trusted advocacy. proven results.file1/blb...firm 2 $15.3 billion firm 3 $9.3 billion firm 4 $5.2...

TrustedAdvocacy.

Proven Results.

SECURITIES FRAUD LITIGATION

CORPORATE GOVERNANCE AND

SHAREHOLDER RIGHTS LITIGATION

BLB&G is one of the leading firms worldwide

advising institutional investors on issues

related to corporate governance, shareholder

rights and securities fraud litigation.

We are the trusted counsel to hundreds of

asset managers, public pension funds, hedge

funds, and Taft-Hartley pension, annuity and

healthcare funds, among other institutional

investors.

WHAT’S INSIDE

Message from the Partners 1

Securities Fraud Practice

Securities Fraud Overview 3

Historic Recoveries 4

Rankings and Reputation 5

Class Action Cases and Recent Accomplishments 6

Direct Actions 9

Corporate Governance Practice

Corporate Governance and Shareholder Rights Overview 11

Cases and Recoveries 12

Appraisal Rights Litigation 14

Shareholder Advocacy 15

About the Firm

How We Work 17

Our Attorneys: The Best in the Business 18

Client Services and Investor Education Initiatives 20

Giving Back — Sharing Success 22

“A law firm with a conscience.”IncisiveMedia

Bernstein Litowitz Berger & Grossmann LLP

blbglaw.com

Our missionThe integrity of our capital markets depends on meaningful checks and balancesand, as we are often reminded, the burden of policing business conduct cannot beborne by the government alone.

We know shareholder litigation is an essential tool for addressing corporate fraudand misconduct and safeguarding the marketplace. We see it in our practice every day.

Continuing to bring actions that have helped shape the law in important ways, wehave obtained some of the largest recoveries in history, ensured accountability forcorporate mismanagement and changed business practices for the better.

We believe in what we do.

Our commitmentSince our founding in 1983, we have gone up against the world’s largest companies,representing our clients in a wide variety of high-profile cases arising out of financialwrongdoing and corporate misconduct, and we have won. We have recovered over$33 billion on behalf of defrauded investors in class actions, and we have becomeone of the firms of choice for major companies and funds worldwide bringing privatenon-class securities litigation.

Our corporate governance practice specializes in finding value where others simply donot see it. We have prosecuted groundbreaking litigations challenging deeply hiddenconflicts of interest and corporate practices that undermine shareholder rights, includingin the M&A context, voting rights and board-led misconduct. We have also forcedpernicious and potentially damaging corporate behavior (previously kept in the board-room and out of sight of shareholders) into the courts and the public debate.

All that said, Corporate America and the business lobby are undeterred in seeking toerode shareholder rights, investor protections and the management accountabilitystructure. In over 35 years, we believe our work and our commitment have never beenmore necessary or important.

It remains a privilege to serve our clients in the critically important litigation that they have entrusted to us. Their interests (and those of the classes we represent) arealways paramount. Their loyalty and confidence allow us to protect key legal rightsand to preserve the transparency and ethical conduct that is essential to maintainingthe integrity of our capital markets.

We invite you to learn more about the firm’s culture, philosophy and recent accom-plishments as detailed in the following pages.

1

The Partners of Bernstein Litowitz Berger & Grossmann

BLB&G has regularly served aslead counsel prosecuting many of the largest and most importantsecurities actions in history, obtaining unprecedented results.

Bernstein Litowitz Berger & Grossmann LLP 2

blbglaw.com

ernstein Litowitz Berger & Grossmann is widely recognized as one of theleading law firms worldwide advising institutional investors on issues relatedto corporate governance, shareholder rights, and securities litigation. We

represent many of the largest and most prominent asset managers, financial institutionsand public pension funds in the world.

Together with our clients, we have litigated many of the most complex, high-profilesecurities fraud actions in history and, in the process, have helped to enforce fraudliability beyond corporate management to third-party defendants such as accountants,attorneys and investment banks.

Unique among our peers, we have obtained more top securities fraud recoveries thanany other firm in history — and over $33 billion since our founding in 1983. Further,many of our securities cases have resulted in sweeping corporate governance reforms, changing deficient business practices and serving as models for public companies going forward.

We are highly selective about the cases we prosecute and are consistently recog-nized by all industry observers — including SCAS, Law360, Legal 500, The NationalLaw Journal, Benchmark and Chambers — as one of the top firms in the field yearafter year.

A distinguished group of trial-tested litigators, BLB&G has repeatedly and consistentlyearned high praise from courts across the nation, as well as the respect of the defensefirms and insurance carriers whom we face in court and across the negotiating table.

Securities Fraud

“Clients are unanimous in their opinion…Bernstein Litowitz gives ‘the best advice in the field.’”Chambers Guide to America’s Leading Lawyers for Business

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$804 MILLIONHealthSouth

$735 MILLIONLehman Bros.

