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Securities Litigation & Enforcement Institute 2011


Speaker(s): Allan W. Kleidon, Ph.D., André Birotte, Anthony Tatulli, David H. Kistenbroker, Diane M. Doolittle, Gretchen M. Nelson, Hon. Layn R. Phillips, Hon. Susan Y. Illston, Jerome F. Birn, Jr., John C. Hueston, Jonathan C. Dickey, Joni S. Jacobsen, Jordan Eth, Joseph J. Tabacco, Jr., Matthew W. Close, Michael C. Spencer, Michael J. Dowd, Michele D. Johnson, Ramzi Abadou, Seth Aronson, Shirli Fabbri Weiss, Stephen D. Hibbard, Stuart M. Grant, Timothy A. DeLange
Recorded on: Oct. 17, 2011
PLI Program #: 28252

André Birotte Jr. holds an undergraduate degree from Tufts University and a J.D. from Pepperdine University School of Law. Following law school, Mr. Birotte worked for three years as a deputy public defender in Los Angeles representing indigent clients charged with felony and misdemeanor offenses. In 1995, he joined the United States Attorney's Office in Los Angeles, where he investigated and prosecuted numerous violent crime, fraud, and narcotics trafficking cases. In 1999, Mr. Birotte joined the Quinn Emanuel law firm, where he represented clients in white-collar crime and commercial litigation matters.

Mr. Birotte joined the Los Angeles Police Department’s (“LAPD”) Office of the Inspector General in 2001 as an Assistant Inspector General. In May 2003, after an extensive nationwide search, the Los Angeles Police Commission unanimously selected Mr. Birotte to serve as the LAPD’s Inspector General. In that capacity, Mr. Birotte led a staff of employees, including lawyers, professional auditors, and former law enforcement executives, who were responsible for conducting and overseeing LAPD internal investigations and audits to ensure compliance with both LAPD policies and mandates imposed by a Federal Consent Decree.
 
In December 2009, President Barack Obama nominated Mr. Birotte to serve as United States Attorney for the Central District of California. Mr. Birotte was unanimously confirmed by the United States Senate and was sworn in on March 4, 2010.


Diane Doolittle is Co-Chair of the National Trial Practice Group for Quinn Emanuel Urquhart & Sullivan and is resident in the firm's Silicon Valley Office. Ms. Doolittle practices in all areas of business litigation, with an emphasis on trial practice. As a former prosecutor, she also manages white collar cases, including internal investigations, SEC investigations and grand jury matters. Ms. Doolittle is an experienced and successful trial lawyer. She has tried more than 60 cases in her twenty years of practice. She has won more than 93% of her trials.

In most of her recent matters, Ms. Doolittle has been engaged in the weeks or months before trial, specifically to act as trial counsel. She has tried a wide variety of complex business disputes with tens or hundreds of millions of dollars in dispute in both state and federal court across the country, including antitrust, fraud, breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty and insurance coverage. She has tried employment cases involving allegations of discrimination, harassment and wrongful discharge. Ms. Doolittle also has extensive experience trying criminal cases, from street crimes to white collar crimes. Further demonstrating her versatility, in her most recent trial, she prevailed on behalf of plaintiffs who sued for wrongful death after their daughter died from a drug overdose and obtained a substantial judgment again the individual who failed to summon medical care.

In addition to her hands on trial work, Ms. Doolittle has lectured extensively about trial practice. She teaches trial advocacy and deposition practice at Stanford Law School and the National Institute of Trial Advocacy (NITA). In 2007, 2009, 2010 and 2011, Ms. Doolittle was selected by the San Francisco and Los Angeles Daily Journals as one of the "Top Women Litigators" in California.

