UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

THURMAN ROSS, by and on behalf of himself and 

all others similarly situated, 

 

 Plaintiff, 

 vs. 

CAREER EDUCATION CORPORATION, GARY 

E. McCULLOUGH, and MICHAEL J. GRAHAM, 

 Defendants. 

Civil Action No. 12 C 276 

Hon. John W. Darrah 

LEAD PLAINTIFFS’UNOPPOSED MOTION TO FILE MEMORANDUM OF POINTS 

AND AUTHORITIES IN SUPPORT OF UNOPPOSED MOTION FOR PRELIMINARY 

APPROVAL OF CLASS ACTION SETTLEMENT IN EXCESS OF 15 PAGES

Jay W. Eisenhofer Joseph F. Rice 

Geoffrey C. Jarvis James M. Hughes 

Jeff A. Almeida David P. Abel 

Christine M. Mackintosh Meghan S. B. Oliver 

GRANT & EISENHOFER P.A. MOTLEY RICE LLC 

123 Justison Street 28 Bridgeside Blvd. 

Wilmington, DE 19801 Mt. Pleasant, SC 29464 

Telephone: (302) 622-7000 Telephone: (843) 216-9000

Facsimile: (302) 622-7100 Facsimile: (843) 216-9450

Co-Lead Counsel for Lead Plaintiffs Co-Lead Counsel for Lead Plaintiffs 

and Counsel for Thurman Ross

Paul E. Slater (ARDC 2630567) James E. Barz (ARDC 6255605) 

SPERLING & SLATER, P.C. ROBBINS GELLER RUDMAN

55 West Monroe Street & DOWD LLP

Suite 3200 200 South Wacker Drive, 31st Floor 

Chicago, IL 60603 Chicago, IL 60606 

Telephone: (312) 641-3200 Telephone: (312) 674-4673 

Facsimile: (312) 641-6492 Facsimile: (312) 674-4676

Liaison Counsel for Lead Plaintiffs Additional Counsel for Plaintiffs 

and Counsel for Thurman Ross 

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 Lead Plaintiffs KBC Asset Management NV, the Oklahoma Police Pension & Retirement 

System, and the Oklahoma Law Enforcement Retirement System hereby move the Court for 

leave to file their Lead Plaintiffs’ Unopposed Motion to File Memorandum of Points and 

Authorities in Support of Unopposed Motion for Preliminary Approval of Class Action 

Settlement in Excess of 15 Pages (the “Memorandum”). The Memorandum exceeds the 15-page 

limit imposed by Local Rule 7.1. The Memorandum is 18 pages long. 

 The Memorandum necessarily addresses the history of the litigation; the standards for 

approving class action settlements; the numerous requirements for the certification of a 

settlement class under Federal Rule of Civil Procedure 23; the contents and methodology of the 

proposed notice plan; and the timing of future settlement-related events. 

 Defendants will not be filing briefing in response to the Memorandum. Therefore, the 

Memorandum and Exhibits constitute the entire briefing record for purposes of preliminary 

approval of the settlement, and the Court will not be presented with additional pages of material 

for analysis. A copy of the proposed Memorandum, along with its Exhibits, is attached to this 

Motion as Exhibit A. 

 Counsel for Defendants do not oppose the relief sought in this Motion. 

Dated: October 25, 2013 Respectfully submitted, 

Jay W. Eisenhofer Joseph F. Rice 

Geoffrey C. Jarvis James M. Hughes 

Jeff A. Almeida David P. Abel 

Christine M. Mackintosh Meghan S. B. Oliver 

GRANT & EISENHOFER P.A. MOTLEY RICE LLC 

123 Justison Street 28 Bridgeside Blvd. 

Wilmington, DE 19801 Mt. Pleasant, SC 29464 

Telephone: (302) 622-7000 Telephone: (843) 216-9000

Facsimile: (302) 622-7100 Facsimile: (843) 216-9450

Co-Lead Counsel for Lead Plaintiffs Co-Lead Counsel for Lead Plaintiffs 

and Counsel for Thurman Ross

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/s/ Paul E. Slater

Paul E. Slater (ARDC 2630567) James E. Barz (ARDC 6255605) 

SPERLING & SLATER, P.C. ROBBINS GELLER RUDMAN

55 West Monroe Street & DOWD LLP

Suite 3200 200 South Wacker Drive, 31st Floor 

Chicago, IL 60603 Chicago, IL 60606 

Telephone: (312) 641-3200 Telephone: (312) 674-4673 

Facsimile: (312) 641-6492 Facsimile: (312) 674-4676 

Liaison Counsel for Lead Plaintiffs Additional Counsel for Plaintiffs 

and Counsel for Thurman Ross 

 

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CERTIFICATE OF SERVICE

 I, Scott F. Hessell, hereby certify that on October 25, 2013, I caused a true and correct 

copy of Lead Plaintiffs’ Unopposed Motion to File Memorandum of Points and Authorities in 

Support of Unopposed Motion for Preliminary Approval of Class Action Settlement in Excess of 

15 Pages to be filed and served via the Court’s Electronic Case Filing (ECF) system, with 

electronic notice sent to all registered users of the ECF system. 

 s/ Scott F. Hessell

 Scott F. Hessell 

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APPENDIX A

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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

THURMAN ROSS, by and on behalf of himself and 

all others similarly situated, 

 

 Plaintiff, 

 vs. 

CAREER EDUCATION CORPORATION, GARY 

E. McCULLOUGH, and MICHAEL J. GRAHAM, 

 Defendants. 

Civil Action No. 12 C 276 

Hon. John W. Darrah 

LEAD PLAINTIFFS’ MEMORANDUM OF POINTS 

AND AUTHORITIES IN SUPPORT OF UNOPPOSED MOTION 

FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT 

Jay W. Eisenhofer Joseph F. Rice 

Geoffrey C. Jarvis James M. Hughes 

Jeff A. Almeida David P. Abel 

Christine M. Mackintosh Meghan S. B. Oliver 

GRANT & EISENHOFER P.A. MOTLEY RICE LLC 

123 Justison Street 28 Bridgeside Blvd. 

Wilmington, DE 19801 Mt. Pleasant, SC 29464 

Telephone: (302) 622-7000 Telephone: (843) 216-9000

Facsimile: (302) 622-7100 Facsimile: (843) 216-9450

Co-Lead Counsel for Lead Plaintiffs Co-Lead Counsel for Lead Plaintiffs 

and Counsel for Thurman Ross

Paul E. Slater (ARDC 2630567) James E. Barz (ARDC 6255605) 

SPERLING & SLATER, P.C. ROBBINS GELLER RUDMAN

55 West Monroe Street & DOWD LLP

Suite 3200 200 South Wacker Drive, 31st Floor 

Chicago, IL 60603 Chicago, IL 60606 

Telephone: (312) 641-3200 Telephone: (312) 674-4673 

Facsimile: (312) 641-6492 Facsimile: (312) 674-4676

Liaison Counsel for Lead Plaintiffs Additional Counsel for Plaintiffs 

and Counsel for Thurman Ross 

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i 

TABLE OF CONTENTS

INTRODUCTION ...........................................................................................................................1

BACKGROUND .............................................................................................................................3

A. Lead Plaintiffs’ Factual Allegations ....................................................................................3

B. Procedural Posture, Mediation, And Settlement ..................................................................4

C. The Notices And Plan Of Allocation Of The Net Settlement Fund ....................................6

ARGUMENT ...................................................................................................................................7

A. The Settlement Should Be Preliminarily Approved ............................................................7

B. Preliminary Certification Of A Settlement Class Under Rule 23 Of The Federal 

Rules Of Civil Procedure Is Appropriate .............................................................................9

1. The Settlement Class is Sufficiently Numerous ....................................................10

2. The Settlement Class Shares Common Issues of Law and Fact ............................10

3. The Claims of the Class Representatives Are Typical...........................................11

4. Lead Plaintiffs and Their Counsel Are Adequate ..................................................12

5. Common Issues of Law and Fact Predominate......................................................12

C. The Court Should Preliminarily Approve The Settlement And The Notices And 

Should Schedule A Final Approval Hearing .....................................................................13

1. The Settlement Satisfies the Criteria for Preliminary Approval ............................13

2. The Proposed Notices Satisfy Due Process ...........................................................15

CONCLUSION ..............................................................................................................................17

 

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ii 

TABLE OF AUTHORITIES

CASES

Abrams v. Van Kampen Funds, Inc., 

No. 01-C-7538, 2006 WL 163023 (N.D. Ill Jan. 18, 2006) .................................................. 8, 11 

Amchem Products v. Windsor, 

51 U.S. 591 (1997) .......................................................................................................... 9, 10, 13 

Armstrong v. Board of School Directors of Milwaukee, 

616 F.2d 305 (7th Cir. 1980) ...................................................................................................... 8 

Bennett v. Behring Corp., 

96 F.R.D. 343 (S.D. Fla. 1982) ................................................................................................. 14 

Berger v. Xerox Corp. Retirement Income Guarantee Plan, 

No. 00-584-DRH, 2004 WL 287902 (S.D. Ill. Jan. 22, 2004) .................................................... 7 

Gautreauz v. Pierce, 

690 F.2d 6163 (7th Cir. 1982) .................................................................................................... 7 

Henry v. Sears Roebuck & Co., 

No. 98-CV-4110, 1999 WL 33496080 (N.D. Ill. Jul. 23, 1999) .............................................. 14 

In re Hartmarx Securities Litigation, 

No 01 C 7832, 2002 WL 31103491 (N.D. Ill. Sept. 19, 2002) ................................................. 10 

In re NeoPharm, Inc. Securities Litigation, 

225 F.R.D. 563 (N.D. Ill. 2004) ................................................................................................ 10 

In re Southern Ohio Correctional Facility, 

173 F.R.D. 205 (S.D. Ohio 1997) ............................................................................................. 14 

In re System Software Associates, Inc. Securities Litigation, 

No. 97 C 177, 2000 WL 1810085 (N.D. Ill. Dec. 8, 2000) .......................................... 10, 12, 13 

Isby v. Bayh, 

75 F.3d 1191 (7th Cir. 1996) .......................................................................................... 7, 13, 14 

King v. Kansas City Southern Industries, Inc., 

519 F.2d 20 (7th Cir. 1975) ...................................................................................................... 10 

McKinnie v. JP Morgan Chase Bank, N.A., 

No. 07-CV-774, 2009 WL 4782736 (E.D. Wis. Apr. 8, 2009) ................................................ 14 

Mullane v. Central Hanover Bank & Trust Co., 

339 U.S. 306 (1950) .................................................................................................................. 16 

Pesek v. Donahue, 

No. 04 C 4525, 2006 WL 1049969 (N.D. Ill. Feb. 9, 2006) ..................................................... 13 

Phillips Petroleum Co. v. Shutts, 

472 U.S. 797 (1985) .................................................................................................................. 13 

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iii 

Pierce v. Atchison, Topeka & Santa Fe Railway Co., 

65 F.3d 562 (7th Cir. 1995) ...................................................................................................... 13 

Rosario v. Livaditis, 

963 F.2d 1013 (7th Cir. 1992) .................................................................................................. 11 

Ross v. Career Education Corp., 

12-cv-276, 2012 WL 5363431 (N.D. Ill. Oct. 30, 2012) ............................................................ 8 

Silverman v. Motorola, Inc., 

259 F.R.D. 163 (N.D. Ill. 2009) ................................................................................................ 12 

Tatz v. Nanophase Technologies Corp., 

No. 01-8440, 2003 WL 21372471 (N.D. Ill. Jun. 13, 2003) .............................................. 10, 12 

Turner v. Murphy Oil USA, Inc., 

472 F. Supp. 2d 830 (E.D. La. 2007) ........................................................................................ 14 

Will v. General Dynamics Corp., 

06-cv-698, 2010 U.S. Dist. LEXIS 95630 (S.D. Ill. Aug. 9, 2010) .......................................... 17 

STATUTES

15 U.S.C. § 78u-4(a)(7) ................................................................................................................ 15 

15 U.S.C. § 78u-4(a)(7)(A) ........................................................................................................... 16 

15 U.S.C. § 78u-4(a)(7)(B) ........................................................................................................... 16 

15 U.S.C. § 78u-4(a)(7)(C) ........................................................................................................... 16 

15 U.S.C. § 78u-4(a)(7)(D) ........................................................................................................... 16 

15 U.S.C. § 78u-4(a)(7)(E) ........................................................................................................... 16 

RULES

Fed. R. Civ. P. 23(a)(1) ................................................................................................................. 10 

Fed. R. Civ. P. 23(c)(2)(B) ........................................................................................................... 15 

Fed. R. Civ. P. 23(c)(2)(B)(i) ........................................................................................................ 16 

Fed. R. Civ. P. 23(c)(2)(B)(ii)....................................................................................................... 16 

Fed. R. Civ. P. 23(c)(2)(B)(iii) ..................................................................................................... 16 

Fed. R. Civ. P. 23(c)(2)(B)(iv) ...................................................................................................... 16 

Fed. R. Civ. P. 23(c)(2)(B)(v) ....................................................................................................... 16 

Fed. R. Civ. P. 23(c)(2)(B)(vi) ...................................................................................................... 16 

Fed. R. Civ. P. 23(c)(2)(B)(vii)..................................................................................................... 16 

TREATISES

Manual for Complex Litigation (Fourth) § 21.632 (2004) ............................................................. 9 

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1 

INTRODUCTION 

Co-Lead Plaintiffs KBC Asset Management NV, the Oklahoma Police Pension & 

Retirement System, and the Oklahoma Law Enforcement Retirement System (collectively, “Lead 

Plaintiffs”), on behalf of themselves and all other purchasers of common stock of Career 

Education Corporation (“CEC”) between and including February 19, 2009, and November 21, 

2011 (the “Settlement Class Period”), respectfully submit this Memorandum of Points and 

Authorities in Support of Lead Plaintiffs’ Unopposed Motion for preliminary approval of a 

proposed settlement of this Class Action, the terms of which are set forth in the Stipulation of 

Settlement dated October 25, 2011 (“Stipulation”)1

 filed contemporaneously herewith as 

Exhibit 1. The $27.5 million cash settlement, if approved, would resolve the putative class’s 

claims against all Defendants in this action. 

The Settlement was reached after an intensive coordinated investigation and litigation by 

teams of attorneys from each of the two Lead Counsel firms and their expert consultants and was 

the product of good faith, arms’-length negotiations among experienced securities law 

practitioners representing the parties. Additionally, because the parties did not agree on the 

terms of a settlement until after Judge Kennelly’s decision on Defendants’ motion to dismiss 

Lead Plaintiffs’ claims, the settling parties are fully conversant with the strengths and 

weaknesses of this case, and have thoroughly evaluated the risks of continued litigation and the 

fairness of Settlement at this time. The Settlement, as set forth in the Stipulation, provides an 

excellent result for the putative class, given the factual and legal obstacles to prevailing at trial 

and on any appeal, and taking into account CEC’s current financial condition, whose ability to 

 

1

 All capitalized terms that are not defined herein have the same meanings as set forth in the Stipulation 

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2 

withstand a greater settlement or adverse verdict is questionable in light of its recent financial 

performance and available insurance coverages. 

For these reasons and those that follow, the Court should enter an order (1) granting 

preliminary approval of the proposed Settlement; (2) preliminarily certifying the proposed 

Settlement Class for purposes of Settlement; (3) approving the parties’ proposed form and 

method of giving notice of the pendency of this litigation and the Settlement to the Class; 

(4) directing that notice be given to the putative Settlement Class members as approved by the 

Court; and (5) setting a schedule for the settlement approval process as set forth in the 

accompanying proposed order, including the scheduling of a hearing at which the Court will 

consider (a) the parties’ request for final approval of the Settlement and entry of the [Proposed] 

Final Judgment and Order of Dismissal with Prejudice, and (b) Lead Plaintiffs’ counsels’ 

application for an award of attorneys’ fees and reimbursement of expenses. Lead Plaintiffs 

propose the following schedule: 

• Mailing of individual Postcard Notices to all Settlement Class members 

who can be identified through reasonable effort, and directing them to the 

Claim Administrator’s website for the Settlement Notice, Claim Form, and 

other documents, within fourteen (14) calendar days after entry of the 

Preliminary Approval Order (the “Notice Date”).

• Publication of Summary Notice once over the PR Newswire and on two 

different dates in the publications set forth in the proposed order within 

fourteen (14) calendar days after the Notice Date.

• Deadline for submission of requests for exclusion from the Settlement 

Class or objections to the Settlement, Plan of Allocation, or the application 

for fees and expenses: received, not simply postmarked, ninety (90) 

calendar days after the Notice Date.

• Settlement Hearing: at the Court’s convenience, but no fewer than onehundred ten (110) calendar days after the Notice Date. 

• Deadline for filing motions for Final Approval of Class Action Settlement 

and for Attorneys’ Fees and Reimbursement of Expenses: seven (7) 

calendar days before the Settlement Hearing.

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• Postmark deadline for submission of Proofs of Claim: one hundred 

twenty (120) calendar days after the Notice Date. 

BACKGROUND 

A. Lead Plaintiffs’ Factual Allegations 

CEC is one of the largest for-profit educational companies in the United States. ¶ 43.2

 

Because the majority of CEC students depend on federal student loans provided under Title IV 

of the Higher Education Act of 1965, 20 U.S.C. §§ 1001, 1094(a)(21), and 1099(j), Title IV 

funds constitute the lion’s share of CEC’s revenue. ¶ 45. Only schools that are accredited by an 

accrediting organization approved by the Department of Education can access Title IV funds, 

and thus, accreditations were (and remain) key to CEC’s success. ¶ 44. To maintain their 

accreditations, CEC’s schools are required to place a certain percentage of their students – 

typically 65% or 70% – in jobs related to their fields of study after they graduate. ¶¶ 6, 48. 

Thus, CEC’s publicly-reported placement rates after graduation are very important to 

accreditors, students, and investors. ¶¶ 53, 147, 195-212. 

Since at least 2003, CEC has faced scrutiny based on concerns that it inflates its publiclyreported placement rates. ¶¶ 56-75. This scrutiny ultimately led John M. Larson, CEC’s founder 

and Chief Executive Officer, to resign in 2006. ¶ 76. CEC’s Board hired Defendant Gary 

McCullough as his replacement for the express purpose of “cleaning house” at CEC. ¶¶ 79-80. 

Thereafter, CEC publicly portrayed itself as a picture of reform, claiming that its legal and 

regulatory issues were behind it, and citing “[m]ajor transformation work,” a “very, very strong” 

quality of compliance, and robust internal controls to promptly identify and correct any 

backsliding. ¶¶ 82-83, 180-92. 

