Eric S. Waxman as Lead Attorney
Representative List of Cases

Cases Representing Issuers, Directors and Officers, and Underwriters in Federal Securities Class Actions, Derivative Actions and Class Claims for Breach of Fiduciary Duty

Class Actions for Breach of Fiduciary Duty Arising out of Mergers or Acquisitions

Case Name

Claims Asserted

Court

Lavern Busse v. United Panam Financial Corp. et al.

Class action for breach of fiduciary duty

Superior Court of the State of California, County of Orange

Representation of equity sponsor in going private transaction. Plaintiffs dismissed equity sponsor upon filing of motion for judgment on the pleadings.

In re Arden Group, Inc. Shareholder Litigation

Class action for breach of fiduciary duty

Superior Court of the State of California, County of Los Angeles

Representation of company and its board in connection with sale to a third party. Court granted defendants’ demurrer. Case still pending but likely to be dismissed with prejudice.

In re Yongye International, Inc. Shareholder Litigation

Class action for breach of fiduciary duty

Eighth Judicial District Court, Clark County Nevada

Representation of majority shareholder who was also Chairman and Chief Executive Officer of the company in a going private transaction. Successfully defeated plaintiffs’ motion for preliminary injunction and case is ongoing with pending motions to dismiss.

Pipefitters Local No. 636 Defined Benefit Plan v. Oakley, Inc. et al.

Class action for breach of fiduciary duty

Superior Court of the State of California, County of Orange

Case dismissed after demurrer filed. Plaintiff’s counsel, Coughlin Stoia Geller Rudman & Robbins LLP, sought fees based on mootness claim and common benefit doctrine in light of minor changes made to proxy. Court denied motion for attorneys’ fees. Trial court’s denial of attorneys’ fees upheld in published opinion in California Court of Appeal. Published opinion at 180 Cal. App. 4th 1542, 104 Cal. Rptr. 3d 78.

In re Feihe International Inc. Shareholder Litigation.

Claims for breach of fiduciary duty, including aiding and abetting

Third District Court for Salt Lake County, Utah

Representation of Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd. in shareholder class action asserting breach of fiduciary duty claims in connection with going-private transaction. Following expedited discovery, the court denied plaintiffs’ motion for preliminary injunction.

Dixon v. Cost Plus, Inc.

Federal securities class action under ‘34 Act and state law breach of fiduciary duty and disclosure claims

United States District Court, Northern District of California

Representation of officers and directors in action asserting claims for violations of the federal securities laws and California state fiduciary duty and disclosure law arising out of the acquisition of Cost Plus by Bed Bath & Beyond. The court denied motion for preliminary injunction.

In re Nationwide Health Properties, Inc. Shareholder Litigation

Claims for breach of fiduciary duty, including “duty of candor” claims

Circuit Court for Baltimore City, Maryland

Class action for breach of fiduciary duty based on proposed sale of Nationwide to Ventas in stock for stock transaction. Plaintiffs also alleged that proxy statement was false and misleading. Court distinguished Shanker decision of Maryland Supreme Court and granted motion to dismiss with prejudice finding Revlon duties did not apply in a stock for stock transaction, and rejected plaintiffs’ claims of material misstatements or omissions in company’s proxy.

Michael Palma v. Nationwide Health Properties, Inc. et al.

Claims for breach of fiduciary duty, including “duty of candor” claims

Superior Court of State of California, County of Orange

Court granted motion to stay in favor of prior pending Maryland action.

Rocco Pignone, on behalf of himself and all others similarly situated v. Sangstat Medical Corporation et al.

Class action for breach of fiduciary duty

Superior Court of the State of California, County of Alameda

Representation of directors and officers of Sangstat Medical Corporation in class action alleging breaches of fiduciary duty in connection with the acquisition of Genzyme, Inc. Demurrer granted to original complaint. Demurrer to amended complaint granted with prejudice.

Delbert Smith v. Educate Inc. et al.

Class action for breach of fiduciary duty and disclosure violations

Circuit Court of Baltimore City, Maryland

Representation of director defendants in class action for breach of fiduciary duty and inadequate disclosure in proxy statement arising out of the sale of Educate, Inc. Motion to dismiss granted; case dismissed with prejudice.

In re PETCO Animal Supplies, Inc. Shareholder Litigation

Class action for breach of fiduciary duty

Superior Court of California, County of San Diego

Representation of Leonard Green & Partners, L.P. who were voluntarily dismissed with prejudice after motion for summary judgment was filed. Skadden was then retained by the Special Committee of the Board of Directors of PETCO to serve as co-counsel for the trial phase. Case settled prior to trial.