Notable Representations

  • Won a defense judgment in federal court in the Central District of California on behalf of The Home Depot in a case alleging misappropriation of confidential and trade secret information.
  • Won a defense award following a JAMS international arbitration on behalf of Oracle Corporation, where Oracle's former Saudi Arabian joint venture partner had sued for fraud and breach of contract under Saudi law seeking tens of millions of dollars.
  • Won a defense verdict in federal jury trial in the Southern District of New York on behalf of The Scotts Miracle-Gro Company where plaintiff alleged an unlawful agreement in restraint of trade and conspiracy to monopolize. Plaintiff sought $250 million in damages.
  • Won a defense verdict following a six-week jury trial in San Francisco Superior Court on behalf of investment bank Jefferies & Co. in which the plaintiff, a highly compensated investment banker, alleged wrongful termination and discrimination. The verdict was nominated for "Verdict of the Month" by The National Law Journal.
  • Won a defense award following a six-week trial in an administrative enforcement action brought by the California Department of Managed Health Care against Kaiser Foundation Health Plan.
  • Won a verdict of $10,500,000 in a federal jury trial in Ohio on behalf of The Scotts Miracle-Gro Company, where Scotts had brought suit alleging breach of contract and fiduciary duty, and successfully defeated defendant's billion dollar fraud counterclaim.
  • Won a defense verdict after a jury and court trial in Orange County Superior Court for a billionaire client accused of wrongfully terminating a managerial employee in retaliation for testifying against him in grand jury proceedings, as well as denying her overtime pay.
  • Won a defense verdict following a jury trial in Los Angeles County Superior Court on behalf of billionaire client who was accused of fraudulently denying his children born out-of-wedlock more than $150 million in child support.
  • Won a plaintiffs’ judgment on all claims after trial in Los Angeles County Superior Court on behalf of the CEO of a large, public company in a wrongful death case where the plaintiff’s daughter died of a drug overdose after defendant failed to summon medical care.
  • Obtained a favorable settlement after six weeks of jury trial in Fresno County Superior Court on behalf of a large security company and its CEO accused of fraud, breach of partnership, and breach of contract.
  • Obtained a $52 million settlement on the eve of trial for an individual plaintiff in a real estate development partnership dispute.
  • Obtained a favorable settlement after four weeks of jury trial in Sacramento Superior Court for a national insurance company, where plaintiff claimed that the insurance company failed to reimburse $135 million incurred in cleaning up a major Superfund site.

Education
  • Boalt Hall School of Law, University of California, Berkeley (J.D., 1989)
  • Institut d'Etudes Politiques, Aix-en-Provence, France (Certificate, 1986)
  • Princeton University, Woodrow Wilson School of Public and International Affairs (A.B., cum laude, 1985)

Prior Associations
  • Office of the District Attorney, Santa Clara County:
  • Senior Trial Attorney, 1993-1998
  • Law Clerk to the Hon. Ronald M. Whyte,
  • United States District Court, Northern District of California,
  • San Jose Division, 1992

Professional Activities
  • Northern District of California Standing Committee on Professional Responsibility, 2010 to present
  • Annual Seminar Committee, Association of Business Trial Lawyers (ABTL), 2010 to present
  • Program Chair, Association of Business Trial Lawyers (ABTL), 2009, 2010
  • Board of Governors, Association of Business Trial Lawyers (ABTL), 2007 to present
  • Lawyer Representative, Ninth Circuit Judicial Conference, 2005 - 2007
  • Lawyer Representative, Northern District of California, 2005 - 2007
  • Instructor, Stanford University Law School, Trial Advocacy Program, 2000 to present
  • Instructor, National Institute of Trial Advocacy (NITA), 1994 to present
  • Adjunct Professor, Santa Clara University School of Law, Trial Advocacy, 1996 - 1999

Admissions
Member, The State Bar of California; Member, The State Bar of Colorado


Jonathan C. Dickey is a partner in the New York office of Gibson, Dunn & Crutcher LLP, and Co-Chair of the firm's National Securities Litigation practice.  He has been engaged in civil litigation practice since 1979, specializing in securities class actions, shareholder derivative litigation, M&A litigation, corporate investigations, and SEC enforcement matters. Over the years, Mr. Dickey has represented many public companies, directors and officers, underwriters, financial institutions, and accounting firms in securities litigation matters. He also has acted as counsel to boards of directors and board committees on securities disclosure and compliance issues, SEC and stock exchange investigations, insurance, and corporate governance issues.

Mr. Dickey is the managing editor of the leading treatise on securities litigation, Practicing Law Institute's Securities Litigation: A Practitioner's Guide, first published in 2006. Mr. Dickey also has served as an advisor to various industry organizations on securities class action law reform matters, and was significantly involved in passage of the Private Securities Litigation Reform Act of 1995. Mr. Dickey also helped draft, and was directly involved in efforts to obtain passage of, the Securities Litigation Uniform Standards Act of 1998, which bars state court securities class actions involving nationally traded securities.

Mr. Dickey is experienced in all aspects of complex civil litigation.  He has acted as lead trial counsel in several successful federal and state court jury trials.

Mr. Dickey earned his Juris Doctor cum laude from the University of Michigan in 1979.  He received his undergraduate degree magna cum laude from Harvard in 1976. Mr. Dickey is a member of the bars of California, New York, and the District of Columbia.

Mr. Dickey has been a frequent lecturer on securities-related topics, including guest lecturing at the Haas School of Business (University of California), and speaking engagements with the American Law Institute-American Bar Association ("ALI-ABA"), the Practising Law Institute Securities Litigation & Enforcement Institute, the Stanford Law School Directors College, and the West LegalWorks Complex Class Actions conference. He has been quoted or featured in articles on securities topics in The Wall Street Journal, Business Week, The American Lawyer, Corporate Board Member Magazine, Institutional Investor Magazine, The Economist, The National Law Journal, and other publications.


