Securities Class Actions

Our Securities Litigation and Regulatory Enforcement Group is well-positioned to handle any type of securities class action and has a remarkable success rate to back it up. The group has earned a reputation for exceeding clients' expectations in all phases of litigation. We have successfully defended well over 100 securities class actions throughout the United States, on behalf of companies large and small, and specialize in obtaining dismissals at the motion to dismiss phase (before the commencement of discovery). In addition to our superior record for dismissals, we are one of a handful of firms with lawyers that have tried securities class actions to verdict.

Walkaways

Some cases can be disposed of early by our convincing plaintiffs to dismiss the complaint voluntarily and without payment ("walkaways"). Although walkaways are increasingly difficult to obtain, we continue to be successful in achieving them for both 1933 and 1934 Act cases.

Motions to Dismiss

By raising the standard for pleading securities fraud, the Private Securities Litigation Reform Act of 1995 gives companies an unusual opportunity to knock out a case early. Our securities litigators know how to capitalize on that opportunity. We win motions to dismiss in more than 80 percent of our cases, compared to an industry average of approximately 30 percent.

Moreover, because mounting distrust of corporate America is affecting judges' decisions when making close calls on motions to dismiss, our expertise now more than ever is critically important.

Settlements

Credibility with plaintiff's lawyers translates directly into favorable and early settlements for the defense. Our win rate on motions to dismiss, proven ability to try cases to verdict, and close working relationships with the D&O insurers (who normally contribute to a settlement) gives our team this credibility. As a result, the settlements our securities litigators negotiate are less than half the national average.

Trials

Although few securities cases have actually gone to trial, a credible trial threat often proves decisive in resolving securities class actions on favorable terms to our clients. The public is more inclined than ever to believe that companies and their officers and directors have engaged in misconduct, and the prospect of a bet-the-company jury trial gives plaintiffs enormous settlement leverage. We are able to reverse this leverage because the plaintiffs' securities class action bar knows that we can, and will, take cases to trial, and that we will win. Our securities litigators have extensive jury trial experience, including two of the six major public company securities class actions that have gone to a jury trial in the last five years.

Chesapeake Energy. Orrick has successfully defended Chesapeake Energy and its CEO against the most high-profile executive compensation litigation of the decade. Dozens of lawsuits were filed in state and federal courts challenging the size and structure of the CEO’s compensation, many of which sought to hold Chesapeake’s board of directors personally responsible for alleged damages. Orrick worked to have all of the lawsuits, including two federal class actions, dismissed on the pleadings, and also successfully defended the board’s response to related shareholder litigation demands. To date, there has been no discovery into the question of executive compensation in any lawsuit.

Countrywide Financial Corporation. Orrick represents the former president of Countrywide, the country's largest mortgage lender, in connection with various regulatory and law enforcement investigations, as well as derivative and class action litigation and consumer litigation brought on behalf of various state Attorneys General.

Everex Securities Litigation I & II. Obtained complete defense verdict in both jury trials despite the second being amid the national furor over Enron and other highly publicized accounting scandals.

MaxWorldwide, Inc. (formerly L90). Federal shareholder class action alleging that L90 and other companies fraudulently engaged in so-called “round-trip” transactions with Homestore.com, Inc. The U.S. Court of Appeals for the Ninth Circuit upheld the trial court’s dismissal of our client. Our partners’ analysis, which focused upon the critical element of reliance, was adopted by the U.S. Supreme Court in its seminal decision in Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc.

PricewaterhouseCoopers, LLP. Dismissal of all claims against PwC in consolidated securities fraud class actions brought in U.S. District Court in Maryland based on alleged misstatements in financial statements, which were audited by PwC. Among other grounds for the dismissal, this case was one of the first to apply the Supreme Court’s 2005 decision in Dura Pharmaceuticals v. Broudo, holding that securities fraud plaintiffs cannot satisfactorily allege loss causation simply by alleging that they purchased securities at an inflated price.

Retek Inc. and Oracle Corporation. Class action by shareholders to enjoin a merger between Retek Inc. and Oracle Corporation. The Orrick team also obtained a dismissal with prejudice of a complaint filed against Retek and its board of directors alleging various breaches of fiduciary duty. Retek’s merger with Oracle was accomplished successfully, and the plaintiffs received nothing. Orrick also handled a Section 10(b) class action and a suit opposing the merger with Oracle in Minnesota State Court.

Salomon Smith Barney (and other underwriters). Dismissal with prejudice of a securities class action claiming that Metricom and its underwriters had misled investors regarding a US$300 million investment in the company by MCI Worldcom. The dismissal was affirmed by the Ninth Circuit.

Thane International, Inc. Obtained complete defense verdict which was named a "Top Defense Verdict" by the Daily Journal. It was a rare class action trial under the Securities Act of 1933 and one of only eight securities class actions to be tried to verdict in the last 13 years. Orrick obtained a complete defense verdict on all claims for Thane International and its directors and officers.

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