Paul Githens v. C.G. Kum, et al.

Claims for breach of fiduciary duty

Superior Court of the State of California, County of Los Angeles

Representation of First California Financial Group, Inc. for breach of fiduciary duty in action arising out of announcement of merger with PacWest. Following briefing on plaintiff’s motion for preliminary injunction, the parties settled, agreeing to additional disclosures to shareholders.

Robert F. Troy v. IRIS International, Inc..

Class action for breach of fiduciary duty and violations of the Williams Act.

Superior Court of the State of California, County of Los Angeles

Representation of Iris International and its board of directors for breach of fiduciary duty in action arising out of announcement of merger with Danaher Corporation. Settlement was negotiated and merger was permitted to close.

Coyne v. Gen-Probe, Inc. et al.

Claims for breach of fiduciary duty

United States District Court, Central District of California

Representation of Gen-Probe, Inc. and its board of directors in Delaware and California in shareholder lawsuit arising out of Gen-Probe and Hologic, Inc.’s announcement that they had entered into a merger agreement. Suit was brought in Delaware and California. After expedited proceedings in Delaware, California plaintiffs voluntarily dismissed their case and the parties settled for disclosures only, and the court significantly reduced fee sought by plaintiffs.

Osieczanek v. Thomas Properties Group et al.

Class action for breach of fiduciary duty

Court of Chancery for the State of Delaware

Representation of Thomas Properties Group, Inc. and its board of directors in connection with a merger with Parkway Properties. Plaintiff alleged that the board breached its duties by engaging in an unfair process that resulted in an unfair price for shareholders. Parties have entered into an MOU based on minor changes to the proxy.

Halberstam v. Amylin Pharmaceuticals, Inc.

Claims for breach of fiduciary duty.

United States District Court, Southern District of California

Representation of Amylin Pharmaceuticals, Inc. in action resulting from proposed merger with Bristol Meyer Squibb. Court stayed action in favor of prior pending Delaware action. Delaware action subsequently settled for disclosures only, which resulted in dismissal of California action.

In re Syncor International Corporation Shareholders Litigation

Class action for breach of fiduciary duty

Court of Chancery of the State of Delaware

Alleged breach of fiduciary duty by Syncor directors in connection with reduced consideration in merger with Cardinal Health following revelation of improper payment in company’s overseas subsidiary. Case dismissed as to our clients upon filing of motion challenging complaint’s sufficiency.

In re Harbin Shareholders Litigation

Claims for breach of fiduciary duty and false and misleading proxy statement

Supreme Court of the State of New York, County of Suffolk

Class action for breach of fiduciary of duty arising out of going private transaction for China based U.S. listed company. Plaintiffs also alleged claims for misstatement in proxy materials. Court granted motion to dismiss in favor of prior pending action in Nevada State court.

In re Harbin Electric, Inc. Shareholder Litigation

Claims for breach of fiduciary duty and false and misleading proxy statement

District Court, Clark County Nevada

Class action for breach of fiduciary of duty arising out of going private transaction for China based U.S. listed company. Plaintiffs also alleged claims for misstatement in proxy materials. After various motions filed by the parties, case settled for minor changes in proxy statement.

Dennis Dziak v. China Security & Surveillance Technology, Inc., et al.

Claims for breach of fiduciary duty, including “duty of candor” claims

In the Court of Chancery of the State of Delaware

Class claims alleging breach of fiduciary duty arising out of going private transaction for China based U.S. listed company. Plaintiff also alleged claims for misstatements in proxy materials. After motion to dismiss filed, case settled with slight changes to proxy statement being sole consideration.

Oswald Velz v. China Transinfo Technology Corp. et al.

Claims for Breach of Fiduciary Duty

Eighth Judicial District, Clark County, Nevada

Class claims alleging breach of fiduciary duty arising out of going private transaction for China based U.S. listed company. Plaintiff also alleged claims for misstatements in proxy materials. Representation is ongoing.

Phillip Meeks v. Xianfu Zhu et al.

Claims for Breach of Fiduciary Duty

Court of Chancery, State of Delaware

Class claims alleging breach of fiduciary duty arising out of going private transaction for China based U.S. listed company. Plaintiff also alleged claims for misstatements in proxy materials. Representation is ongoing.

Vitie Rakauskas v. Jianquan Li, Winner Medical et al.

Claims for Breach of Fiduciary Duty

District Court, Clark County, Nevada

Class claims alleging breach of fiduciary duty arising out of going private transaction for China based U.S. listed company. Plaintiff also alleged claims for misstatements in proxy materials. Representation is ongoing.