 

2

 All citations of the form “¶ __” refer to the Consolidated Class Action Complaint, ECF No. 33, unless

otherwise noted. 

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Despite these assurances, CEC continued to inflate its job placement rates under 

Defendant McCullough. ¶¶ 97-121. Between February 19, 2009, and November 21, 2011 (the 

“Class Period”), Defendants reported high placement rates and attributed these rates to a strong 

and steady demand for CEC. ¶¶ 140-59. However, on May 17, 2011, CEC received a subpoena 

from the New York Attorney General (“NYAG”) seeking information about CEC’s placement 

rate reporting. ¶ 122. On August 3, 2011, CEC announced that certain of its Health Education 

schools had engaged in “improper practices” in calculating its placement rates for the 2010-2011 

academic year. ¶ 126. This revelation caused CEC’s stock to drop 15%, falling from $21.87 per 

share to $18.51 per share. Id. 

CEC’s Board hired Dewey & LeBoeuf LLP (“Dewey”) to investigate the Company’s 

placement rate reporting practices, but constrained the Dewey investigation to two of CEC’s 

reporting categories – its Health Education schools and its Art & Design schools – over a oneyear period. ¶ 127-29; MTD at 8, 13 (ECF No. 37). On November 1, 2011, CEC announced that 

Dewey had “confirmed the existence of improper placement determination practices” at the 

Health Education segment schools, that Dewey had also identified problems in the placement 

rate reporting in the Art & Design segment schools, and that only 13 of the 49 schools in the 

Health Education and Art & Design segments – all of which had consistently reported placement 

rates exceeding 74% throughout the Class period – actually met their accreditors’ 65% minimum 

placement rate standard. ¶ 128. Shortly after this announcement, Defendant McCullough 

resigned. ¶ 129. In the two days following this announcement, CEC’s stock lost 54% of its 

value. ¶ 130. 

B. Procedural Posture, Mediation, And Settlement 

Based on the foregoing facts, on January 13, 2012, Thurman Ross, an individual investor, 

filed the first putative securities fraud class action against CEC and certain officers and directors 

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of the Company. ECF No. 1. Pursuant to the Private Securities Litigation Reform Act of 1995 

(“PSLRA”), Ross issued notice of the suit, and thereafter on March 13, 2012, KBC Asset 

Management NV and the Oklahoma Police Pension & Retirement System jointly moved to be 

appointed Lead Plaintiff as the Institutional Investor Group. Likewise, the Public Service 

Pensions Board moved to be appointed Lead Plaintiff. ECF Nos. 17-21. On March 21, 2012, 

the competing investors stipulated that the Institutional Investor Group would serve as Lead 

Plaintiff, and Motley Rice LLC and Grant & Eisenhofer P.A. would serve as Co-Lead Counsel 

for the putative class. ECF No. 25. On March 23, 2012, the Court entered a revised stipulation 

and Order appointing Lead Plaintiffs and their chosen Co-Lead Counsel consistent with the 

parties’ stipulation. ECF No. 30. 

On May 3, 2013, Lead Plaintiffs filed their Consolidated Amended Class Action 

Complaint against CEC and McCullough, CEC’s former President and Chief Executive Officer, 

and Michael J. Graham, CEC’s Executive Vice President and Chief Financial Officer. ECF No. 

33. Defendants moved to dismiss the Complaint on June 4, 2012. ECF No. 36. On October 30, 

2013, the Court granted Defendants’ Motion to Dismiss as to Defendant Graham, but denied the 

Motion in all other respects. ECF No. 52. Defendants answered the Complaint on January 28, 

2013. ECF Nos. 67-68. On March 15, 2013, Lead Plaintiffs moved for certification of a class 

that included all persons who purchased the common stock of CEC between and including 

February 19, 2009, and November 21, 2011. ECF No. 74. Lead Plaintiffs also had fully briefed 

motions to compel documents and interrogatory responses from Defendants, and served several 

third party subpoenas targeting additional documentary evidence. 

While Lead Plaintiffs’ Motion for Class Certification and discovery motions were 

pending, the parties agreed to engage in early mediation. In the late Fall of 2013, and thereafter, 

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the parties engaged in in-person mediation sessions utilizing the services of the Honorable 

Daniel Weinstein (Ret.), a nationally recognized mediator with JAMS, and had several 

telephonic exchanges regarding a potential settlement of the Litigation. By agreement, and with 

the approval of Judge Weinstein, the parties also utilized the services of Jed Melnick, also a 

nationally recognized mediator with JAMS, and a neutral financial economics expert (Mr. Chad 

Coffman), to address potential damages of the Class under various liability scenarios. At a final 

mediation session held on June 6, 2013, the parties were unable to reach a resolution of the 

Litigation. On June 7, 2013, Jed Melnick made a mediator’s proposal that the Litigation be 

settled for $27.5 million. The parties accepted the mediator’s proposal on June 12, 2013, subject 

to approval by the Court. 

On October 10, 2013, the parties moved pursuant to Rule 40.4 of the Local Rules to have 

the Litigation reassigned to the Honorable John W. Darrah, before whom an earlier filed, related 

case, Cook v. McCullough, et al., No. 1:11-cv-09119, is pending. On October 17, 2013, Chief 

Judge Ruben Castillo, on Behalf of the Executive Committee of the United States District Court 

for the Northern District of Illinois, granted the motion and the Litigation was reassigned. 

C. The Notices And Plan Of Allocation Of The Net Settlement Fund 

A Postcard Notice of Pendency and Proposed Settlement of Class Actions, Motions for 

Attorneys’ Fees, and Settlement Hearings (“Notice”) providing detailed descriptions of this 

Action, the proposed Settlement, and the options available to Class members (including the right 

to object or opt out) will be sent to the last known mailing addresses of those members of the 

Class whose addresses can be identified through reasonable effort, directing them to 

www.CecSecuritiesLitigation.com to access the Settlement Notice, Proof of Claim and Release 

Form, Plan of Allocation, and other case-related documents. Additionally, a Summary 

Publication Notice (“Summary Notice”) will be published in Investor’s Business Daily and a 

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press release will be sent over the PR Newswire.3

 The proposed Plan of Allocation (the “Plan”)4

is similar to plans of allocation that have been approved in numerous securities class actions 

asserting claims under Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934. 

The Plan allocates the Net Settlement Fund based on an estimate (determined by Co-Lead 

Counsel and their experts) of the amounts by which the market prices of CEC common stock 

trading on the NASDAQ were artificially inflated at various points during the Settlement Class 

Period, and takes into consideration when an Authorized Claimant purchased shares in CEC and 

when those shares were sold (if at all). 

ARGUMENT 

A. The Settlement Should Be Preliminarily Approved 

“Federal courts naturally favor the settlement of class action litigation.” Isby v. Bayh, 75 

F.3d 1191, 1196 (7th Cir. 1996). The approval of a proposed class action settlement is a twostep process: (1) a “preliminary approval” order; and (2) a “final approval” order after notice of 

the settlement is provided to the class and a hearing is held to consider the fairness of the 

proposed settlement. See Berger v. Xerox Corp. Ret. Income Guarantee Plan, No. 00-584-DRH, 

2004 WL 287902, at *1-2 (S.D. Ill. Jan. 22, 2004) (granting final approval after entering 

Preliminary Approval Order). 

The primary question raised by a request for preliminary approval is whether the 

proposed settlement is “within the range of possible approval.” Gautreauz v. Pierce, 690 F.2d 

616, 621 n.3 (7th Cir. 1982). Preliminary approval does not require the district court to answer 

the ultimate question of whether a proposed settlement is fair, reasonable, and adequate, or to 

 

3

 The Notice, Proof of Claim and Release Form, Summary Notice, and Postcard Notice are attached as 

Exhibits A-1 through A-4 to the Stipulation of Settlement, which is Exhibit 1 to this Memorandum. 

4

 The Plan of Allocation is attached as Exhibit 2. 

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definitively certify the class. See Armstrong v. Bd. of Sch. Dirs. of Milwaukee, 616 F.2d 305, 

314 (7th Cir. 1980). Rather, these decisions are made only at the final approval stage, after 

notice of the settlement has been provided to the class members, and they have had an 

opportunity to opt-out of or object to the settlement. Id. However, courts do make a preliminary 

determination regarding the fairness, reasonableness, and adequacy of the settlement terms, and 

in that context, consider the recommendations of experienced litigators, so long as there were 

arms’-length negotiations and no evidence of collusion. Abrams v. Van Kampen Funds, Inc., No. 

01-C-7538, 2006 WL 163023, at *2 (N.D. Ill Jan. 18, 2006) (noting that the parties’ attempts to 

settle in “private mediation before a retired judge” and considering the “recommend[ation] [of] 

experienced plaintiff securities litigators”). 

Here, the proposed Settlement is an excellent result for the Settlement Class, as it 

provides the Class with a substantial monetary benefit of $27.5 million, and eliminates the risk 

that further litigation might lead to no recovery, or a smaller recovery. In particular, while the 

Court’s denial of CEC’s motion to dismiss demonstrated the strength of the merits of Lead 

Plaintiffs’ claims, the Court’s opinion raised concerns regarding the amount of recoverable 

damages. In particular, the Court determined that several statements identified by Lead Plaintiffs 

as “corrective disclosures” might not support a finding of loss causation. Ross v. Career Educ. 

Corp., 12-cv-276, 2012 WL 5363431, at *12-13 (N.D. Ill. Oct. 30, 2012). This could have 

reduced the amount of recoverable damages substantially. 

 Co-Lead Counsel also weighed the fact that CEC has been experiencing financial 

hardship and that its outlook does not appear to be improving. On February 27, 2013, CEC 

reported a net loss of $120.4 million for fiscal year 2012. See CEC Current Report (Form 8-K) 

(Feb. 27, 2013) Ex. 99-1. These results have not improved since that time; CEC reported on 

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9 

August 7, 2013 that it had a net loss of $31.4 million in the second quarter of 2013. See CEC 

Current Report (Form 8-K) (Aug. 7, 2013) Ex.-99.1. Thus, there is a real risk that CEC would 

not have the means (or the insurance) to compensate the Class in the future to a greater extent 

than set forth in this Settlement, even if full liability and full damages were established after trial 

and appeals. In light of these risks, among others, Co-Lead Counsel believe a payment of 

$27.5 million to the Class is an excellent result. 

Moreover, the proposed Settlement should be approved because it was reached after 

extensive, arms’-length negotiations between informed counsel, with the help of two mediators, 

and Co-Lead Counsel (as directed by the institutional investors who served as Lead Plaintiffs) 

support the Settlement as the best result available to the Settlement Class under the 

circumstances. Finally, the Settlement has no obvious deficiencies as it does not improperly 

grant preferential treatment to the Lead Plaintiff or any Class member, and falls within an 

acceptable range for approval. See Manual for Complex Litigation (Fourth) § 21.632 (2004). 

B. Preliminary Certification Of A Settlement Class Under Rule 23 Of The 

Federal Rules Of Civil Procedure Is Appropriate 

The Court should also certify the Settlement Class, which is defined as: all persons who 

purchased or otherwise acquired the common stock of CEC between February 19, 2009, and 

November 21, 2011, and were damaged thereby.5

 Despite the settlement posture, the Settlement 

Class must nonetheless satisfy the strictures of Federal Rule of Civil Procedure 23. See Amchem 

Prods. v. Windsor, 51 U.S. 591 (1997). Rule 23(a) establishes four prerequisites to certification: 

(i) “numerosity,” (ii) “commonality,” (iii) “typicality,” and (iv) “adequacy” of representation. 

 

5

 The Settlement Class excludes: (a) Defendants; (b) members of the immediate family of Defendant 

Gary E. McCullough; (c) the subsidiaries and affiliates of CEC, as these terms are defined by the federal 

securities laws, including the 401(k) plans of CEC; (d) any entity in which any Defendant has a 

controlling interest; (e) Defendants’ directors’ and officers’ liability insurance carriers, and any affiliates 

or subsidiaries thereof; and (f) the legal representatives, heirs, successors, and assigns of any such

excluded party. 

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See id. at 613. The Settlement Class must also meet one of the three requirements of Rule 23(b). 

Generally, Rule 23 is readily satisfied and certification is particularly appropriate in securities 

fraud actions. See, e.g., King v. Kan. City S. Indus., Inc., 519 F.2d 20, 26 (7th Cir. 1975) 

(recognizing that Rule 23 should be construed liberally to allow for class actions “where denial 

of class status would effectively terminate further litigation of the securities fraud claims”). As 

shown below, the Settlement Class here is no exception. 

1. The Settlement Class is Sufficiently Numerous 

Rule 23(a)(1) requires that the Settlement Class be “so numerous that joinder of all 

members is impracticable.” Fed. R. Civ. P. 23(a)(1). There is no question that the Settlement 

Class meets this requirement. Given the large number of Settlement Class members6

 and their 

varied geographical locations, it is not practicable to join all members in a single action. See 

Tatz v. Nanophase Techs. Corp., No. 01-8440, 2003 WL 21372471, at *6 (N.D. Ill. Jun. 13, 

2003). Indeed, because CEC was publicly traded on NASDAQ, “numerosity may be assumed.” 

In re Sys. Software Assocs., Inc. Sec. Litig., No. 97 C 177, 2000 WL 1810085, at *1 (N.D. Ill. 

Dec. 8, 2000); see also In re NeoPharm, Inc. Sec. Litig., 225 F.R.D. 563, 565 (N.D. Ill. 2004) 

(certifying class when registrant had over 16 million shares traded on NASDAQ such that it 

could be “reasonably inferred that hundreds, if not thousands, of persons would be included in 

the proposed class”). Thus, the Settlement Class is sufficiently numerous. 

2. The Settlement Class Shares Common Issues of Law and Fact 

Rule 23(a)(2) requires that the Settlement Class’s claims share common questions of law 

or fact. See In re Hartmarx Sec. Litig., No 01 C 7832, 2002 WL 31103491, at *4 (N.D. Ill. Sept. 

19, 2002). “A common nucleus of operative facts is usually enough to satisfy the commonality 

 

6

 As of October 31, 2011, CEC had 75,854,861 shares of common stock outstanding. See CEC Quarterly 

Report (Form 10-Q) (Nov. 9, 2011). 

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requirement . . . .” Rosario v. Livaditis, 963 F.2d 1013, 1018 (7th Cir. 1992). “Rule 23(a)(2) 

commonality is not a demanding requirement; one issue of fact or law common to all class 

members will suffice.” Abrams, 2002 WL 1989401, at *3. Common questions of law and fact 

clearly exist in this case. Without exception, almost all of the legal and factual questions facing 

each member of the Settlement Class are the same. For example, common questions include: 

(1) whether the Defendants made misrepresentations in or omitted material information from 

their public statements regarding CEC’s placement rates; (2) whether Defendants acted with 

scienter; and (3) whether those misrepresentations or omissions caused damage to the members 

of the Settlement Class. Thus, the Settlement Class satisfies the commonality requirement. 

3. The Claims of the Class Representatives Are Typical

Rule 23(a)(3) also requires that the claims of the Lead Plaintiffs, the proposed Class 

Representatives, be typical of the Settlement Class’s claims. This requirement is satisfied when, 

as here, the Lead Plaintiffs’ claims arise from the same course of conduct that gives rise to the 

claims of other class members and are based on the same legal theory. See Rosario, 963 F.2d at 

1018. 

Here, Lead Plaintiffs and all other members of the Settlement Class allege that they 

suffered damages as a result of Defendants’ false and misleading statements regarding CEC’s 

placement rates. All Settlement Class members also allege that those statements artificially 

inflated the price of CEC’s common stock throughout the Class Period. And Lead Plaintiffs, like 

all other members of the Settlement Class, purchased CEC securities on the open market during 

the Class Period. Finally, Lead Plaintiffs’ claims are premised on the same legal theories as any 

other Settlement Class member’s claims: violation of Section 10(b) of the Securities Exchange 

Act of 1934 (“1934 Act”) and Rule 10b-5 promulgated thereunder, and violations of Section 

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12 

20(a) of the 1934 Act. In these circumstances, typicality is present. See Software Assocs., 2000 

WL 1810085, at *2. 

4. Lead Plaintiffs and Their Counsel Are Adequate 

Lead Plaintiffs and their counsel also meet the adequacy requirement of Rule 23. This 

inquiry is two-fold. First, the court inquires whether the interests of the plaintiffs are sufficiently 

aligned with those of the settlement class and whether plaintiffs are sufficiently motivated to 

pursue the class’s claims. Second, the court asks whether the attorneys that plaintiffs have 

chosen to represent them are competent to prosecute and resolve a complex class action. See 

Silverman v. Motorola, Inc., 259 F.R.D. 163, 173 (N.D. Ill. 2009); Tatz, 2003 WL 21372471, at 

*8. The answer to both questions here is “yes.” Lead Plaintiffs have no interests that are 

antagonistic to the interests of the Class because they suffered the same alleged economic 

damages as the other Settlement Class members. Furthermore, Lead Plaintiffs have retained 

attorneys that are highly qualified, experienced, and able to successfully conduct this litigation. 

See Exs. 3 and 4 (Co-Lead Counsels’ Resumes). Indeed, Judge Kennelly recognized as much 

when he appointed them Lead Counsel, ECF No. 30, as the PSLRA lead counsel appointment 

provisions require a similar analysis. Thus, the “adequacy” prong of Rule 23(a) is satisfied. 

5. Common Issues of Law and Fact Predominate 

In addition to satisfying the criteria of Rule 23(a), a party seeking class certification must 

also satisfy Rule 23(b). Certification is appropriate under Rule 23(b)(3) when common issues 

predominate over individual issues and the class action mechanism is superior to other methods 

of adjudicating the controversy. Both requirements are met here. 

Predominance requires not merely that common issues exist, but that they dominate the 

factual and legal issues to be resolved. Put another way, predominance asks whether 

individualized issues that are unique to individual Settlement Class members will overwhelm and 

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ultimately distract from the resolution of common issues. In securities fraud cases, the 

predominance prong is easily met because the focus of the inquiries revolves not around the 

individual situation of any given class member, but around the conduct of the Defendants and 

whether they caused damage. See Software Assocs., 2000 WL 1810085, at *4 (“The principal 

issues of law and fact relate to defendants’ alleged misrepresentations. The issues are common 

to the members of the class and predominate over any questions affecting only individual 

members.”). As the Supreme Court recognized in Amchem: the “[p]redominance is a test 

readily met in certain cases alleging consumer or securities fraud or violations of the antitrust 

laws.” 521 U.S. at 625. Finally, resolving this case on a classwide basis is far superior to 

litigating thousands of individual claims when the expense for a single investor to pursue a 

separate action would far exceed the individual’s loss. See Phillips Petroleum Co. v. Shutts, 472 

U.S. 797, 809 (1985) (class action device permits pooling of claims when it would be 

uneconomical to litigate individually). 

