Securities Fraud

Our capital markets depend upon the dissemination of accurate and timely information.  That, however, does not always happen.  When corporate officers and directors disseminate false information, or omit material information, they may be subject to a securities fraud suit brought by those wronged shareholders who purchased shares at a price inflated by such false information or material omissions, and suffered damage when the truth was disclosed. In those instances, shareholders have the right to bring a securities fraud class action, on behalf of all those shareholders who suffered damage as a consequence of this fraud.

THE GRANT LAW FIRM has expertise in investigating instances of potential fraud to determine whether a cause of action does in fact exist and the extent to which shareholders have suffered damage.  It also has expertise in the proper pleading of securities fraud, which must overcome progressively more stringent standards.

If you or a client has suffered a significant loss in the price of a stock and believe that this could be due to securities fraud, please contact lgrant@grantfirm.com or complete our potential matter form on this website.

Opt Out Litigation

Securities fraud class actions often culminate in a settlement in which aggrieved shareholders have an opportunity to “opt out” of the settlement and continue their own actions.  Opt outs are particularly important for larger shareholders, who may feel that a particular settlement does not provide the class with sufficient consideration, or that the settlement has been entered into without sufficient litigation or negotiation.

THE GRANT LAW FIRM can represent shareholders or other stakeholders who wish to opt out of a class action settlement and has the skill to determine whether opting out a settlement or class is in the stakeholder’s best interest.

If you or a client is presently a class member, and considering whether to opt out of a settlement or class, please contact lgrant@grantfirm.com or complete or potential matter form on this website.

Derivative Actions

Corporate officers and directors are required to fulfill certain fiduciary obligations to both the shareholders of a company and the company itself when taking corporate action.  When these officers and directors do not act in the best interests of the shareholders or the corporations, or when they take corporate action which damages the corporation, a shareholder may be entitled to commence an action derivatively on behalf of the corporation to recover the damage which it has suffered. This can often occur in related party transactions, in which corporate officers and directors who are tasked with approving a corporate transaction stand on both sides of the transaction.

THE GRANT LAW FIRM has extensive experience in recognizing when a derivative action exists and in litigation such actions.  This experience includes determining when a pre-suit demand for action must be made upon a wronged corporation’s board of directors, a requirement under many statutes, and successfully arguing that a pre-suit demand upon that particular board would have been futile, thus enabling the suit to proceed.  The derivative action is one of the major tools which shareholders can use to ensure that the companies in which they are invested adhere to appropriate corporate governance standards.

If you or a client is aware of a company which has suffered damage as a consequence of corporate malfeasance, please contact lgrant@grantfirm.com or complete our potential matter form on this website.

Books and Records Actions

When a shareholder or limited partner suspects that its company or partnership has been mismanaged or that a breach of fiduciary duties has occurred, he is often entitled to inspect the company’s or partnership’s books and records in order to support his suspicions.  The right to inspect books and records is a statutory right in certain states, such as Delaware, or a contractual right.   Books and records actions, which are often brought in the Delaware Chancery Court, are frequently brought as a first step in a derivative action, and can result in a trial.

THE GRANT LAW FIRM has extensive experience in bringing books and records actions, including drafting the proper books and records demand letter necessary to start the process, and successfully trying books and records actions.

If you or a client believes is aware of mismanagement and would like to discuss the value of bringing a books and records action, please contact lgrant@grantfirm.com or complete our Contact Form on this website.

Merger & Acquisition Litigation

Mergers and acquisitions which are proposed by a company’s management are not always fair and adequate.  Before selling a company, directors and officers are required to fulfill certain duties, including obtaining the highest price for shareholders, and either shopping the company or performing a market check once a transaction has been proposed.  Directors and officers faced with an offer for the company, including a hostile offer, are not supposed to take steps which would entrench them in their positions when doing so is not in the best interests of the company or its shareholders.

In the context of a corporate transaction, where directors and officers take steps which will not result in the highest price for shareholders (or limited partners) or where they take steps to entrench themselves, a class action or in some cases, a derivative action, may exist.

THE GRANT LAW FIRM is proficient in recognizing actionable merger and acquisitions situations, and litigating them.  It is fully familiar with the often changing case law governing such instances, and is experienced in prosecuting injunction and similar type actions often used to stall or stop an unfair and inadequate transaction, until shareholders obtain sufficient redress, either by obtaining a higher price, fuller disclosures, or other types of therapeutic relief.

If you or a client is currently subject to an inadequate or unfair corporate transaction or take over, please contact lgrant@grantfirm.com or complete our potential matter form on this website.