Joseph J. Tabacco, Jr. is the managing partner of Berman DeValerio’s San Francisco office. He actively litigates antitrust, securities fraud, commercial high tech and intellectual property matters. Mr. Tabacco is a primary point of contact for many of Berman DeValerio’s institutional clients, including the California State Teachers’ Retirement System, the California Public Employees’ Retirement System, and the Offices of the Attorneys General of Alaska, Michigan and other states.

Since entering private practice in the early 1980s, Mr. Tabacco has served as trial or lead counsel in numerous antitrust and securities cases. Prior to 1981, Mr. Tabacco served as senior trial attorney for the U.S. Department of Justice, Antitrust Division, in both the Central District of California and the Southern District of New York.

In addition to his role providing legal counsel to public pension and union fund clients, Mr. Tabacco is an independent director of Overstock.com, a publicly traded company, and serves on its Audit and Compensation Committees. He also frequently lectures and authors articles on securities and antitrust law issues and is a member of the Advisory Board of the Institute for Consumer Antitrust Studies at Loyola University Chicago School of Law. Mr. Tabacco is a former teaching fellow of the Attorney General’s Advocacy
Institute in Washington, D.C., and has served on the faculty of ALI-ABA on programs about U.S.-Canadian business litigation and trial of complex securities cases.

EDUCATION
George Washington School of Law (J.D., with honors, 1974)
University of Massachusetts-Amherst (B.A. in Government, 1971)

REPRESENTATIVE EXPERIENCE

  • Oversees the litigation in CalPERS v. Moody’s Corp., a pioneering attempt to hold credit rating agencies financially responsible for their alleged negligence in rating Structured Investment Vehicles.
  • Manages the litigation for In re New Motor Vehicles Canadian Export Antitrust Litig., a massive case against the large auto manufacturers.
  • Responsible for the class action against diamond giant DeBeers, which settled for $295 million.
  • Tried a number of securities actions, including Gutman v. Howard Savings Bank, In re Equitec
  • Sec. Litig. and most recently In re Metlife Demutualization Litig.
  • Served as lead counsel representing a manufacturer of food preservative products for an antitrust class action brought on behalf of direct purchasers of Sorbates, a food preservative widely used in bakery goods and other food products. The case, which was brought against the major manufacturers, including several foreign entities, proceeded to the eve of a jury trial when the last of the six defendants settled. A total of $96.8 million in settlements were ultimately obtained for the class.
  • As a senior trial attorney for the U.S. Department of Justice, participated in the government’s antitrust trial against IBM.
  • Appointed by Federal Court as a member of the magistrate judge merit selection panel for the Northern District of California.
HONORS/DISTINCTIONS
  • Recognized and featured by Daily Journal as one of California’s top 30 securities litigators
  • Ranked, for the third consecutive year, among the top U.S. securities litigators by Chambers USA 2009
  • Named a Super Lawyer by Northern California Super Lawyer Magazine for three consecutive years AV rated by Martindale-Hubble


Joni S. Jacobsen defends publicly traded companies and their directors and officers when they become entangled in securities class action litigation, derivative litigation, SEC investigations and corporate governance disputes. Ranked in The Legal 500 (U.S.) in four categories, Ms. Jacobsen was named Among the Most Influential Women Lawyers in Chicago by Crain’s Chicago Business in 2017, and has been named to the Illinois Super Lawyers list every year since 2013, one of a select number of female attorneys recognized in the Securities Litigation section. She is currently a Lecturer in Law at the University of Chicago Law School, her alma mater, where she teaches a seminar in Strategic Considerations in Securities Litigation.

Ms. Jacobsen has litigated in federal and state courts throughout the country. She consistently succeeds in having the vast majority of her cases dismissed outright on motions to dismiss, thereby reducing the distraction and burden on her clients and resulting in significant savings for clients and insurance carriers alike. In the minority of cases that survive through motion practice, she takes a strategic approach in opposing motions for class certification or bringing motions for summary judgment in order to achieve the best possible resolution for her clients. Ms. Jacobsen’s experience makes her particularly adept at helping clients navigate an onslaught of simultaneous litigation from various fronts, including securities actions, derivative actions, government investigations and shareholder demand letters seeking books and records.

Prior to joining Dechert, Ms. Jacobsen was a partner in the litigation and dispute resolution practice of an international law firm.