$730 MILLIONCitigroup

$688 MILLIONMerck and Schering-Plough

$667 MILLIONLucent

$627 MILLIONWachovia

$500 MILLIONBear StearnsRMBS

$480 MILLIONWells Fargo

$410 MILLIONFreddie Mac

$407 MILLIONRefco

$315 MILLIONMerrill Lynch RMBS

$311 MILLIONWilliams Companies

$300 MILLIONGeneral Motors

$300 MILLIONDaimlerChrysler

$300 MILLIONBristol-Myers

$285 MILLIONEl Paso Corp.

$280 MILLION JPMorgan ChaseRMBS

$259 MILLION3Com

$250 MILLIONAllergan

$234 MILLIONMF Global

$219 MILLIONGenworthFinancial

$215 MILLIONWashington Mutual

$210 MILLIONSalix Pharmaceuticals

$210 MILLIONWilmington Trust

$202 MILLION The Mills Corp.

$200 MILLIONWellCare

$180 MILLIONBNY Mellon

$174 MILLIONCobalt InternationalEnergy

$173 MILLIONMaxim

$152 MILLIONBennett Funding

$150 MILLIONSatyam

$150 MILLIONJPMorgan Chase(London Whale)

$150 MILLIONMerrill Lynch (Bonds)

$142 MILLIONClovis

$138 MILLIONBiovail

$137 MILLIONElectronic Data Systems

$128 MILLIONDelphi

$125 MILLIONBristol-Myers

$125MILLIONWells FargoRMBS

$124MILLIONNew Century

$120MILLIONConseco

More top recoveries for clients than any other firmBLB&G has obtained nearly 40% of the monies recovered in the top 100 securities recoveries,including 6 of the 13 largest in history — more than any other firm.*


* Independent research and analytics firms Securities Class Action Services and NERA Economic Consulting

SECURITIES FRAUD

$6.19BILLION

WorldCom

$3.31BILLION

Cendant

$2.43BILLION

Bank of America Merrill Lynch

Merger

$1.07BILLION

Nortel Networks

$1.06BILLIONMerck/Vioxx

$1.05BILLION

McKesson HBOC Inc.

The acknowledged leader of our barWe have been consistently recognized by the legal industry for our unyielding commitmentto professional excellence and to the needs and objectives of our clients.

“Plaintiff ‘powerhouse’ unique for itsmany record-setting verdicts and settlements…peers on both sides ofthe aisle refer to the firm as ‘premier,’and ‘preeminent.’”

4Benchmark: The Definitive Guide to America’s

Leading Litigation Firms

Top ranked US plaintiffs’ securitieslitigation firm by:

4Chambers USA

4The National Law Journal

4Legal 500 US

4Law360

4Benchmark: Litigation(Named US Plaintiff Firm of the Yearthree times)

5

“Excellent …Among the most experienced and well-qualified in thiscountry in securities fraud litigation.”

4United States District Court,

Northern District of California

“One of the most powerful securitiesclass action firms in the US…thebiggest star in the firmament of securities litigation.”

4Financial Times

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5

10

15

20

25

30

35

40

BLB&G$25.5 billion

Firm 2$15.3 billion

Firm 3$9.3 billion

Firm 4$5.2 billion

Firm 5$6.3 billion

Firm 6$13.2 billion

Firm 7$9.1 billion

Num

ber o

f Cas

es

Recoveries

35

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13 1311 10 10

BLB&G has prosecuted more of the 100 largestsecurities cases than any other firm.

4ISS/Securities Class Action Services


SECURITIES FRAUD

During the last ten years, BLB&G has remained a clear leader in the field, prosecuting some of the most importantsecurities litigations in the country. These actions have resulted in over $14 billion in recoveries for our clients,as shown in the examples below.

Record-breaking recoveries for investorsin high profile securities litigations

Merck (Vioxx)Merck shares plummeted, stunninginvestors, when it withdrew its “block-buster” COX-2 painkiller Vioxx fromthe market in 2004, after data con-cerning the life-threatening risks itposed came to light. After more than12 years of hard-fought litigation overMerck’s alleged misrepresentationsand omissions about the drug, BLB&Gachieved a $1.062 billion settlementon the eve of trial. This is one of thelargest securities recoveries of alltime, and the largest ever achievedagainst a pharmaceutical company.

General Motors General Motors shares dropped pre-cipitously over concerns that millionsof its cars contained ignition switchdefects which resulted in numerousaccidents and fatalities. BLB&G obtained a $300 million recovery forGM investors — the third largest securities class action recovery everwithin the Sixth Circuit.

Merck/Schering-Plough(Vytorin) BLB&G held Big Pharma accountablewith a combined $688 million recoveryin coordinated securities class actionsfor Merck and Schering-Plough in-vestors alleging that they lost moneywhen the results of a clinical studyfor the drug Vytorin became public. Itwas the second-largest securitiesclass action settlement ever in theThird Circuit, and among the top 25securities class action settlements ofall time.

