Levi & Korsinsky is a leading securities litigation firm with a hard-earned reputation for protecting the rights of investors who have incurred losses as a result of fraud. The firm prosecutes claims on behalf of those who purchased securities at prices which were artificially inflated by false and misleading statements made by corporations. We represent individuals, asset managers, and institutions with equal zeal and have recovered millions of dollars on behalf of our clients.
Courts have recognized our “significant prior experience in securities litigation and complex class actions.” [Hon. Gary A. Feess of the Central District of California]. We have a proven record of successfully prosecuting class actions arising under state and federal securities laws, including claims under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940.
At Levi & Korsinsky we combine securities expertise with innovative approaches to litigation and an enduring commitment to recover maximum compensation for our clients. Our attorneys are supported by a team of experienced professionals including in-house investigators and financial experts, as well as a cutting-edge, proprietary e-discovery system designed to tackle the discovery needs of any given litigation.
The firm has routinely been appointed lead counsel in significant multi-million dollar securities class actions in courts across the country. For example, we were selected from a crowded field as co-lead counsel in E*TRADE Financial Corp. Sec. Litig., No. 07-cv-8538 (S.D.N.Y. 2007), a landmark securities fraud class action that arose out of the mortgage crisis. Our successful prosecution of the case resulted in a $79 million recovery for the shareholder class. Some of our recent appointments include:
- Silsby v. Icahn, et al. (S.D.N.Y. July 13, 2012)
- Maritime Asset Management, LLC, et al. v. NeurogesX, Inc., et al. (N.D. Cal. Sept. 13, 2012)
- Zaghianv v. THQ, Inc. et al. (C.D. Cal. Sept. 14, 2012)
- In re OCZ Technology Group, Inc. Sec. Litig. (N.D. Cal. Jan. 4, 2013)
- In re Digital Domain Media Group, Inc. Sec. Litig. (S.D. Fla. March 11, 2013)
- Reinschmidt v. Zillow, Inc., et al. (W.D. Wash. April 24, 2013)
- In re CenturyLink, Inc. Sec. Litig. (S.D.N.Y. Sept. 23, 2013)
- Berry v. Kior, Inc., et al. (S.D. Tex. Nov. 25, 2013)
- Violin Memory Inc., Sec. Litig. (N.D. Cal. Feb. 26, 2014)
- In re China Commercial Credit Securities Litigation, Civil Action No. 1:15-cv-00557 (ALC) (October 31, 2014)
- Stevens v. Quiksilver Inc., et al., 8:15-cv-00516-JVS-JCGx. (CD Cal) (June 26, 2015)
- Fragala v. 500.com Ltd. et al., 2:15-cv-01463-MMM (CD Cal) (July 7, 2015)
- Hyatt v. Vivint Solar Inc., 1:14-cv-09283 (S.D.N.Y) (November 21, 2014)
- Fialkov v. Alcobra Ltd., 1:14-cv-09906 (S.D.N.Y) (December 16, 2014)
- In re Energy Recovery Inc. Securities Litigation, 3:15-cv-00265 (N.D. Cal) (January 20, 2015)
- In Re Ocean Power Technologies, Inc. Sec. Litig., 14-3799 (FLW) (LHG) (D. NJ) (March 17, 2015)
Mergers & Acquisitions
Levi & Korsinsky is a leader in the field of M&A litigation, and has a proven record of obtaining monetary and injunctive relief for our clients. We have an outstanding history of achievement in challenging proposed corporate merger & acquisition transactions to improve transaction terms and increase value for shareholders.
Our cases have altered the legal landscape of M&A litigation in many jurisdictions and resulted in multi-million dollar awards for shareholders. Our successes include:
- Stephen J. Dannis, et al. v. J.D. Nichols, et al. (NTS Realty) (Jefferson County Circuit Court of the Commonwealth of Kentucky, 2013)
Obtained a 23% increase in merger consideration (from $7.50 to $9.25 per unit) for a total benefit of $7.4 million for the unit holders of NTS Realty Holdings Limited Partnership.