Jordan Eth is co-chair of the firm’s Securities Litigation, Enforcement, and White-Collar Defense Group. He is one of the nation’s leading securities litigators, representing public companies and their officers and directors in securities class actions, SEC investigations, derivative suits, mergers and acquisitions litigation, and internal investigations. In 2008, Mr. Eth received a California Lawyer Attorney of the Year   Award for co-leading the successful defense of JDS Uniphase Corp. and its former executives in a securities class action jury trial seeking $20 billion in damages.

Mr. Eth has more than 30 years of experience handling complex and high- stakes litigation. He has represented dozens of companies and individuals in a broad range of industries, including financial services, computer software and hardware, life sciences, and consumer products.

Mr. Eth is recommended by multiple publications including Chambers USA: America’s Leading Lawyers for Business; Legal 500 US; The Best Lawyers in America and Benchmark Litigation. In 2010, he was selected by his peers as one of Law360’s 10 Most Admired Securities Attorneys. Clients have described him as “deeply knowledgeable and experienced and a natural leader without ego issues; he thinks strategically and is extremely responsive, realistic, and clear in his assessments of situations.” “Jordan understands the CEO mentality with respect to securities actions and navigates the corporate politics of these matters with the same expertise with which he handles the legal case; Jordan is true to his pitch that he will handle the case in a cost-efficient manner.”

Mr. Eth received his B.A. in Economics from Swarthmore College, with highest honors and Phi Beta Kappa, and his J.D. from Stanford University, Order of the Coif. At Stanford, he was Co-President of the Moot Court Board.

Mr. Eth served as a law clerk to the Honorable Chief Judge Robert F. Peckham, U.S. District Court for the Northern District of California, from August 1985 through August 1986. From 1980 through 1982, he worked as an economist in Washington, D.C., first for the United States Department of Energy and then for the Budget Committee of the United States House of Representatives.

EDUCATION

Swarthmore College (B.A., 1980)

Stanford Law School (J.D., 1985)

RANKINGS

Chambers USA 2007–2015
Recognized as a Leading Securities Litigation Lawyer

The Legal 500 US 2008–2015

Recognized in the area of Securities: Shareholder Litigation

The Best Lawyers in America 2008–2016
Recognized for Bet-the-Company Litigation, Commercial Litigation and Securities Litigation


Allan W. Kleidon

Senior Vice President, Cornerstone Research;
Honorary Professor, University of Queensland, Australia
Ph.D., M.B.A., University of Chicago; B.Com. (Hons.),
LL.B. (Hons.), University of Queensland, Australia

Allan Kleidon provides expert testimony on securities and company valuation, securities markets, industry analysis, and damages analysis. His experience includes investment banking, stock and options markets, derivatives, savings and loan institutions, and high-technology companies.
 
He has testified in several prominent securities cases, including State of West Virginia v. Morgan Stanley, Seagate Technology II, and JDS Uniphase.  He has been retained as an expert in market microstructure in a number of large class-action and antitrust litigations, including the NASDAQ and options markets antitrust litigations. His recent research has focused on the behavior of domestic and overseas securities markets.
 
Dr. Kleidon is the author of numerous publications, and he has served as associate editor of the Journal of Finance and the Journal of Financial Economics.  He is an Honorary Professor in the School of Business at the University of Queensland in Australia, and has taught courses in finance and econometrics at Stanford University in the business and law schools; the University of California, Berkeley; the University of Chicago; and the University of Queensland. 


Anthony Tatulli is the President of Financial Lines Claims, where he has overall responsibility for claims handling for all products underwritten by Executive Liability, which encompass Directors and Officers, Professional Liability, Employment Practices Liability, Fiduciary and Fidelity lines of business.  In 2010, the Financial Lines Claims Group handled over 30,000 claims and made annual claim payments in excess of a $1.9 billion dollars.

Anthony joined Financial Lines Claims in 1999 and has served in positions of increasing responsibility in Financial Lines, including his most recent position as Executive Vice President of D&O Claims.  Before joining Chartis, Anthony spent eight years as a Commercial Litigator at the New Jersey Law Firm of Budd Larner.  Prior to that, he clerked for the Honorable Stanley R. Chesler in the United States District Court, District of New Jersey. 

He is a 1990 honors graduate from the Seton Hall University, School of Law and he received his B.S. in Accounting from Fordham University in 1987.  He was admitted to the Bar in New Jersey and Pennsylvania.


David H. Kistenbroker is Managing Partner of the Chicago office, Chair of the Litigation and Dispute Resolution Practice, and Co-Chair of the Securities Litigation and Corporate Governance Practices. He is also a member of the firm's Executive Committee and the Board of Directors.