MF Global After the stunning collapse of high-profile brokerage MF Global, run byformer New Jersey Governor JonCorzine, BLB&G obtained settlementstotaling $234.3 million on behalf ofMF Global investors, in this action alleging materially false statementsby the company. The settlement included a $65 million recovery fromMF Global’s auditor, Pricewaterhouse-Coopers LLP, one of the largest re-coveries ever from an auditing firmwhere there was no restatement ofthe audited financial statements.

“[BLB&G’s] Bank ofAmerica settlement…

comes at a momentwhen plaintiffs’ lawyersare being praised for extracting stiff penaltiesfrom banks related totheir actions during thehousing boom…[while]resource-constrainedgovernment regulatorshave been criticized for not being toughenough.”

“Investors’ Billion-Dollar Fraud Fighter,” The New York Times

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Genworth BLB&G recovered $219 million for investors shortly before trial in this action alleging that insurance holdingcompany Genworth Financial, Inc.made false statements about its long-term care insurance business and theadequacy of its insurance reserves.

BNY Mellon (Forex)BLB&G recovered $180 million forBNYM investors after public revelationsof a fraudulent scheme to rig bench-mark foreign currency exchange ratescaused a precipitous stock drop.

JPMorgan Chase “London Whale”

BLB&G obtained $150 million for share-holders in this securities fraud classaction arising out of alleged misrepre-sentations and omissions concerningJPMorgan’s Chief Investment Office,the company’s risk management sys-tems, and the trading activities of itsrogue trader, the so-called “LondonWhale.” The events in question causeda media firestorm over the conduct ofthe firm’s proprietary trading activitiesand risk management in general, andcaused massive losses for its investors.

Salix Pharmaceuticals BLB&G obtained a $210 million recov-ery in a securities fraud class actionthat arose from claims that Salixschemed to “stuff the channel” for itskey drugs. Investors’ allegations in-cluded materially misrepresenting thewholesaler inventory levels of severalof Salix’s most successful products inorder to make Salix’s growth prospectsand financial performance appearfar better than they were to sparkthe interest of a potential acquirer.


SECURITIES FRAUD

To date, BLB&G has recovered nearly $7 billion on behalf of clients in cases arising from the “subprime” mortgagemeltdown and ensuing global credit crisis — far more than any other firm in the field. Our work in these cases(including the four largest financial crisis recoveries) set the bar for holding mortgage lenders, investment banks,

bond insurers and other participants in the subprime mortgage securitization process accountable for abusive practicesand fraud that resulted in massive investor losses. See some examples below:

Bank of America-MerrillLynch Merger$2.425 billion recovery for BoA share-holders — one of the largest securi-ties class action recoveries of all time— over misleading statements andomissions about BoA’s 2009 acquisi-tion of Wall Street giant Merrill Lynch.

Lehman Bros.$735 million recovery for investorsfrom multiple defendants, includingformer Lehman directors and officers,the underwriters of Lehman securitiesofferings, UBS and Ernst & Young.

CitigroupOnly a government bailout kept WallStreet giant Citigroup from collapsedue to its extensive exposure to toxicmortgage-related assets. We obtaineda $730 million cash recovery for bond-holders — the second largest bond-holder recovery in history.

JPMorgan Chase$280 million recovery in action alleginguntrue statements and omissions inthe offering documents for certainmortgage-backed securities issued in2006 and 2007.

WachoviaOne of the high-profile casualties ofthe subprime crisis, Wachovia’s col-lapse and subsequent fire sale toWells Fargo in 2008 translated into se-vere losses for investors. BLB&G ob-tained a $627 million recovery for thebank’s bondholders.

Bear StearnsBLB&G navigated uncharted legal terrain in a series of actions againstmajor financial institutions for the improper packaging and selling of the mortgage securities at the centerof the 2008 financial crisis. This $500 million recovery against former WallStreet titan Bear Stearns is the largestever on behalf of purchasers of resi-dential mortgage-backed securities.

Merrill LynchBLB&G obtained the first-ever recoveryfrom a major issuer of mortgage-backedsecurities—$315 million—for allegedlymisleading investors about risk.

Wells Fargo$125 million recovery for purchasersof mortgage-backed securities.

Washington Mutual$225 million recovery for WaMushareholders after collapse of one ofthe nation’s largest originators andservicers of residential mortgages.

Merrill Lynch (Bonds)$150 million recovery for bondholdersafter the company’s near collapse.

New Century Financial$125 million for shareholders due tomisrepresentations of underwritingstandards.

Morgan Stanley$95 million recovery in action allegingthat offering documents for RMBS soldby Morgan Stanley misrepresented thequality of the underlying mortgagesand overvalued the collateral.

MBIA/AmbacOver $100 million obtained for investorsin subprime bond insurers Ambac Financial ($33 million) and MBIA, Inc.($68 million) — considerable settle-ments given the “precarious financialstate of the defendants” (The Ameri-can Lawyer).

