Professional Experience
Partner
Current
Current
Glassman v. Arthur Andersen (S.D.N.Y.): Defense of purported class action on behalf of purchasers of Bennett Funding Group securities issued pursuant to Ponzi scheme. Defeated motion for certification of class of purchasers of hundreds of millions of dollars of defaulted notes and securities. Action settled. Breeden v. Arthur Andersen (S.D.N.Y./2d Cir.): Defense of $150 million accountant malpractice claims by Trustee in Bankruptcy of Bennett Funding Group. Andersen's motion for summary judgment, dismissing all claims based on standing/in pari delicto granted after live witness hearing, and affirmed on appeal.
Current
A.F.I.K. Holdings v. Fass (D.N.J.): Defense of securities class actions against issuer and inside directors for money damages (motions to dismiss original and amended complaints granted; appeal pending). Nelson v. Conrad, et al. (N.J. Super. Ct.): Defense of derivative litigation against inside and outside directors of public company: motion to dismiss granted.
Current
Saddle Rock v. Maybelline (W.D. Tenn./S.D.N.Y.): Defense of securities class action (settled for $2.6 million): Rule 12(c) motion (under Second Circuit law) granted in part and denied in part in S.D.N.Y., after contested Section 1404 transfer motion granted, notwithstanding W.D. Tenn. denial of prior counsel's Rule 12(b)(6) motion (under Sixth Circuit law).
Current
In re CyberShop.com, Inc. Securities Litigation (D.N.J.): Defense of securities class actions: motion to dismiss granted, without leave to replead.
Current
In re FoxMeyer Securities Litigation (N.D. Tex.): Defense of issuer and certain officers and directors in securities class action: settled for cash payment of $592,000 and assignment of claims against estate of D&O carrier in liquidation. Grossman v. FoxMeyer Health Corp. (Tex. Dist. Ct., Dallas): Defense of nationwide class action by securities holders under state common law: action settled after plaintiff's motion for class certification denied (following evidentiary hearing).
Current
Defense of consolidated securities class actions and ERISA class actions (M.D.Fla.) and derivative litigation (Florida State Court): all actions pending.
Current
Brown v. LaBranche (N.Y. Sup. Ct. N.Y. Co.): Defense of derivative (“failure of oversight”) claims (motions to dismiss granted). In re LaBranche Sec. Litig.(S.D.N.Y.): Defense of Rule 10b-5 class action by purchasers of LaBranche securities (pending). In re NYSE Specialists Sec. Litig. (S.D.N.Y): Defense of LaBranche in class action against NYSE specialist firms, by persons who engaged in securities transactions on NYSE (pending).
Current
Bendas v. ML Media Partners, L.P., et al. (Sup. Ct. N.Y. Co.): Defense of class action by limited partners alleging breach of contract and fiduciary duty by general partners and affiliates: motion to dismiss granted; dismissal affirmed on appeal and motions for leave to amend complaint denied. Broome v. ML Media Opportunity Partners, et al. (Sup. Ct. N.Y.Co.): Defense of class action by limited partners alleging breach of contract and fiduciary duty by general partners and affiliates: motion to dismiss granted; dismissal affirmed on appeal and motions for leave to amend complaint denied.
Current
SEC v. Parmalat Finanziaria S.p.A. (S.D.N.Y.): Defense of securities fraud claims: settled with no fine or other monetary payment by Parmalat.
Current
Haegle v. Scott (Broomfield Co. Dist. Ct., Colo.): Defense of former affiliated company in shareholder derivative action against same and the officers and directors of former parent (action voluntarily dismissed).
Current
Ash v. Medical Resources, Inc. (D.N.J.): Defense of two director defendants in non-class action under PSLRA: settled, no payment. In re Medical Resources, Inc. Securities Litigation (D.N.J.): Defense of two director defendants in class action under PSLRA: settled, no payment. Schaffer v. SC Fundamental Inc. (S.D.N.Y.): Defense of derivative action seeking recovery under Section 16(b) of the Exchange Act: settled.
Current
Goldstein v. Langerman (Del. Ch.); Joerger v. Langerman (Del. Ch.); Shallal v. Elson (S.D. Fla.): Defense of state court derivative and class actions against Special Committee of Board of Directors (plaintiffs voluntarily discontinued); motion to dismiss federal action granted.
Current
Friedman v. Rayovac Corp., et al. (W.D. Wisc.): Defense of major shareholder in 10b-5 and '33 Act (Section 11/12) class action litigation: motions to dismiss all claims against shareholder granted.
Current
Defense of two outside directors/audit committee members in numerous state and federal court securities and ERISA class actions, and related shareholder derivative litigation under Bermuda law: ERISA and derivative actions dismissed on motion; federal securities action pending.
Current
Venoco, Inc. v. Eson, et al. and Eson v. Venoco, Inc. (Del. Ch.): (1) Successful defense, after expedited trial, of claims against Enron and two of its executives for alleged aiding and abetting of what the Court found to be breaches of fiduciary duty by two executives of Venoco, an oil company in which Enron was a major shareholder; and (2) successful prosecution, after expedited trial, of Enron's claims to enforce shareholder consents and to overturn Venoco Board action setting "staggered" terms and creating an executive committee of the board controlled by Venoco's chairman/CEO.