Mr. Kistenbroker has worked with a variety of major companies and their directors and officers, including: The Boeing Company, Century Business Services, Inc., Goodyear Tire & Rubber Company, HSBC Bank USA, DT Industries, Inc., Kmart Inc., Krispy Kreme Donuts, Inc., OM Group, Inc., Siegel-Robert, Inc., Talx Corporation, Cardean Learning Group, Exide Technologies, Inc., Merge Technologies Incorporated, Ben Franklin Retail Stores, Inc., Cerner Corporation, Enterasys Networks, Inc., Acceptance Insurance Company, Inc., Waste Management, Inc., Career Education Corporation, United Recycling Industries, Inc., Keithley Instruments, Inc., ABC Naco, Inc., Applied Digital Solutions, Inc., Charter Communications, Muzak Holdings LLC, McLeodUSA Inc., New York Community Bancorp, Inc., School Specialty, Inc., SSA Global Technologies, Inc., Crown Media Holdings, Inc., Midway Games Inc., iStar Financial, FC Stone Group, Inc., MEMC Electronic Materials, Inc., thinkorswim Group Inc., Whitney Holdings Corporation, American Greetings Corporation, HighTower, Quixote Corporation, AON Corporation, Meta Financial Group, Solarwinds Inc., Tekelec.

Mr. Kistenbroker's practice is focused on the representation of publicly traded companies and their directors and officers in securities class actions, SEC investigations, and corporate governance disputes. He has been selected by his peers as one of Illinois' leading trial lawyers and was featured in The National Law Journal for having one of the top ten defense verdicts in the nation. He was recognized in Benchmark: America's Leading Litigation Firms and Attorneys (2008-2011) published by Legal Media Group, has been listed in Chambers USA: America's Leading Lawyers for Business (2008-2010) in the area of General Commercial Litigation, and was named to the 2010 Directorship 100 list of the most influential people in corporate governance and the boardroom. Mr. Kistenbroker is Co-Chair of the Annual Securities Litigation and Enforcement Institute for the Practising Law Institute. Mr. Kistenbroker is a frequent lecturer on securities litigation and directors and officers insurance matters and corporate governance.

Mr. Kistenbroker earned his Juris Doctor in 1980 from Marquette University School of Law, his M.A. in political science in 1977 from Marquette University and his B.S. in 1975, magna cum laude, from the University of Wisconsin-Whitewater. He is admitted to the bars of the U.S. Supreme Court, the U.S. Courts of Appeals for the Second, Sixth, Seventh, Eighth and Ninth Circuits, the U.S. District Courts for the Northern District of Illinois and the Eastern District of Wisconsin. He is also a member of the Trial Bar for the U. S. District Court for the Northern District of Illinois.


Jerome (Jerry) Birn specializes in all aspects of securities litigation, including shareholder class actions, derivative litigation, SEC enforcement matters, internal investigations, and corporate governance. Jerry has a national practice, representing companies such as the Boeing Company, Krispy Kreme Doughnuts, Amdocs, Avaya, and Silicon Graphics.

Jerry previously served as a member of the firm's Policy Committee.

SELECT MATTERS:

  • In re The Boeing Company Securities Litigation. Represented Boeing and its current officers and directors in shareholder litigation arising out of Boeing's introduction of its Next Generation 737 aircraft. The case settled well within insurance coverage.
  • Krispy Kreme Doughnuts. Currently represents the company and certain officers and directors in shareholder class action and derivative litigation and in SEC enforcement and U.S. Attorney investigations.
  • In re Amdocs Securities Litigation, 390 F.3d 542 (8th Cir. 2004). Represented the company and its current and former officers and directors in shareholder class action arising out of a missed quarter. Obtained dismissal with prejudice by the district court, which was affirmed on appeal.
  • In re Silicon Graphics Inc. Securities Litigation, 970 F. Supp. 746 (N.D. Cal. 1997), aff'd, 195 F.3d 521 (9th Cir. 1999). Represented the company and its officers and directors in shareholder class action and derivative litigation in the leading case filed under the Private Securities Litigation Reform Act of 1995. Obtained dismissal with prejudice of all matters.
  • In re Cypress Semiconductor Corp. Securities Litigation, 891 F. Supp. 1369 (N.D. Cal. 1995), aff'd, 1997 U.S. App. LEXIS 9587 (9th Cir. 1997). Represented the company and its officers and directors in this shareholder action. Obtained summary judgment for all defendants, which was affirmed on appeal.
  • In re Cypress Semiconductor Corp. Securities Litigation, 891 F. Supp. 1369 (N.D. Cal. 1995), aff'd, 1997 U.S. App. LEXIS 9587 (9th Cir. 1997). Represented the company and its officers and directors in this shareholder action. Obtained summary judgment for all defendants, which was affirmed on appeal.
  • Legato Systems, Inc. Represented the company and its audit committee in an internal investigation of factors that led to the company's restatement. Also represented the company in resolving shareholder class action and derivative litigation.
     