Nearly $7 billion recovered for investorsdamaged by the financial crisis

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Our clients also rely on BLB&G to prosecute major non-class securitiesactions. Our direct action practice is dedicated to resolving individualsecurities fraud claims on behalf of institutional investors.

The team tracks and identifies all meritorious securities class actions in whichour clients have a significant financial interest and monitors their progress inorder to preserve their individual claims. In the wake of the Supreme Court’s2017 ANZ Securities decision, increased vigilance is required (See page 15).When necessary, we file protective motions and individual actions in cases withlooming statutes of repose in order toavoid having our clients’ significant indi-vidual claims for recovery lapse.

Representing some of the largest andmost prominent mutual funds, hedgefunds and pension funds, as well as insurance companies and other insti-tutional investors, our success prose-cuting direct actions is a reflection ofour careful case analysis and consid-ered approach to achieving the highestreturns for our clients in the most effec-tive manner.

In our direct actions, we have obtainedexpeditious (yet favorable) resolution ofour clients’ claims, including a signifi-cant multiple over any recovery theywould have obtained in a parallel classaction settlement. A substantial num-ber of settlements havebeen achievedvia confidentialand direct nego-tiation, without anyformal litigation ordiscovery.

Direct Actions: Representing prominentinstitutions in private securities cases

“Deep in resourcesand experience...”The American Lawyer

Our results speak volumesOur reputation, trial preparation and proven experiencein prosecuting high-stakes securities fraud caseshave led to outstanding results for our clients.

TycoBLB&G promptly recovered over $105 million for prominent mutualfunds, hedge funds and institutional investors in a direct action arisingout of the massive accounting fraud at Tyco International. The cash recovery for our clients represented an 850% premium over the sumavailable through the class action settlement.

Countrywide RMBS Direct ActionBLB&G represented prominent institutional investors, including moneymanagers and insurance companies, in a direct action that was success-fully and confidentially resolved against Countrywide Financial.

Qwest, Marsh & McLennan, QuintusWe have obtained significant premiums for our institutional clients inmany other direct actions. These include matters arising out of well publicized frauds at Qwest Communications, Marsh & McLennanCompanies, Inc. and Quintus Corporation, where many of our clients received 20 to 30 times the available class action recoveries —again, without any formal discovery.


BLB&G has obtained unprecedented victories on behalf of shareholders seeking to improve corporate governanceand protect the shareholder franchise.

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Bernstein Litowitz Berger & Grossmann has long been at the forefront in representing institutional and individual investor clients in shareholder litigationseeking to improve corporate governance practices and enforce the fiduciary

obligations of corporate boards and officers.

When we see disloyalty to shareholders, we act. In courts throughout the country,we prosecute shareholder class and derivative actions when corporate officers anddirectors seek to deprive shareholders of fair value or to allow management to profitat shareholder expense. Such misconduct includes breaches of fiduciary duty in thecontext of corporate M&A transactions, related party deals, board oversight of corpo-rate actions, shareholder voting rights claims, and executive compensation abuses,among other wrongdoing. We often work alongside many of the most prominent activist funds and investors in the world, as our litigations frequently run parallel totheir shareholder activism efforts.

Bad corporate governance practices in public companies are “contagious.” Practicesthat harm shareholders — poison pills, staggered boards or executive compensationabuses, for example — become widespread if left unchecked. Conversely, successfulefforts to force companies to adopt shareholder-friendly practices change industrynorms for the better and yield benefits portfolio-wide.

Together with our clients, we have achieved precedent-setting outcomes contestingunfair deal terms proposed by management, creating billions of dollars in increasedshareholder value. We have repeatedly demonstrated the ability to fully prosecutethese critical cases all the way through trial.

The corporate governance team has been recognized for its excellence by all majorindustry observers (including Legal 500, Chambers, Best Lawyers) and has been thesubject of feature articles (including in The Deal and Lawdragon) profiling it as “atthe top” of the field nationally.

As a result of the firm’s high-profile achievements and widely recognized capabilities, theCorporate Governance and Shareholder Rights practice group regularly representsinstitutional investors who are exercising a more assertive voice with corporateboards regarding governance issues and board accountability to shareholders.

Corporate Governanceand Shareholder Rights


CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

Over the last two decades, BLB&G has prosecuted groundbreaking matters which led to major corporate governance reforms, set new standards of director independence, and increased the power and responsibilityof boards to oversee financial reporting. Most recently, we have confronted a number of questionable, unethical

and proliferating corporate practices (some examples below). We have challenged the improper use of defensive measuresand deal protections for management’s benefit, confronted stock options backdating abuses and other self-dealing byexecutives, and helped restructure board practices in the wake of persistent illegal conduct. BLB&G and its clientshave truly redefined the roles of shareholders and their counsel in the deal and corporate management context.