- Great Wolf Resorts, Inc. S’holder Litig. (Del. Ch. 2012)
Obtained a $93 million increase in merger consideration – representing a 57% premium over the original deal price – and improved the deal terms by negotiating for a waiver of “don’t-ask-don’t-waive” standstill agreements that were precluding potential bidders from making a topping bid for the company.
- In re CNX Gas Corp. S’holder Litig. (Del. Ch. 2010)
As a member of Plaintiffs’ Executive Committee, we won a landmark ruling from the Delaware Court of Chancery establishing a unified standard for assessing the rights of shareholders in the context of freeze-out transactions, which ultimately led to a recovery of over $42.7 million for shareholders.
- In re Net2Phone, Inc. S’holder Litig. (Del. Ch. 2005)
Obtained a settlement in which defendants increased the price of a tender offer from $1.70 per share to $2.05 per share, as well as additional material disclosures concerning the valuation of the transaction to allow shareholders to better assess the terms of the transaction prior to the shareholder vote.
- Dannis, et al. v. J.D. Nichols, et al. (NTS Realty Holdings Limited Partnership) (Ky. Cir. Ct. 2013)
Obtained an increase in merger consideration from $7.50 to $9.25 per unit for the unit holders of NTS Realty Holdings.
- Minerva Group LP v. Mod-Pac Corp., et al. (N.Y. Sup.Ct. 2013)
Obtained a settlement in which defendants increased the price of an insider buyout from $8.40 to $9.25 per share, along with corrective disclosures and the imposition of a “majority of the minority” voting requirement for the approval of the transaction.
- Talecris Biotherapeutics Holding S’holder Litig. (Del. Ch. 2011)
Obtained increased merger consideration consisting of 500,000 shares of the acquiring company’s stock, and also provided shareholders with appraisal rights valued at $7.6 million.
- In re Cogent, Inc. S’holder Litig. (Del. Ch. 2010)
Obtained an additional $1.9 million in tender offer consideration and corrective disclosures relating to the background of a proposed merger, analyses conducted by the Board’s financial advisor, management’s financial projections and potential conflicts of interest involving Cogent’s financial adviser.
- Craftmade International, Inc. S’holder Litig. (Del. Ch. 2011)
Obtained a hard-fought injunction requiring the company to issue numerous corrective disclosures that were previously withheld from shareholders and compelling the company to publish a “Fort Howard” press release, inviting an effort to obtain a higher merger consideration price for shareholders.
- Dias v. Purches, et al. (Parlux Fragrances) (Del. Ch. 2012)
Won a preliminary injunction requiring the company to correct material misrepresentations made to Parlux shareholders in the proxy statement describing a proposed merger transaction.
- Steinhardt v. Occam Networks, Inc. et al. (Del. Ch. 2010)
Obtained a preliminary injunction halting a merger after demonstrating that the proxy statement by which shareholders were solicited to vote for the merger was materially false and misleading.
- In re Complete Genomics, Inc. S’holder Litig. (Del. Ch. 2012)
Won a preliminary injunction requiring corrective disclosures and abrogating a “don’t-ask-don’t-waive” agreement, the first injunction ever issued by the Delaware Court of Chancery of such a standstill agreement.
- In re Pamrapo Bancorp S’holder Litig. (N.J. Ch. 2011)
Obtained supplemental disclosures for shareholders ahead of the merger vote. In the damages phase, secured key rulings on issues of first impression in New Jersey and defeated motion for summary judgment.
- Koehler v. NetSpend Holdings Inc. et al. (Del. Ch. 2013)
Secured extensive therapeutic benefits after Court found, in favorably ruling on plaintiff’s preliminary injunction motion, that plaintiff had demonstrated a likelihood of success on the merits for her “Revlon” claims. The benefits created a substantially improved opportunity for potential superior bids to emerge and for shareholders to exercise appraisal rights.
