Levi & Korsinsky LLP

We Give Shareholders A Voice.

Levi & Korsinsky is dedicated to fighting for aggrieved shareholders and consumers, and obtaining redress from those who have harmed them. Our attorneys have decades of experience representing investors and consumers, and have set ground-breaking legal precedents in high-stakes securities and class action lawsuits throughout the country.

Headquartered in New York City with offices in Connecticut, New Jersey, and Washington, D.C., Levi & Korsinsky zealously litigates each case with integrity, determination, and professionalism.

“…It’s always a pleasure to have counsel [from Levi & Korsinsky] who are articulate and exuberant in presenting their position.”

Vice Chancellor Sam Glasscock of the Chancery Court of Delaware

One of “the best and most qualified securities law firms in the country.”

Judge Ronald L. Styn, Superior Court of San Diego, California

“[W]ell recognized by the [Delaware Chancery] Court as expert in handling shareholder litigation.”

Vice Chancellor Donald F. Parsons, Chancery Court of Delaware

“I have worked with Levi & Korsinsky since inception. From the partners to the associates, I have found the firm to be customer focused, realistic in assessing our prospects, excellent in developing a legal strategy and highly determined in achieving an optimal result. Most importantly, we have achieved a favorable resolution in almost all of our cases, including some extremely challenging ones.”

Tony Chiarenza, Key Equity Investors, Inc.

What we do

  • Securities Litigation
  • Mergers & Acquisitions
  • Derivative, Corporate Governance & Executive Compensation
  • Consumer Litigation
  • Portfolio Monitoring Service
  • Securities Litigation

    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)
  • 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:
    • 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.
  • Consumer Litigation

    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.

OUR PEOPLE

  • “[P]laintiff's [counsel] went the distance... did real work...
    took on real contingency risk and...
    obtained an injunction...”

    Vice Chancellor J. Travis Laster, Chancery Court of Delaware

  • “I think you've done a superb job
    and I really appreciate the way
    this case was handled.”

    Judge Ronald B. Rubin, Circuit Court of Montgomery County, Maryland

  • “...a model for how [the] great legal profession should conduct itself.”

    Justice Timothy S. Driscoll, in Grossman v. State Bancorp, Inc.

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NEWS

A settlement has been reached in Monson v. Friedman, et al., Case No. 14-cv-1477-PAG (N.D. Ohio). The Stipulation of Settlement and Notice to Class Members can be viewed here. See all news.
A settlement has been reached in Monson v. Friedman, et al., Case No. 14-cv-1477-PAG (N.D. Ohio). The Stipulation of Settlement and Notice to Class Members can be viewed here. See all news.
A settlement has been reached in Monson v. Friedman, et al., Case No. 14-cv-1477-PAG (N.D. Ohio). The Stipulation of Settlement and Notice to Class Members can be viewed here. See all news. A settlement has been reached in Monson v. Friedman, et al., Case No. 14-cv-1477-PAG (N.D. Ohio). The Stipulation of Settlement and Notice to Class Members can be viewed here. See all news.
A settlement has been reached in Monson v. Friedman, et al., Case No. 14-cv-1477-PAG (N.D. Ohio). The Stipulation of Settlement and Notice to Class Members can be viewed here. See all news.

$9M recovery in Kleba v. Dees, et al., C.A. 3-1-13 (Tenn. Cir. Ct. Knox Cnty. 2014)
NEWS: Levi & Korsinsky LLP recovered approximately $9 million in Kleba v. Dees, et al., C.A. 3-1-13 (Tenn. Cir. Ct. Knox Cnty. 2014). See details here.
1NEWS: Levi & Korsinsky LLP recovered approximately $9 million in Kleba v. Dees, et al., C.A. 3-1-13 (Tenn. Cir. Ct. Knox Cnty. 2014). See details here. $9M recovery in Kleba v. Dees, et al., C.A. 3-1-13 (Tenn. Cir. Ct. Knox Cnty. 2014)
2NEWS: Levi & Korsinsky LLP recovered approximately $9 million in Kleba v. Dees, et al., C.A. 3-1-13 (Tenn. Cir. Ct. Knox Cnty. 2014). See details here.

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 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.


A settlement has been reached in Stouffer v. Lee, et al., Case No. 11 0C 00352 1B (Carson City, Nevada).
NEWS: A settlement has been reached in Stouffer v. Lee, et al., Case No. 11 0C 00352 1B (Carson City, Nevada). The Stipulation of Settlement and Notice of Pendency can be viewed here.
NEWS: A settlement has been reached in Stouffer v. Lee, et al., Case No. 11 0C 00352 1B (Carson City, Nevada). The Stipulation of Settlement and Notice of Pendency can be viewed here. A settlement has been reached in Stouffer v. Lee, et al., Case No. 11 0C 00352 1B (Carson City, Nevada).
A settlement has been reached in Stouffer v. Lee, et al., Case No. 11 0C 00352 1B (Carson City, Nevada).