Giving shareholders a voiceAddressing issues in the boardroom and executive suite, holding individualwrongdoers accountable, combating unfair deals, and protecting the shareholderfranchise by improving corporate governance practices

Amylin, SandRidge,HealthwaysOne of the more coercive provisionsin the corporate playbook, “proxy puts”seek to protect boards of directorsfrom removal — and thus account-ability — by triggering mandatory acceleration and redemption of acompany’s debt if shareholders dareto elect new directors. In these cases,we obtained a series of unprece-dented Delaware Chancery rulingslimiting a board’s ability to utilize thesedevices, finding them potentially “un-enforceable as against public policy.”

QualcommIn wake of Citizens United v. FEC,BLB&G prosecuted first-ever “booksand records” litigation to obtain disclo-sure of corporate political spendingat our client’s portfolio company. Our novel approach helped bring en-hanced disclosure and transparency,as other companies emulate theQualcomm disclosure model.

PfizerWe obtained landmark governancereforms which set a new benchmarkfor highly regulated businesses inour derivative action against phar-maceutical giant Pfizer, Inc. Allegingmultiple fiduciary duty breaches tothe company against its senior man-agement and Board, our settlementincluded a $75 million fund dedicatedto a new Regulatory and ComplianceCommittee of the Board to overseeand monitor Pfizer’s compliance anddrug marketing.

News CorporationFollowing News Corp.’s acquisitionof a company owned by Chairmanand CEO Rupert Murdoch’s daugh-ter, and the phone-hacking scandalwithin its British newspaper division,we recouped an unprecedented$139 million for the company coffers,and enacted major corporate gover-nance and oversight enhancementsin a derivative litigation arising fromshareholder concern with the conductof News Corp.’s management.

“BLB&G has been helpingto open new frontsagainst corporatemalfeasance by goingafter self-dealing inmergers and executive compensation.”

The National Law Journal

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Jefferies Group In connection with Jefferies’ sale toLeucadia National Corporation, BLB&Gdemonstrated numerous conflicts ofinterest in the merger, obtaining a $70million recovery for investors.

Freeport-McMoRanBLB&G obtained a precedent-setting$137.5 million shareholder recoveryalleging that mining giant Freeportoverpaid in acquiring the failing Mc-MoRan in order to save the Board’spersonal investments.

El Paso/Kinder MorganAn historic $110 million recovery for shareholders, in which DelawareChancery Court ruling chastisedGoldman Sachs for egregious M&Aconflicts of interest.

Globe Specialty MetalsChallenge to conflicted deal and flawedprocess yielded $32.5 million and pro-tections for Globe investors in dealmisleadingly billed as “stock-for-stockmerger.”

InterActiveCorpRepresenting CalPERS, we achieveda landmark victory for shareholderrights against IAC/InterActiveCorp andits controlling shareholder and chair-man, Barry Diller. The litigation forcedIAC to withdraw a proposal to intro-duce a new class of non-voting stock.The purpose of the proposal was toentrench “dynastic control” within theDiller family. Given the recent trendby public companies to introduce“low” and “no-vote” share classes,which diminish shareholder rightsand insulate management, this was acritical corporate governance victory.

VAALCO Energy BLB&G improved shareholder votingpower by invalidating improper charterand bylaw provisions purporting toprevent stockholder removal of a director without cause. Approximately150 companies were forced to changetheir corporate bylaws and charters toconform with this influential ruling.

21st Century FoxIn the wake of extensive revelations of harassment, discrimination, and retaliation at Fox News, BLB&G led agroundbreaking derivative suit againstthe 21st Century Fox Board. After overa year of litigation, our efforts resultedin the creation of the Fox News “Work-place Professionalism and InclusionCouncil,” an unprecedented, fully trans-parent and majority-independent bodyof experts with the power to overseeand effect necessary reforms, as wellas recouping $90 million for the com-pany — one of the largest financial recoveries ever in a pure corporateboard oversight dispute. This historicachievement may prove a model formany other affected public companiesand alter the way corporate boardstackle these issues. (The settlementis pending Court approval.)

UnitedHealthBLB&G obtained the clawback of $920million in ill-gotten compensation fromformer UnitedHealth Group executives,as well as far-reaching corporate gov-ernance reforms to curb future abuses.


CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

Shareholder appraisal rights litigation

Appraisals have the potential toachieve a fast, efficient, and less expensive resolution than traditionallitigation. They are an important toolfor investors to protect the value oftheir investments in the context ofmergers and takeovers. Some institu-tional investors also pursue appraisalsas an alternative investment strategy.

More generally, the academic liter-ature demonstrates that a robust appraisal market increases efficiencyand overall fairness in public companyM&A, limits expropriation of valuefrom all minority shareholders and isbeneficial for our capital markets.

Determining fair value and protecting the shareholder franchise in the M&A context

We have long made it our mission to find value where others do not, and our appraisal practice is a prime example of this. The firm has worked with its clients to maximize the value of their shares in the transactional con-text and is the nation’s leader in assisting institutional investors in exercising shareholder appraisal rights.