In sum, the proposed Settlement Class meets all of the requirements of Rules 23(a) and 

(b)(3) and should therefore be preliminarily certified. 

C. The Court Should Preliminarily Approve The Settlement And The Notices 

And Should Schedule A Final Approval Hearing 

1. The Settlement Satisfies the Criteria for Preliminary Approval 

Federal Rule of Civil Procedure Rule 23(e) requires this Court to review and, if 

appropriate, approve the proposed settlement of any class action. The Court’s inquiry is guided 

by the “strong federal policy favoring the voluntary resolutions of disputes.” Pesek v. Donahue, 

No. 04 C 4525, 2006 WL 1049969, at *4 (N.D. Ill. Feb. 9, 2006) (citing Pierce v. Atchison, 

Topeka & Santa Fe Ry. Co., 65 F.3d 562 (7th Cir. 1995)). This policy is particularly strong in 

the context of class action litigation. See Isby, 75 F.3d at 1196 (“Federal courts naturally favor 

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the settlement of class action litigation.”). Although the decision is within this Court’s 

discretion, it should “consider the facts in the light most favorable to the settlement.” Henry v. 

Sears Roebuck & Co., No. 98-CV-4110, 1999 WL 33496080, at *8 (N.D. Ill. Jul. 23, 1999); see 

also Bennett v. Behring Corp., 96 F.R.D. 343, 348 (S.D. Fla. 1982) (settlements of class actions 

are “highly favored in the law and will be upheld whenever possible because they are means of 

amicably resolving doubts and preventing lawsuits.”). The Court should not resolve contested 

legal or factual issues at this stage of the proceedings. Turner v. Murphy Oil USA, Inc., 472 F. 

Supp. 2d 830, 843 (E.D. La. 2007).

When approval is preliminary, as it is here, the Court’s inquiry is slightly relaxed. 

Ultimately, at the Final Approval Hearing, the Court will determine if the Settlement is fair, 

reasonable, adequate, and in the best interests of the Settlement Class. See McKinnie v. JP 

Morgan Chase Bank, N.A., No. 07-CV-774, 2009 WL 4782736, at *1 (E.D. Wis. Apr. 8, 2009). 

At this stage, however, the Court need only determine that the Settlement is a product of arms’-

length negotiations, that it is neither illegal nor collusive, see In re S. Ohio Corr. Facility, 173 

F.R.D. 205, 211 (S.D. Ohio 1997); see also Isby, 75 F.3d at 1196 (the Court’s inquiry “is limited 

to the consideration of whether the proposed settlement is lawful, fair, reasonable, and 

adequate”), and that there is a probability that the Settlement could be finally approved as fair 

and adequate, see generally McKinnie, 2009 WL 4782736. This alone warrants notice to the 

Settlement Class. See generally McKinnie, 2009 WL 47823736. 

The Settlement here easily satisfies these criteria. It is the product of extensive arm’slength negotiations between counsel for the parties under the supervision and participation of 

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two reputable mediators. And the monetary result – $27.5 million – is significant when 

compared to the typical securities fraud class action.7

 

2. The Proposed Notices Satisfy Due Process 

The parties have agreed on the contents and format of the attached Notice, Summary 

Notice, and Postcard Notice. See Exs. A-1, A-3, & A-4 to Ex. 1. The Postcard Notice will be 

sent by mail to Settlement Class Members and will direct them to a case-specific web site, 

www.CecSecuritiesLitigation.com, where the full Settlement Notice, Proof of Claim and Release 

Form, Plan of Allocation, and other case-related documents will be available. Class members 

may also call a toll-free number set up by the Claims Administrator to ask any questions or 

receive hard copies of Notice forms or a Proof of Claim and Release Form. The Claims 

Administrator will send the full Settlement Notice and Proof of Claim and Release Form to any 

Settlement Class Member who requests them. The Summary Notice will be published in The 

Investor’s Business Daily and a press release will be sent over the PR Newswire. Courts 

routinely find that these methods of notice are sufficient. See, e.g., In re Bally Total Fitness 

Sec. Litig., No. 04 C 3530 (N.D. Ill. Aug. 23, 2010) (Grady, J.) (preliminarily approving method 

of notice using postcard notice); In re Mut. Funds Inv. Litig., No. 04-md-15861, 2010 WL 

2342413, at *7 (D. Md. May 19, 2010) (approving postcard notice in securities fraud class 

action); In re Countrywide Fin. Corp. Customer Data Sec. Breach Litig., No. 08-MD-1998, 2009 

WL 5184352, at *12-13 (W.D. Ky. Dec. 22, 2009) (approving postcard notice and summary 

notice, both of which referred class members to website and toll-free number to obtain fulllength notice); Perez v. Asurion Corp., 501 F. Supp. 2d 1360, 1375-77 (S.D. Fla. 2007) 

 

7

See Ellen M. Ryan & Laura E. Simmons, Securities Class Action Settlements 2012 Review and Analysis, 

Cornerstone Research, 2013, at 3 (noting that the median securities class action settlement amount in 

2012 was $10.2 million). 

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(approving postcard notice in consumer class action alleging improprieties with wireless 

telephone insurance).8

 

The Notices also have been carefully drafted to comply with the requirements of the 

Private Securities Litigation Reform Act of 1995 (“PSLRA”), 15 U.S.C. § 78u-4(a)(7), Rule 

23(c)(2)(B), and due process. Rule 23 requires the court to “direct the best notice that is 

practicable” to “all members who can be identified through reasonable effort,” and identifies a 

list of specific topics the notice must address. Fed. R. Civ. P. 23(c)(2)(B). The PSLRA likewise 

provides specific information that the notice must include. See generally 15 U.S.C. § 78u4(a)(7). Due process further requires that the Notices be “reasonably calculated, under all the 

circumstances, to apprise interested parties of the pendency of the action and afford them an 

opportunity to present their objections.” Mullane v. Cent. Hanover Bank & Trust Co., 339 U.S. 

306, 314 (1950). The Settlement Notice in this case satisfies these standards and, among other 

things, provides the following information: 

• a statement of Plaintiff recovery, compare 15 U.S.C. § 78u-4(a)(7)(A) 

with Notice § I; 

• the nature of the action and statement of the potential outcome of the case, 

compare Rule 23(c)(2)(B)(i) and 15 U.S.C. § 78u-4(a)(7)(B) with Notice 

§ II; 

• a statement of the fees and costs that counsel are seeking, compare 15 

U.S.C. § 78u-4(a)(7)(C) with Notice § IV; 

• the name of representatives for class counsel who can answer Settlement 

Class members questions, compare 15 U.S.C. § 78u-4(a)(7)(D) with

Notice § V; 

• the Settlement Class definition, compare Rule 23(c)(2)(B)(ii) with Notice 

§ VII.3; 

 

8

See also Ex. 5, Declaration of Jeanne C. Finegan, APR, Concerning Proposed Postcard Notification 

(describing advantages of postcard notice and listing cases in which they have been approved and used). 

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• the Settlement Class’s claims, issues, and defenses and the reasons for the 

Settlement, compare Rule 23(c)(2)(B)(iii) and 15 U.S.C. § 78u-4(a)(7)(E) 

with Notice §§ III, IX; 

• that a Settlement Class member may, if he or she wishes, appear at a 

fairness hearing and object through his or her own attorney, compare Rule 

23(c)(2)(B)(iv) with Notice §§ XII.5-6, XVIII; 

• that any Settlement Class member may opt-out and the timing and 

mechanism for that procedure, compare Rule 23(c)(2)((B)(v)-(vi) with

Notice § XII.2; and 

• that the final judgment in this case will bind all Settlement Class members, 

compare Rule 23(c)(2)(B)(vii) with Notice § XII.3-4. 

Notices including this information have been held to be sufficient. See, e.g., Will v. Gen. 

Dynamics Corp., 06-cv-698, 2010 U.S. Dist. LEXIS 95630, at *17 (S.D. Ill. Aug. 9, 2010) 

(approving notice that (i) described terms of settlement; (ii) described plan of allocation; 

(iii) described attorneys’ fees provisions; (iv) described payment of administration expenses; 

(v) notified class of final fairness hearing; and (vi) described methods of objection to the 

settlement). With the Postcard Notice, Settlement Class Members will be able to receive a Proof 

of Claim form via website or by toll-free telephone on which to provide information regarding 

their purchases and sales of CEC common stock. Settlement Class Members who wish to share 

in the Settlement proceeds will need to complete and mail their Proofs of Claim to Heffler 

Claims Group, as clearly delineated in the Notices.

CONCLUSION 

For all the foregoing reasons, Lead Plaintiffs respectfully request that the Court: 

(1) preliminarily approve the proposed Settlement as within the range of possible fairness, 

reasonableness, and adequacy; (2) preliminarily certify the Settlement Class; (3) preliminarily 

approve the form and manner of proposed Notice and Summary Notice and Proof of Claim form; 

and (4) enter an Order setting a date and time for the hearing regarding final approval of the 

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Settlement and Co-Lead Counsels’ application for attorneys’ fees and expenses. A proposed 

Order is attached as Exhibit A to Exhibit 1, and will also be emailed to the Court. 

Dated: October 25, 2013 Respectfully submitted, 

Jay W. Eisenhofer Joseph F. Rice 

Geoffrey C. Jarvis James M. Hughes 

Jeff A. Almeida David P. Abel 

Christine M. Mackintosh Meghan S. B. Oliver 

GRANT & EISENHOFER P.A. MOTLEY RICE LLC 

123 Justison Street 28 Bridgeside Blvd. 

Wilmington, DE 19801 Mt. Pleasant, SC 29464 

Telephone: (302) 622-7000 Telephone: (843) 216-9000

Facsimile: (302) 622-7100 Facsimile: (843) 216-9450

Co-Lead Counsel for Lead Plaintiffs Co-Lead Counsel for Lead Plaintiffs 

and Counsel for Thurman Ross

/s/ Paul E. Slater

Paul E. Slater (ARDC 2630567) James E. Barz (ARDC 6255605) 

SPERLING & SLATER, P.C. ROBBINS GELLER RUDMAN

55 West Monroe Street & DOWD LLP

Suite 3200 200 South Wacker Drive, 31st Floor 

Chicago, IL 60603 Chicago, IL 60606 

Telephone: (312) 641-3200 Telephone: (312) 674-4673 

Facsimile: (312) 641-6492 Facsimile: (312) 674-4676 

Liaison Counsel for Lead Plaintiffs Additional Counsel for Plaintiffs 

and Counsel for Thurman Ross

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EXHIBIT 1

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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

THURMAN ROSS, by and on behalf of 

himself and all others similarly situated, 

Plaintiff, 

v. 

CAREER EDUCATION CORPORATION, 

GARY E. McCULLOUGH and MICHAEL J. 

GRAHAM, 

Defendants. 

No. 12-CV-00276 

Honorable John W. Darrah 

STIPULATION OF SETTLEMENT

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 2 

 This Stipulation of Settlement (the “Stipulation”), dated October 25, 2013, is made and 

entered into by and among: (i) lead plaintiffs KBC Asset Management NV (“KBC”), the 

Oklahoma Police Pension & Retirement Systems (“OPPRS”), and the Oklahoma Law 

Enforcement Retirement System (“OLERS”) (hereafter “Lead Plaintiffs”) on behalf of 

themselves and each of the Class Members (as defined herein); (ii) Thurman Ross; and (iii) 

defendants Career Education Corporation (“CEC”) and Gary E. McCullough, by and through 

their respective counsel of record in the Litigation (as defined herein). The Stipulation is 

intended to fully, finally, and forever resolve, discharge, and settle the Released Claims (as 

defined herein), subject to the approval of the Court and the terms and conditions set forth in this 

Stipulation.

I. THE LITIGATION 

 This action, captioned Ross v. Career Education Corp., et al., No. 12-cv-00276 (the 

“Litigation”), was commenced in the United States District Court for the Northern District of 

Illinois (the “Court”) on January 13, 2012, by the filing of an initial complaint by plaintiff 

Thurman Ross alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 

1934 and Rule 10b-5 promulgated thereunder. On March 13, 2012, KBC, OPPRS, and OLERS 

filed a motion to be appointed lead plaintiffs and for approval of their selection of Motley Rice 

LLC (“Motley Rice”) and Grant & Eisenhofer P.A. (“Grant & Eisenhofer”) as lead counsel. On 

March 23, 2012, the Court entered a Stipulation and Order appointing KBC, OPPRS, and 

OLERS to serve as lead plaintiffs and approving Lead Plaintiffs’ selection of Motley Rice and 

Grant & Eisenhofer as lead counsel (“Lead Counsel”). 

 On May 3, 2012, the Consolidated Class Action Complaint (the “Complaint”) was filed, 

naming CEC, Gary E. McCullough, and Michael J. Graham as defendants and also alleging 

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3 

violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 

promulgated thereunder. On June 4, 2012, defendants moved to dismiss the Complaint. On 

October 30, 2012, the Court granted in part and denied in part defendants’ motion to dismiss, 

including dismissing the claims against defendant Graham. Thereafter, defendants CEC and Mr. 

McCullough (collectively, “Defendants”) each filed an answer to the Complaint, denying Lead 

Plaintiffs’ claims and asserting defenses thereto. 

 On November 16, 2012, Defendants and Lead Plaintiffs (the “Parties”) filed the Initial 

Joint Status Report and [Proposed] Rule 26(f) Discovery Plan. The Parties subsequently 

exchanged respective Rule 26(a) disclosures and served requests for production of documents. 

 In the late Fall of 2012, the Parties engaged the services of the Honorable Daniel 

Weinstein (Ret.), a nationally recognized mediator. The Parties subsequently engaged in inperson mediation sessions and had various telephonic exchanges regarding a potential settlement 

of the Litigation. By agreement, and with the approval of Judge Weinstein, the Parties also 

utilized the services of Jed Melnick, also a nationally recognized mediator, as well as the 

services of a neutral economist, to address the alleged potential damages of the Class (as defined 

herein). At a final mediation session held on June 6, 2013, the Parties were unable to reach a 

resolution of the Litigation. On June 7, 2013, the mediator made a mediator’s proposal to settle 

the Litigation for $27.5 million. The Parties accepted the mediator’s proposal to settle the 

Litigation for that amount on June 12, 2013, subject to the negotiation of the terms of a 

stipulation of settlement and approval by the Court. 

 On October 10, 2013, Defendants moved pursuant to LR 40.4 of the Rules of the Court to 

have the Litigation reassigned to the Honorable John W. Darrah, before whom an earlier filed 

related case, Cook v. McCullough, et al., No. 1:11-cv-09119, is pending. On October 17, 2013, 

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4 

Chief Judge Ruben Castillo, on behalf of the Executive Committee of the Court, granted the 

motion and the Litigation was reassigned. 

II. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY 

Defendants have denied and continue to deny each and all of the claims alleged by 

Lead Plaintiffs in the Litigation. Defendants expressly have denied and continue to deny all 

charges of wrongdoing or liability against them arising out of any of the conduct, statements, 

acts or omissions alleged, or that could have been alleged, in the Litigation. Defendants also 

have denied and continue to deny, among other allegations, the allegations that Lead Plaintiffs 

or the Class (as defined herein) have suffered any damage, that the price of CEC common 

stock was artificially inflated by reasons of alleged misrepresentations, non-disclosures or 

otherwise, or that Lead Plaintiffs or the Class were harmed by the conduct alleged in the 

Complaint. Defendants believe that the evidence developed to date supports their position that 

they acted properly at all times and that the Litigation is without merit.

Nonetheless, Defendants have concluded that further conduct of the Litigation would 

be protracted and expensive, and that it is desirable that the Litigation be fully and finally 

settled in the manner and upon the terms and conditions set forth in this Stipulation. 

Defendants also have taken into account the uncertainty and risks inherent in any litigation, 

especially in complex cases such as the Litigation. Defendants have, therefore, determined 

that it is desirable and beneficial to them that the Litigation be settled in the manner and upon 

the terms and conditions set forth in this Stipulation.

III. LEAD PLAINTIFFS’ CLAIMS AND THE BENEFITS OF SETTLEMENT 

 Lead Plaintiffs believe that the claims asserted in the Litigation have merit and that the 

evidence developed to date supports the claims. However, Lead Plaintiffs and Lead Counsel 

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5 

have considered the expense and length of continued proceedings necessary to prosecute the 

Litigation against Defendants through trial and appeals. Lead Plaintiffs and Lead Counsel also 

have taken into account the uncertain outcome and the risk of any litigation, especially in 

complex actions such as the Litigation, as well as the difficulties and delays inherent in such 

litigation. Lead Plaintiffs and Lead Counsel also are mindful of the inherent problems of proof 

under, and possible defenses to, the securities law violations asserted in the Litigation. Lead 

Plaintiffs and Lead Counsel also recognize the risks related to the current financial condition of 

CEC, and believe that the settlement set forth in the Stipulation confers substantial benefits upon 

the Class. Based on their evaluation, Lead Plaintiffs and Lead Counsel have determined that the 

settlement set forth in the Stipulation is fair, adequate, reasonable, and in the best interests of 

Lead Plaintiffs and the Class. 

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT 

 NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and among 

Lead Plaintiffs (for themselves and the Class Members (as defined herein)), Thurman Ross, and 

Defendants, by and through their respective counsel or attorneys of record, that, subject to the 

approval of the Court, the Litigation and the Released Claims (as defined herein) shall be finally 

and fully compromised, settled, and released, and the Litigation shall be dismissed with 

prejudice, as to all Settling Parties (as defined herein), upon and subject to the terms and 

conditions of the Stipulation, as follows. 

1. “Definitions” 

 As used in the Stipulation, the following terms have the meanings specified below: 

 1.1 “Authorized Claimant” means any Class Member whose claim for recovery has 

been allowed pursuant to the terms of the Stipulation. 

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 1.2 “Claims Administrator” means the firm of Heffler Claims Group, 1515 Market 

Street, Suite 1700, Philadelphia, PA 19102. 