Derivative, Corporate Governance & Executive Compensation
Levi & Korsinsky is at the forefront of derivative and securities cases brought for the benefit of companies and their shareholders in cases involving unlawful executive compensation and other forms of mismanagement and corporate abuse. We have extensive experience in enforcing the obligations of corporate fiduciaries and have recaptured tens-of-millions of dollars of excess compensation for the benefit of corporations and their shareholders. We have further helped preserve corporate assets by causing companies to implement critical and long-lasting corporate governance reforms to ensure that corporate structures, internal controls, and policies are consistent with the law and best practices.
Our efforts include the prosecution of derivative actions in courts around the country, as well as making pre-litigation demands on corporate boards to investigate misconduct and take remedial action for the benefit of shareholders. In situations where a company’s board responds to a demand by commencing its own investigation, we frequently work with the directors to monitor the process and ensure that it is thorough and leads to meaningful remedies.
Our successes include:
- MacCormack v. Groupon, Inc., (D. Del. 2013)
Caused the cancellation of $2.3 million worth of restricted stock units granted to a company executive in violation of a shareholder-approved plan, as well as the adoption of enhanced corporate governance procedures designed to ensure that the board of directors complies with the terms of the plan; also obtained additional material disclosures to shareholders in connection with a shareholder vote on amendments to the plan.
- Scherer v. Lu, et al. (Diodes Incorporated), (D. Del. 2014)
Secured the cancellation of $4.9 million worth of stock options granted to the company’s CEO in violation of a shareholder-approved plan, as well as additional disclosures to enable shareholders to cast a fully-informed vote on the adoption of a new compensation plan at the company’s annual meeting.
- Edwards v. Benson, et al. (Headwaters Incorporated), (D. Utah 2014)
Caused the cancellation of $3.2 million worth of stock appreciation rights granted to the company’s CEO in violation of a shareholder-approved plan and the adoption of enhanced corporate governance procedures designed to ensure that the board of directors complies with the terms of the plan.
- Pfeiffer v. Begley, et al. (DeVry, Inc.), (Cir. Ct. DuPage Cty., Ill. 2012)
Secured the cancellation of $2.1 million worth of stock options granted to company’s CEO in 2008-2012 in violation of a shareholder-approved incentive plan.
- Basch v. Healy (D. Del. 2014)
Obtained a cash payment to the company to compensate for equity awards issued to officers in violation of the company’s compensation plan. Caused significant changes in the company’s compensation policies and procedures designed to ensure that future compensation decisions are made consistent with the company’s plans, charters and policies. Impacted the board’s creation of a new compensation plan and obtained additional disclosures to stockholders concerning the board’s administration of the company’s plan and the excess compensation.
- Shepherd v. Simon, C.A. 7902 (Del. Ch. 2014)
Secured the cancellation of stock grant to CEO and son of founder valued at more than $100 million. Caused company to modify equity compensation plan and submit it for shareholder vote; new plan lowered maximum equity payouts by 92% and was supported by robust disclosures including description of previous violations of compensation plan limits by the company’s Board.
- Kleba v. Dees, et al., C.A. 3-1-13 (Tenn. Cir. Ct. Knox Cnty. 2014)
Levi & Korsinsky LLP recovered approximately $9 million in excess compensation given to insiders and caused the cancellation of millions of shares of stock options issued in violation of a shareholder-approved compensation plan. In addition, we obtained the adoption of formal corporate governance procedures designed to ensure that future compensation decisions are made independently and consistent with the plan.
- In re Google Inc. Class C S’holder Litig. (Del. Ch. 2012)
Challenged a stock recapitalization transaction that created a new class of nonvoting shares for the purpose of strengthening the corporate control of the Google founders. On the eve of trial obtained a ground-breaking payment ladder for shareholders which will indemnify investors for up to $8 billion in losses stemming from trading discounts expected to affect the new stock. The settlement also provides enhanced board scrutiny of the Google founders’ ability to transfer control of the company and calls for steps to be taken to eliminate the new stock after it has served its purpose.