Shareholders dissatisfied with the consideration that has been offered in merger transactions can dissent and seek ajudicial determination of the “fair value” of their shares as of the date of the closing of the merger. The core policybehind appraisal is to provide “dissenters’ rights” to shareholders who do not want to give up their personal property— publicly traded shares — just because a majority of the company’s shareholders vote to accept the proposed mergerconsideration. Appraisals focus on the determination of fair value and do not typically require accusations of misconductor fraud by corporate executives or directors.

As reported in The Wall Street Journal, BLBG had the privilege of repre-senting a group of investors who exercised their appraisal rights in connection with an acquisition offer for supermarket chain Safeway, Inc.Under the terms of the merger, Albertsons would pay Safeway share-holders $34.92 per share. However, before the closing of the merger, thevalue of Safeway increased significantly due to a decrease in the priceof oil and related logistics costs. Within months after the closing of themerger, we were able to settle the appraisal for our clients and obtain a26% premium over the deal price.

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Preserving key shareholder rights and investor protections requires advocacy beyond the cases we prosecute.Shareholder rights remain under vigorous assault, as public companies and the business lobby continue toseek to evade accountability and limit investor access to the courts.

BLB&G has long worked to give voice to the institutional investor community. From drafting amicus curiae briefs to petitioning policy makers, we have coordinated the advocacy efforts of dozens of institutional investors representingover $4 trillion in assets. As sustained vigilance remains necessary, we are proud to continue this work. Some recentexamples are below, and demonstrate the importance of our efforts to the preservation of the shareholder franchise.

Advocating for shareholder rights

Preserving the ability to file claimsIn the largest investor amicus initiative in history, our brief on behalf of 75prominent institutional investors (over $4 trillion in AUM) in CalPERS v. ANZSecurities detailed the severe adverse consequences of eliminating the classaction “tolling” doctrine. In a narrow 5-4 ruling, a sharply divided US SupremeCourt overturned decades of established law and policy, requiring investorsto exercise heightened vigilance to protect their rights.

Protecting appraisal rights for stockholdersAgainst a direct challenge to decades of settled corporate law on shareholders’right to seek a “fair value” assessment of their shares in a deal, we represented21 of the most accomplished US economics, finance and corporate law experts in their amicus brief to the Delaware Supreme Court. The Court’s DFCGlobal ruling confirmed the need for this valuable market check.

Defending against misrepresentations as “opinions”The US Supreme Court in Omnicare reaffirmed the importance of investors’rights by clarifying federal securities law liability standards for damages incurred by investors from corporate prospectuses containing false or mis-leading statements disguised as “opinion.” We believe our amicus brief, rep-resenting over $2 trillion in AUM, was an important factor in the Court’sdecision.

Fighting back against unilateral bylaw changes“Fee-shifting” provisions added to corporate bylaws by directors without stock-holder approval require shareholders to pay a corporation’s legal fees unlessthey win all claims at trial. This egregious tactic was ruled valid under Delawarelaw, setting off a wave of bylaw revisions. Working with institutions managingnearly $2 trillion in assets, our petition to the state legislature and other policymakers helped bring about an amendment to Delaware’s General CorporationLaw prohibiting this practice.

BLB&G’s work hascaused a positive “shiftin the public image inthe reputation of thesecurities class-actionbar.”

The New York Times

Through our financial strength,commitment and skill, we meetthe challenges of even the most complex and demanding litigation until we achieve whatwe and our clients consider to be the optimal outcome.


“Battle proven.”The Wall Street Journal

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Thanks to the firm’s past achievements we have the reputation and the resources to prosecute cases vigorously — up to and including trial — aprocess that can take years and requires significant investment.

We leverage the advantages of our contingency representationWe align our interests with those of our clients. Believing that compensation in thebusiness world should be measured by success, we handle all of our cases on a contingency fee basis so that we receive payment only when we recover for ourclients. We absorb the financial risk. We are committed to only one thing: getting thebest results for our clients.

Trial readiness: We prepare our cases to go to trial, and our adversaries know it Because we prepare every case to go to trial, our track record speaks for itself. In thelate 1980s, we established the high-water mark of damage recovery at $750 millionin the Washington Public Power Supply System Litigation after three months of trial.In WorldCom, we achieved a staggering $6.15 billion for investors after four weeksof trial. In the Baptist Foundation of Arizona case, we recovered $217 million fromArthur Andersen during the trial. After four weeks of trial and three days of deliberationin the Clarent shareholder litigation, a San Francisco jury found liability against Clarent’sCEO. In the Airgas shareholder litigation, a seminal case regarding the allocation ofpower between a board of directors and shareholders, we prosecuted a landmarktrial challenging the Airgas Board’s use of a poison pill which set a roadmap for futuresuch challenges.