EDUCATION
J.D., Harvard Law School, 1984 
A.B., Brown University, 1981, Magna Cum Laude and Phi Beta Kappa
 

HONORS
Selected as one of Lawdragon's "100 Lawyers You Need to Know in Securities Litigation," 2008
Named in Northern California Super Lawyers, 2004-2006 and 2010-2012


ADMISSIONS

State Bar of California


Matthew Close is a partner in O'Melveny's Los Angeles office and a member of the Securities Litigation Practice. He focuses on representing corporations and their directors and officers in shareholder securities, derivative, and breach of duty litigation, as well as in internal investigations and disputes relating to mergers, acquisitions and asset sales. Matt also has significant complex business litigation experience handling RICO, unfair competition, fraud, and class action lawsuits raising financial, accounting, joint venture, and fiduciary duty issues. He was named by Law360 as one of Ten Rising Stars Under 40 nationwide in the field of securities litigation. Matt is a frequent commentator in national and international press on a range of legal issues.  Matt served as an authority on the implications of the June 2010 US Supreme Court decision, Morrison v. National Australia Bank, Ltd., and also was featured in a recent Finance Asia story on the growing number of securities class actions filed against Chinese companies listed in the United States. 

Illustrative Professional Experience

  • Lead defense counsel in connection with securities class action, shareholder opt-out, RICO, breach of duty, and mismanagement lawsuits arising from the bankruptcy of a publicly-held European joint venture company
  • Lead counsel in obtaining dismissal of claims alleging that a telecommunications company aided and abetted breaches of fiduciary duty and accounting fraud
  • Lead trial counsel for an electronics company in successful prosecution of fraud claim
  • Lead counsel for a corporate pension plan defrauded in a Ponzi scheme run by an investment manager
  • Lead counsel for a natural resources company in connection with a government investigation into price-fixing and unfair competition allegations
  • Lead counsel for a reorganized limited liability company in arbitration and litigation against minority members
  • Lead counsel in litigation and arbitration involving tort, contract, and trademark claims between a public company and its founder
  • Counsel to a telecommunications company in securities and breach of fiduciary duty litigation arising from US$20 billion strategic merger
  • Represented a Special Litigation Committee in its internal investigation and successful motion to dismiss derivative claims filed against the company's officers and directors
  • Counsel in successful defense of a corporation against securities fraud claims arising from its exchange offer
  • Counsel to a software company in takeover litigation
  • Advised Audit Committee members in connection with securities litigation and parallel SEC investigation
  • Defense counsel in multiple cases involving stock options
  • Defense counsel in a variety of shareholder class actions and derivative lawsuits in federal and state court
  • Represented a company accused of using false financial statements to induce US$1.5 billion asset sale
  • Advised multiple clients on representation, warranty, covenant, and indemnity disputes arising from stock and asset purchase transactions
  • Counsel to a medical device manufacturer in false advertising and unfair competition litigation, product liability class actions, and license disputes
  • Represented a government contractor in joint venture and misappropriation of trade secret disputes
  • Counsel in multiple cases involving joint venture, partnership, and royalty disputes
  • Counsel to property owners in land-use, takings, and restructuring litigation

Education
University of California at Berkeley, Boalt Hall School of Law,  J.D.: Order of the Coif
University of Pennsylvania, Wharton School,  B.S.: magna cum laude

Professional Activities
Law Clerk, Honorable Mariana R. Pfaelzer, US District Court for the Central District of California
Admitted, California
Member, Los Angeles County Bar Association, Appellate Courts Committee
Honors, Named one of Ten "Rising Stars Under 40" nationwide in the field of securities litigation by Securities Law360; named a "Southern California Rising Star" by Super Lawyers (2004)


Shirli Fabbri Weiss concentrates in civil trial practice in federal and state courts. Her practice emphasizes representing companies and directors and officers in securities litigation including government proceeding, and representing companies in class action consumer litigation and product liability actions; she also advises special committees of boards of directors with respect to internal investigations and counsels companies on a variety of litigation avoidance issues such as insider trading legal compliance policies and insurance.
The respected English publisher Chambers & Partners recognized her in Chambers USA: America's Leading Lawyers for Business. The American Lawyer named her a Top Commercial Litigation Lawyer and named her to the Annual Guide to Bet-the-Company Litigation by Best Lawyers. She is listed in The Best Lawyers in America and in the Top 25 Women Lawyers by San Diego Super Lawyers. The Los Angeles Daily Journal recognized her as one of California's "Top Women Litigators." Lawdragon lists her among The 100 Lawyers You Need to Know in Securities Litigation and among The 500 Leading Lawyers in America.

