Category Archives: Securities Class Actions

Vacek, Jr. v. Walter Investment Management Corp.

This case is a shareholder derivative action on behalf of Walter Investments against certain officers and directors who breached their fiduciary duties and were unjustly enriched between May 3, 2016 and June 22, 2017.  Walter Investments is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans.

After submitting false claims related to reverse mortgage servicing and deceiving  homeowners regarding loan servicing and modifications, Walter settled two lawsuits with Federal Agencies for $92 million in fines.

Presently Walter is continuing to perform similar conduct by making false misleading statements and failing to disclose that (a) the Company was involved in fraudulent practices that violated the False Claims Act; (b) the Company’s Ditech subsidiary had a material weakness in its internal controls over financial reporting; and (c) resultantly, the Company lacked adequate internal controls over financial reporting.

 

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Boykin’s Lodging Co. Derivative Litigation

This class action and shareholder derivative action is based upon a proposed merger agreement between the Company and Braveheart Holdings, LP, (“Braveheart”). The transaction is valued at approximately $416 million, including the assumption of debt. Each holder of the Company’s common stock will receive $11 per share and each holder of the Company’s preferred stock will receive $25 per share, plus all accrued and unpaid dividends, whether declared or not.

Immediately prior to the closing date, Defendant Boykin through entities he controls, gets to purchase from the Company, the Company’s interests in Pink Shell Beach Resort and Spa (“Pink Shell”) and the Banana Bay Resort & Marina – Marathon (“Banana Bay”) for consideration that is substantially lower than the value of those assets. Specifically, Defendant Boykin is purchasing the Company’s interests in these two resorts for a reported $14.6 million.

Currently, Defendant Boykin owns, either directly or beneficially, 10.6% of the outstanding shares of the Company’s common stock. The extraordinary benefit inuring to Defendant Boykin in the proposed transaction will not be shared by the other holders of the Company’s common stock. Additionally, by virtue of the exclusion of these assets from the merger transaction with Braveheart, the Company’s shareholders are not realizing the maximum value of their interest in the Company. Also, the proposed merger agreement will trigger certain other compensation and benefits in favor of Defendant Boykin related to his employment agreement and management contracts held by BMC, a company controlled by Defendant Boykin.

Complaint: Boykin Derivative Complaint

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TXU Derivative Litigation

Plaintiffs bring this action for breach of fiduciary duty derivatively on behalf and for the benefit of nominal defendant TXU against the individual defendants, who are directors and senior officers of the Company as well as third-parties with whom they conspired or who aided and abetted their breaches of fiduciary duty.

This action arises out of the unlawful actions of the Director Defendants (as defined below), in conspiracy with or aided and abetted by the third parties, in undertaking a management-led leveraged buy-out of TXU to take the Company private at $69.25 cash per share by means of a merger (the “Merger”) among defendants TXU, Kohlberg Kravis Roberts & Co., a private equity investment firm, and Texas Pacific Group, a private equity firm and fund manager. The LBO is at a grossly inadequate and unfair price and was arrived at by an unfair and tainted process that was intended to provide valuable assets of TXU to defendants for unfair and inadequate consideration. Defendants have acted together, in concert, or in conspiracy to the detriment of the Company and in breach of the Director Defendants’ fiduciary duties to TXU.

After briefings, hearings and jury trial a settlement was reached on January 7, 2008.

In re TXU, Inc. Derivative Litigation Consolidated Complaint

Final Order and Judgment

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Pallas v. Lucent Technologies

United States District Court for the District of New Jersey

The Firm is co-lead counsel in this stockholder derivative suit brought on behalf of the current holders of Lucent Technologies, Inc. (NYSE:LU) securities. The stockholder derivative suit alleged, among other things, that certain officers and directors of Lucent had caused the company to engage in misleading accounting and financial reporting practices that exposed Lucent to liability in consolidated securities class actions. In March 2003, Lucent announced that the litigation had been settled in principle, with the insurance carriers of the directors’ and officers’ liability insurance agreeing to fund a substantial portion of the multi-million dollar proposed settlement. In addition, Lucent implemented a number of corporate governance changes.