Levi & Korsinsky LLP named as one of 2013’s “top 50 plaintiffs’ law firms” by ISS Securities Class Action Services.
NEWS: Levi & Korsinsky LLP named as one of 2013’s “top 50 plaintiffs’ law firms” by ISS Securities Class Action Services.
NEWS: Levi & Korsinsky LLP named as one of 2013’s “top 50 plaintiffs’ law firms” by ISS Securities Class Action Services. Levi & Korsinsky LLP named as one of 2013’s “top 50 plaintiffs’ law firms” by ISS Securities Class Action Services.
Levi & Korsinsky LLP named as one of 2013’s “top 50 plaintiffs’ law firms” by ISS Securities Class Action Services.

In the recently issued SCAS Top 50 Report for 2013, Levi & Korsinsky is listed as having recovered $42 million on behalf of shareholders in its securities class action litigation practice during 2013. The Securities Class Action Services ("SCAS") 50 report is published by Institutional Shareholder Services which maintains an industry leading database on securities class action litigation.

The SCAS 50 report lists the top 50 plaintiffs' law firms ranked by the dollar value of final class action settlements occurring in 2013 in which the law firm served as lead or co-lead counsel. The SCAS 50 report does not include data on derivative or merger lawsuits for which Levi & Korsinsky is an industry leader, having recovered millions of dollars on behalf of investors in 2013. Our firm is proud to be honored with this distinction and will continue to aggressively advocate on behalf of its clients nationwide.


A settlement has been reached in Eli Mor, et al., vs. AmerisourceBergen Corporation (CA No. 1:13-cv-00242-RGA)
NEWS: A settlement has been reached in Eli Mor, et al., vs. AmerisourceBergen Corporation (CA No. 1:13-cv-00242-RGA)
NEWS: A settlement has been reached in Eli Mor, et al., vs. AmerisourceBergen Corporation (CA No. 1:13-cv-00242-RGA) A settlement has been reached in Eli Mor, et al., vs. AmerisourceBergen Corporation (CA No. 1:13-cv-00242-RGA)
A settlement has been reached in Eli Mor, et al., vs. AmerisourceBergen Corporation (CA No. 1:13-cv-00242-RGA)
The Stipulation of Settlement can be viewed here.

A settlement has been reached in In re Caribou Coffee Company, Inc. Shareholder Litigation.
NEWS: A settlement has been reached in In re Caribou Coffee Company, Inc. Shareholder Litigation.
NEWS: A settlement has been reached in In re Caribou Coffee Company, Inc. Shareholder Litigation. A settlement has been reached in In re Caribou Coffee Company, Inc. Shareholder Litigation.
A settlement has been reached in In re Caribou Coffee Company, Inc. Shareholder Litigation.
Click here to view the Stipulation and Agreement of Compromise, Settlement and Release.

Kentucky Court Approves $7.4 Million Settlement of NTS Realty Holdings Limited Partnership Class Action Lawsuit
NEWS: Kentucky Court Approves $7.4 Million Settlement of NTS Realty Holdings Limited Partnership Class Action Lawsuit
NEWS: Kentucky Court Approves $7.4 Million Settlement of NTS Realty Holdings Ltd. Class Action Kentucky Court Approves $7.4 Million Settlement of NTS Realty Holdings Limited Partnership Class Action Lawsuit
Kentucky Court Approves $7.4 Million Settlement of NTS Realty Holdings Limited Partnership Class Action Lawsuit

On April 24, 2014, Jefferson County Circuit Court of the Commonwealth of Kentucky approved the settlement of a class action against NTS Realty Holdings Limited Partnership (the "Company") and its Board of Directors and certain of its executive officers. The action is captioned, Stephen J. Dannis, et al. v. J.D. Nichols, et al., Case No. 13-CI-00452. Levi Korsinsky LLP as co-lead counsel obtained a 23% increase in the merger consideration (from $7.50 to $9.25 per unit) for a total benefit of $7.4 million for the unit holders of the Company. The settlement was achieved after two years of hard fought litigation, challenging the entire fairness of the going-private squeeze-out merger by NTS’s controlling unitholder and Chairman, Defendant Jack Nichols. The unitholders bringing the action alleged that Nichols' proposed transaction grossly undervalued NTS’s units. The 23% increase in merger consideration achieved by Levi Korsinsky LLP was a remarkable result given that on October 18, 2013, the Special Committee appointed by the Board of Director's had terminated the existing merger agreement with Nichols. Through counsel's tenacious efforts the transaction was resurrected and improved by 23%.


