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

Derivative Claims Against Directors and Officers

Case Name

Claims Asserted

Court

Milton Pfeiffer v. Spencer Abraham et al. and Occidental Petroleum Corporation.

Claims for breach of fiduciary duty and unjust enrichment

Court of Chancery of the State of Delaware

Representation of outside directors in connection with claim that certain equity grants to the directors violated Company’s Long Term Incentive Plan and that the equity grants were also excessive. Case was settled for corporate therapeutics after a defense presentation to plaintiffs demonstrating the weaknesses of their case.

Luis Gonzalez v. Leo Apotheker et al. and Hewlett-Packard Company

Claims for breach of fiduciary duty and unjust enrichment

Superior Court of the State of California, County of Orange

Representation of outside directors in connection with claims for breach of fiduciary duty in connection with corporate acquisition that resulted in significant write downs. Plaintiffs dismissed their case following motion practice in related federal case.

RP Capital, LLC Derivatively on behalf of Nominal Defendant People’s Liberation, Inc. v. Colin Dyne et al.

Claims of breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste, and self- dealing

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

Representation of the directors of People’s Liberation in connection with shareholder derivative action. Following the filing by defendants of a motion to dismiss, the parties agreed to a settlement based on corporate governance therapeutics, which the court subsequently approved.

In re Countrywide Financial Corp. Derivative Litigation

Derivative action asserting violations of the federal securities laws and breach of fiduciary duty

United States District Court, Central District of California

Representation of former outside director in action arising out of purportedly risky mortgage lending practices. Motion to dismiss granted with prejudice.

Ruby Resnik v. Spencer Abraham, et al. and Occidental Petroleum Corporation

Derivative claim for breach of fiduciary duty based on executive compensation

In the United States District Court for the District of Delaware

Plaintiff alleged the directors breached their duty by approving executive compensation that allegedly violated I.R.C. §162(m) and constituted corporate waste. Following the filing by defendants of a motion to dismiss, the case settled for minor changes in subsequent proxy disclosures.

In re Occidental Petroleum Corporation Litigation

Derivative claim for breach of fiduciary duty based on executive compensation

Superior Court of State of California, County of Los Angeles

Plaintiff alleged the directors breached their duty by approving executive compensation that allegedly violated I.R.C. §162(m) and constituted corporate waste. Following the filing by defendants of a motion to dismiss, the case settled for minor changes in subsequent proxy disclosures. Court granted motion to stay based on pending claim in federal court.

International Brotherhood of Electrical Workers Local 98 Pension Fund v. J. Brandon Black et al. and Encore Capital Group, Inc.

Derivative claims for breach of fiduciary duty

Superior Court of State of California for County of San Diego

Plaintiff claims board failed in its duty of oversight to prevent “illegal” collection practices and also approved excessive executive compensation. Case is ongoing.

In re Valeant Pharmaceuticals Int’l Derivative Litigation

Derivative action for breach of fiduciary duty

Superior Court of the State of California, County of Orange

Case arising out of alleged backdating of stock options settled based on minor corporate governance changes prior to the initiation of discovery.

James Herrig, IRA v. Milan Panic et al.

Derivative action for breach of fiduciary duty

Superior Court of the State of California, County of Orange

Derivative action filed on behalf of ICN Pharmaceuticals, Inc. (“ICN”) alleging breach of fiduciary duty based on corporate waste arising out of “IPO bonus” payments to certain directors and officers of ICN. Complaint also alleged domination and control of board by defendant Panic. Motion to dismiss certain claims granted with prejudice. Motion to stay remaining claim granted. ICN successfully pursued the claims in the Delaware Court of Chancery and derivative action in California was thereafter dismissed with prejudice. Plaintiffs filed motion seeking $1.3 million in attorneys fees, which were opposed and Court awarded only $33,000.

Alaska Electrical Pension Fund v. Sperling et al.

Derivative action for breach of fiduciary duty

United States District Court, District of Arizona

Representation of officers and directors in derivative federal securities action for violations of the ‘34 Act, state securities claims, and breach of fiduciary duty claims arising out of alleged stock options backdating. Case settled after mediation.

In re Chiron Corporation Derivative Litigation

Derivative action for breach of fiduciary duty

Superior Court of the State of California, County of Alameda

Shareholder derivative action arising from, among other things, suspension of Chiron’s license to manufacture FLUVIRIN® vaccine. The Court granted without prejudice motions to dismiss the amended consolidated complaint based on Delaware forum selection clauses in agreements between Chiron and the entity from which it purchased its FLUVIRIN® manufacturing facility. After the motion was granted, the plaintiffs did not refile in Delaware.

Paul Gerstley v. Milan Panic et al.

Derivative action for breach of fiduciary duty

Court of Chancery of the State of Delaware

Duplicative derivative claim containing allegations substantially similar to Orange County derivative action except it adds breach of duty of candor and failure of oversight based on allegations in federal securities class action. Derivative action dismissed in favor of direct claim being pursued by corporation.

Mark Blackman on behalf of Nominal Defendant Oakley, Inc. v. James Jannard et al.

Derivative claim based on securities class action

Superior Court of the State of California, County of Orange

Copycat derivative claim based on same allegations as securities class action plus allegation of insider trading. Case dismissed with prejudice following three successive demurrers, each of which was granted.

Bruce Murphy v. Ronald O. Perelman et al.

Derivative claim

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

Claim alleged improper oversight of company including failure to oversee disclosure that resulted in securities class action. Resolved as part of class action settlement.