Ms. Weiss is a member of DLA Piper's US Executive Committee.

REPORTED AND OTHER REPRESENTATIVE CASES (AS LEAD TRIAL COUNSEL)

  • In re Groupon, Inc. Marketing Practices Litigation.  As lead counsel,  represents Groupon, Inc.  nationwide in consumer class actions brought in multiple federal and state courts under the Electronic Funds Transfer Act  and various state statutes, including the California Consumer Legal Remedies Act and California Business and Professions Code Section 17200 et seq.
  • In re One-A-Day Men's Multivitamin Litigation.  As lead counsel, represents Bayer Corporation and Bayer HealthCare, LLC in consumer class action litigation filed in multiple federal courts alleging violation of consumer statutes and RICO.
  • Countrywide Financial Corporation Securities Litigation.  As lead counsel, represents the former executive vice president and Chief Financial Officer in SEC litigation and and private securities class action and derivative litigation nationwide.  Obtained withdrawal of fraud claims in SEC action.
  • KLA Tencor Options and Employment Litigation:  As co-lead counsel, represented director and former CEO of KLA-Tencor in SEC  litigation and private securities class action and derivative litigation filed against him and in affirmative employment litigation against former Company. Obtained net payment to client of $13M.
  • Broadcom Options Litigation: As lead counsel, represented two outside directors and a former CEO of Broadcom corporation in government investigations and class action and derivative litigation. No charges brought against clients and all actions settled with insurance proceeds.
  • Gonzalez v. Bayer HealthCare LLC. As lead counsel, obtained judgment for the defense after 2 1/2 week trial in case brought under California's Consumer Legal Remedies Act, Unfair Competition Law and False Advertising statutes and various common law claims.
  • In re Foundry Networks Securities Litigation. As lead counsel, obtained dismissal with prejudice of securities class action litigation; In re Foundry Networks Sec. Litig., WL 22077729, obtained dismissal of Ninth Circuit appeal.
  • Option Backdating Cases. Ms Weiss has represented numerous directors and officers and companies in securities litigation and SEC investigations in the so called options backdating cases; including clients in In re Finisar Corp., Derivative Litigation, In re KLA-Tencor Derivative Litigation; In re Broadcom Corporation Derivative Litigation; In re Foundry Networks Derivative Litigation.
  • Baycol Litigation. As lead counsel, represents Bayer Corporation and Bayer AG in product liability lawsuits filed in numerous venues throughout California and was selected as lead trial counsel on cases set for trial in Oregon and California.
  • Securities Exchange Commission v. Lent. As lead counsel, obtained dismissal with prejudice of fraud claim filed by SEC against former chairman. Case settled solely on negligence count.
  • In re The Vantive Corporation Securities Litigation, 110 F. Supp. 2d 1209, affirmed by the Ninth Circuit Court of Appeals, 283 F. 3d 1079. As lead counsel, successfully defended securities class action litigation and won affirmance on appeal to the Ninth Circuit Court of Appeals.

REGULATORY INVESTIGATION REPRESENTATION/SPECIAL COMMITTEES
  • Ms. Weiss has represented numerous companies and individuals responding to government investigations in the technology, biotechnology and financial institutions industries. Ms. Weiss has also represented many special committees of boards of directors in internal company investigations.
  • Currently, Ms. Weiss represents Directors and Officers and companies involved in investigation and litigation of option dating issues.
JUDICIAL COMMITTEE APPOINTMENTS
  • 2007-2009: Attorney Representative to the Ninth Circuit Court of Appeals, appointed by Chief Judge of Southern District of California
  • 1998-2003: Appointed by Chief Judge of the US District Court, Southern District of California, to the panel evaluating magistrate judges for new appointments and re appointments.
PROFESSIONAL ORGANIZATIONS
  • Founding Director, Association of Business Trial Lawyers, San Diego Chapter.
  • Founding Member and Master, American Inns of Court, J. Clifford Wallace chapter
  • Member, American and California Bar Associations and Defense Research Institute


Seth Aronson defends corporations and their directors, officers, and professionals in securities class actions, shareholder derivative actions, SEC enforcement proceedings, RICO, and mergers and acquisitions litigation. Seth is nationally recognized in securities litigation and was recently named Los Angeles “Lawyer of the Year” for the second time (The Best Lawyers in America, 2013 and 2018).

Seth served as firmwide chair of the Securities Litigation practice from 2002-11 and as the managing partner of O’Melveny’s Los Angeles office from 2000-08.

From the trial court to the court of appeals to the US Supreme Court, many of the world’s leading companies in a variety of industries call on Seth to handle their most complex litigation, including Lockheed Martin, Skechers USA, Broadcom, E-commerce China Dangdang, Montage Technology Group, and Giant Interactive.

