising out of the alleged "market timing" of the funds. Federal cases transferred to the District of Maryland for pretrial coordination. Cases settled.
Shopko Securities Litigation (E.D. Wis. 2001-2004)
Defended consolidated, putative class actions for securities fraud. Motion to dismiss granted in part, denied in part. Case settled.
Coats v. Viaticals of America, et al. (Superior Ct, San Bernadino Co., California 2002)
Defended successor to bank charged with securities fraud under California state law in connection with others' sales of viatical settlement contracts. Client dismissed on demurrer.
Cumulus Media Securities Litigation (E.D. Wis. 2000-2001)
Defended 11 class actions against Cumulus and its officers arising from Cumulus's earnings restatement. Cases settled.
Kohler Co. Securities and Dissenters' Rights Action (E.D. Wis. 1998-2000, Cir. Ct. Sheboygan Co. 1998-2000)
Represented a mutual fund in a federal court breach of fiduciary duty suit arising out of a squeeze-out merger; and represented 101 dissenters (including two mutual funds and several investment trusts) in related state court appraisal actions. Cases settled.
Value Merchants Securities Litigation (E.D. Wis. 1992-1994)
Defended Value Merchants, Inc. in class action for securities fraud brought against it and two of its executive officers. Case dismissed.
Care Network Securities Litigation (E.D. Wis. 1993-94)
Defended the holding company for a hospital alleged to be a "controlling party" in a class action securities suit against Care Network, its directors, and several hospitals who were members of the Care Network health-maintenance organization. Case settled.
Best Power Technology Derivative Litigation (Cir. Ct. Juneau Co., Wis. 1992-1993)
Represented two minority directors (one of whom was the former president) of Best Power Technology, Inc. in connection with the derivative action brought against the corporation by 16 minority shareholders, including the two minority directors. Retained after defendants counterclaimed against client directors. Case settled on day of trial.