Complaint: Lucent Complaint

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Industrial Enterprises of America

Defendant Industrial Enterprises of America is an automotive aftermarket supplier founded in 1974. Their products range from basics like anti-freeze and motor oil, to charcoal fluids and packaged refrigerants used in the automotive and dusting markets.

The suit brought against IEA stems from both a blatant disregard for basic accounting principles and an overall scheme to dupe investors into a false sense of security with IEA’s financial future. This fairy tale came to a quick end starting with IEA’s first bit of negative news, an October 2007 Press Release stating IEA’s need to review their current accounting practices. The aftermath of IEA’s followup press release in November of 2007, explaining the need for revenue restatements, entity re-classifications and an increase in litigation reserves, was a devastating freefall of the companies share prices, from $2.19 to a closing price of $.80, a staggering 63% reduction in value.

This is a federal securities class action on behalf of a class consisting of all persons, other than defendants, who purchased common stock of IEAM between November 14, 2006 through November 8, 2007.

Complaint: IEAM Complaint

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RAIT Financial

The above class action lawsuit has been filed on behalf of all purchasers of the publicly traded common stock (NYSE: RAS – News) and all purchasers of the publicly issued Series A, B and C Preferred Shares of RAIT Financial Trust (“RAIT”) beginning on or about June 8, 2006 and thereafter, inclusive (the “Class Period”). The suit names the Company and certain officers and directors as defendants and is filed in the United States District Court for the Eastern District of Pennsylvania. Salkowitz v. Rait Financial Trust, Civil Action No. 07-03406-LDD.

Complaint: RAIT Complaint
Press Releases: RAIT Press Release

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Legato Systems

United States District Court for the Northern District of California

The Firm actively participated in the litigation of this securities class action. The suit alleged, among other things, that the defendants issued materially false and misleading financial reports about Legato which operated to inflate artificially the price of the company’s publicly traded securities. In 2003, the Court finally approved a multi-million settlement for the Class.

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PMA Capital Litigation

This securities class action names PMA Capital and certain former officers and directors as defendants and is filed in the United States District Court for the Eastern District of Pennsylvania.  Pollin v. PMA Capital Corporation, Civil Action No. 03-06122-EL.

The Complaint alleges that defendants violated Sections 11 and 12 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.  According to the Complaint, PMA’s public statements during the Class Period were materially false and misleading because (a) PMA maintained inadequate loss reserves for its PMA Re subsidiary; (b) reserve requirements for PMA Re announced in connection with the initial public offering of the Notes were materially insufficient; and (c) as a consequence of the understatement of loss reserves, PMA’s earnings and assets were materially overstated at all relevant times.

On November 4, 2003, PMA issued a press release announcing that it would have to increase its loss reserves for PMA Re by $150 million, and would be suspending its common stock dividend.  This news caused an immediate drop in the price of PMA’s common stock and the trading values of the 8.50% Notes.  On November 6, 2003, PMA issued a press release announcing the resignations of its president and chief executive officer and its chairman of the board.

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Sunterra Corporation

Sunterra Corporation

United States District Court for the Middle District of Florida

The Firm is co-lead counsel for plaintiffs and the proposed class in this securities class action. The suit alleges, among other things, that certain of the former officers and directors of Sunterra caused the company to issue materially misleading financial reports and earnings releases about the company’s financial performance and prospects. As a result, plaintiffs contend that they and members of the class purchased Sunterra securities at prices that were artificially inflated because of defendants’ misleading statements and omissions. The suit also names as a defendant Arthur Anderson, LP, which had audited Sunterra’s financial statements and issued clean opinions. After filing for bankruptcy, Sunterra withdrew the financial statements at issue in the suit and stated they should not be used or relied upon by anyone. The case was settled in April 2005 for $5,450,000.

Complaint:  In re: Sunterra Corp.

Court Decisions:  Order Approving Settlement in Sunterra Litigation January 04, 2006

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Sykes Enterprises

United States District Court for the Middle District of Florida

The Firm was co-counsel in this securities class action. The suit alleged, among other things, that the defendants had issued materially false and misleading financial statements concerning the condition and prospects of Sykes Enterprises. In March 2003, the Court finally approved a $30 million settlement on behalf of the Class.

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