Seth recently argued and won a US Supreme Court victory for China Agritech in a much-watched securities litigation case, obtaining a unanimous Court decision that significantly narrows the tolling provisions established decades ago in the Court’s landmark American Pipe decision. This victory will have a wide-ranging impact on securities litigation and on class actions generally. China Agritech v. Resh, 2018 WL 2767565 (decided June 11, 2018).

Seth is recognized as a “phenomenal” securities litigator by Chambers USA (Band 1, California), owing to his “strong record of defending … shareholder class actions and derivative lawsuits” and “stellar reputation” as a “go-to person and a strong advocate.” He has been recognized by Best Lawyers in America (2006-17) in four categories: Bet-the-Company Litigation, Commercial Litigation, Litigation - Regulatory Enforcement (SEC, Telecom, Energy), and Litigation - Securities.


Stuart M. Grant
Managing Director - Grant & Eisenhofer P.A.

Stuart M. Grant, co-founder and managing director of Grant & Eisenhofer P.A., is internationally recognized for his extensive knowledge in the areas of Delaware corporate law, fiduciary responsibility, securities and investments, private equity and fixed income, appraisal remedies, valuation, proxy contests and other matters related to protecting and promoting the rights of institutional investors. He serves as litigation counsel to many of the largest public and private institutional investors in the world. Mr. Grant has served as lead counsel in five of the six largest settlements in the history of Delaware Chancery Court.

Among his many accolades, Mr. Grant is consistently ranked in Band 1 of Chambers USA as a leading litigator for his work in Delaware Chancery and securities, regulatory and corporate governance litigation. In the 2010 edition, it is noted that Mr. Grant “covers the full spectrum of personality, and is able to be everything to everyone in a very successful way.” Mr. Grant, who has also been recognized as one of the Top 500 Leading Lawyers in America by Lawdragon, is rated AV by Martindale Hubbell.

Mr. Grant serves as Vice-Chairperson of the Delaware Judicial Nominating Commission, as a member of the Board of Trustees for the University of Delaware and the Delaware Art Museum, and on the Advisory Board for the Weinberg Center for Corporate Governance at the University of Delaware. Mr. Grant was an Adjunct Professor of Law at the Widener University School of Law from 1994 - 2009, where he taught securities litigation.

Mr. Grant was graduated in 1982 cum laude from Brandeis University with a B.A. in economics and received his J.D. from New York University School of Law in 1986. He served as Law Clerk to the Honorable Naomi Reice Buchwald in the U.S. District Court for the Southern District of New York. Mr. Grant was an associate at Skadden, Arps, Slate, Meagher & Flom (1987-94), and a partner in the Wilmington office of Blank Rome Comisky & McCauley from 1994 until forming Grant & Eisenhofer P.A. in 1997.


Layn R. Phillips, founder of Phillips ADR Enterprises (PADRE), is both a former United States Attorney and a former United States District Judge.

Judge Phillips joined the United States Attorney’s office in Los Angeles in 1980 as an Assistant United States Attorney, serving as a federal prosecutor in the Central District of California for four years. During the Reagan administration, he returned to his home state of Oklahoma, where, at age 31, he was nominated to serve as a United States Attorney.

At age 34, he again was nominated by President Reagan to serve as a United States District Judge in Oklahoma City. During his four years on the bench, he presided over more than 140 federal trials in Oklahoma, New Mexico, and Texas. He also sat by designation on the United States Court of Appeals for the Tenth Circuit in Denver, Colorado, where he participated in numerous panel decisions and published multiple opinions.

For his years of commitment to public service, in 1989 he was named as one of the 10 Outstanding Young Americans by the U.S. Junior Chamber of Commerce. In 1991, he resigned from the federal bench and joined Irell & Manella, where for 23 years he specialized in complex civil litigation, internal investigations, and alternative dispute resolution. As a result of his trial work, in 1997 Judge Phillips was elected into the American College of Trial Lawyers. He has the dual honor of being named by LawDragon in 2006 as one of the “Leading Judges in America” and as one of the “Leading Litigation Attorneys in America.”

Judge Phillips received both his B.S. and J.D. from the University of Tulsa. He also completed two years of an LLM program at Georgetown University Law Center in the field of antitrust and economic regulation of industry.

Judge Phillips has also been inducted into the University of Tulsa Athletic Hall of Fame. He was a four-year letter winner in tennis, serving as the captain of the men’s varsity team and winning the NCAA Missouri Valley Conference Championship at #1 singles. Judge Phillips has a passion for travel and has visited every continent. He currently resides in Laguna Beach, California, with his wife Kathryn. He has three grown children Amanda, Parker and Graham and a granddaughter, Stella.