Limited Partnership Litigation

Unlike shareholders, the rights of limited partners are often limited by the terms of their limited partnership agreement.  Although general partners have fiduciary duties similar to those of corporate directors and officers, these duties can often be limited through the terms of the limited partnership agreement.  It is critical for limited partners who believe they have been wronged, or that their limited partnership has been mismanaged, to be aware of the terms and potential limits of their partnership agreements.

THE GRANT LAW FIRM is highly skilled in litigating limited partnership cases, including cases arising out of unfair and inadequate tender offers by general partners for limited partnership units, mismanagement cases, and limited partnership liquidation cases.

If you or a client is a limited partner of a limited partnership in which you suspect mismanagement or which is the subject to an inadequate or unfair corporate transaction or take over, please contact lgrant@grantfirm.com or complete our potential matter form on this website.

Consumer Class Actions

Companies often engage in business practices which harm consumers, giving rise to potential class actions.  Such business practices can include the imposition of unfair, inaccurate or hidden fees, the sale of unsafe or defective products, actions which breach contracts or violate the law, or false advertising.

Because aggrieved consumers generally do not suffer sufficient damages to commence their own actions, a class action is the most effective way to cause the company to reform or stop the offending practice and to obtain redress for the hundreds of consumers who have been affected.

THE GRANT LAW FIRM is experienced in vetting such cases, and determining whether a class action should be brought. It also has significant experience in litigating such actions, including experience with complex multi-district litigation which often results in such cases.

If you or a client believes that you have been the subject of an unfair business practice, please contact lgrant@grantfirm.com or complete our potential matter form on this website.

Lynda J.  Grant

Lynda J. Grant is an accomplished lawyer with almost 30 years of experience representing shareholders, limited partners and consumers in class actions and derivative suits.   Before commencing THEGRANTLAWFIRM, Ms. Grant was a partner in two major plaintiffs’ class actions firms.  Her practice was and continues to run the gamut from large securities fraud cases, to derivative action, to cases seeking to enjoin unfair buy outs, acquisitions and mergers.  She has also represented employees and pensioners in ERISA class actions.  Her clients have included individual shareholders, limited partners, sophisticated hedge fund managers, major state, local and city pension funds, and union funds.

Her early career centered on representing limited partners who were subject to unfair tender offers by their general partners, and by way of those cases, she significantly shaped the fiduciary duty law in Delaware governing the rights of limited partners.  More recently, she has been involved in litigating major securities class actions in which class members were able to recover tens of millions of dollars in damages.  She has significant expertise in litigating shareholder and limited partner derivative actions, including handling seven year litigation against Canadian financial giant, Canadian Imperial Bank of Commerce, in which she successfully tried a books and records action, and beat both a motion to dismiss and summary judgment action.

She is well known in the merger and acquisition area as well, having helped obtain an injunction of a $160 million defensive recapitalization of Arvida/JMB, and commencing the action In Re Real Estate Associates Limited Partnership, which eventually resulted in a $184 million jury trial.

She was also lead counsel in the following transaction cases:

In re Alfa Corp. S’holders Litig., Cir. Ct. Ala., Montgomery Co., CV-07-900485 (Price, J.)

In re Anheuser-Busch Cos. Inc. S’holders Litig., Del. Ch., Cons. C.A. No. 385 (Parsons, V.C.)

In re Countrywide Corp. S’holders Litig., Del. Ch., Cons. C.A. No. 3464 (Noble, V.C.)

In re Genentech, Inc. S’holders Litig., Del. Ch., Cons. C.A. No. 3911 (Strine, V.C.)

In re NYMEX S’holders Litig., Del. Ch., Cons. C.A. No. 3621 (Noble, V.C.)

In re Republic Services, Inc. Litig., Del. Ch., C.A. No. 3923-CC

In re Take Two Interactive Software, Inc., Del. Ch., C.A. No. 3604 (Lamb, V.C.)

In re Yahoo! Shareholder Litig., Del. Ch., C.A. No. 3561 (Chandler, C.)

Ms. Grant is often sought after speaker on securities litigation and corporate governance issues was recently interviewed on the Dylan Ratigan Show concerning the action Brown v. Goldman Sachs.  She is presently the co-chairperson of the American Bar Association’s Securities Litigation Committee, and is the former co-chairperson of the American Bar Association’s Class Actions and Derivative Suits Committee.

Professional Leadership

Co-chairperson of the American Bar Associations’ Class Actions and Derivative Suits Committee

Member of Task Force on the Future of Civil Litigation

Member of Task Force on the Promulgation of Cross Border Protocols between the U.S. and Canadian Class Actions

Professional Organizations

American Bar Association

Public Investors Arbitration Bar Association (“PIABA”)

Lectures/Panels

ABA Annual Meeting: Hawaii:  2007:  “It’s a Small World After All”- international securities panel

Clayton Utz Annual Meeting: Sydney:  2007:  U.S. Class Action Seminar—seminar given to Australian attorneys regarding U.S. class action system

Continuing Education Panel: Telephonic:  2007:  The Impact of In re Polymedica Corp. Sec. Litig.