 1.3 “Class” means all Persons (other than those Persons and entities who timely and 

validly request exclusion from the Class) who purchased or otherwise acquired the common 

stock of CEC during the period from February 19, 2009, through November 21, 2011, inclusive, 

excluding (a) defendant McCullough and his immediate family; (b) any entity in which 

Defendants have or had a controlling interest; (c) officers and directors of CEC during the Class 

Period; and (d) the legal representatives, heirs, successors, or assigns of any excluded party. 

 1.4 “Class Escrow Agent” means Huntington National Bank, the escrow agent for 

the Class Settlement Fund defined in ¶ 3.1(i) herein. Derivative Escrow Agent means 

Huntington National Bank, the escrow agent for the Derivative Settlement Fund defined in 

¶ 3.1(i) herein. The Class Escrow Agent and Derivative Escrow Agent are collectively 

defined as Escrow Agents. 

 1.5 “Class Member(s)” or “Member(s) of the Class” mean a Person who falls within 

the definition of the Class as set forth in ¶ 1.3, above. 

 1.6 “Class Period” means the period commencing on February 19, 2009, through and 

including November 21, 2011. 

 1.7 “Class Settlement Fund” means the Class settlement amount of Twenty-Seven 

Million Five Hundred Thousand Dollars ($27.5 million), plus all interest and accretions 

thereto, which may be reduced by payments or deductions as provided herein or by Court 

order. 

 1.8 “Defendants” means defendants CEC and Gary E. McCullough. A defendant 

shall be deemed to have a “controlling interest” in an entity if such defendant has a beneficial 

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7 

ownership interest, directly or indirectly, in more than 50% of the total outstanding voting 

power of any class or classes of capital stock, or more than 50% of the partnership interests, 

of such entity. 

 1.9 “Effective Date,” or the date upon which this settlement becomes “effective,” 

means five (5) business days after the date by which all of the events and conditions specified 

in ¶ 8.1 of the Stipulation have been met and have occurred. 

 1.10 “Federal Derivative Actions” means the actions captioned Cook v. 

McCullough, et al., No. 1:11-cv-09119, and Alex v. McCullough, et al., No. 1:12-cv-00834, 

both pending in the United States District Court for the Northern District of Illinois. 

 1.11 “Final” means when the last of the following shall occur: (a) the expiration of the 

time to file a motion to alter or amend the Judgment (as defined herein) under Federal Rule of 

Civil Procedure 59(e) without any such motion having been filed; (b) the time in which to appeal 

the Judgment has passed without any appeal having been taken; (c) if a motion to alter or amend 

the Judgment is filed or if an appeal from the Judgment is taken, immediately after the 

determination of that motion or appeal so that it is no longer subject to any further judicial 

review or appeal whatsoever, whether by reason of affirmance by a court of last resort, lapse of 

time, voluntary dismissal of the appeal or otherwise in such a manner as to permit the 

consummation of the settlement substantially in accordance with the terms and conditions of this 

Stipulation; and (d) the entry of the final order and judgment approving the settlement in the 

Derivative Actions and shareholder demands (“Final Derivative Judgment”) and the entry of 

orders dismissing each of the Federal and State Derivative Actions with prejudice (“Final 

Derivative Orders”) and (i) the time to file a motion to alter or amend the Final Derivative 

Orders and Final Derivative Judgment has passed without any such motion having been filed; (ii) 

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the time in which to appeal such Final Derivative Orders and Final Derivative Judgment has 

passed without any appeal having been taken; and (iii) if a motion to alter or amend any such 

Final Derivative Orders or Final Derivative Judgment is filed or if an appeal from any such order 

or judgment is taken, immediately after the determination of that motion or appeal so that it is no 

longer subject to any further judicial review or appeal whatsoever, whether by reason of 

affirmance by a court of last resort, lapse of time, voluntary dismissal of the appeal or otherwise. 

For purposes of this Paragraph, an “appeal” shall include any petition for a writ of certiorari or 

other writ that may be filed in connection with approval or disapproval of this settlement, but 

shall not include any appeal which concerns only the issue of Plaintiffs’ attorneys’ fees and 

expenses, the Plan of Allocation of the Class Settlement Fund, or the procedures for determining 

recognized claims of Authorized Claimants, or any appeal which concerns only the issue of the 

attorneys’ fees and expenses awarded in the Derivative Actions (as defined herein).

 1.12 “Individual Defendant” means Gary E. McCullough. 

 1.13 “Insurers” means the insurers for CEC’s D&O Liability program. 

 1.14 “Judgment” means the Final Judgment and Order of Dismissal with Prejudice to 

be rendered by the Court, substantially in the form of Exhibit B, attached hereto. 

 1.15 “Lead Counsel” means Motley Rice and Grant & Eisenhofer. 

 1.16 “Lead Plaintiffs” and “Class Representatives” means KBC, OPPRS, and OLERS. 

 1.17 “Litigation” means the action under case number 1:12-cv-00276, pending in the 

United States District Court for the Northern District of Illinois. 

 1.18 “Net Class Settlement Fund” means the Class Settlement Fund, less any 

attorneys’ fees, costs, or expenses, provided for herein or approved by the Court, and less notice 

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and administration costs, Taxes and Tax Expenses (as defined herein), and other Court-approved 

deductions. 

 1.19 “Person” means an individual, corporation, partnership, limited partnership 

association, joint stock company, estate, legal representative, trust, unincorporated association, 

government or any political subdivision or agency thereof, and any business or legal entity and 

their spouses, heirs, predecessors, successors, representatives, or assignees. 

 1.20 “Plan of Allocation” or the “Plan” means the plan of allocation that dictates 

how the Class Settlement Fund shall be distributed to Authorized Claimants on a pro rata

basis after payment of expenses of notice and administration of the settlement, Taxes and Tax 

Expenses, and such attorneys’ fees, costs, and expenses as may be awarded by the Court. The 

Plan of Allocation is not part of the Stipulation and neither Defendants nor their Related Parties 

(as defined herein) shall have any responsibility or liability with respect thereto. 

 1.21 “Related Parties” means Defendants’ past or present directors, officers, 

employees, partners, insurers, co-insurers, reinsurers, controlling shareholders, agents, 

attorneys, accountants or auditors, personal or legal representatives, predecessors, successors, 

parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs, executors, successors in 

interest, related or affiliated entities, any entity in which a Defendant has a controlling interest, 

any members of the Individual Defendant’s immediate family, or any trust of which the 

Individual Defendant is the settlor or which is for the benefit of the Individual Defendant’s 

family. 

 1.22 “Released Claims” shall collectively mean any and all claims, demands, rights, 

liabilities, and causes of action of every nature and description whatsoever, known or unknown, 

whether or not concealed or hidden, asserted or that might have been asserted, in the Complaint 

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or any other pleading or forum, including, without limitation, claims for negligence, gross 

negligence, breach of fiduciary duty, fraud, or violation of any federal, state, common or foreign 

law or statutes, rules, or regulations, by Lead Plaintiffs or any Class Member against the 

Released Persons (as defined herein) arising out of or based upon the allegations, transactions, 

facts, matters or occurrences, representations or omissions involved, set forth, or referred to in 

the Complaint and the purchase or other acquisition of CEC common stock during the Class 

Period and the acts, facts, events, statements or omissions that were or could have been alleged 

in the Litigation. “Released Claims” includes “Unknown Claims” as defined in ¶ 1.28 hereof. 

 1.23 “Released Persons” means each of the Defendants and their Related Parties. 

 1.24 “Settling Parties” means Defendants, Lead Plaintiffs, and the Class Members, 

including Thurman Ross. 

 1.25 “Settlement Class” means the class to be certified for settlement purposes only 

and is defined as all Persons (other than those Persons and entities who timely and validly 

request exclusion from the Class) who purchased or otherwise acquired the common stock of 

CEC during the period from February 19, 2009, through November 21, 2011, inclusive, 

excluding (a) defendant McCullough and his immediate family; (b) any entity in which 

Defendants have or had a controlling interest; (c) officers and directors of CEC during the 

Class Period; and (d) the legal representatives, heirs, successors, or assigns of any excluded 

party. 

 1.26 “State Derivative Action” means the action captioned Bangari v. Lesnik, et al., 

No. 11-CH-41973, pending in the Circuit Court of Cook County, Illinois, County 

Department, Chancery Division. The Federal Derivative Actions and the State Derivative 

Action are collectively defined as the “Derivative Actions.” 

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 1.27 “Tax” or “Taxes” means any and all taxes, fees, levies, duties, tariffs, imposts, 

and other charges of any kind (together with any and all interest, penalties, additions to tax and 

additional amounts imposed with respect thereto) imposed by any governmental authority, 

including income tax and other taxes and charges on or regarding franchises, windfall or other 

profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, 

workers’ compensation, unemployment compensation or net worth; taxes or other charges in the 

nature of excise, withholding ad valorem, stamp, transfer, value added or gains taxes; license 

registration and documentation fees; and customs duties, tariffs, and similar charges on any 

income or gains earned by the Class Settlement Fund. 

 1.28 “Unknown Claims” means any Released Claims which Lead Plaintiffs or Class 

Members (including Thurman Ross) do not know or suspect to exist in his, her or its favor at the 

time of the release of the Released Persons which, if known by him, her or it, might have 

affected his, her or its settlement with and release of the Released Persons, or might have 

affected his, her or its decision not to object to this settlement. With respect to any and all 

Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Lead 

Plaintiffs shall expressly waive and each of the Class Members shall be deemed to have, and by 

operation of the Judgment shall have, expressly waived the provisions, rights, and benefits of 

California Civil Code § 1542, which provides: 

A general release does not extend to claims which the creditor does not 

know or suspect to exist in his or her favor at the time of executing the 

release, which if known by him or her must have materially affected his 

or her settlement with the debtor. 

 Lead Plaintiffs shall expressly waive and each of the Class Members shall be deemed to 

have, and by operation of the Judgment shall have, expressly waived any and all provisions, 

rights, and benefits conferred by any law of any state or territory of the United States, or 

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principle of common law, which is similar, comparable or equivalent to California Civil Code § 

1542. Lead Plaintiffs and Class Members may hereafter discover facts in addition to or different 

from those which he, she or it now knows or believes to be true with respect to the subject matter 

of the Released Claims, but Lead Plaintiffs shall expressly settle and release and each Class 

Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment 

shall have, fully, finally, and forever settled and released any and all Released Claims, known or 

unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or 

hidden, which now exist, or heretofore have existed, upon any theory of law or equity now 

existing or coming into existence in the future, including, but not limited to, conduct which is 

negligent, intentional, with or without malice, or a breach of any duty, law or rule, without 

regard to the subsequent discovery or existence of such different or additional facts. Lead 

Plaintiffs acknowledge, and the Class Members shall be deemed by operation of the Judgment to 

have acknowledged, that the foregoing waiver was separately bargained for and a key element of 

the settlement of which this release is a part. 

2. Class Certification 

Solely for purposes of the settlement and for no other purpose, the Settling Parties 

stipulate and agree to: (a) certification of the Class under Rules 23(a) and 23(b)(3) of the Federal 

Rules of Civil Procedure; (b) certification of Lead Plaintiffs as Class Representatives; and (c) the 

appointment of Lead Counsel as Class counsel pursuant to Rule 23(g) of the Federal Rules of 

Civil Procedure. 

3. The Settlement 

a. The Class Settlement Fund 

 3.1 CEC shall pay and/or cause to be paid the total amount of Twenty-Seven Million 

Five Hundred Thousand Dollars ($27.5 million) (the “Class Settlement Amount”) in cash by 

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wire transfer in accordance with relevant payment instructions to be provided by the Class 

Escrow Agent for which instructions shall be provided within two (2) business days of the entry 

of an order preliminarily approving the settlement of this Litigation, substantially in the form of 

Exhibit A attached hereto (“Preliminary Approval Order”), subject to the following: 

 (i) In the event the settlements in this Litigation and the Derivative Actions are 

preliminarily approved at the same time, within fifteen (15) business days thereafter, the Insurers 

and CEC will deposit, respectively, $12.5 million and $5 million into an escrow account 

established for the settlement of this Litigation (the “Class Settlement Fund”), and the Insurers 

will deposit $20 million into an escrow account established for the settlement of the Derivative 

Actions (the “Derivative Settlement Fund”); 

 (ii) In the event preliminary approval of the settlement in this Litigation precedes 

preliminary approval of the settlement in the Derivative Actions, within fifteen (15) business 

days after preliminary approval of the settlement in this Litigation, the Insurers and CEC will 

deposit $12.5 million and $5 million, respectively, into the Class Settlement Fund, and the 

Insurers will deposit $10 million (the “Class Settlement Pass Through Amount”) into the 

Derivative Settlement Fund. Upon the subsequent preliminary approval of the settlement in the 

Derivative Actions, the Insurers will deposit the remaining $10 million portion of the Derivative 

Actions’ settlement into the Derivative Settlement Fund within fifteen (15) business days 

thereafter; 

(iii) In the event the settlements in this Litigation and in the Derivative Actions are 

finally approved at the same time, CEC and/or the Insurers will promptly cause the Class 

Settlement Pass Through Amount, plus interest accrued thereon, less any applicable Taxes and 

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Tax Expenses, to be transferred from the Derivative Settlement Fund to the Class Settlement 

Fund; and 

 (iv) In the event the date of final approval of the settlement in this Litigation (“Class 

Final Approval Date”) precedes final approval of the settlement in the Derivative Actions 

(“Derivative Actions’ Final Approval Date”), there shall be a ninety (90) day cure period (the 

“Cure Period”). During the Cure Period, CEC has two options: (A) CEC may cure any issue 

giving rise to the delay in the Derivative Actions’ Final Approval Date, thereby causing the Class 

Settlement Pass Through Amount to be transferred to the Class Settlement Fund prior to the 

close of the Cure Period; or (B) CEC and/or its Insurers may deposit alternative funding in the 

amount of $10 million plus interest (as it would have accrued on the Settlement Pass Through 

Amount) into the Class Settlement Fund (“Alternative Funding”) in lieu of the Class Settlement 

Pass Through Amount. Other than for purposes of transferring the Class Settlement Pass 

Through Amount into the Class Settlement Fund, in no event prior to (90) days after the Class 

Final Approval Date will the Insurers have the right to withdraw any of the Class Settlement Pass 

Through Amount from the Derivative Settlement Fund. 

 (v) If the Cure Period expires without CEC having exercised either option (iv)(A) or 

(iv)(B) and neither Alternative Funding nor the Class Settlement Pass Through Amount has been 

deposited in the Class Settlement Fund, Lead Plaintiffs shall have the right to terminate this 

Stipulation. 

b. The Escrow Agents 

 3.2 The Escrow Agents shall invest amount(s) deposited in the Class Settlement 

Fund and Derivative Settlement Fund pursuant to ¶ 3.1 hereof in short term United States 

Agency or Treasury Securities or other instruments backed by the Full Faith & Credit of the 

United States Government or an Agency thereof, or fully insured by the United States 

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Government or an Agency thereof, and shall reinvest the proceeds of these instruments as they 

mature in similar instruments at their then-current market rates. All risks related to the 

investment of the Class Settlement Fund in accordance with the investment guidelines set 

forth in this Paragraph shall be borne by the Class Settlement Fund. All risks related to the 

investment of the Derivative Settlement Fund in accordance with the investment guidelines 

set forth in this Paragraph shall be borne by the Derivative Settlement Fund. 

 3.3 The Escrow Agents shall not disburse any funds in the Class Settlement Fund, 

except as provided in the Stipulation, by an order of the Court, or with the written agreement of 

counsel for Defendants. The Escrow Agents shall not disburse any funds in the Derivative 

Settlement Fund, except as provided in the Stipulation, the Stipulation of Settlement in the 

Derivative Actions, by an order of the Court, or with the written agreement of counsel for 

Defendants. 

 3.4 Subject to further order(s) and/or directions as may be made by the Court, or 

as provided in the Stipulation, the Escrow Agents are authorized to execute such 

transactions as are consistent with the terms of the Stipulation. 

 3.5 All funds held by the Escrow Agents in the Class Settlement Fund and 

Derivative Settlement Fund shall be deemed and considered to be in custodia legis of the 

Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds 

shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 

 3.6 Without further order of the Court, funds in the Class Settlement Fund may be used 

by Lead Counsel to pay reasonable costs and expenses actually incurred in connection with 

providing notice to the Class, locating Class Members, soliciting claims, assisting with the 

filing of claims, administering and distributing the Class Settlement Fund to Authorized 

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Claimants, processing Proof of Claim and Release forms, and paying escrow fees and costs, if 

any (“Notice and Administration Expenses”). 

c. Taxes 

 3.7 (i) The Settling Parties and the Escrow Agents agree to treat each of the Class 

Settlement Fund and Derivative Settlement Fund as being at all times a “qualified settlement 

fund” within the meaning of Treas. Reg. § 1.4688-1. In addition, the Escrow Agents shall 

timely make such elections as necessary or advisable to carry out the provisions of this ¶ 3.7, 

including the “relation-back” election (as defined in Treas. Reg. § 1.468B-1) back to the 

earliest permitted date. Such elections shall be made in compliance with the procedures and 

requirements contained in such regulations. It shall be the responsibility of the Escrow 

Agents to timely and properly prepare and deliver the necessary documentation for signature by 

all necessary parties, and thereafter to cause the appropriate filing to occur. 

 (ii) For the purpose of § 1.468B of the Internal Revenue Code of 1986, as 

amended, and the regulations promulgated thereunder, the “administrator” shall be the 

Escrow Agents. The Escrow Agents shall timely and properly file all informational and 

other tax returns necessary or advisable with respect to the Class Settlement Fund and 

Derivative Settlement Fund (including, without limitation, the returns described in Treas. 

Reg. § 1.468B-2(k)). Such returns (as well as the election described in ¶ 3.7(i) hereof) shall 

be consistent with this ¶ 3.7 and in all events shall reflect that all Taxes (including any 

estimated Taxes, interest or penalties) on the income earned by the Class Settlement Fund 

shall be paid out of the Class Settlement Fund as provided in ¶ 3.7(iii) hereof. 

