Overview » Experienced trial attorney with litigation focus on class action securities claims, SEC matters, shareholder individual and derivative claims, director and officer liability, merger/acquisition disputes and other business and commercial matters » Counsels corporations, boards and executives on corporate governance matters and control issues, fiduciary duties, indemnification, internal investigations, special litigation committees and mergers/acquisitions Representative Experience (additional cases noted below) » Current and/or recent defense of shareholder class action lawsuits against public company clients that sought to enjoin mergers and acquisitions totaling more than $4.7 billion · In re ADC Telecommunications, Inc. Shareholder Litigation (defense of acquirer, Tyco Electronics Ltd.) · In re ev3 Inc. Shareholder Litigation (defense of ev3 and its board of directors) · In re Virtual Radiologic Corporation Shareholder Litigation (defense of Virtual Radiologic and its board of directors) · In re Osteotech, Inc. Shareholder Litigation(defense of acquirer, Medtronic, Inc.) · In re ATS Shareholder Litigation (defense of acquirer, Medtronic, Inc.) · In re Cell Genesys Shareholder Litigation (defense of acquirer, BioSante Pharmaceuticals, Inc.) » Defended MoneyGram International, Inc. in PSLRA class action, shareholder derivative cases, and shareholder class injunctive cases in In re MoneyGram Securities Litigation and In re MoneyGram Shareholder Derivative Litigation » Attained dismissal of PSLRA class action securities lawsuits in In re Rural Cellular Securities Litigation(representing Arthur Anderson LLP) and In re Nash Finch Securities Litigation Representative Securities and Shareholder Litigation » In re MoneyGram International Inc. Securities Litigation and Derivative Litigation - Represented MoneyGram International, Inc. and its individually-named directors and officers in class action 10b-5 securities claims and shareholder derivative claims in Minnesota federal court. The claims related to management of and disclosures surrounding a $6 billion investment portfolio, and an ultimate stock drop of more than 90% upon announcement of a $1.5 billion recapitalization of the company. » In re ev3 Inc. Shareholder Litigation - Represented ev3 and its individually-named board members to defend against shareholder class actions filed in both Minnesota and Delaware seeking to enjoin $2.6 billion tender offer acquisition of ev3 by Covidien plc. » In re ADC Telecommunications, Inc. Shareholder Litigation - Represented Tyco Electronics Ltd. in a series of state and federal shareholder class actions seeking to enjoin Tyco Electronics Ltd. $1.25 billion tender offer acquisition of ADC Telecommunications, Inc. Defendants successfully resisted expedited discovery and are seeking dismissal of the lawsuits. » Murphy v. MoneyGram International, Inc. - Represented MoneyGram in shareholder derivative and direct allegations seeking to enjoin a $1.5 billion recapitalization of MoneyGram International, Inc. Successfully defeated the attempted injunction and obtained dismissal of the case with prejudice on a motion to dismiss. » In re ATS Medical, Inc., Shareholder Litigation - Lead counsel for Medtronic, Inc. against a series of putative class action shareholder complaints filed in Minnesota state court beginning May 4, 2010 seeking to enjoin approximately $349 million acquisition of ATS Medical, Inc. by Medtronic, Inc. Defendants have moved to dismiss and are resisting a motion for expedited discovery. » In re Osteotech, Inc. Shareholder Litigation - Lead counsel for Medtronic, Inc. against a series of shareholder class suits in New Jersey state court seeking to halt a $123 million acquisition of Osteotech, Inc. by Medtronic, Inc. » In re Virtual Radiologic Corporation Shareholder Litigation - Lead counsel for Virtual Radiologic Inc. ("vRad") and its individually-named board members and officers to defendant against a consolidated class action shareholder suit seeking to enjoin approximately $294 million dollar acquisition of vRad by Providence Equity Partners, LLC. » In re Cell Genesys Shareholder Litigation - Lead counsel for BioSante Pharmaceuticals, Inc. in multi-jurisdictional shareholder action seeking to preclude stock-for-stock acquisition. » In re Rural Cellular Securities Litigation - Represented Arthur Anderson LLP in a class action 10b-5 securities litigation relating to its client, Rural Cellular's public reporting and accounting for derivatives and hedging activities. Obtained dismissal with prejudice for client. » In re Nash Finch Securities Litigation - Represented Nash Finch and its individually-named directors in a class 10b-5 securities action and related derivative actions relating to financial reporting of promotional allowances. Obtained dismissal with prejudice on motion to dismiss. » In re Select Comfort Securities Litigation - Represented select comfort in an IPO securities litigation. Following aggressive discovery, which established that the Plaintiffs' reliance on "confidential witness" statements were not supportable and soon after achieved a favorable resolution. » In re VidaMed Shareholder Litigation - Defense counsel for directors, officers and company in shareholder class action challenging acquisition pricing and disclosures. Delaware Chancery Court actions against client were dismissed. » Capital Stream, Inc. v. Meinen, et al. - Defense of corporate management in an action by party seeking tender offer acquisition of IDS Group plc (IDS) to defeat a going private transaction involving leveraged management buyout. Matter settled favorably to client with motion to dismiss pending. » Stewart v. Holland, et al. - Defense counsel for officers and company in shareholder class action alleging breach of fiduciary duties and inadequate disclosure related to tender offer acquisition of Fargo Electronics. Matter resolved on terms favorable to client. Other Representative Litigation Experience » Bank of Montreal v Avalon, et al. - Lead trial counsel for corporate officer in connection with fraud claims relating to structure, management and disclosure related to securitization of construction and development loans. » Lesh, et al. v. ev3 Inc. - Defense counsel for ev3 Inc. in an earnout/milestone lawsuit by former shareholders of a company acquired by ev3 in which former shareholders alleged that more than $100 million of milestone payments are owed. » Cryogen v. American Medical Systems, Inc. - Defense and trial of earnout claim in arbitration seeking in excess of $110 million. » S&L Enterprises v. Ecolab, Inc. - Defense and trial of earnout claims against Ecolab, Inc. seeking full amount of negotiated earnout payment. Arbitration Award in favor of client, including taxation of attorneys fees against seller. Successful defense of award to the United States District Court and 10th Circuit Court of Appeals. » Parsons v Berthel Schutter LLC, et al. - Lead trial counsel representing financial advisory firm against claims by investor relating to structure and management of investment portfolio. » American Express v. ING Capital Advisors - Representation of American Express and its subsidiaries in financial litigation brought against portfolio manager relating to management and fees associated with $1.25 billion portfolio of commercial bank loan derivatives. » In re a Petition for Instructions to Construe Basic Resolution 876 of The Port Authority of the City of Saint Paul - Represented institutional investor of municipal bonds in court action designed to support the municipal bond issuer's need to remedy inequitable shift in collateral and potential collapse of the intended structured payment structure. Recognition Minnesota Law & Politics » "Rising Star" » 2003-2011 Associations & Pro Bono Minnesota State Bar Association American Bar Association Federal Bar Association |