ABA Section Annual Meeting:  Chicago:  2008:  Issues in Class Action—debate with defense counsel regarding current class action issues

National Institute on Class Actions:  New York:  2008:  U.S. Class Actions versus Canadian Class Actions

ABA Section Annual Meeting:  New York:  2009:  Issues Regarding International Securities Litigation

ABA Section Annual Meeting:  New York: to be held in April 2010:  Twombly versus Conley:  The Fight of the Century—panel host

Representative Cases

In re St. Paul Travelers Sec. Litig., Civ. 04-3801 (JRT), 2006 WL 1116118 (D. Minn. April 25, 2006)(securities fraud action)

In re DHB Industries, Inc., Class Action Litig., CV-05-4296 (JS), (E.D.N.Y.)(securities fraud action)

In re Van der Moolen Holding, N.V., Sec. Litig., CV-03-8284(RWS)(S.D.N.Y.)(securities fraud action)

Forsythe, et al. v.  ESC Fund Management Co. (U.S.), Inc., et al., C.A. No. 1091-N (Laster, VC)(derivative action on behalf of employee co-invest fund against Canadian Imperial Bank of Commerce)

Education

Cornell Law School, Juris Doctor, 1982

SUNY at Buffalo, Bachelor of Arts, Summa Cum Laude, 1979

Gaines v. Narachi, et al., Case No. 6784-VCN

Pending in Delaware Chancery Court.  Class action arising out of the now defunct merger between AMAG Pharmaceuticals, Inc. and Allos Therapeutics, Inc.  Counsel’s efforts lead to disclosure by Morgan Stanley of free cash flows. Merger was voted down by shareholders after disclosure.

Krasnof v. Budhraja, et al., Case No. 7171-VCP

Pending in Delaware Chancery Court.  Derivative Action arising from alleged mismanagement by board of American Superconductor, Inc. in relation to its sales of solar related equipment to Chinese manufacturer, Sinovel, and dissemination of alleged false statements. Counsel first made a demand on the board, and is now pursuing a derivative action.

Arbit, et al. v. Makrides, et al., Civil Action No. 8:11-02020-JSM

Pending in the United States District Court for the Middle District of Florida.  Derivative action charging management of Bovie Medical Corporation with  having failed to exploit certain patents, and self-dealing, among other things.

Berzner v. Erikson, et al., Cause No. 2010-71817

Pending in the District of Harris County, Texas, 190^th Judicial District. Derivative action arising from the role of Cameron International Corporation. Manufacturer of the blow out preventer, in the Gulf Oil Spill.

In the Matter of the Bank of New York Mellon, Civil Action No. 11-5988 (WHP)

Presently pending in the United States District Court for the Southern District of New York.  Objection on behalf of Clayhill Investors LLC to settlement of claims by certain institutional investors, The Bank of New York Mellon, as trustee (the Trustee”), Countrywide Home Loans (“CHL”), and Bank of American Corporation, among others,  arising from the sale of certain trusts “Trusts”).  Settlement could preclude other institutional investors from pursuing their claims regarding those Trusts in the future.

In re El Paso Corp. Shareholders Litig., Con. Case No. 6949-CS

Pending in the Delaware Chancery Court.  Class action arising out of the merger between El Paso Corp. (“El Paso”) and Kinder Morgan Inc., and the spin off of certain El Paso assets, alleging among other things, conflicts of interest by Goldman, Sachs & Co.

Central Laborers’ Pension Fund v. Blankfein, et al., Index No. 600036/2010

Pending in the Supreme Court for the State of New York, New York County (Fried, J.).  Derivative action on behalf of Goldman, Sachs & Co. (“Goldman”) for excessive fees paid to executives.  After the filing of the action, Goldman announced a substantial reduction in its executive pay.

Hecla Mining Co.

Counsel recently made a demand upon Hecla Mining Co.’s (“Hecla”) board of directors for books nd records, pursuant to 8 Del. Code §220, in relation to  Hecla’s closure of its Lucky Friday Mine.

Geare v. Ball, et al., Civil Action No. 1:11-09190

Pending in the United States District Court for the Northern District of Illinois, Eastern Division.  Derivative action on behalf of Hospira, Inc. for mismanagement and the dissemination of false and misleading statements.

In re IMH Secured Loan Fund Unitholders Litigation, Con. Civ. Action No. 5516-CS

Pending in Delaware Chancery Court.  Class action arising out of the conversion and roll up of IMH Secured Loan Fund.