 (iii) All: (A) Taxes (including any estimated Taxes, interest or penalties) 

arising with respect to the income earned by the Class Settlement Fund, including any Taxes or 

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tax detriments that may be imposed upon the Released Persons or their counsel with respect to 

any income earned by the Class Settlement Fund for any period during which either or both the 

Class Settlement Fund or the Derivative Settlement Fund does or do not qualify as a “qualified 

settlement fund” for federal or state income tax purposes; and (B) expenses and costs 

incurred in connection with the operation and implementation of this ¶ 3.7 (including, without 

limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs 

and expenses relating to filing (or failing to file) the returns described in this ¶ 3.7) (“Tax 

Expenses”), shall be paid out of the Class Settlement Fund. The Escrow Agents, through the 

Class Settlement Fund and Derivative Settlement Fund, shall indemnify and hold each of the 

Released Persons and their counsel harmless for Taxes and Tax Expenses (including, without 

limitation, Taxes payable by reason of any such indemnification). Further, Taxes and Tax 

Expenses shall be treated as, and considered to be, a cost of administration of the Class 

Settlement Fund or Derivative Settlement Fund, as applicable, and shall be timely paid by the 

Escrow Agents out of the Class Settlement Fund or Derivative Settlement Fund, 

respectively, without prior order from the Court and the Class Escrow Agent shall be 

authorized (notwithstanding anything herein to the contrary) to withhold from distribution from 

the Class Settlement Fund to Authorized Claimants any funds necessary to pay such amounts, 

including the establishment of adequate reserves for any Taxes and Tax Expenses (as well 

as any amounts that may be required to be withheld under Treas. Reg. § 1.4688-2(1)(2)). 

Neither the Released Persons nor their counsel are responsible nor shall they have any liability 

for any Taxes or Tax Expenses. The parties hereto agree to cooperate with the Escrow Agents, 

each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out 

the provisions of this ¶ 3.7. 

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d. Termination of Settlement

 3.8 In the event that the Stipulation is not approved or the Stipulation is terminated, 

canceled, or fails to become effective for any reason, the Class Settlement Fund, less Notice and 

Administration Expenses or Taxes or Tax Expenses paid, incurred, or due and owing in 

connection with the settlement provided for herein, shall be refunded pursuant to written 

instructions from counsel to Defendants in accordance with ¶ 8.4 herein. 

4. Preliminary Approval Order and Settlement Hearing 

 4.1 After execution of the Stipulation, Lead Counsel shall submit the Stipulation, 

together with its Exhibits, to the Court and shall apply for entry of the Preliminary Approval 

Order, substantially in the form of Exhibit A, attached hereto, requesting, inter alia, certification 

of the Settlement Class for settlement purposes, the preliminary approval of the settlement set 

forth in the Stipulation, and approval for the dissemination and publication of notice of the 

settlement (the “Notice”), substantially in the form of Exhibits A-1 (Settlement Notice), A-3 

(Summary Notice), and A-4 (Postcard Notice), attached hereto. The Notice shall include the 

general terms of the settlement set forth in the Stipulation, the general terms of the proposed Plan 

of Allocation, the general terms of the Fee and Expense Application, as defined in ¶ 7.1 herein, 

and the date of the Settlement Hearing, as defined in ¶ 4.8 herein. 

 4.2 Following entry of the Preliminary Approval Order, within fourteen (14) days 

thereafter, the Claims Administrator shall cause a copy of the Postcard Notice to be sent to 

brokerage firms and other nominees (“Nominees”) who can be identified with reasonable effort 

as holding or having held CEC common stock for the benefit of a Class Member. The Claims 

Administrator shall instruct the Nominees to either send the Postcard Notice to such Class 

Members promptly after receipt thereof, or send a list of the names and addresses of such Class 

Members to the Claims Administrator, in which case the Claims Administrator promptly shall 

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mail the Postcard Notice to such beneficial owners. Reasonable and actual out-of-pocket 

expenses incurred by Nominees as a result of the actions taken in accordance with this Paragraph 

shall be reimbursed as provided in the Notice. 

 4.3 Within fourteen (14) days of the entry of the Preliminary Approval Order, the 

Claims Administrator shall cause the Summary Notice to be published once in the Investor’s 

Business Daily, or otherwise published as directed by the Court. 

4.4 Within fourteen (14) days of the entry of the Preliminary Approval Order, the 

Claims Administrator shall issue a nationwide press release over the PR Newswire consisting 

primarily or exclusively of the information contained in the Summary Notice. 

4.5 On or before the entry of the Preliminary Approval Order, the Claims 

Administrator shall cause the Settlement Notice, Proof of Claim, Stipulation of Settlement, and 

any other relevant documents to be made available at www.CecSecuritiesLitigation.com, a 

website dedicated solely to the CEC settlement and available to the general public. 

4.6 The Claims Administrator shall mail or otherwise distribute the full-length 

Settlement Notice and Proof of Claim to any Class Members who request copies of the 

Settlement Notice and Proof of Claim in response to the Postcard Notice, published Summary 

Notice, press release, or other means. 

4.7 Lead Counsel shall request court approval to distribute a Postcard Notice in lieu 

of the full Settlement Notice and Proof of Claim. If such approval is not granted, the Settlement 

Notice and Proof of Claim will be distributed. 

 4.8 Lead Counsel shall request that, after Notice is given, the Court hold a hearing 

(the “Settlement Hearing”) and approve the settlement of the Litigation as set forth herein. At or 

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after the Settlement Hearing, Lead Counsel also will request that the Court approve the proposed 

Plan of Allocation and the Fee and Expense Application. 

5. Releases 

 5.1 Upon the Effective Date, Lead Plaintiffs shall, and each of the Class Members 

(including Thurman Ross) shall be deemed to have, and by operation of the Judgment shall have, 

fully, finally, and forever released, relinquished, and discharged all Released Claims against the 

Released Persons, whether or not such Class Member executes and delivers the Proof of Claim 

and Release or shares in the Class Settlement Fund. Claims to enforce the terms of this 

Stipulation are not released. 

 5.2 The Proof of Claim and Release to be executed by Class Members shall release all 

Released Claims against the Released Persons and shall be substantially in the form contained in 

Exhibit A-2, attached hereto. 

 5.3 Upon the Effective Date, all Class Members and anyone claiming through or on 

behalf of any of them, will be forever barred and enjoined from commencing, instituting, 

prosecuting or continuing to prosecute any action or other proceeding in any court of law or 

equity, arbitration tribunal, or administrative forum, asserting the Released Claims against any of 

the Released Persons. 

 5.4 Upon the Effective Date, each of the Released Persons shall be deemed to have, 

and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, 

and discharged Lead Plaintiffs, each and all of the Class Members, and Lead Plaintiffs’ counsel 

from all claims (including Unknown Claims) arising out of, relating to, or in connection with the 

institution, prosecution, assertion, settlement or resolution of the Litigation or the Released 

Claims. Claims to enforce the terms of this Stipulation are not released. 

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6. Administration and Calculation of Claims, Final Awards, and Supervision 

and Distribution of the Settlement Fund 

 6.1 The Claims Administrator, subject to such supervision and direction of the Court 

as may be necessary or as circumstances may require, shall administer and calculate the claims 

submitted by Class Members and shall oversee distribution of the Net Class Settlement Fund to 

Authorized Claimants. 

 6.2 The Class Settlement Fund shall be applied as follows: 

 (a) to pay all the costs and expenses reasonably and actually incurred in 

connection with providing notice, locating Class Members, soliciting Class claims, assisting with 

the filing of claims, administering and distributing the Net Class Settlement Fund to Authorized 

Claimants, processing Proof of Claim and Release forms, and paying escrow fees and costs, if 

any; 

 (b) to pay the Taxes and Tax Expenses described in ¶ 3.7 hereof; 

 (c) to pay attorneys’ fees and expenses of Plaintiffs’ counsel (the “Fee and 

Expense Award”), if and to the extent allowed by the Court; and 

 (d) after the Effective Date, and subject to the provisions of ¶ 3.1, to distribute 

the Net Class Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of 

Allocation, or the Court. 

 6.3 After the Effective Date, and in accordance with the terms of the Stipulation, the 

Plan of Allocation, or such further approval and further order(s) of the Court as may be 

necessary or as circumstances may require, the Net Class Settlement Fund shall be distributed to 

Authorized Claimants, subject to and in accordance with the following. 

 6.4 Within ninety (90) days after the dissemination and publication of the Notice or 

such other time as may be set by the Court, each Person claiming to be an Authorized Claimant 

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shall be required to submit to the Claims Administrator a complete Proof of Claim and Release, 

substantially in the form of Exhibit A-2, attached hereto, signed under penalty of perjury and 

supported by such documents as are specified in the Proof of Claim and Release. 

 6.5 Except as otherwise ordered by the Court, all Class Members who fail to 

timely submit a valid Proof of Claim and Release within such period, or such other period 

as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving 

any payments pursuant to the Stipulation and the settlement set forth herein, but will in all other 

respects be subject to and bound by the provisions of the Stipulation, the Releases contained 

herein, and the Judgment. Notwithstanding the foregoing, Lead Counsel shall have the 

discretion to accept late-submitted claims for processing by the Claims Administrator so long as 

the distribution of the Net Class Settlement Fund is not materially delayed thereby. 

 6.6 The Net Class Settlement Fund shall be distributed to the Authorized Claimants 

substantially in accordance with the Plan of Allocation set forth in the Notice and approved by 

the Court. Claims must be at least $10.00 to be eligible for a distribution. If 

there is any balance remaining in the Net Class Settlement Fund after six (6) months from the 

initial date of distribution of the Net Class Settlement Fund (whether by reason of tax refunds, 

uncashed checks or otherwise), Lead Counsel shall, if feasible, reallocate such balance 

among Authorized Claimants in an equitable and economic fashion. Thereafter, any balance 

which still remains in the Net Class Settlement Fund shall be donated to the Wounded Warrior 

Project. 

 6.7 Defendants and their Related Parties shall have no responsibility for, interest in, 

or liability whatsoever with respect to the distribution of the Net Class Settlement Fund, the Plan 

of Allocation, the determination, administration, or calculation of claims, the payment or 

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withholding of Taxes or Tax Expenses, or any losses incurred in connection therewith. No 

Person shall have any claim of any kind against Defendants or their Related Parties with respect 

to the matters set forth in ¶¶ 3.2-3.7 and 6.1-6.6 hereof; and the Class Members, including 

Thurman Ross, Lead Plaintiffs, and Lead Counsel release Defendants and their Related Parties 

from any and all liability and claims arising from or with respect to the investment or distribution 

of the Class Settlement Fund. 

 6.8 No Person shall have any claim against L e a d Plaintiffs, L e a d Plaintiffs’ 

counsel or the Claims Administrator, or any other Person designated by Lead Counsel based 

on distributions made substantially in accordance with the Stipulation and the settlement 

contained herein, the Plan of Allocation, or further order(s) of the Court. 

 6.9 It is understood and agreed by the Settling Parties that any proposed Plan of 

Allocation of the Net Class Settlement Fund including, but not limited to, any adjustments to an 

Authorized Claimant’s claim set forth therein, is not a part of the Stipulation and is to be 

considered by the Court separately from the Court’s consideration of the fairness, 

reasonableness, and adequacy of the settlement set forth in the Stipulation, and any order or 

proceeding relating to the Plan of Allocation shall not operate to terminate or cancel the 

Stipulation or affect the finality of the Court’s Judgment approving the Stipulation and the 

settlement set forth therein, or any other orders entered pursuant to the Stipulation. 

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7. Attorneys’ Fees and Expenses of Plaintiffs’ Counsel 

 7.1 Lead Counsel may submit an application or applications (the “Fee and Expense 

Application”) for: (a) an award of attorneys’ fees; plus (b) expenses incurred in connection with 

prosecuting the Litigation. 

 7.2 The fees and expenses, as awarded by the Court, shall be paid from the Class 

Settlement Fund to Lead Counsel within ten (10) calendar days after the Court executes an order 

awarding such fees and expenses, notwithstanding the existence of any timely filed objections, or 

potential for appeal, subject to the joint and several obligation of Lead Counsel and/or their 

successors to make appropriate refunds or repayments as described in ¶ 7.3. Lead Counsel shall 

allocate the attorneys’ fees among other plaintiffs’ counsel in a manner in which they in good 

faith believe reflects the contributions of such counsel to the initiation, prosecution, and 

resolution of the Litigation. 

 7.3 In the event that the Effective Date does not occur, or the order making the Fee 

and Expense Award is reversed or modified, or the Stipulation is canceled or terminated for any 

other reason, and in the event that the Fee and Expense Award has been paid to any extent, then: 

Lead Counsel with respect to the entire Fee and Expense Award shall within ten (10) business 

days from receiving notice from Defendants’ counsel or from a court of appropriate jurisdiction, 

refund to the Class Settlement Fund such fees and expenses previously paid to them from the 

Class Settlement Fund plus interest thereon at the same rate as earned on the Class Settlement 

Fund in an amount consistent with such reversal or modification. Each such Lead Counsel’s law 

firm receiving fees and expenses, as a condition of receiving such fees and expenses, on behalf 

of itself and each partner and/or shareholder of it, agrees that the law firm and its partners and/or 

shareholders are subject to the jurisdiction of the Court for the purpose of enforcing the 

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provisions of this Paragraph. Without limitation, Lead Counsel agree that the Court may, upon 

application of Defendants and notice to Lead Counsel, summarily issue orders including, but not 

limited to, judgments and attachment orders, and may make appropriate findings of or sanctions 

for contempt, should such law firm fail timely to repay fees and expenses pursuant to this 

Paragraph. 

 7.4 The procedure for and the allowance or disallowance by the Court of any 

applications by any plaintiff’s counsel for attorneys’ fees and expenses to be paid out of the 

Class Settlement Fund are not part of the settlement set forth in the Stipulation, and are to be 

considered by the Court separately from the Court’s consideration of the fairness, 

reasonableness and adequacy of the settlement set forth in the Stipulation, and any order or 

proceeding relating to the Fee and Expense Application or any appeal from any order relating 

thereto or reversal or modification thereof, shall not operate to terminate or cancel the 

Stipulation, or affect or delay the finality of the Judgment approving the Stipulation and the 

settlement of the Litigation set forth therein. 

 7.5 Defendants and their Related Parties shall have no responsibility for any payment 

of attorneys’ fees and expenses to plaintiffs’ counsel over and above the funding of the Class 

Settlement Fund, as required by ¶ 3.1 herein. 

 7.6 Defendants and their Related Parties shall have no responsibility for the allocation 

among plaintiffs’ counsel, and/or any other Person who may assert some claim thereto, of any 

Fee and Expense Award that the Court may make in the Litigation. 

8. Conditions of Settlement, Effect of Disapproval, Cancellation or Termination 

 8.1 The Effective Date of the Stipulation shall be conditioned on the occurrence of all 

of the following events: 

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 (a) Defendants and the Insurers have timely made and/or caused to be made 

their contributions to the Class Settlement Fund and Derivative Settlement Fund, as required by 

¶ 3.1 herein; 

 (b) the Court has entered the Preliminary Approval Order, substantially in the 

form of Exhibit A, attached hereto; 

 (c) the Court has entered the Judgment, or a judgment substantially in the 

form of Exhibit B, attached hereto; and 

 (d) the Judgment has become Final, as defined in ¶ 1.11 herein. 

 8.2 Upon the Effective Date, any and all remaining interest or right of Defendants or 

the Insurers in or to the Class Settlement Fund, if any, shall be absolutely and forever 

extinguished. If the conditions specified in ¶ 8.1 herein are not met, then the Stipulation shall be 

canceled and terminated subject to ¶ 8.4 herein, unless Lead Counsel and Defendants’ counsel 

mutually agree in writing to proceed with the Stipulation. 

 8.3 Defendants shall have the option to terminate the settlement in the event that 

Class Members representing more than a certain percentage of CEC common stock subject to 

this settlement have excluded themselves from the Class, as set forth in a separate agreement (the 

“Supplemental Agreement”) executed between Lead Plaintiffs and Defendants. If the Court 

requires that the Supplemental Agreement be filed, it shall be filed under seal with the Court. 

 8.4 Unless otherwise ordered by the Court, in the event the Stipulation shall 

terminate, or be cancelled, or shall not become effective for any reason, within five (5) business 

days after written notification of such event is sent by counsel for Defendants or Lead Counsel to 

the Escrow Agent, the funds in the Class Settlement Fund, less expenses which have either been 

disbursed pursuant to ¶¶ 3.6 and 3.7 hereof, or are chargeable to the Class Settlement Fund 

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pursuant to ¶¶ 3.6 and 3.7 hereof, shall be refunded by the Escrow Agent directly to the entities 

that provided the funds based on their respective pro rata contribution. The Escrow Agent or its 

designee shall apply for any tax refund owed on the funds in the Class Settlement Fund and pay 

the proceeds, after deduction of any fees or expenses incurred in connection with such 

application(s) for refund, directly to the entities that provided the funds based on their respective 

pro rata contribution to the Class Settlement Fund. 

 8.5 In the event that the Stipulation is not approved by the Court or the settlement set 

forth in the Stipulation is terminated or fails to become effective in accordance with its terms, the 

Settling Parties shall be restored to their respective positions in the Litigation as of October 25, 

2013. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶ 1.1-

1.28, 3.6-3.8, 6.7, 7.3-7.6, 8.4-8.6, and 9.3-9.4, herein, shall have no further force and effect with 

respect to the Settling Parties and shall not be used in this Litigation or in any other proceeding 

for any purpose, and any judgment or order entered by the Court in accordance with the terms of 

the Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification 

or reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount 

of any attorneys’ fees, costs, expenses, and interest awarded by the Court to any of plaintiffs’ 

counsel shall operate to terminate or cancel this Stipulation or constitute grounds for 

cancellation or termination of the Stipulation. 

 8.6 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to 

its terms, neither Lead Plaintiffs nor any of their counsel shall have any obligation to repay any 

amounts disbursed pursuant to ¶¶ 3.6 or 3.7. In addition, any expenses already incurred pursuant 

to ¶¶ 3.6 or 3.7 at the time of such termination or cancellation but which have not been paid, 

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shall be paid by the Escrow Agent in accordance with the terms of the Stipulation prior to the 

balance being refunded in accordance with ¶¶ 3.8 and 8.4 hereof. 

9. Miscellaneous Provisions 

 9.1 The Settling Parties: (a) acknowledge that it is their intent to consummate this 

agreement; and (b) agree to cooperate to the extent reasonably necessary to effectuate and 

implement all terms and conditions of the Stipulation and to exercise their best efforts to 

accomplish the foregoing terms and conditions of the Stipulation. 