- In re Activision, Inc. S’holder Derivative Litig. (C.D. Cal. 2006)
Recovered more than $24 million in excess compensation based on backdated stock option grants to executives and caused the company to implement substantial corporate governance reforms.
- Corinthian Colleges, Inc. S’holder Derivative Litig. (C.D. Cal. 2009)
Obtained re-pricing of executive stock options providing more than $2 million in benefits to the company, secured substantial corporate governance reforms and improved internal controls designed to prevent future corporate abuses.
- Pfeiffer v. Toll (Del. Ch. 2010)
Obtained, after extensive discovery, the return to the company of $16.25 million in insider trading profits, including a significant contribution from individual directors.
- In re Cincinnati Bell, Inc. Derivative Litig. (Ohio, Hamilton Cty 2012)
Achieved significant corporate governance changes and enhancements related to the company’s compensation policies and practices in order to better align executive compensation with company performance. Reforms included the formation of an entirely independent compensation committee with staggered terms and term limits for service.
- Woodford v. M.D.C. Holdings, Inc. (D. Del. 2012)
Challenged excessive compensation to top executives and obtained millions of dollars in reductions of that compensation as well as corporate governance enhancements designed to implement best practices with regard to executive compensation and enable increased shareholder input in the process.
- Jurgelewicz v. McAllister, et al. (Stillwater Mining Company) (D. Mont. 2013)
Secured the cancellation of approximately $2.3 million in stock awards granted to CEO in violation of a shareholder-approved compensation plan. In addition, we moved for a preliminary injunction and prompted the issuance of an amended and supplemental proxy statement, which enabled shareholders to cast fully informed votes in a hotly-contested proxy battle for control of the company.
- Braunstein v. Geospace Technologies Corp. (D. Del. 2013)
Obtained a revised proxy statement which enabled Geospace’s shareholders to cast separate votes on two separate matters that the company had previously “bundled” together in the initial proxy in violation of SEC rules.
- Hancock v. Debney et al. (Smith & Wesson Holding Corp.) (Dist. Ct. Clark Cty., Nev. 2013)
Secured the cancellation of $1.2 million worth of stock options granted to the company’s CEO in violation of a shareholder-approved plan, as well as the adoption of enhanced corporate governance procedures designed to ensure that the board of directors complies with the terms of the plan as approved by shareholders.
- i2 Technologies, Inc. S’holder Litig. (Del. Ch. 2008)
Challenged the fairness of certain asset sales made by the company and obtained a $4 million recover for shareholders.
- Staal v. Tisch et al. (K12, Inc.) (D. Del. 2013)
Obtained substantial improvements to the company’s internal controls, including the creation of a legal ethics and compliance program designed to prevent misconduct and to detect potential violations of law, regulations and company policy.
- Pfeiffer v. Alpert, et al. (Beazer Homes) (D. Del. 2011)
Achieved a substantial revision to an unlawful executive compensation structure, limiting the use of “performance criteria” to award excessive executive compensation; also obtained additional material disclosures to shareholders on how executive compensation is set.
Levi & Korsinsky works hard to protect consumers by holding corporations accountable for defective products, false and misleading advertising, overcharging, and unfair or deceptive business practices.
Our litigation and class action expertise combined with our in-depth understanding of federal and state laws enables us to fight for consumers who purchased defective products, including automobiles, appliances, electronic goods and home products, as well as consumers who were deceived by consumer service providers such as banks, insurance companies, credit card companies and phone companies. Some examples of our consumer cases include:
- NV Security, Inc. v. Fluke Networks, et al. (C.D. Cal. 2010)
Negotiated a settlement on behalf of purchasers of Test Set telephones in an action alleging that the Test Sets contained a defective 3-volt battery. We benefited the consumer class by obtaining the following relief: free repair of the 3-volt battery; reimbursement for certain prior repair; an advisory concerning the 3-volt battery on the outside of packages of new Test Sets; an agreement that defendants would cease to market and/or sell certain Test Sets; and a forty-two (42) month warranty on the 3-volt battery contained in certain devices sold in the future.