We advise our clients of potential claims — at no costIn evaluating cases, we provide our clients with a thorough analysis of all aspects oftheir potential claim — for no fee. We carefully consider the practical potential for recovery, and create a comprehensive assessment of all available legal options andtheir attendant risks and advantages. This way, our clients can make an informed decision before commencing litigation.

How We Work

17


ABOUT THE FIRM

Our attorneys: the best in the businessMany of the firm’s partners and senior leadership are recognized by industry observers as thebest in their field and among the top civil litigators in the nation. Some of the individual accoladesthey’ve received include:

Benchmark Litigation“Litigation Stars” Max Berger, Salvatore Graziano, MarkLebovitch, Hannah Ross, Gerald Silk andJonathan Uslaner

National “Plaintiff Attorney of the Year”Mark Lebovitch

“Top 10 National Securities Practitioners”Mark Lebovitch

“Top 100 Trial Lawyers in America”Salvatore Graziano

“Top 250 Women in Litigation in America” Hannah Ross

“Under 40 Hot List"Michael Blatchley, Katherine Sinderson,Jonathan Uslaner and Adam Wierzbowski

Lawdragon

The “500 Leading Lawyers in America” Max Berger, John Browne, Salvatore Graziano,Mark Lebovitch, Hannah Ross, Gerald Silkand Jeroen van Kwawegen

“Lawdragon Legend” Max Berger and Gerald Silk (selected to the“500” list for 10 consecutive years)

Chambers and Partners’Guide to America’s LeadingLawyers for Business

“Star Individual”Max Berger

“Outstanding Contribution to the Legal Profession”Max Berger

Notable Practitioners – SecuritiesSalvatore Graziano and Gerald Silk

Notable Practitioners – M&A LitigationMark Lebovitch

The National Law Journal

“100 Most Influential Lawyers in America”Max Berger

Litigation Trailblazers and PioneersMax Berger, John Browne, Sal Graziano, MarkLebovitch, Hannah Ross, Gerald Silk andJeroen van Kwawegen

Euromoney“Women in Business Law Awards – US” Hannah Ross–Best in Litigation, one of eightNational Finalists

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Law360“Titans of the Plaintiffs Bar”Max Berger, Mark Lebovitch and HannahRoss

“Rising Stars” in Securities LitigationAvi Josefson, Mark Lebovitch, John Rizio-Hamilton, Katherine Sinderson andJonathan Uslaner

“National Legal MVPs”Salvatore Graziano and John Browne

U.S. News – Best Lawyers®

“Leading Lawyers” in their Fields Max Berger, Salvatore Graziano and MarkLebovitch

NYC “Lawyer of the Year”Max Berger and Mark Lebovitch

The American LawyerNational Litigator of the WeekMax Berger and Mark Lebovitch

California’s “Top 40 Under 40” AttorneysJonathan Uslaner

Legal 500“Hall of Fame”Max Berger

“Leading Lawyers”Max Berger (Securities Litigation) and MarkLebovitch (M&A Litigation)

Recognized for Their AccomplishmentsJohn Browne, Timothy DeLange, Avi Josefson,Salvatore Graziano, John Rizio-Hamilton, Hannah Ross, Gerald Silk, Jeroen van Kwawegen and David Wales

Super LawyersNew York “Super Lawyers”Max Berger, John Browne, Richard Gluck, Salvatore Graziano, James Harrod, MarkLebovitch, John Rizio-Hamilton, Jeremy Robinson, Hannah Ross, Gerald Silk, Katherine Sinderson, Jeroen van Kwawegen,David Wales, and Adam Wierzbowski

“Super Lawyers – Rising Stars”Abe Alexander, Michael Blatchley, RebeccaBoon, Scott Foglietta, Jesse Jensen, Christopher Orrico, Ed ward Timlin andJonathan Uslaner

“Some of the best triallawyers I’ve ever seen.”United States District Court, Northern District of California


ABOUT THE FIRM

We provide, at no cost, critical analytic services to our clients to help protect their portfolios and determinewhen litigation is (or is not) appropriate in connection with wrongdoing in the marketplace. Further, we offeran array of investor education programs to our clients to help raise awareness of issues important to the

institutional investor community. Our programs focus on, among other topics, achieving positive changes in financialreporting, securities disclosure and due diligence practices, and developing sound corporate governance principles.

Client services and investor education

www.blbgmonitor.com

The trusted portfolio monitoring andsecurities litigation counsel for manypublic pension funds and other insti-tutional investors worldwide, BLB&Gpioneered the development of Port-folioWatch — a comprehensive suiteof asset protection services designedto help institutional investors fulfilltheir fiduciary obligations and recoverassets due to fraud. PortfolioWatchincludes a secure online platform for24/7/365 monitoring of client portfo-lios and a comprehensive real-timedatabase of media reporting, analy-sis, research, opinion and scholarlyarticles as well as new filings, courtdocuments and all relevant litigationinformation. Coupled with peerlessanalysis by our team of attorneys, in-vestigators and forensic accountants,PortfolioWatch provides clients withall the facts regarding a potentialclaim, allowing them to make an in-formed decision on when to pursuelitigation, and — equally important —when not to.