 9.2 The Settling Parties intend this settlement to be a final and complete resolution of 

all disputes between them with respect to the Litigation. The settlement compromises claims 

which are contested and shall not be deemed an admission by any Settling Party as to the merits 

of any claim or defense. The Final Judgment will contain a finding that, during the course of the 

Litigation, the Settling Parties and their respective counsel at all times complied with the 

requirements of Federal Rule of Civil Procedure 11. Defendants and Lead Plaintiffs agree that 

the Settlement Amount and the other terms of the settlement were negotiated in good faith by 

Defendants and Lead Plaintiffs, and reflect a settlement that was reached voluntarily after 

consultation with competent legal counsel. The Settling Parties reserve their right to rebut, in a 

manner that such party determines to be appropriate, any contention made in any public forum 

that the Litigation was brought or defended in bad faith or without a reasonable basis. 

 9.3 Neither this Stipulation nor the settlement contained herein, nor any act performed 

or document executed pursuant to or in furtherance of the Stipulation or the settlement: (a) is or 

may be deemed to be or may be used as an admission of, or evidence of, the validity of any 

Released Claim, or of any wrongdoing or liability of Defendants or their respective Related 

Parties; or (b) is or may be deemed to be or may be used as an admission of, or evidence of, any 

fault or omission of any Defendant or their respective Related Parties in any civil, criminal, or 

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administrative proceeding in any court, administrative agency, or other tribunal. Defendants 

and/or their respective Related Parties may file this Stipulation and/or the Judgment from this 

Litigation in any other action that may be brought against them in order to support a defense or 

counterclaim based on principles of res judicata, collateral estoppel, release, good faith 

settlement, judgment bar or reduction, or any theory of claim preclusion or issue preclusion or 

similar defense or counterclaim. 

 9.4 All agreements made and orders entered during the course of the Litigation 

relating to the confidentiality of information shall survive this Stipulation. 

 9.5 All of the Exhibits to the Stipulation are material and integral parts hereof and are 

fully incorporated herein by this reference. 

 9.6 The Stipulation may be amended or modified only by a written instrument signed 

by or on behalf of all Settling Parties or their respective successors-in-interest. 

 9.7 The Stipulation and the Exhibits attached hereto and the Supplemental Agreement 

constitute the entire agreement among the parties hereto and no representations, warranties or 

inducements have been made to any party concerning the Stipulation or its Exhibits other than 

the representations, warranties, and covenants contained and memorialized in such documents. 

Except as otherwise provided herein, each party shall bear its own costs. 

 9.8 Lead Counsel, on behalf of the Class, is expressly authorized by Lead Plaintiffs to 

take all appropriate action required or permitted to be taken by the Class pursuant to the 

Stipulation to effectuate its terms and also are expressly authorized to enter into any 

modifications or amendments to the Stipulation on behalf of the Class which they deem 

appropriate. 

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 9.9 Each counsel or other Person executing the Stipulation or any of its Exhibits on 

behalf of any party hereto warrants that such Person has the full authority to do so. 

 9.10 The Stipulation may be executed in one or more counterparts. All executed 

counterparts and each of them shall be deemed to be one and the same instrument. A complete 

set of original executed counterparts shall be filed with the Court. 

 9.11 The Stipulation shall be binding upon, and inure to the benefits of, the successors 

and assigns of the parties hereto. 

 9.12 The Court shall retain jurisdiction with respect to implementation and 

enforcement of the terms of the Stipulation, and all parties hereto submit to the jurisdiction of 

the court for purposes of implementing and enforcing the settlement embodied in the 

Stipulation. 

 9.13 This Stipulation and Exhibits hereto shall be considered to have been negotiated, 

executed and delivered, and to be wholly performed, in the State of Illinois, and the rights and 

obligations of the parties to the Stipulation shall be construed and enforced in accordance with, 

and governed by, the internal, substantive laws of the State of Illinois without giving effect to 

that State’s choice-of-law principles. 

 IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, 

by their duly authorized attorneys, dated October 25, 2013. 

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INDEX OF EXHIBITS TO STIPULATION OF SETTLEMENT 

DOCUMENT EXHIBIT 

[Proposed] Order Preliminarily Approving A 

Settlement and Providing for Notice 

Notice of Proposed Settlement of Class Action A-1 

Proof of Claim and Release Form A-2 

Summary Notice A-3 

Postcard Notice A-4 

[Proposed] Final Judgment and Order of B 

Dismissal with Prejudice 

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EXHIBIT A

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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

THURMAN ROSS, by and on behalf of 

himself and all others similarly situated, 

Plaintiff, 

v. 

CAREER EDUCATION CORPORATION, 

GARY E. McCULLOUGH and MICHAEL J. 

GRAHAM, 

Defendants. 

No. 12-CV-00276 

Hon. John W. Darrah 

[PROPOSED] ORDER PRELIMINARILY APPROVING 

SETTLEMENT AND PROVIDING FOR NOTICE 

EXHIBIT A 

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WHEREAS, a class action is pending before this Court captioned Ross v. Career 

Education Corporation, et al., No. 1:12-cv-00276 (the “Litigation”); 

WHEREAS, the parties having made application, pursuant to Federal Rule of Civil 

Procedure 23(e), for an order preliminarily approving the settlement of this Litigation, in 

accordance with a Stipulation of Settlement (the “Stipulation”) dated as of October 25, 2013, 

which, together with the Exhibits annexed thereto, set forth the terms and conditions for a 

proposed settlement of the Litigation and for dismissal of the Litigation with prejudice upon the 

terms and conditions set forth therein; and the Court having read and considered the Stipulation 

and the Exhibits annexed thereto; and 

WHEREAS, all defined terms herein have the same meanings as set forth in the 

Stipulation; 

NOW, THEREFORE, IT IS HEREBY ORDERED: 

1. The Court does hereby preliminarily approve the Stipulation and the settlement 

set forth therein, subject to further consideration at the Settlement Hearing described below. 

2. A hearing (the “Settlement Hearing”) shall be held before this Court on 

________________, 2014, at _____ _.m., at the United States District Court for the Northern 

District of Illinois, Eastern Division, Everett McKinley Dirksen United States Courthouse, 

Courtroom 1203, 219 South Dearborn Street, Chicago, Illinois 60604, to determine whether the 

proposed settlement of the Litigation on the terms and conditions provided for in the Stipulation 

is fair, reasonable, and adequate to the Class and should be approved by the Court; whether a 

Judgment as provided in ¶ 1.14 of the Stipulation should be entered; whether the proposed Plan 

of Allocation is fair, reasonable, and adequate and should be approved; and to determine the 

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amount of fees and expenses that should be awarded to Lead Counsel. The Court may adjourn 

the Settlement Hearing without further notice to the Members of the Class. 

3. The Court approves, as to form and content, the Notice of Proposed Settlement of 

Class Action (the “Notice”), the Proof of Claim and Release form (the “Proof of Claim”), the 

Summary Notice, and the Postcard Notice annexed as Exhibits A-1 through A-4 hereto, and finds 

that the dissemination and distribution of the Postcard Notice and publishing of the Summary 

Notice substantially in the manner and form set forth in ¶¶ 4-5 of this Order meet the 

requirements of Federal Rule of Civil Procedure 23 and due process, and is the best notice 

practicable under the circumstances and shall constitute due and sufficient notice to all Persons 

entitled thereto. 

4. Pursuant to Federal Rule of Civil Procedure 23(b)(3), and for purposes of the 

Settlement only, this Litigation is hereby certified as a class action on behalf of all Persons who 

purchased or otherwise acquired the common stock of CEC during the period from February 19, 

2009, through November 21, 2011, inclusive, excluding (a) Defendants; (b) members of the 

immediate family of Defendant Gary E. McCullough; (c) the subsidiaries and affiliates of CEC, 

as these terms are defined by the federal securities laws, including the 401(k) plans of CEC; 

(d) any entity in which any Defendant has a controlling interest; (e) Defendants’ directors’ and 

officers’ liability insurance carriers, and any affiliates or subsidiaries thereof; and (f) the legal 

representatives, heirs, successors, and assigns of any such excluded party. 

5. The Court finds that, for purposes of settlement only, the prerequisites for a class 

action under Federal Rule of Civil Procedure 23(a) and (b)(3) have been satisfied. Specifically, 

the Court finds that: (a) Settlement Class Members are so numerous that joinder of all 

Settlement Class Members in the Litigation is impracticable; (b) there are questions of law and 

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fact common to the Settlement Class; (c) the claims of the Lead Plaintiffs are typical of the 

claims of the Settlement Class; (d) Lead Plaintiffs and Lead Counsel have fairly and adequately 

represented and protected the interests of all Settlement Class Members; (e) questions of law and 

fact common to Settlement Class Members predominate over any questions affecting only 

individual Settlement Class Members; and (f) a class action is superior to other available 

methods for the fair and efficient adjudication of the controversy, considering: (i) the interests of 

Settlement Class Members in individually controlling the litigation of separate actions; (ii) the 

extent and nature of any litigation concerning the controversy already commenced by Settlement 

Class Members; (iii) the desirability or undesirability of continuing the litigation of these claims 

in this particular forum; and (iv) the difficulties likely to be encountered in the management of 

the class action. 

6. The firm of Heffler Claims Group (“Claims Administrator”) is hereby appointed 

to supervise and administer the notice procedure as well as the processing of claims as more fully 

set forth below: 

(a) Within fourteen (14) days of the entry of this Order (the “Notice Date”), 

the Claims Administrator shall cause a copy of the Postcard Notice to be sent to Class Members, 

brokerage firms, and other nominees (“Nominees”) who can be identified with reasonable effort 

as holding or having held CEC common stock for the benefit of a Class Member. The Claims 

Administrator shall instruct the Nominees to either send the Postcard Notice to such Class 

Members promptly after receipt thereof, or send a list of the names and addresses of such Class 

Members to the Claims Administrator, in which event the Claims Administrator promptly shall 

mail the Postcard Notice to such beneficial owners. Reasonable and actual out-of-pocket 

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expenses incurred as a result of the actions taken in accordance with this Paragraph shall be 

reimbursed as provided in the Notice; 

(b) Within fourteen (14) days of the entry of this Order, the Claims 

Administrator shall cause the Summary Notice to be published once in the Investor’s Business 

Daily, or otherwise published as directed by the Court; 

(c) Within fourteen (14) days of the entry of this Order, the Claims 

Administrator shall issue a nationwide press release over the PR Newswire consisting primarily 

or exclusively of the information contained in the Summary Notice; 

(d) On or before the entry of this Order, the Claims Administrator shall cause 

the Settlement Notice, Proof of Claim, Stipulation of Settlement, Plan of Allocation, and any 

other relevant documents to be made available at www.CecSecuritiesLitigation.com, a website 

dedicated solely to the CEC settlement and available to the general public and shall set up a tollfree number for the purpose of answering any questions about the settlement; 

(e) The Claims Administrator shall mail or otherwise distribute the full-length 

Settlement Notice and Proof of Claim to any Class Members who request copies of the 

Settlement Notice and Proof of Claim in response to the Postcard Notice, published Summary 

Notice, press release, or other means. 

(f) At least ten (10) calendar days prior to the Settlement Hearing, Lead 

Counsel shall cause to be served on Defendants’ counsel and filed with the Court proof, by 

affidavit or declaration, of such mailing and publishing. 

7. All Members of the Class who do not make a valid request for exclusion shall be 

bound by all determinations and judgments in the Litigation concerning the settlement, whether 

favorable or unfavorable to the Class. 

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8. Class Members who wish to participate in the settlement shall complete and 

submit Proofs of Claim in accordance with the instructions contained therein. Unless the Court 

orders otherwise, all Proofs of Claim must be postmarked no later than ninety (90) days from the 

Notice Date. No claims less than $10.00 will be processed or distributed. Any Class Member 

who does not timely submit a Proof of Claim within the time provided for shall be barred from 

sharing in the distribution of the proceeds of the Settlement Fund, but will nonetheless be bound 

by the Court’s final judgment and will release his or her claims, unless otherwise ordered by the 

Court. Notwithstanding the foregoing, Lead Counsel may, in their discretion, accept latesubmitted claims for processing by the Claims Administrator so long as distribution of the Net 

Class Settlement Fund is not materially delayed thereby. 

9. Any Member of the Class may enter an appearance in the Litigation, at their own 

expense, individually or through counsel of their own choice. If they do not enter an appearance, 

they will be represented by Lead Counsel. 

10. Any Person falling within the definition of the Class and who purchased or 

otherwise acquired CEC common stock may, upon request, be excluded from the Class. Any 

such Person must submit to the Claims Administrator a request for exclusion (“Request for 

Exclusion”), postmarked no later than ninety (90) days after the Notice Date. To be valid, a 

Request for Exclusion must state all of the information requested by ¶ 2 of Section XII of the 

Notice. All Persons who submit valid and timely Requests for Exclusion in the manner set forth 

in this paragraph shall have no rights under the Stipulation, shall not share in the distribution of 

the Net Class Settlement Fund, and shall not be bound by the Stipulation or the Judgment entered 

in the Litigation. 

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11. Any Member of the Class may appear and show cause, if he, she, or it has any, 

why the proposed settlement of the Litigation should or should not be approved as fair, 

reasonable, and adequate, why a judgment should or should not be entered thereon, why the Plan 

of Allocation should or should not be approved, why attorneys’ fees and expenses should or 

should not be awarded to Lead Counsel for the Plaintiffs, or why the expenses of Plaintiffs 

should or should not be awarded; provided, however, that no Class Member or any other Person 

shall be heard or entitled to contest such matters, unless that Person has delivered by hand or sent 

by First-Class Mail written objections and copies of any papers and briefs such that they are 

received, not simply postmarked, on or before the ninetieth (90th) day after the Notice Date, by 

Jeffrey A. Almeida, Grant & Eisenhofer P.A., 123 Justison St., Wilmington, DE 19801 or James 

M. Hughes, Motley Rice LLC, 28 Bridgeside Blvd., Mt. Pleasant, SC 29464, and filed said 

objections, papers, and briefs with the Clerk of the United States District Court for the Northern 

District of Illinois, Eastern Division, on or before the ninetieth (90th) day after the Notice Date. 

Any Member of the Class who does not make his, her, or its objection in the manner provided 

shall be deemed to have waived such objection and shall forever be foreclosed from making any 

objection to the fairness or adequacy of the proposed settlement as set forth in the Stipulation, to 

the Plan of Allocation, or to the award of attorneys’ fees and expenses to counsel for the 

plaintiffs or expenses of Plaintiffs, unless otherwise ordered by the Court. 

12. All funds held by the respective Escrow Agents shall be deemed and considered 

to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until 

such time as such funds shall be distributed from the Class Settlement Fund pursuant to the 

Stipulation and/or further order(s) of the Court. 

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13. All opening briefs and supporting documents in support of the settlement, the 

Plan of Allocation, and any application by Lead Counsel for the Lead Plaintiffs for attorneys’ 

fees and expenses shall be filed and served by _____________, 2014. Replies to any objections 

shall be filed and served by __________________, 2014. The deadline for filing motions for 

Final Approval of Class Action Settlement and for Attorneys’ Fees and Reimbursement of 

Expenses shall be seven (7) calendar days before the Settlement Hearing. 

14. Neither Defendants and their Related Parties nor Defendants’ counsel shall have 

any responsibility for the Plan of Allocation or any application for attorneys’ fees or expenses 

submitted by Lead Counsel or Plaintiffs, and such matters will be considered separately from the 

fairness, reasonableness, and adequacy of the settlement. 

15. The fees and expenses, as awarded by the Court, shall be paid from the Class 

Settlement Fund to Lead Counsel within ten (10) calendar days after the Court executes an order 

awarding such fees and expenses, notwithstanding the existence of any timely filed objections, or 

potential for appeal, subject to the joint and several obligation of Lead Counsel and/or their 

successors to make appropriate refunds or repayments as described in ¶ 7.3 of the Stipulation. 

Lead Counsel shall allocate the attorneys’ fees among other plaintiffs’ counsel in a manner in 

which they in good faith believe reflects the contributions of such counsel to the initiation, 

prosecution, and resolution of the Litigation. 

16. At or after the Settlement Hearing, the Court shall determine whether the Plan of 

Allocation proposed by Lead Counsel, and any application for attorneys’ fees or payment of 

expenses, shall be approved. The Court may, without further notice to the Class, modify the Plan 

of Allocation. 

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17. All reasonable expenses incurred in identifying and notifying Class Members, as 

well as administering the Class Settlement Fund, shall be paid as set forth in the Stipulation. In 

the event the settlement is not approved by the Court, or otherwise fails to become effective, 

neither Plaintiffs nor any of their counsel shall have any obligation to repay any amounts 

incurred and properly disbursed pursuant to ¶¶ 3.6 or 3.7 of the Stipulation. 

18. Neither the Stipulation, nor any of its terms or provisions, nor any of the 

negotiations or proceedings connected with it, shall be construed as an admission or concession 

by Defendants of the truth of any of the allegations in the Litigation, or of any liability, fault, or 

wrongdoing of any kind. 

19. The Court reserves the right to adjourn the date of the Settlement Hearing without 

further notice to the Members of the Class, and retains jurisdiction to consider all further 

applications arising out of or connected with the proposed settlement. The Court may approve 

the settlement, with such modifications as may be agreed to by the Settling Parties, if 

appropriate, without further notice to the Class. 

20. If the Stipulation and the settlement set forth therein are not approved or 

consummated for any reason whatsoever, the Stipulation and settlement and all proceedings had 

in connection therewith shall be without prejudice to the rights of the Settling Parties status quo 

ante. 

21. Pending final determination of whether the proposed settlement should be 

approved, neither the Plaintiffs nor any Class Member, directly or indirectly, representatively, or 

in any other capacity, shall commence or prosecute against any of the Defendants, any action or 

proceeding in any court or tribunal asserting any of the Released Claims. 

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IT IS SO ORDERED. 

DATED:_______________________ _________________________________________ 

 THE HONORABLE JOHN W. DARRAH 

 UNITED STATES DISTRICT JUDGE 

By: 

 Jay W. Eisenhofer 

 Geoffrey C. Jarvis 

 Jeffrey A. Almeida 

 Christine M. Mackintosh 

 GRANT & EISENHOFER P.A. 

 123 Justison Street 

 Wilmington, DE 19801 

 Telephone: 302.622.7000 

 Facsimile: 302.622.7100 

 Email: gjarvis@gelaw.com 

 jalmeida@gelaw.com 

 cmackintosh@gelaw.com

Co-Lead Counsel for Lead Plaintiffs and 

Counsel for Thurman Ross 

By: 

 Joseph F. Rice 

 James M. Hughes 

 David P. Abel 

 MOTLEY RICE LLC 

 28 Bridgeside Blvd. 

 Mt. Pleasant, SC 29464 

 Telephone: 843.216.9000 

 Facsimile: 843.216.9450 

 Email: jrice@motleyrice.com 

 jhughes@motleyrice.com 

 dabel@motleyrice.com 

Co-Lead Counsel for Lead Plaintiffs

By: 

 Paul E. Slater 

 Scott F. Hessell 

 SPERLING & SLATER, P.C. 