Occam Networks, Inc. - Levi & Korsinsky prevails on motion for summary judgment in the Delaware Court of Chancery, case to proceed to trial.
NEWS: Occam Networks, Inc. - Levi & Korsinsky prevails on motion for summary judgment in the Delaware Court of Chancery, case to proceed to trial.
NEWS: Occam Networks, Inc. - Levi & Korsinsky survives summary...More Occam Networks, Inc. - Levi & Korsinsky prevails on motion for summary judgment in the Delaware Court of Chancery, case to proceed to trial.
Occam Networks, Inc. - Levi & Korsinsky prevails on motion for summary judgment in the Delaware Court of Chancery, case to proceed to trial.

In September 2010, Occam Networks, Inc. ("Occam" or the "Company") announced an agreement and plan of merger with Calix, Inc. (the "Merger Agreement"). The Merger Agreement called for Calix to acquire Occam through a merger in which each share of Occam common stock would be converted into the right to receive 0.2925 shares of Calix common stock and $3.83 in cash (the "Merger"). The Merger closed in February 2011. The plaintiffs contend that the defendants breached their fiduciary duties by (i) making decisions during Occam‘s sale process that fell outside the range of reasonableness and (ii) issuing a proxy statement for Occam‘s stockholder vote on the Merger (the "Proxy Statement") that contained materially misleading disclosures and material omissions.

After discovery, the defendants moved for summary judgment. The defendants ask the court to rule as a matter of law that they did not breach their fiduciary duties. Alternatively, the defendants who were Occam directors contend that the evidence at most could support a breach of the duty of care, for which a provision in Occam‘s certificate of incorporation exculpates them from liability (the "Exculpatory Provision"). As to the sale process claims, the director defendants‘ motion for summary judgment is granted. When the evidence is analyzed for purposes of Rule 56, with enhanced scrutiny as the standard of review, the record supports an inference that certain decisions fell outside the range of reasonableness. Nevertheless, the plaintiffs failed to develop sufficient evidence to support an inference that the directors acted with an improper motive. The Exculpatory Provision therefore insulates the director defendants from liability. The remaining defendants were officers who cannot invoke the Exculpatory Provision.

As to the disclosure claims, the motion for summary judgment is denied. When the evidence is analyzed for purposes of Rule 56, the record supports an inference that the Proxy Statement contained materially misleading disclosures and material omissions. The director defendants again invoke the Exculpatory Provision, but the record supports an inference that the defendants knew about the disclosure problems before approving the Proxy Statement. In addition, the defendants engaged in questionable conduct during discovery sufficient to support an inference that they sought to conceal evidence about potential disclosure issues until after the Merger closed. At this stage of the case, the defendants‘ conduct reinforces the inference of scienter. Summary judgment on the disclosure claims is therefore denied. A trial is both necessary and desirable to inquire into and develop the facts more thoroughly before seeking to apply the law.

Read decision on Motion for Summary Judgment

SUCCESSES

1

Freudenberg v.
E*TRADE Financial Corp., et al.
, 07 CV 8538 (S.D.N.Y. 2007), Co-Lead Counsel

Achieved a landmark $79 million common fund settlement for the benefit of E*Trade’s shareholders. Levi & Korsinsky was selected from a crowded field as Co-Lead Counsel in an action relating to the misrepresentation of the risk associated with E*Trade’s investment in subprime mortgage-backed securities.
2
Talecris Biotherapeutics Holdings S’holder Litig., C.A. No. 5614-VCL (Del. Ch. 2011), Counsel for one of the lead plaintiffs
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.
i2 Technologies, Inc. S’holder Litig., C.A. No. 4003-CC (Del. Ch. 2008), Counsel for the lead plaintiff
Challenged the fairness of certain asset sales made by the company and obtained a $4 million recovery.
Stephen J. Dannis, et al. v. J.D. Nichols, et al., Case No. 13-CI-00452, (Jefferson County Circuit Court of the Commonwealth of Kentucky, 2013), Co-Lead Counsel
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.
3

Great Wolf Resorts, Inc.
S’holder Litig.
, No. 7328-VCN (Del. Ch. 2012), Co-Lead Counsel

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.
4
Craftmade International, Inc. S’holder Litig., C.A. No. 6950-VCL (Del. Ch. 2011), Co-Lead Counsel
Won a hard-fought injunction requiring the company to issue numerous corrective disclosures and to publish a “Fort Howard” press release, inviting potential bidders to make superior offers.
Dias v. Purches, et al., C.A. No. 7199-VCG (Del. Ch. 2012), Lead Counsel
Won a preliminary injunction requiring the company to correct material misstatements made to Parlux shareholders in the proxy statement describing a proposed merger transaction.
In re Net2Phone, Inc. S’holder Litig., Case No. 1467-N (Del. Ch. 2005), Co-Lead Counsel
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.
5

