Sills Cummis & Gross P.C.

We represent companies, officers, directors and underwriters in a broad range of claims asserted under the securities laws.  Many times asserted as class actions, these claims include alleged violations of the Securities Act of 1933, the Securities Exchange Act of 1934, insider trading violations, RICO and more.  We also represent target companies, their officers and directors and acquirers sued in connection with mergers and acquisitions and defend a broad range of shareholder derivative suits asserting claims of breach of fiduciary duty along with many other claims.  Our knowledge of the securities laws coupled with aggressive lawyering have led to excellent results.  Our White Collar Criminal Defense Practice Group, which includes many former prosecutors, has broad experience interfacing with regulators and defending alleged securities violations in a wide variety of contexts.

Representative Matters

• Representation of former CEO of now bankrupt technology company in securities class action alleging violations of Section 10(b).  Obtained dismissal for failure to plead scienter and false statements.
• Representation of the underwriter defendants in a major pharmaceutical company’s securities litigation class action arising out of the issuance of the $4.1 billion of securities by the pharmaceutical company.  The case alleges that the results of a certain drug study were known by the pharmaceutical company before the study was officially unblinded and should have been disclosed to investors.
• Representation of former officers and directors of failed investment bank who were sued in connection with a $180 million investment of pension fund monies.
• Representation of a public company and its directors in class actions challenging the fairness of the purchase price of shares in connection with a sale of the company.
• Representation of a number of underwriters in a multi-district securities class action arising out of an internet telephone provider’s initial public offering.
• Representation of a financial management and advisory company in a class action alleging fraud under the securities laws in connection with the marketing and sale of "B Class" mutual shares. The action alleged B Class shares are not a proper investment vehicle for mutual fund purchasers who invest $100,000 or more in mutual funds.
• Representation of a leading multi-national pharmaceutical company obtaining the dismissal of a securities class action alleging fraud in connection with failure to disclose whistleblower litigation involving plant conditions and the possible impact of these conditions on a rare blood disease.
• Representation of a major Wall Street investment bank in dismissing securities fraud and related putative class claims, valued at over $100 million, by investors in commercial real estate partnerships.
• Representation of independent directors of pharmaceutical company sued in shareholder derivative action arising out of the withdrawal from the market of blockbuster drug.
• Representation of a major New York bank, as lead defense counsel, in an antitrust and civil RICO class action alleging a conspiracy among lenders to fix the prime rate, obtaining dismissal of the action.
• Representation of acquirer of technology company in class action challenging fairness of the acquisition price.
• Representation of the underwriters in a securities class action filed against a major financial institution and the underwriters arising out of the issuance of securities by the financial institution before the collapse of Lehman Brothers and the turmoil in the markets.
• Representation of the underwriters in class actions involving public issuances of securities by internet telephone provider.
• Representation of a number of underwriters in a multi-district securities class action arising out of an internet telephone provider’s initial public offering.
• Representation of independent board members of a public chemical company in a class action and derivative action alleging breach of fiduciary duty in connection with a going private transaction.
• Representation of an investment fund of a global investment bank and four directors in an action against them seeking to retain control of the Board instituted by the founder and former CEO and Chairman of the Board.
• Representation of an insurance company and its directors in two class actions brought against them on behalf of all shareholders by two investment funds challenging the sale of this public company for alleged inadequate consideration.
• Representation of defendant class members, in a case with national implications for defendant class actions, who have dissented from the lead defendant’s settlement of a fraudulent conveyance claim against all shareholders who received shares in a subsidiary spun off from a now insolvent parent.
• Representation of a public company in a hostile proxy contest and attempted takeover in which we successfully obtained injunctive relief from the federal district court and the hostile offer was rebuffed.

Creating and maintaining a diverse workplace is of paramount importance to Sills Cummis & Gross. The Firm has always been an advocate of minority hiring practices and is involved in a number of minority hiring, retention and diversity initiatives. The Firm’s Diversity Committee and Women’s Group focus on initiatives to enhance the culture of Sills Cummis & Gross and the quality of service to the Firm’s clients. Sills Cummis & Gross also encourages its attorneys to actively participate in minority bar associations and local and national women’s groups. 

The Sills Cummis & Gross Diversity Committee provides an avenue to continue to promote diversity within the Firm as well as within the legal community at large. The Committee hosts events aimed at increasing the dialog on diversity and providing insights and advice from experienced diverse attorneys. The Committee also provides a mentor to each diverse attorney entering the Firm, in addition to the Firm’s other mentoring programs. The Firm’s minority hiring, retention and diversity initiatives include participation in the New Jersey Law Firm Group, the Rutgers Law School Minority Student Program, and the New Jersey Law and Education Empowerment Project. 

The Sills Cummis & Gross Women’s Group is dedicated to promoting the professional and personal growth of women attorneys. Recognizing that women face unique challenges, the Women’s Group provides a forum for meaningful discussion and learning. The Group seeks to provide mentoring for our women attorneys, positioning them to lead us into the future at our Firm and in our communities. The Group sponsors both internal programs as well as programs which includes attorneys from outside the Firm. The Firm is a supporter of the National Association of Women Lawyers and the New Jersey Women Lawyers Association.