Served as co-lead counsel for stockholders in derivative action in the Delaware Court of Chancery, achieving a $15.625 million total settlement, including a $12.5 million cash payment to SeaWorld, in addition to the agreement by SeaWorld to adopt targeted corporate governance reforms.
Kistenmacher v. Atchison, et al., 10437-VCS (Del. Ch.)
Served as lead counsel for stockholders and defeated a motion to dismiss in a derivative action in the United States District Court for the Middle District of Tennessee as to claims that Brookdale Senior Living’s board of directors issued a proxy statement that solicited the stockholders’ vote to approve incentive compensation while failing to disclose that the company sacrificed patient care and overall well-being by manipulating data inputs in company software and setting inadequate staffing levels in the company’s nationwide system of elder care facilities,.
Davis v. Baier et al., No.: 3:20-cv-00929 (United States District Court for the Middle District of Tennessee)
Led negotiations in a settlement that comprised sweeping reforms to Core Civic’s prison system in a global settlement of derivative actions that received court-approval in the United States District Court for the Middle District of Tennessee in In re CoreCivic, Inc. Shareholder Derivative Litigation, No.: 3:16-cv-03040 (M.D. T.N.). The reforms include improvements to staffing, safety, and security policies and procedures, and to healthcare services supplied to inmates.
Delgrosso v. Ferguson, et al., Consolidated Case No: 16-1228-IV (Davidson County, Tennessee Chancery Court)
Served as co-lead counsel for stockholders in a derivative action in the United States District Court for the District of Delaware, achieving a settlement involving corporate governance reforms integral to TheRealReal’s business model, including improvements to the company’s product consignment authentication practices by amending the Chief Operating Officer’s responsibilities to include overseeing the authentication process, by requiring semi-annual assessments of all authentication staff, and by mandating training for all new authenticators. The reforms further included mandatory semi-annual reports to the board of directors addressing issues facing retail sales practices and any other issues faced by TheRealReal customers, and creation of a management-level risk and compliance committee.
In re TheRealReal, Inc. Stockholder Derivative Litigation, No.: 20-cv-1212 (United States District Court for the District of Delaware)
Served as co-lead counsel for stockholders in a derivative action in the United States District Court for the Eastern District of New York, and achieved a settlement consisting of corporate governance policies that bolster antitrust compliance, guide the company through future M&A processes, foster accuracy in the company’s public disclosures, and strengthen the company’s conflict of interest policies.
In re Henry Schein, Inc. Derivative Litigation, No.: 1:19-cv-06485 (United States District Court for the Eastern District of New York)
Served as co-lead counsel for stockholders in a derivative action in the United States District Court for the Northern District of Illinois, achieving a settlement in which, among other things, three new management-level committees were created, including a Technology Oversight Committee, Ethics Committee, and Risk Committee. These governance reforms enhance Gogo’s risk management, compliance efforts, and disclosures at the executive and board levels.
Nanduri v. Gogo Inc. et al., No.: 1:18-cv-06524 (United States District Court for the Northern District of Illinois, Eastern Division)
Served as co-lead counsel for stockholders in a derivative action in the United States District Court for the Northern District of Illinois, achieving a settlement with vast corporate governance reforms including, among other things, establishment of a new management-level disclosure committee and adoption of a new recoupment policy, a new whistleblower policy, and Corporate Compliance And Ethics Guidelines.
In re RTI Surgical Derivative Litigation, No.: 1:20-cv-03347 (United States District Court for the Northern District of Illinois, Eastern Division)
Served as co-lead counsel for stockholders in derivative actions in state court in Virginia and was instrumental in obtaining a $10 million cash payment to comScore and causing comScore to institute a vast array of reforms to its corporate governance in a global settlement of derivative actions that received Court-approval in federal court in the Southern District of New York in In re ComScore, Inc. Shareholder Derivative Litigation, Case No. 1:16-cv-09855-JGK (S.D.N.Y.).
In re comScore, Inc. Virginia Shareholder Derivative Litigation, No. CL-2016-0009465 (Fairfax County, Virginia Circuit Court)
Served as counsel for stockholders in a derivative action that claimed that an asset management agreement between Altisource Residential Corporation and Altisource Asset Management Corporation was unfair and reflected self-dealing. The settlement consisted of a new asset management agreement that saved at least $144 million over the next five years for Altisource Residential Corporation and its stockholders.
The Police Retirement System Of St. Louis vs Erbey, et al., No.: 24-C-15-000223 (Baltimore City, Maryland Circuit Court)
Served as counsel for stockholders in a derivative action that claimed that ITT failed to properly account for its obligations under risk-sharing agreements with third-party lenders, overstated its financial results, failed to maintain adequate internal controls over financial reporting, and failed to disclose the extent of the risks that ITT faced under the risk-sharing agreements. The Settlement was comprised of a series of corporate governance reforms undertaken by ITT which were designed to address governance shortcomings that contributed to the misconduct alleged in the derivative litigation, and will strengthen ITT’s governance and internal controls generally, providing lasting value to ITT and its shareholders.
Lawrence v. Modany, et al., No. 14-cv-2106 (United States District Court for the Southern District of Indiana)
Served as sole counsel for stockholders in a derivative action that claimed that Keyuan entered and failed to disclose related-party transactions between Keyuan and related parties, almost all of which were made to entities owned or controlled by Keyuan’s Chairman of the Board and Chief Executive Officer, and his affiliates. The Settlement required Keyuan to hire two additional independent directors and a Code Compliance Officer, and to adopt a number of corporate governance and compliance enhancements, including putting in place a related-party transaction policy that: determines whether proposed related-party transactions are material; requires disclosure of proposed material related-party transactions to, and their approval by, Keyuan’s Board of Directors; requires the Board to consider the fairness and purpose of proposed material related-party transactions and whether proposed material related-party transactions cause improper conflicts of interest in making the determination of whether to approve the proposed material related-party transactions; and requires the Board to disclose to Keyuan shareholders all material related-party transactions that have been entered by Keyuan.
Kretowicz v. Tao, et al., No. 14-cv-918 (United States District Court for the Southern District of New York)
The Brown Law Firm, P.C. is a complex business
litigation firm located in Midtown, Manhattan,
New York. The firm specializes in shareholder
derivative litigation in courts throughout the country.