In re JPMorgan Chase Mortgage Modification Litigation, MDL No. 2290

Presently pending in the District Court for the District of Massachusetts.  Consumer class action on behalf of homeowners who were wrongfully refused mortgage modifications by JPMorgan Chase &  Co. pursuant to the HAMP program.

In re Las Vegas Sands Corp. Derivative Litigation, Master File No. a-11-636656-B

Pending in District Court for Clark County, Nevada.  Derivative action on behalf of the Las Vegas Sands Corp. (the “Company”) arising from on going investigations into the Company’s potential violations of Foreign Corrupt Practices Act in connection with its operations in Macau.

In re Mannkind Corporation Derivative Shareholder Litigation, No. BC 454936

Pending in the Superior Court for the State of California, County of Los Angeles.  Derivative action arising from managements’ dissemination of false and misleading statements concerning the Mannkind Corporation’s ability to bring certain products to market, and managements’ failure to bring such drugs to market.

In re Yahoo! Shareholder Litigation, Case No. 7082-VCG

Pending in the Delaware Chancery Court. Class action brought on behalf of Yahoo!, Inc. arising from acts taken by former executive Jerry Yang, and the board of directors.

If you or a client is interested in learning more about any of these investigations please contact us using the “Contact Us” page on this website.

Taleo Corp. (NASDAQ: TLEO)

The Grant Law Firm, Pllc is investigating a potential action against the board of directors of Taleo Corp. (“Taleo” or the “Company”) for breach of its fiduciary duties in connection with the potential acquisition of the Company by Oracle Corp. for $46 per share in cash. Taleo was not shopped before the agreement was signed, and the offering price does not take into account Taleo’s potential growth, or its July acquisition of JobPartners. Moreover, the $46 per share price offers Taleo shareholders almost no control premium over its 52-week high price.

Thomas & Betts (NYSE: TNB)

It was disclosed on January 30, 2012,  that ABB, a Swiss engineering firm, is close to a deal to purchase all the shares of Thomas & Betts (“T&B” or the “Company”) for $72 per share for a total deal price of $3.9 billion.  The deal is valued at 9.9 times earnings, which is substantially less than the 11.4 times earnings which similar companies have been offered in analogous buyouts.

The Grant Law Firm, PLLC is investigating whether the T&B board of directors has or will breach its fiduciary duties in entering into a transaction at the $72 per share price, or whether greater consideration can be negotiated.

Pep Boys (NYSE: PBY)

Pep Boys (“Pep Boys” or the “Company”) announced January 30, 2012 that it was going private through a transaction in which the Gore Group would purchase all of the Company’s outstanding stock at $15 per share or approximately $804 million. Company stockholders do not believe that the buyout price is fair, and it is barely above the 52 week high.

The Grant Law Firm is presently investigating whether the Company’s board of directors has
breached or will breach its fiduciary duties in having put its own interests above those of the Company’s shareholders.

Illumina (NASDAQ: ILMN)

Roche Holding announced on January 25, 2012 that it was proceeding with a tender offer for the shares of Illumina  Inc. (“Illumina” or the “Company”) after ttempts to negotiate a friendly deal broke down.  The tender offer will be for $44.50 per share, significantly lower than Illumina’s trading price of almost $80 per share during the past year.

The Grant Law Firm is presently investigating this circumstance to determine whether the Company’s board of directors has breached or will breach its fiduciary duties, and whether it has taken steps to entrench itself in power.

EXCO Resources, Inc. (NYQ: XCO)

On November 3, 2010, EXCO Resources, Inc. (“EXCO” or the “Company”) entered into an greement to go private with its chief executive officer, Douglas Miller (“Miller”), and major shareholder and board member, T. Boone Pickens (“Pickens”) (the “Buy-out Offer”). The Buy-out Offer provides shareholders with $20.50 per share, for a total purchase price of $4.36 billion. A special committee (“Special Committee”) of only two board members was created to bless the terms of the deal with Miller—who, along with Pickens, controls almost 30% of the Company’s outstanding stock. At least five of the Company’s seven board members are connected to the bid.

Miller previously took the Company private in 2003 for $18 per share, and then took the Company public in 2006, and thus has a history of taking the Company private and then public, when he believes that he can profit.

The Company has traded well above the $20.50 offering price in the past and is involved in the natural gas industry. Moreover, on November 15, 2010, the Company entered into indemnification agreements with the two members of the Special Committee, agreeing to have the Company indemnify them for any judgments arising out of the Buy-out Offer.

The GrantLawFirm, PLLC is presently investigating a potential action against the board
for breach of its fiduciary duties.

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