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Representing public companies and their officers and directors in shareholder fraud-on-the market class actions and shareholder derivative actions, including:
Education Alternatives, Inc. and its officers and directors in an action arising from the accounting treatment applied to the company's revenues
Digi International Inc. and several former corporate officers in an action arising from the company's restatement of its financial results
The former Chairman and CEO of Green Tree Financial Corporation in a shareholder derivative action alleging excessive compensation
Representing securities underwriters and mutual fund companies in cases arising from municipal bonds offerings, including:
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Piper Jaffray Inc. against claims arising from defaults on revenue bonds issued to construct senior housing facilities
Dain Bosworth Incorporated against claims asserted by the credit enhancer for the bonds issued to refinance the debt on the International Market Square project
Franklin High Yield Tax-Free Income Fund in asserting claims arising from its purchases of revenue bonds issued to finance multi-family rental housing
Representing public companies and their directors in corporate governance disputes relating to the control of public companies, including:
HEI, Inc. and its directors in hostile takeover litigation with an Alabama investor
VirtualFund.com, Inc. and its directors against claims arising from the removal of the company's chairman and chief executive officer
Representing broker-dealers and registered representatives in numerous securities arbitrations before the National Association of Securities Dealers involving claims of unsuitability, churning, unauthorized trading, inadequate supervision and alleged violations of state and federal securities laws. Institutional clients in this area have included:
Ameriprise Financial Services
FSC Securities
Merrill Lynch
Piper Jaffray
SunAmerica Securities
Woodbury Financial Services
Other national and regional broker-dealers
Representing public companies, investment advisory firms, broker-dealers and registered representatives in connection with formal and informal investigations conducted by the United States Securities and Exchange Commission, the National Association of Securities Dealers, the Minnesota State Department of Commerce and other state securities regulators. Such investigations have included issues relating to insider trading, sales of mutual fund Class B shares, mutual fund market timing, sales of variable annuity products, allocations of initial public offering shares, and the portability of investment performance records.
Representing the Securities Industry Association as amicus curiae in cases before the Minnesota Supreme Court, the United States Court of Appeals for the Eighth Circuit and the United States Supreme Court concerning the federal preemption of state law claims relating to payment for order flow practices, the availability of punitive damages in securities arbitrations and the scope of Section 12(2) of the Securities Act of 1933.
Representing parties in closely held company disputes arising under the Minnesota Business Corporation Act, including cases relating to the treatment and valuation of the shares of minority shareholders and dissenting shareholder appraisal actions.
Clerkships
U.S. District Court, District of Minnesota, Hon. Diana E. Murphy, 1986-1988
Presentations
The Attorney-Client Privilege: Judicial Treatment of In-House Counsel and Related Topics
Hennepin County Bar Association, CLE Seminar (2001)
Challenges to Expert Testimony in Business Litigation After Daubert and Kumho Tire
Minnesota Institute of Legal Education, CLE Seminar (2000)
The Effects of the Private Securities Litigation Reform Act of 1995
Minnesota State Bar Association, CLE Seminar (1998)
Publications
Securities Sellers Score a Victory Over 'Soreheads'
CityBusiness (1995)
Trade Organizations
National Association of Securities Dealers, Arbitrator
Civic Associations
Bethlehem Lutheran Church, Governance Task Force, Capital Campaign Co-Chair
Theatre de la Jeune Lune, Board of Directors (1996-2002)
Williams College Class of 1982, Associate Agent
Yale Law School Class of 1986, Reunion Gift Committee
Pro Bono
Federal Magistrate Merit Selection Panel (1989)
Volunteer Lawyers Network
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