- Bustos v. Vonage America, Inc., et al. (D.N.J. 2009)
Achieved a common fund settlement of $1.75 million on behalf of class members who purchased Vonage Fax Service in an action alleging that Vonage made false and misleading statements in the marketing, advertising, and sale of Vonage Fax Service by failing to inform consumers that the protocol Defendant used for the Vonage Fax Service was unreliable and unsuitable for facsimile communications.
- Masterson et al. v. Canon U.S.A., Inc. (Cal. Sup. Ct. L.A. Cty. 2008)
Represented purchasers of Cannon SD Cameras in an action alleging that liquid crystal display (“LCD”) screens on Cannon SD Cameras cracked, broke or otherwise malfunctioned, and obtained refunds for certain broken LCD repair charges and important changes to the product warranty.
Portfolio Monitoring Service
Our portfolio monitoring service can assist institutional investors, including public pension funds, Taft-Hartley funds, mutual funds and hedge funds in protecting their assets and recovering losses. We monitor the portfolios of institutional clients in order to identify possible violations of federal and/or state securities laws, instances of abuse by corporate management, breaches of fiduciary duties and/or other corporate conduct which may give rise to securities and shareholder claims.
Monitoring a fund’s investment portfolio is essential to maximizing a fund’s resources because a client must first be aware of pending or potential claims and understand the amount of its economic losses in order to determine how to proceed.
When we identify a situation in which an institutional client appears to have incurred a material loss as a result of corporate misconduct, we provide advice concerning the client’s potential claims and recovery. We ensure that our institutional clients understand all of their legal options relating to the protection of viable claims. Levi & Korsinsky keeps public pension fund trustees, board members and administrative officers informed, enabling them to make decisions that will maximize an institution’s recovery of funds and meet their fiduciary obligations to beneficiaries.
We provide these services without any cost to the client.
Benefits of our Portfolio Monitoring Service include:
- Data Security – Our Portfolio Monitoring System is sophisticated and secure. All client data is protected by an integrated, multi-layered system of firewalls, and network monitoring tools. Client data is transferred via secure, encrypted connections.
- Efficient Transfer of Client Data – We electronically process our institutional clients’ securities trade history on a regular basis. We work directly with the client’s custodial banks to obtain the securities holdings and trade records in a manner that will not require ongoing involvement or time on the part of the client.
- Comprehensive Information – We monitor our institutional clients’ portfolios to identify potentially actionable losses. Our Portfolio Monitoring System is a comprehensive tool which allows us to correlate an institutions’ holdings and transactions with potential or actual securities actions, merger and acquisition actions and derivative actions. We provide each client with specific information including loss calculations, reports and other data which will enable our institutional clients to meet their fiduciary obligations.
- Individual Analysis – We understand that institutional clients have specific needs and we provide an in-depth analysis as to whether or not a potential case is suitable for the client’s participation as a lead plaintiff as well as the potential benefit of pursuing relief on an individual basis, and an assessment of all available legal options and the advantages and risks associated with each of them. We only recommend cases that represent opportunities for significant economic recovery, or that preserve or enforce an important right or claim on behalf of the client.
- Expertise – Our attorneys have broad experience in securities litigation, enabling us to make evaluations and provide advice on complex legal options.
If a client does opt to pursue litigation, Levi & Korsinsky is also uniquely qualified to serve as litigation counsel. We have a broad array of experience -- in addition to having significant securities litigation experience -- the firm is a leader in employing the judicial process to implement important corporate governance reforms to protect the rights of shareholders and prevent corporate mismanagement. We are also one of the leaders in the field of mergers and acquisitions, with a proven record of challenging M&A transactions and obtaining enhanced merger consideration and injunctions of unfair transactions.
We welcome the opportunity to discuss your needs.