Current
In re Enterprise Mortgage Acceptance Co. [Great Southern Life/Aetna Life Ins.] (S.D.N.Y./2d. Cir.): Defense of issuer of loan securitizations, in a dozen actions by institutional investors. Motion to dismiss two actions on statute of limitations grounds granted, and affirmed on appeal, holding (as an issue of first impression within the Second Circuit) that Sarbanes-Oxley’s extended statute of limitations does not revive previously time-barred claims (remaining claims settled).
Current
Mecca v. Gibraltar Corp. (S.D.N.Y.): Defense verdict for lender and its President on RICO, Exchange Act, and common law claims after eight-week jury trial.
Current
New Jersey Office Supply v. Feldman (D.N.J.): Conducted internal investigation and then obtained summary judgment on behalf of corporation, as plaintiff, on RICO claims against senior executive based on allegations of misappropriation of funds.
Current
Icahn v. Blunt (W.D.Mo.): Obtained temporary and (after trial) permanent injunctions against, and declaratory judgment as to unconstitutionality of, Missouri Anti-Takeover Statute.
Current
The McGraw-Hill Companies v. Vanguard Funds (S.D.N.Y./2d Cir.): Successful prosecution, through trial and appeal, of action by McGraw-Hill to permanently enjoin Vanguard from issuing a new class of exchange-traded securities, based on the S&P 500, in violation of license issued by McGraw-Hill.
Current
In re Olympia & York Realty Corp. (Bky. S.D.N.Y.): Representation of Chapter 11 debtors in obtaining application of business judgment rule, rather than Bankruptcy Code standards, to Board of Directors' decisions with respect to management contracts, and in sustaining propriety of contracts after trial.
Current
Peabody Coal v. Costain (E.D.Mo.): Obtained, after trials, preliminary and permanent injunctions barring UK corporation's sale of Australian coal mining business to French buyer: breach of prior contract of sale with plaintiff established, notwithstanding "fiduciary out" provision under UK law.
Current
Value Partners v. Bain & Co. (D. Mass.): Successful prosecution of action under Brazilian law for unfair competition and tortious interference arising from Bain's hiring of Value Partners' Brazilian office's partners and professional and support staffs, and solicitation of clients. Jury awarded full damages requested ($10 million) after a one-month trial.
Current
Van de Walle v. Unimation (Delaware Ch.): Defense of class action for $23 million money damages (common law disclosure/entire fairness): first Delaware trial verdict for defense (after three week trial) in entire fairness case.
Education
Columbia University
J.D.
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Columbia University
B.A.
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Speaking Engagements
Practical Ethics Issues for Inside and Outside Counsel (Palm Springs, California, February 01, 1984) American Bar Association, Section of Litigation Annual Meeting of Committee on Corporate Counsel
New Directions in Federal Securities Class Actions (Aspen, CO, July 6-9, 2008) NERA's 11th Annual Finance, Law and Economics Securities Seminar
Transnational Issues and Pleading After Tellabs (Naples, Florida, April 11, 2008) University of Wisconsin Law School and Institute for Law & Economic Policy, 14th Annual ILEP Conference
Roundtable: Cox-Thomas Institutional Investor Study Paper: An Overview Summary of Empirical Work Concerning Securities Class Actions (Naples, Florida, April 10, 2008) University of Wisconsin Law School and Institute for Law & Economic Policy, 14th Annual Audit Committee Issues Conference
The Impact of Recent Supreme Court Decisions and Delaware Court Rulings on Director Liability (Ft. Lauderdale, Florida, January 31, 2008) Audit Committee Institute (NACD/KPMG), 4th Annual Audit Committee Issues Conference
When Friendly Takeover Bids Turn Hostile: The Role of Courts as Peacemaker in M&A Transactions (Toronto, Canada, November 28, 2007) The Canadian Institute's 7th Annual Advanced Forum on Securities Litigation
Special Investigations: Audit Committee Oversight and Involvement (December 01, 2006) Deloitte & Touche USA LLP - - Third Annual Audit Committee Symposium
Cross-Border Securities Litigation: The Ties That Bind (Toronto, Canada, November 14, 2006) The Canadian Institute's 6th Annual Advanced Forum on Securities Litigation
Cross-Border Jurisdiction of the U.S. Securities Exchange Commission: A Trap for the Unwary (Toronto, Canada, November 14, 2005) The Canadian Institute's 5th Annual Advanced Forum on Securities Litigation
The Changing World of Corporate Lawyers in the Wake of Sarbanes-Oxley (New York County Lawyer's AssociationNew York, NY, April 14, 2005) Panelist on public forum sponsored by the Securities & Exchanges Committee at the New York County Lawyer's Association.
Statutes of Limitations Under Sarbanes-Oxley: Some Current Issues and Recent Caselaw (New York, December 13, 2004) Glasser LegalWorks Seminars, 14th Annual Institute: Litigation and Resolution of Class Actions
All for One and One for All? Navigating the Changing Landscape of Joint Defense Agreements (New York, October 12, 2004) Panelist for the American Bar Association-CLE teleconference and audio webcast.