Harold Sofie v. Kenneth Scott, National Coal. et al.

Claims for breach of fiduciary duty, including “duty of candor” claims

Circuit Court for Thirteenth Judicial Circuit for Hillsborough County, Florida

Class claims alleging breach of fiduciary duty arising out of going private transaction. Included claims for misstatements in proxy materials. Case soon settled with slight changes to proxy statement being sole consideration.

In re 99¢ Only Stores Securities Litigation

Claims for breach of fiduciary, including “duty of candor” claims

Superior Court of the State of California, County of Los Angeles

Class claims alleging breach of fiduciary duty arising out of going private transaction. Included claims for misstatements in proxy materials. Case settled for minimal disclosure changes and modest fee after Court set hearing on motion to dismiss.

Tandem Trading v. Internet Brands, et al.

Claims for breach of fiduciary duty, including “duty of candor” claims

Superior Court of the State of California, County of Los Angeles

Class claims alleging breach of fiduciary duty arising out of going private transaction. Included claims for misstatements in proxy materials. Case settled with slight changes to proxy statement being sole consideration.

John Campbell v. The Talbots, Inc., AEON (U.S.A.) et al.

Class action for breach of fiduciary duty

Court of Chancery of the State of Delaware

Defense of majority shareholder in connection with issuance of Talbot’s common stock to a Special Purpose Acquisition Company, which would result in the SPAC obtaining a majority interest of Talbots. Among other considerations, majority shareholder was getting $500 million of debt paid off at par. Following expedited discovery, plaintiffs withdrew their injunction and transaction closed.

City of Ann Arbor Employees’ Retirement System v. Smart & Final, Inc.

Class action for breach of fiduciary duty arising out of leveraged buyout of Smart & Final, Inc.

Superior Court of the State of California, City of Los Angeles

Case settled based on minor revisions to the proxy statement after motions to dismiss filed.

In re Chiron Corporation Class Action

Class claims for breach of fiduciary duty

Superior Court of the State of California, County of Alameda

Representation of inside directors in connection with going private transaction whereby Chiron was acquired by Novartis Inc., Chiron’s majority shareholder.

Paul Berger, on behalf of himself and all others similarly situated, v. Stuart J.S. Gulland et al.

Class action for breach of fiduciary duty

Circuit Court of Maryland for Baltimore City

Representation of directors and officers of Center Trust, Inc. in class action alleging breaches of fiduciary duty in connection with the acquisition of Center Trust by Pan Pacific, Inc. Following successful opposition to attempt by plaintiff to enjoin transaction, case settled for disclosure modifications and nuisance payment to plaintiff’s counsel.

In re Westfield America, Inc. Shareholders Litigation

Class action for breach of fiduciary duty

Superior Court of the State of California, County of Los Angeles

Class action for breach of fiduciary duty in connection with going private transaction. Settled based on minor changes to proxy.

Jerry Krim v. PETCO Animal Supplies, Inc. et al.

Claims for breach of fiduciary duty, including “duty of candor” claims

Superior Court of the State of California, County of San Diego

Class claims alleging breach of fiduciary duty arising out of going private transaction. Included claims for misstatements in proxy materials. Court granted motion to stay in favor of prior pending Delaware actions and case soon settled with slight changes to proxy statement being sole consideration.

James F. Schofield et al. v. McNeil Partners LP et al.

State court class action for disclosure violations and breach of fiduciary duty

Superior Court of the State of California, County of Los Angeles

Claims for disclosure violations and breach of fiduciary duty brought against managing general partner of a series of publicly traded limited partnerships. Court granted two demurrers and the plaintiffs settled on a basis highly favorable to defendants with only “non-cash” consideration flowing to the class.

Ruth LeWinter et al. v. National Medical Enterprises

Claim for disclosure violations and breach of duty under state law

Superior Court of the State of California, County of Los Angeles

Claim brought following billion dollar merger of National Medical Enterprises and American Medical Holdings, Inc. Successfully opposed plaintiffs’ request for preliminary injunction and obtained a stay in favor of prior pending Delaware action. Both Delaware and California actions eventually settled for $300,000.

A.D. Gilhart v. California Federal Bank et al.

Disclosure violations alleging state law claims

Superior Court of the State of California, County of Los Angeles

Disclosure claims brought under state law following merger between California Federal and First Nationwide. Skadden retained to negotiate resolution of claims between insurer and plaintiffs’ counsel. Successfully negotiated settlement, which was then approved by the Court.