International in scope

BLB&G is highly experienced in mon-itoring and evaluating internationalsecurities matters, and has significant

experience recovering damages forour clients in jurisdictions outside ofthe United States. PortfolioWatch care-fully scrutinizes misconduct world-wide that may have impacted clients’investment portfolios, regardless ofwhether the misconduct, corporateissuer, securities transaction, or legalproceeding occurred or is located inthe United States or abroad. A dedi-cated practice group monitors poten-tial, pending and settled actions withclass or collective remedies in all for-eign jurisdictions, ensuring that ourclients have the most comprehen-sive coverage available for both do-mestic and international securitieslitigation matters.

Our Speakers Series is a convenient,no-cost educational platform hostingcandid online conversations with academics, policy makers, commen-tators and other experts about the financial markets and issues of im-portance to the institutional investorcommunity. The program is designedto keep fiduciaries and executives atpublic pension funds and other insti-tutional investors informed about thelatest legal developments that maypotentially impact their funds’ invest-ments and internal procedures, as

“BLB&G applies specialized expertiseand resources to devastating effect.”

Chambers Guide to America’s LeadingLawyers for Business

“The quality of the representation has been superb and is unsurpassed in thiscourt’s experience…”United States District Court, SouthernDistrict of New York

blbglaw.com21

well as topics that affect shareholderrights, corporate governance, securi-ties fraud, litigation and asset recovery.

Subscribe and see past programs atwww.blbglaw.com/realtime.

The Advocate for Institutional InvestorsBLB&G also publishes the acclaimedmagazine, The Advocate for Institu-tional Investors, which contains report-ing and analysis of current securitiesand corporate law issues, including up-dates on recent court decisions andlegislation directly affecting institutionalinvestors worldwide. The Advocate fea-tures articles by the management andgeneral counsel of some of the largestpublic pension funds in the country, aswell as some of the nation’s premiersecurities litigators.

Corporate Governanceand Securities LitigationAlertIn addition, BLB&G uses its CorporateGovernance & Securities LitigationAlert, an email bulletin, to send insti-tutional investor subscribers timelyupdates on important judicial, regula-tory, corporate governance and secu-rities news and developments.

To subscribe to the Alert, please visitwww.blbglaw.com/contact.


ABOUT THE FIRM

Success comes not only from practicing law, but also by giving back to the community and furthering the valuesthat underpin our practice. BLB&G recognizes the importance of this. Through the individual efforts of our attorneys — and as a firm — we support a variety of philanthropic, educational and volunteer activities. Some

examples are below.

Giving back — sharing success

Public Interest Law Fellowships at ColumbiaLaw SchoolTo encourage the development of litigators committed to fighting dis-crimination and effecting positive so-cial change through the practice oflaw, we have created the BernsteinLitowitz Berger & Grossmann PublicInterest Law Fellowship at ColumbiaLaw School. It funds the payment oflaw school tuition loans for Fellowsfor as long as they practice public in-terest law. The Fellowship is alignedwith the Dale and Max Berger PublicInterest Law Fellowship, also at Co-lumbia Law School.

Paul M. Bernstein Memorial ScholarshipFundIn memory of founding partner PaulM. Bernstein, the firm and his familyand friends have established thePaul M. Bernstein Memorial Scholar-ship Fund, awarded annually to oneor more second year students at Columbia Law School who havedemonstrated academic excellence,professional responsibility, financialneed and contributions to fellow stu-dents and the community.

City Year New YorkBLB&G is an active supporter of CityYear New York, a division of Ameri-Corps. The program was founded in1988 as a means of encouragingyoung people to devote time to pub-lic service and unites a diverse groupof volunteers for a year of full-timecommunity service, leadership devel-opment and civic engagement.

Her JusticeThe firm, as well as individual part-ners, are sponsors of Her Justice, aNew York City nonprofit organizationthat provides free legal services tolow-income, “at-risk” women in theareas of family, matrimonial and immi-gration law.

Max W. Berger Pre-LawProgram at Baruch CollegeIn order to encourage outstanding mi-nority undergraduates to pursue ameaningful career in the legal profes-sion, the Max W. Berger Pre-Law Program was established at BaruchCollege, part of the City University ofNew York. Providing workshops, sem-inars, counseling and mentoring toBaruch students, the program facili-tates and guides them through thelaw school research and applicationprocess, as well as placing them in appropriate internships and otherpre-law working environments.

“BLB&G was the first lawfirm to support City YearNew York, and theircommitment over theyears is a model to others in the industry.”

City Year New York

BLB&G Service Day with City Year New York

“Impressive feats oflawyering…ever on the

cutting edge.”The National Law Journal

NEW YORK

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800-380-8496 | [email protected]

www.blbglaw.com© 2019 Bernstein Litiowitz Berger & Grossmann LLP

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