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 55 W. Monroe Street – Suite 3200 

 Chicago, IL 60603 

 Telephone: 312.641.3200 

 Facsimile: 312.641.6492 

 Email: pes@sperling-law.com 

 shessell@sperling-law.com 

 Liaison Counsel for Lead Plaintiffs and Counsel 

 for Thurman Ross 

By: 

 James E. Barz 

 ROBBINS GELLER RUDMAN 

 & DOWD LLP 

 200 South Wacker Dr. 

 Chicago, IL 60606 

 Telephone: 312.674.4674 

 Facsimile: 312.674.4676 

 Email: jbarz@rgrdlaw.com

 Darren J. Robbins 

 Danielle S. Myers 

 ROBBINS GELLER RUDMAN 

 DOWD LLP 

 655 West Broadway, Suite 1900 

 San Diego, CA 92101 

 Telephone: 619.231.1058 

 Facsimile: 619.231.7423 

 Email: drobbins@rgrdlaw.com 

 Additional Counsel for Plaintiffs

 

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By: 

 Lee Ann Russo 

 Daniel E. Reidy 

 Erin L. Shencopp 

 Thomas F. Rybarczyk 

 JONES DAY 

 77 W. Wacker Dr. 

 Chicago, IL 60601-1692 

 Telephone: 312.269.4283 

 Facsimile: 312.782.8585 

 Email: larusso@JonesDay.com 

 dreidy@JonesDay.com

 trybarczyk@JonesDay.com 

 Counsel for Defendant 

 Career Education Corporation

By: 

 Mary Ellen Hennessy 

 Aharon S. Kaye 

 KATTEN MUCHIN ROSENMAN LLP 

 525 West Monroe Street 

 Chicago, IL 60661 

 Telephone: 312.902.5200 

 Facsimile: 312.902.1061 

 Email: maryellen.hennessy@kattenlaw.com 

 aharon.kaye@kattenlaw.com

Counsel for Defendant Gary E. McCullough

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EXHIBIT A-1

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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

THURMAN ROSS, by and on behalf of 

himself and all others similarly situated, 

Plaintiff, 

v. 

CAREER EDUCATION CORPORATION, 

GARY E. McCULLOUGH and MICHAEL J. 

GRAHAM, 

Defendants. 

No. 12-CV-00276 

Hon. John W. Darrah 

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION 

EXHIBIT A-1 

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TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED THE COMMON 

STOCK OF CAREER EDUCATION CORPORATION (“CEC”) DURING THE 

PERIOD FROM FEBRUARY 19, 2009, THROUGH NOVEMBER 21, 2011, 

INCLUSIVE 

 PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR 

RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION. PLEASE NOTE 

THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE 

PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR 

SHARE OF THIS FUND, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND 

RELEASE FORM POSTMARKED ON OR BEFORE __________, 2014. 

This Notice of Proposed Settlement of Class Action (“Notice”) has been sent to you 

pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States 

District Court for the Northern District of Illinois, Eastern Division (the “Court”). The purpose 

of this Notice is to inform you of the proposed settlement of the case captioned Ross v. Career 

Education Corporation, et al., No. 1:12-cv-00276 (the “Litigation”) and of the hearing (the 

“Settlement Hearing”) to be held by the Court to consider the fairness, reasonableness, and 

adequacy of the settlement as set forth in the Stipulation of Settlement between Plaintiffs and 

Defendants (the “Stipulation”) dated as of October 25, 2013, on file with the Court. 

This Notice is not intended to be, and should not be construed as, an expression of any 

opinion by the Court with respect to the truth of the allegations in the Litigation as to any 

Defendant or the merits of the claims or defenses asserted by or against Defendants. This Notice 

is solely to advise you of the proposed settlement of the Litigation and of your rights in 

connection therewith. 

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I. STATEMENT OF PLAINTIFFS’ RECOVERY 

The proposed settlement will result in the creation of a cash settlement fund in the 

principal amount of Twenty Seven Million Five Hundred Thousand Dollars ($27.5 million), plus 

any interest that may accrue thereon (the “Class Settlement Fund”). 

The Class Settlement Fund, subject to deduction for costs of class notice and 

administration, certain taxes and tax related expenses, and for attorneys’ fees and expenses as 

approved by the Court, will be available for distribution to Class Members. Your recovery from 

this Fund will depend on a number of variables, including the amount of CEC common stock 

you purchased or otherwise acquired during the period from February 19, 2009, through 

November 21, 2011, inclusive, and the timing of your purchases and any sales. In the unlikely 

event that 100% of the common stock of CEC purchased or acquired by Class Members and 

entitled to a distribution under the Plan of Allocation described below participate in the 

settlement, the estimated average distribution per share of CEC common stock will be 

approximately 47¢ before deduction of Court-approved fees and expenses. Historically, actual 

claim rates are lower than 100%, resulting in higher per share distributions. 

II. STATEMENT OF POTENTIAL OUTCOME 

Plaintiffs and Defendants do not agree on the average amount of damages per share, if 

any, that would have been recoverable if Plaintiffs were to have prevailed on each claim alleged. 

Defendants deny that they are liable in any respect or that Plaintiffs or the Class suffered any 

injury. The issues on which the parties disagree are many, but include: (1) whether Defendants 

engaged in conduct that would give rise to any liability to the Class under the federal securities 

laws, or any other laws; (2) whether Defendants have valid defenses to any such claims of 

liability; (3) the appropriate economic model for determining the amount by which the prices of 

CEC common stock were allegedly artificially inflated (if at all) during the Class Period; (4) the 

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amount by which the prices of CEC common stock were allegedly artificially inflated (if at all) 

during the Class Period; (5) the effect of various market forces on the prices of CEC common 

stock at various times during the Class Period; (6) the extent to which external factors influenced 

the prices of CEC common stock at various times during the Class Period; (7) the extent to 

which the various matters that Plaintiffs alleged were materially false or misleading influenced 

(if at all) the prices of CEC common stock at various times during the Class Period; and (8) the 

extent to which the various allegedly adverse material facts that Plaintiffs alleged were omitted 

influenced (if at all) the prices of CEC common stock at various times during the Class Period. 

III. REASONS FOR SETTLEMENT 

Plaintiffs believe that the proposed settlement is a good recovery and is in the best 

interests of the Class. Because of the risks associated with continuing to litigate and proceeding 

to trial, there was a danger that the Class would not have prevailed on any of its claims, in which 

case the Class would receive nothing. Also, the amount of damages recoverable by the Class 

was and is challenged by Defendants. Recoverable damages in this case are limited to losses 

caused by conduct actionable under applicable law and, had the Litigation gone to trial, 

Defendants would have asserted that any alleged losses of Class Members were caused by nonactionable market, industry, or general economic factors. Defendants would have also asserted 

that, throughout the Class Period, the uncertainties and risks associated with the purchase of CEC 

common stock were fully and adequately disclosed. Co-Lead Counsel also weighed the fact that 

CEC has been experiencing financial hardship. Thus, there is a real risk that CEC would not 

have the means (or the insurance) to compensate the Class in the future to a greater extent than 

set forth in this Settlement, even if full liability and full damages were established after trial and 

appeals. The proposed settlement provides an immediate benefit to Class Members, and will 

avoid the years of delay that would likely occur in the event of a contested trial and appeals. 

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IV. STATEMENT OF ATTORNEYS’ FEES AND EXPENSES SOUGHT 

Plaintiffs’ counsel have not received any payment for their services in conducting this 

Litigation on behalf of Plaintiffs and the Members of the Class, nor have they been paid for their 

expenses. If the settlement is approved by the Court, Plaintiffs’ counsel will apply to the Court 

for attorneys’ fees of 25% of the Class Settlement Fund and expenses not to exceed $500,000, 

plus interest thereon, to be paid from the Class Settlement Fund. If the amount requested is 

approved by the Court, the approximate recovery is an average of 34¢ per share. This is an 

estimate. 

V. IDENTIFICATION OF ATTORNEYS’ REPRESENTATIVES 

For further information regarding this settlement, you may contact the Claims 

Administrator, Heffler Claims Group, at CEC Securities Litigation, c/o Heffler Claims Group, 

PO Box 58669, Philadelphia, PA 19102, or by phone at 855-887-3479, or a representative of 

Lead Counsel: Jeffrey A. Almeida, Grant & Eisenhofer P.A., 123 Justison St., Wilmington, DE 

19801 and James M. Hughes, Motley Rice LLC, 28 Bridgeside Blvd., Mt. Pleasant, SC 29464. 

VI. NOTICE OF HEARING ON PROPOSED SETTLEMENT 

The Settlement Hearing will be held on ____________, 2014, at ___ _.m., before the 

Honorable John W. Darrah, United States District Judge, or such other judge sitting in his place 

or stead, Courtroom 1203, United States District Court, Northern District of Illinois, Eastern 

Division, Everett McKinley Dirksen United States Courthouse, 219 South Dearborn, Chicago, IL 

60604. The purpose of the Settlement Hearing will be to determine: (1) whether the proposed 

settlement, as set forth in the Stipulation, consisting of Twenty Seven Million Five Hundred 

Thousand Dollars ($27.5 million) in cash should be approved as fair, reasonable, and adequate to 

the Members of the Class; (2) whether the proposed plan to distribute the settlement proceeds 

(the “Plan of Allocation”) is fair, reasonable, and adequate; (3) whether the application by 

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Plaintiffs’ counsel for an award of attorneys’ fees and expenses should be approved; and (4) 

whether the Judgment, in the form attached to the Stipulation, should be entered. The Court may 

adjourn the Settlement Hearing from time to time and without further notice to the Class. 

VII. DEFINITIONS USED IN THIS NOTICE 

As used in this Notice, the following terms have the meanings specified below. Any 

capitalized terms not specifically defined in this Notice shall have the meanings set forth in the 

Stipulation. In the event of any inconsistency between any definition set forth below or 

elsewhere in this Notice and any definition set forth in the Stipulation, the definition set forth in 

the Stipulation shall control. 

1. “Authorized Claimant” means any Class Member whose claim for recovery has 

been allowed pursuant to the terms of the Stipulation. 

2. “Claims Administrator” means the firm of Heffler Claims Group, 1515 Market 

Street, Suite 1700, Philadelphia, PA 19102. 

3. “Class” means all Persons (other than those Persons and entities who timely and 

validly requested exclusion from the Class) who purchased or otherwise acquired the common 

stock of Career Education Corporation during the period from February 19, 2009 through 

November 21,2011, inclusive, excluding (1) the Individual Defendant and his immediate family; 

(2) any entity in which Defendants have or had a controlling interest; (3) officers and directors of 

CEC during the Class Period; and (4) the legal representatives, heirs, successors, or assigns of 

any excluded party. 

4. “Class Member” or “Member of the Class” mean a Person who falls within the 

definition of the Class as set forth in Paragraph 3 above. 

5. “Class Period” means the period commencing on February 19, 2009, through and 

including November 21, 2011. 

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6. “Defendants” means CEC and Gary E. McCullough. A Defendant shall be 

deemed to have a “controlling interest” in an entity if such defendant has a beneficial ownership 

interest, directly or indirectly, in more than 50% of the total outstanding voting power of any 

class or classes of capital stock, or more than 50% of the partnership interests, of such entity. 

7. “Individual Defendant” means Gary E. McCullough. 

8. “Judgment” means the Final Judgment and Order of Dismissal with Prejudice to 

be rendered by the Court. 

9. “Lead Counsel” means Grant & Eisenhofer, P.A. (“Grant & Eisenhofer”), 123 

Justison St., Wilmington, DE 19801, and Motley Rice LLC (“Motley Rice”), 28 Bridgeside Rd., 

Mt. Pleasant, SC 29464. 

10. “Lead Plaintiffs” means KBC Asset Management NV (“KBC”), the Oklahoma 

Police Pension & Retirement System (“OPPRS”), and the Oklahoma Law Enforcement 

Retirement System (“OLERS”). 

11. “Litigation” means the action under case number 1:12-cv-00276. 

12. “CEC” means Career Education Corporation. 

13. “Net Class Settlement Fund” means the Class Settlement Fund less any attorneys’ 

fees, costs, or expenses provided for herein or approved by the Court, and less notice and 

administration costs, Taxes and Tax Expenses, and other Court-approved deductions. 

14. “Person” means an individual, corporation, partnership, limited partnership, 

association, joint stock company, estate, legal representative, trust, unincorporated association, 

government or any political subdivision or agency thereof, and any business or legal entity and 

their spouses, heirs, predecessors, successors, representatives, or assignees. 

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15. “Plaintiffs” means KBC, OPPRS, OLERS, the Public Service Pensions Board, 

and Thurman Ross. 

16. “Plan of Allocation” means a plan or formula of allocation of the Class Settlement 

Fund whereby the Class Settlement Fund shall be distributed to Authorized Claimants after 

payment of expenses of notice and administration of the settlement, Taxes and Tax Expenses, 

and such attorneys’ fees, costs, and expenses as may be awarded by the Court. Any Plan of 

Allocation is not part of the Stipulation and neither Defendants nor their Related Parties shall 

have any responsibility or liability with respect thereto. 

17. “Related Parties” means each Defendant’s past or present directors, officers, 

employees, partners, insurers, co-insurers, reinsurers, controlling shareholders, attorneys, 

accountants or auditors, personal or legal representatives, predecessors, successors, parents, 

subsidiaries, divisions, joint ventures, assigns, spouses, heirs, executors, successors in interest, 

related or affiliated entities, any entity in which a Defendant has a controlling interest, any 

members of the Individual Defendant’s immediate family, or any trust of which the Individual 

Defendant is the settlor or which is for the benefit of the Individual Defendant’s family. 

18. “Released Claims” shall collectively mean any and all claims, demands, rights, 

liabilities, and causes of action of every nature and description whatsoever, known or unknown, 

whether or not concealed or hidden, asserted or that might have been asserted in the Complaint 

or any other pleading or forum, including, without limitation, claims for negligence, gross 

negligence, breach of fiduciary duty, fraud, or violation of any state or federal common or 

foreign law or statutes, rules, or regulations, by Plaintiffs or any Class Member against the 

Released Persons (as defined below) arising out of or based upon both the allegations, 

transactions, facts, matters or occurrences, representations or omissions involved, set forth, or 

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referred to in the Complaint and the purchase or other acquisition of CEC common stock during 

the Class Period and the acts, facts, events, statements or omissions that were or could have been 

alleged in the Litigation. “Released Claims” includes “Unknown Claims” as defined in 

Paragraph 24 hereof. 

19. “Released Persons” means each Defendant and their Related Parties. 

20. “Class Settlement Amount” means Twenty Seven Million Five Hundred 

Thousand Dollars ($27.5 million) in cash. 

21. “Settlement Fund” or “Class Settlement Fund” means the Class Settlement 

Amount plus all interest and accretions thereto and which may be reduced by payments or 

deductions as provided herein or by Court order. 

22. “Settling Parties” means, collectively, Defendants, Plaintiffs, and the Class. 

23. “Tax” or “Taxes” means any and all taxes, fees levies, duties, tariffs, imposts, and 

other charges of any kind (together with any and all interest, penalties, additions to tax and 

additional amounts imposed with respect thereto) imposed by any governmental authority, 

including income tax and other taxes and charges on or regarding franchises, windfall or other 

profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, 

workers’ compensation, unemployment compensation or net worth; taxes or other charges in the 

nature of excise, withholding ad valorem, stamp, transfer, value added or gains taxes; license 

registration and documentation fees; and customs duties, tariffs, and similar charges. 

24. “Unknown Claims” means any Released Claims which Plaintiffs or Class 

Members do not know or suspect to exist in his, her or its favor at the time of the release of the 

Released Persons which, if known by him, her or it, might have affected his, her or its settlement 

with and release of the Released Persons, or might have affected his, her or its decision not to 

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object to this settlement. With respect to any and all Released Claims, the Settling Parties 

stipulate and agree that, upon the Effective Date, Plaintiffs shall expressly waive and each of the 

Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly 

waived the provisions, rights, and benefits of California Civil Code § 1542, which provides: 

A general release does not extend to claims which the creditor does not know 

or suspect to exist in his or her favor at the time of executing the release, 

which if known by him or her must have materially affected his or her 

settlement with the debtor. 

Plaintiffs shall expressly waive and each of the Class Members shall be deemed to have, and by 

operation of the Judgment shall have, expressly waived any and all provisions, rights, and 

benefits conferred by any law of any state or territory of the United States, or principle of 

common law, which is similar, comparable or equivalent to California Civil Code § 1542. 

Plaintiffs and Class Members may hereafter discover facts in addition to or different from those 

which he, she or it now knows or believes to be true with respect to the subject matter of the 

Released Claims, but Plaintiffs shall expressly settle and release and each Class Member, upon 

the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, 

finally, and forever settled and released any and all Released Claims, known or unknown, 

suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, 

which now exist, or heretofore have existed, upon any theory of law or equity now existing or 

coming into existence in the future, including, but not limited to, conduct which is negligent, 

intentional, with or without malice, or a breach of any duty, law or rule, without regard to the 

subsequent discovery or existence of such different or additional facts. Plaintiffs acknowledge, 

and the Class Members shall be deemed by operation of the Judgment to have acknowledged, 

that the foregoing waiver was separately bargained for and a key element of the settlement of 

which this release is a part. 

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VIII. THE LITIGATION 

 The initial complaint in this case, captioned Ross v. Career Education Corp., et al., No. 

12-cv-00276, was filed in the United States District Court for the Northern District of Illinois 

(the “Court”) on January 13, 2012, and assigned to the Honorable Matthew F. Kennelly. On 

March 13, 2012, KBC, OPPRS, and OLERS filed a motion to be appointed lead plaintiffs and for 

approval of their selection of Motley Rice and Grant & Eisenhofer as lead counsel. The same 

day, the Pensions Board also filed a motion to be appointed lead plaintiff and for the approval of 

its selection of Robbins Geller Rudman & Dowd LLP as lead counsel. On March 23, 2012, the 

Court entered a Stipulation and Order appointing KBC, OPPRS, and OLERS to serve as Lead 

Plaintiffs and approving Lead Plaintiffs’ selection of Motley Rice and Grant & Eisenhofer as 

Lead Counsel. 