All for One and One for All - Joint Defense Agreements (Phoenix, May 07, 2004) American Bar Association Section of Litigation, 2004 Section Annual Conference
Zealous Advocacy v. Corporate Responsibility: Do the Responses to Corporate Scandals Upset Litigators' Duties to Their Clients (San Francisco, August 08, 2003) Examines the role, obligations and potential liability of lawyers under Sarbanes-Oxley and related SEC and state ethics rules.
Moderator, We Don't Know Where We're Goin', but We're on Our Way: The SEC's Noisy Withdrawal Proposals and Related ABA Counter Proposals to Change the Ethics Rules Concerning Attorney-Client Confidentiality (Park City, UT, June 20, 2003)
Sarbanes-Oxley (West Orange, NJ, March 01, 2003) The Association of the Federal Bar of the State of New Jersey, Twenty-Seventh Annual United State Judicial Conference for The District of New Jersey
Accountant's Liability and Derivative Litigation (New York, November 01, 1999) New York State Society of Certified Public Accountants, Foundation for Accounting Education, Litigation and Business Valuation Conference
Current Issues In Securities Class Actions (New York, September 01, 1997) Glasser LegalWorks Seminars - Litigation and Resolution of Complex Class Actions
The Lawyer as Director of a Client (San Francisco, August 01, 1997) American Bar Association, Business Law Section (ABA Annual Meeting)
Should a Corporation's Lawyer Serve as a Director, Too? (San Francisco, August 01, 1997) American Bar Association, Section of Litigation - Lawyers Serving On Their Clients' Boards of Directors: How to Avoid an Accident Waiting to Happen
Life and Death of A Derivative Case (San Francisco, August 01, 1997) American Bar Association, Section of Litigation Annual Meeting
Waiver of Attorney Client Privilege and Work Product Protection by Disclosure to Government Agencies (New York, January 01, 1996) Glasser LegalWorks Seminars, Sixth Annual Institute - Class and Derivative Litigation in the Reform Era: Understanding the Impact of the Private Securities Litigation Reform Act of 1995 on Your Cases and Tactics
Defendants' Approach to Motions to Dismiss and Motions to Stay Discovery in Class Action Suits Under the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 (New York, January 01, 1996) Glasser LegalWorks Seminars, Sixth Annual Institute - Class and Derivative Litigation in the Reform Era: Understanding the Impact of the Private Securities Litigation Reform Act of 1995 on Your Cases and Tactics
Disqualification of Expert Witnesses and Counsel Who Retain Them (Chicago, August 01, 1995) American Bar Association, Section of Litigation - 'Who Can I Turn To...': Ethical Constraints on Communicating With Adversaries, Employees and Experts (ABA Annual Meeting)
What To Do When It's A REAL Emergency (Washington DC, October 01, 1993) American Bar Association, Section of Litigation - Corporate Crisis Management (Annual Fall Meeting)
Ethical Issues Arising Out of Representation of Entities, Constituents and Affiliates: 'Who Is The Client? (New York, August 01, 1993) American Bar Association, Section of Litigation - Practical Ethical Issues: What Inside and Outside Counsel Must Know (ABA Annual Meeting)
Recent Developments in Class, Derivative and Commodities Litigation (Chicago, October 01, 1992) American Bar Association, Section of Litigation Annual Fall Meeting
National Institute on Taking Depositions (New York, May 01, 1992) American Bar Association
Recent Developments in Class Actions: Attorneys' Fees, Partial Settlements and Awards to Named Plaintiffs (New York, February 01, 1992) Practicing Law Institute - Current Problems in Federal Civil Practice
Crooks, Schnooks and Cooking Books: Developments in Business Fraud Litigation (Atlanta, August 01, 1991) American Bar Association, Section of Litigation Annual Meeting
Deep Trouble or Deep Pockets? Litigation Involving Failed or Failing Financial Institutions (Atlanta, August 01, 1991) American Bar Association, Section of Litigation Annual Meeting
Class and Derivative Litigation in the 1990's (New York, October 01, 1990) Prentice Hall Law & Business
Eighth Annual Best Evidence Seminar (New York, March 01, 1990) American Bar Association, Section of Litigation
Significant Procedural Considerations In Federal Court Class Action Settlements (Honolulu, August 01, 1989) American Bar Association, Section of Litigation - Money Isn't Everything, But It May Help: Settling Class Actions (ABA Annual Meeting)
Recent Developments in Contests for Corporate Control: The Bidder's Perspective (Minneapolis, January 01, 1987) Minnesota Institute of Legal Education - Hostile Takeovers
Class Action Certification: Some Tactical Considerations for Plaintiffs and Defendants (Washington DC, June 01, 1985) American Bar Association, Section of Litigation - Recent Developments In the Prosecution, Defense and Settlement of Consumer Class Actions (ABA Annual Meeting)
Websites & Blogs
Website
Website
Contact & Map
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New York, NY 10153
USA
Telephone: (212) 310-8648
Fax: (212) 310-8007