Retek Inc.

Shareholders of Retek Inc. attempted to enjoin a merger between Retek and Oracle Corporation using a class action complaint that sought to prevent the cash tender offer by which the merger was to be accomplished. The plaintiffs alleged a variety of fiduciary duty claims, stating Retek and its directors manipulated financial results, failed to disclose material information regarding the fairness opinions upon which the board had relied in approving the merger, and approved the merger to further their own interests. The complaint was dismissed with prejudice and the plaintiffs received nothing. Retek’s merger with Oracle was accomplished successfully.

Siebel Systems

In parallel federal and state securities actions against Siebel Systems, Orrick obtained the successful dismissals of both a federal securities class action alleging securities fraud and a state shareholder derivative action alleging breach of fiduciary duties against its directors and officers. In the federal class action, the shareholders asserted claims under Sections 10(b), 20(a) and 20A of the Securities Exchange Act of 1934, alleging that Siebel made misrepresentations regarding its customer satisfaction levels and a product release. The state derivative action involved claims for breach of fiduciary duties based on the same allegations.

Sina Corporation (China)

Based on Orrick’s motions, the United States District Court for the Southern District of New York dismissed a consolidated securities class action complaint filed against SINA Corporation, a NASDAQ-listed, China-based Internet company, without leave to amend, effectively ending a set of shareholder lawsuits that had been filed against the company in 2005.

Thane International, Inc.

A complete defense verdict for Thane International, a global direct consumer marketing company, and its directors and officers, in the only known securities class action trial that has gone to verdict in the last decade under the Securities Act of 1933. Following a merger between Thane and Reliant Interactive Media Corporation, the class action lawsuit was filed by Reliant shareholders who alleged Thane had promised it would list the combined company on the NASDAQ's National Market System, but instead it traded on the less prestigious and perceived riskier over-the-counter market.

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.

Select Trials

• Thane International, Inc. Obtained complete defense verdict which was named a "Top Defense Verdict" by the Daily Journal. The plaintiffs appealed the district court's decision, but in the second appeal, the Ninth Circuit affirmed the district court's judgment in favor of our clients. The Ninth Circuit rejected plaintiffs' proposed "per se rule that it is inappropriate to rely on stock prices in an inefficient market to determine loss causation," and upheld the district court's factual findings.
• 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.
• SEC v. Price Waterhouse. Obtained defense verdict in first SEC enforcement action to go to trial.
• Ferriera v. Quik Stop Markets. Obtained defense verdict
• Golden v. A.G. Becker. Obtained defense verdict
• Gary Thompson v. Alan Miller Jr. Obtained defense verdict