Activision, Inc. S’holder Derivative Litig., No. 06-cv-04771-MRP (JTLX) (C.D. Cal. 2006), Co-Lead Counsel

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.
6
Corinthian Colleges, Inc., S’holder Derivative Litig., SACV-06-0777-AHS (C.D. Cal. 2009), Co-Lead Counsel
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. Alpert, et al., (Beazer Homes Derivative Litigation), C.A. No. 10-cv-1063-PD (D. Del. 2011), Lead Counsel
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.
In re Complete Genomics, Inc. S’holder Litig., C.A. No. 7888-VCL (Del. Ch. 2012), Co-Chair of Plaintiff's Executive Committee
Won a preliminary injunction requiring corrective disclosures and abrogating a “don’t-ask-don’t-waive” standstill agreement, the first injunction ever issued by the Delaware Court of Chancery of such an agreement.
7

In re CNX Gas Corp. S’holder Litig., 4 A.3d 397 (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.
8
In re Cincinnati Bell, Inc., Derivative Litig., Case No. A1105305 (Ohio, Hamilton Cty 2012), Lead Counsel
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., 1:2011cv00879 (D. Del. 2012), Co-Lead Counsel
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.
Bader v. Goldman Sachs Group, Inc., et al., No. 10-4364-cv, 2011 WL 6318037 (2d Cir. Dec. 19, 2011), Lead Counsel
Persuaded the Second Circuit Court of Appeals to reverse the District Court’s dismissal of derivative claims seeking to recover excessive compensation granted to officers and directors of Goldman Sachs.
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In addition to our successes in the courtroom, we also find the time to give back to the local and global community. Our attorneys serve on the boards and participate in organizations such as:
  • Mental Health Advocacy Services
  • A New Way of Life, Reentry Project
  • The Rotary Club of Wall Street
  • Occupy Sandy Recovery
  • Big Brothers Big Sisters

Pro bono work of our attorneys:
  • Handled criminal defense work for indigent defendants in federal court under the Criminal Justice Act
  • Assisted small businesses in the aftermath of September 11, 2001
  • Represented battered women in family court
  • Provided estate planning services to people living with AIDS
  • Partnered with the United Nations Association’s Young Professionals to raise funds for the victims of the earthquake in Haiti
10
Pfeiffer v. Toll, et al., (Toll Brothers Derivative Litigation), C.A. No. 4140-VCL (Del. Ch.), Counsel to the lead plaintiff
Prevailed in a decision on a motion to dismiss in a case seeking disgorgement of profits that company insiders reaped through a pattern of insider-trading, and after extensive discovery secured a settlement returning $16.25 million in cash to the company, including a significant contribution from the individuals who traded on inside information.
Dannis, et al. v. J.D. Nichols, et al., (NTS Realty Holdings Limited Partnership), Case No. 13-CI-00452 (Ky. Cir. Ct. 2013), Co-Lead Counsel
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., Index No. 800621/2013 (New York Supreme Court 2013) (N.Y. Sup.Ct. 2013), Co-Lead Counsel
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.

CAREER OPPORTUNITIES AT LEVI & KORSINSKY LLP

Exceptional people produce exceptional results, and we are always looking for both. At Levi & Korsinsky, we grow with the people we hire, so naturally, we’re always looking for lawyers, laterals and staff who are talented, committed, and smart. We have built the firm with top legal talent, many of whom come to Levi & Korsinsky with significant prior professional and educational accomplishments and from other prominent law firms. Our lawyers get to work on cutting-edge legal projects in a collegial atmosphere where people not only give their all, but thrive on collaborative effort. Whether you are a new associate or an experienced lawyer, we aim to be a rewarding, reinforcing and humane place to work.

Law Office Administrator - New York City

We are seeking a Law Office Administrator with a minimum of 5 years of experience to work in our New York City office. This position involves the oversight of all administrative aspects at the firm, including HR, facilities, and administrative staff management. Qualified candidates must possess exceptionally strong HR and management skills, as well as excellent project management and communication skills.

Please submit resume and cover letter in strict confidence to: Ed Korsinsky at: careers@zlk.com.

CONTACT US

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OUR LOCATIONS

  • NEW YORK office
    NEW YORK
    30 Broad St., 24th FL
    New York, NY 10004
    Toll free. 877-363-5972
    T. 212-363-7500
    F. 866-367-6510
  • WASHINGTON, D.C. office
    WASHINGTON, D.C.
    1101 30th St. NW,
    Suite 115
    Washington, DC 20007
    T. 202-524-4290
    F. 202-333-2121
  • NEW JERSEY office
    NEW JERSEY
    235 Main St.
    Hackensack, NJ 07601

    T. 973-265-1600
  • CONNECTICUT office
    CONNECTICUT
    733 Summer St.,
    Suite 304
    Stamford, CT 06901
    T. 212-363-7500
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