 On May 3, 2012, the Consolidated Class Action Complaint (the “Complaint”) was filed, 

naming CEC, Gary E. McCullough, and Michael J. Graham as defendants and alleging violations 

of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On June 4, 2012, 

defendants moved to dismiss the Complaint. On October 30, 2012, the Court granted in part and 

denied in part defendants’ motion to dismiss, including dismissing the claims against defendant 

Graham. Thereafter, defendants CEC and Mr. McCullough (collectively, “Defendants”) each 

filed an answer to the Complaint, denying all allegations and asserting defenses thereto. 

 In early 2013, and thereafter, the parties engaged in in-person mediation sessions utilizing 

the services of the Honorable Daniel Weinstein (Ret.), a nationally recognized mediator with 

JAMS, and had various telephonic exchanges regarding a potential settlement of the Litigation. 

By agreement, and with the approval of Judge Weinstein, the parties also utilized the services of 

Jed Melnick, also a nationally recognized mediator with JAMS, as well as a neutral economist to 

address the alleged potential damages of the Class (as defined herein). At a final mediation 

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session held on June 6, 2013, the parties were unable to reach a resolution of the Litigation. On 

June 7, 2013, the mediator made a mediator’s proposal to settle the Litigation for Twenty Seven 

Million Five Hundred Thousand Dollars ($27.5 million). The parties accepted the mediator’s 

proposal to settle the Litigation for that amount on June 12, 2013, subject to the negotiation of 

the terms of a stipulation of settlement and approval by the Court. 

 On October 10, 2013, the parties moved pursuant to Rule 40.4 of the Local Rules to have 

the Litigation reassigned to the Honorable John W. Darrah, before whom an earlier filed, related 

case, Cook v. McCullough, et al., No. 1:11-cv-09119, is pending. On October 17, 2013, the 

Executive Committee of the Court granted the motion and the Litigation was reassigned. 

IX. CLAIMS OF PLAINTIFFS AND BENEFITS OF SETTLEMENT 

Plaintiffs believe that the claims asserted in the Litigation have merit and that the 

evidence developed to date supports the claims. However, Plaintiffs and their counsel recognize 

and acknowledge the expense and length of continued proceedings necessary to prosecute the 

Litigation against Defendants through trial and through appeals. Plaintiffs and their counsel also 

have taken into account the uncertain outcome and the risk of any litigation, especially in 

complex actions such as the Litigation, as well as the difficulties and delays inherent in such 

litigation. Plaintiffs and their counsel also are mindful of the inherent problems of proof under 

and possible defenses to the securities law violations asserted in the Litigation. Co-Lead 

Counsel also weighed the fact that CEC has been experiencing financial hardship, and that there 

is a real risk that CEC would not have the means (or the insurance) to compensate the Class in 

the future to a greater extent than set forth in this Settlement. Lead Plaintiffs and their counsel 

believe that the settlement set forth in the Stipulation confers substantial benefits upon the Class. 

Based on their evaluation, Lead Plaintiffs and their counsel have determined that the settlement 

set forth in the Stipulation is in the best interests of Plaintiffs and the Class. 

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X. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY 

Defendants have denied and continue to deny each and all of the claims alleged by 

Plaintiffs in the Litigation. Defendants expressly have denied and continue to deny all charges of 

wrongdoing or liability against them arising out of any of the conduct, statements, acts or 

omissions alleged, or that could have been alleged, in the Litigation. Defendants also have 

denied and continue to deny, among other allegations, the allegations that the Plaintiffs or the 

Class have suffered any damage, that the prices of CEC common stock were artificially inflated 

by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the Plaintiffs or 

the Class were harmed by the conduct alleged in the Complaint. Defendants believe that the 

evidence developed to date supports their position that they acted properly at all times and that 

the Litigation is without merit. 

Nonetheless, Defendants have concluded that further conduct of the Litigation would be 

protracted and expensive, and that it is desirable that the Litigation be fully and finally settled in 

the manner and upon the terms and conditions set forth in the Stipulation. Defendants also have 

taken into account the uncertainty and risks inherent in any litigation, especially in complex 

cases such as the Litigation. Defendants have, therefore, determined that it is desirable and 

beneficial to them that the Litigation be settled in the manner and upon the terms and conditions 

set forth in the Stipulation. 

XI. TERMS OF THE PROPOSED SETTLEMENT 

A settlement has been reached in the Litigation between Plaintiffs and Defendants, the 

terms and conditions of which are set forth in the Stipulation and the Exhibits thereto. The 

following description of the proposed settlement is only a summary, and reference is made to the 

text of the Stipulation, on file with the Court or accessible at www.CecSecuritiesLitigation.com, 

for a full statement of its provisions. 

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The settlement consists of the aggregate principal amount of Twenty Seven Million Five 

Hundred Thousand Dollars ($27.5 million) in cash, plus any interest earned thereon. A portion 

of the settlement proceeds will be used to pay attorneys’ fees and expenses to Lead Counsel, to 

pay for this Notice and the processing of claims submitted by Class Members, and to pay Taxes 

and Tax Expenses. The balance of the Class Settlement Fund (the “Net Class Settlement Fund”) 

will be distributed, according to the Plan of Allocation described below, to Class Members who 

submit valid and timely Proof of Claim and Release forms. 

The effectiveness of the settlement is subject to a number of conditions and reference to 

the Stipulation is made for further particulars regarding these conditions. 

XII. THE RIGHTS OF CLASS MEMBERS 

If you are a Class Member, you may receive the benefit of, and you will be bound by the 

terms of, the proposed settlement described in this Notice, upon approval of the proposed 

settlement by the Court. 

If you are a Class Member, you have the following options: 

1. You may file a Proof of Claim and Release form as described below. If you 

choose this option, you will share in the proceeds of the proposed settlement if your claim is 

timely, valid, and entitled to a distribution under the Plan of Allocation described below and if 

the proposed settlement is finally approved by the Court, and you will be bound by the Judgment 

and Release to be entered by the Court as described below. 

2. If you purchased or otherwise acquired CEC common stock and you do not wish 

to be included in the Class and you do not wish to participate in the proposed settlement 

described in this Notice, you may request to be excluded. To do so, you must submit a written 

request for exclusion that must be postmarked on or before _____________, 2014. You must set 

forth: (a) your name, address, and telephone number; (b) the number of shares of CEC common 

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stock purchased or otherwise acquired and sold during the Class Period and the dates of such 

purchase(s), acquisition(s), and/or sale(s); and (c) that you wish to be excluded from the Class. 

The exclusion request should be addressed as follows: 

 CEC Securities Litigation 

c/o Heffler Claims Group 

PO Box 58669 

Philadelphia, PA 19102 

__________________________ 

NO REQUEST FOR EXCLUSION WILL BE CONSIDERED VALID UNLESS ALL OF THE 

INFORMATION DESCRIBED ABOVE IS INCLUDED IN ANY SUCH REQUEST. 

If you timely and validly request exclusion from the Class: (a) you are excluded from the 

Class; (b) you will not share in the proceeds of the settlement described herein; (c) you are not 

bound by any judgment entered in the Litigation; and (d) you are not precluded, by reason of 

your decision to request exclusion from the Class, from otherwise prosecuting an individual 

claim, if timely, against Defendants based on the matters complained of in the Litigation. 

3. If you do not make a valid and timely request in writing to be excluded from the 

Class, you will be bound by any and all determinations or judgments in the Litigation in 

connection with the settlement entered into or approved by the Court, whether favorable or 

unfavorable to the Class, and you shall be deemed to have, and by operation of the Judgment 

shall have, fully released all of the Released Claims against the Released Persons, whether or not 

you submit a valid Proof of Claim and Release form. 

4. You may do nothing at all. If you choose this option, you will not share in the 

proceeds of the settlement, but you will be bound by any judgment entered by the Court, and you 

shall be deemed to have, and by operation of the Judgment shall have, fully released all of the 

Released Claims against the Released Persons. 

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5. You may object to the settlement, the Plan of Allocation, and/or the application 

for attorneys’ fees and expenses in the manner described in Section XVIII, below. 

6. If you are a Class Member, you may, but are not required to, enter an appearance 

through counsel of your own choosing and at your own expense, provided that such counsel must 

file an appearance on your behalf on or before _________, 2014, and must serve copies of such 

appearance on the attorneys listed in Section XVIII below. If you do not enter an appearance 

through counsel of your own choosing, you will be represented by Lead Counsel: Grant & 

Eisenhofer P.A., Jeffrey A. Almeida, 123 Justison St., Wilmington, DE 19801 and Motley Rice 

LLC, James M. Hughes, 28 Bridgeside Blvd., Mt. Pleasant, SC 29464. 

XIII. PLAN OF ALLOCATION 

The Net Class Settlement Fund will be distributed to Class Members who, in accordance 

with the terms of the Stipulation, are entitled to a distribution from the Net Class Settlement 

Fund pursuant to any Plan of Allocation or any order of the Court and who submit a valid and 

timely Proof of Claim and Release form under the Plan of Allocation described below. The Plan 

of Allocation provides that you will be eligible to participate in the distribution of the Net Class 

Settlement Fund only if you have an overall net loss on all of your transactions in CEC common 

stock during the Class Period. 

For purposes of determining the amount an Authorized Claimant may recover under the 

Plan of Allocation, Lead Counsel have conferred with their damage expert who concluded that 

only the CEC securities described below were damaged by the matters alleged by Plaintiffs in 

this Litigation and the Plan of Allocation reflects an assessment of the damages that they believe 

could have been recovered by Class Members had Plaintiffs prevailed at trial. 

In the unlikely event there are sufficient funds in the Net Class Settlement Fund, each 

Authorized Claimant will receive an amount equal to the Authorized Claimant’s claim, as 

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defined below. If, however, and as is more likely, the amount in the Net Class Settlement Fund 

is not sufficient to permit payment of the total claim of each Authorized Claimant, then each 

Authorized Claimant shall be paid the percentage of the Net Class Settlement Fund that each 

Authorized Claimant’s claim bears to the total of the claims of all Authorized Claimants. 

Payment in this manner shall be deemed conclusive against all Authorized Claimants. 

A claim will be calculated as follows: 

The allocation below for common stock is based on market adjusted price declines as 

well as the statutory Private Securities Litigation Reform Act of 1995 (“PSLRA”) 90-day 

look-back amount: 

Transaction Period Loss Per Share 

February 19, 2009 – August 3, 2011 $11.70 

August 4, 2011 – November 1, 2011 $9.25 

November 2, 2011 $1.75 

November 3, 2011 – November 18, 2011 $0.32 

November 21, 2011 and after $0.00 

NO CLAIMS OF LESS THAN $10.00 WILL BE PROCESSED OR PAID. 

The Court has reserved jurisdiction to allow, disallow, or adjust the claim of any Class 

Member on equitable grounds. 

Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all 

Authorized Claimants. No Person shall have any claim against the Plaintiffs, Plaintiffs’ counsel, 

the Claims Administrator, or other Person designated by Plaintiffs’ counsel, or Defendants or 

Defendants’ counsel based on distributions made substantially in accordance with the Stipulation 

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17 

and the settlement contained therein, the Plan of Allocation, or further orders of the Court. All 

Class Members who fail to complete and file a valid and timely Proof of Claim and Release form 

shall be barred from participating in distributions from the Net Class Settlement Fund (unless 

otherwise ordered by the Court), but otherwise shall be bound by all of the terms of the 

Stipulation, including the terms of any judgment entered and the releases given. 

XIV. PARTICIPATION IN THE SETTLEMENT 

TO PARTICIPATE IN THE DISTRIBUTION OF THE NET SETTLEMENT 

FUND, YOU MUST TIMELY COMPLETE AND RETURN THE PROOF OF CLAIM 

AND RELEASE FORM THAT ACCOMPANIES THIS NOTICE. The Proof of Claim and 

Release form must be postmarked on or before __________, 2014, and delivered to the Claims 

Administrator at the address set forth in Section XIX, below. Unless the Court orders otherwise, 

if you do not timely submit a valid Proof of Claim and Release form, you will be barred from 

receiving any payments from the Net Class Settlement Fund, but will in all other respects be 

bound by the provisions of the Stipulation and the Judgment. 

XV. DISMISSAL AND RELEASES 

If the proposed settlement is approved, the Court will enter a Final Judgment and Order 

of Dismissal with Prejudice (the “Judgment”). In addition, upon the Effective Date, Plaintiffs 

and each of the Class Members, for themselves and for each of their respective officers, 

directors, shareholders, employees, agents, spouses, subsidiaries, heirs at law, successors and 

assigns, and any other Person claiming (now or in the future) through or on behalf of them, and 

regardless of whether any such Plaintiff or Class Member ever seeks or obtains by any means, 

including, without limitation, by submitting a Proof of Claim and Release form, any distribution 

from the Settlement Fund, shall be deemed to have, and by operation of the Judgment shall have, 

fully, finally, and forever released, relinquished, and discharged all Released Claims against the 

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18 

Released Persons, shall have covenanted not to sue the Released Persons with respect to all such 

Released Claims, and shall be permanently barred and enjoined from instituting, commencing, or 

prosecuting any such Released Claim against the Released Persons except to enforce the releases 

and other terms and conditions contained in the Stipulation or the Judgment entered pursuant 

thereto. 

XVI. APPLICATION FOR FEES AND EXPENSES 

At the Settlement Hearing, Lead Counsel will request the Court to award attorneys’ fees 

of 25% of the Class Settlement Fund, plus expenses not to exceed $500,000. Such sums as may 

be approved by the Court will be paid from the Class Settlement Fund. Class Members are not 

personally liable for any such fees or expenses. 

To date, Plaintiffs’ counsel have not received any payment for their services in 

conducting this Litigation on behalf of Plaintiffs and the Class, nor have counsel been paid their 

expenses. The fee requested by Lead Counsel will compensate counsel for their efforts in 

achieving the Class Settlement Fund for the benefit of the Class, and for their risk in undertaking 

this representation on a wholly contingent basis. Lead Counsel believe that the fee requested is 

well within the range of fees awarded to plaintiffs’ counsel under similar circumstances in other 

litigation of this type. The fee to be requested has been approved by each of the Lead Plaintiffs. 

XVII. CONDITIONS FOR SETTLEMENT 

The settlement is conditioned upon the occurrence of certain events described in the 

Stipulation. Those events include, among other things: (1) entry of the Judgment by the Court, 

as provided for in the Stipulation; and (2) expiration of the time to appeal from the Judgment or 

to move to alter or amend the Judgment, or the determination of any such appeal or motion in a 

manner to permit the consummation of the settlement substantially as provided for in the 

Stipulation. If, for any reason, any one of the conditions described in the Stipulation is not met, 

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19 

the Stipulation might be terminated and, if terminated, will become null and void, and the parties 

to the Stipulation will be restored to their respective positions as of October 25, 2013. In that 

event, the settlement will not proceed and no payments will be made to Class Members. 

XVIII. THE RIGHT TO BE HEARD AT THE HEARING 

Any Class Member who objects to any aspect of the settlement, the Plan of Allocation, or 

the application for attorneys’ fees and expenses, may appear and be heard at the Settlement 

Hearing. Any such Person must submit a written notice of objection, such that it is received, not 

simply postmarked, on or before __________, 2014, by each of the following: 

To the Court: 

 CLERK OF THE COURT 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

EVERETT MCKINLEY DIRKSEN UNITED STATES COURTHOUSE 

219 South Dearborn Street 

Chicago, IL 60604 

To Lead Counsel for Plaintiffs: 

 MOTLEY RICE LLC 

James M. Hughes 

28 Bridgeside Blvd. 

Mt. Pleasant, SC 29464 

GRANT & EISENHOFER P.A. 

Jeffrey A. Almeida 

123 Justison St. 

Wilmington, DE 19801 

To Counsel for CEC: 

 JONES DAY 

Lee Ann Russo 

77 W. Wacker Dr. 

Chicago, IL 60601-1692 

To Counsel for Gary E. McCullough:

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20 

KATTEN MUCHIN ROSENMAN LLP 

Mary Ellen Hennessy 

525 West Monroe Street 

Chicago, IL 60661 

The notice of objection must demonstrate the objecting Person’s membership in the Class, 

including the amount of CEC common stock purchased or acquired and sold during the Class 

Period and contain a statement of the reasons for objection. Only Members of the Class who 

have submitted written notices of objection in this manner will be entitled to be heard at the 

Settlement Hearing, unless the Court orders otherwise. 

XIX. SPECIAL NOTICE TO NOMINEES 

Nominees who purchased or otherwise acquired the common stock of CEC for the 

beneficial interest of other Persons during the Class Period shall, within ten (10) calendar days 

after receipt of this Notice: (1) provide the Claims Administrator with the names and addresses 

of such beneficial owners; or (2) forward a copy of this Notice and the Proof of Claim and 

Release form by First-Class Mail to each such beneficial owner and provide Lead Counsel with 

written confirmation that the Notice and Proof of Claim and Release form have been so 

forwarded. Upon submission of appropriate documentation, Lead Counsel will reimburse your 

reasonable costs and expenses of complying with this provision. Additional copies of this Notice 

may be obtained from the Claims Administrator by writing to: 

 CEC Securities Litigation 

c/o Heffler Claims Group 

PO Box 58669 

Philadelphia, PA 19102 

XX. EXAMINATION OF PAPERS 

This Notice contains only a summary of the terms of the proposed settlement and does 

not describe all of the details of the Stipulation. For a more detailed statement of the matters 

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21 

involved in the Litigation, reference is made to the pleadings, to the Stipulation, and to other 

papers filed in the Litigation, which may be inspected at the office of the Clerk of the Court, 

United States District Court, Northern District of Illinois, Eastern Division, Everett McKinley 

Dirksen United States Courthouse, 219 South Dearborn, Chicago, IL 60604. In addition, certain 

settlement related documents including the Stipulation of Settlement may be viewed at 

www.CecSecuritiesLitigation.com. 

If you have any questions about the settlement of the Litigation, you may contact Lead 

Counsel by writing to: 

 MOTLEY RICE LLC 

James M. Hughes 

28 Bridgeside Blvd. 

Mt. Pleasant, SC 29464 

GRANT & EISENHOFER P.A. 

Jeffrey A. Almeida 

123 Justison St. 

Wilmington, DE 19801 

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE.

DATED: , 2013 BY ORDER OF THE COURT 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

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EXHIBIT A-2 

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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

THURMAN ROSS, by and on behalf of 

himself and all others similarly situated, 

Plaintiff, 

v. 

CAREER EDUCATION CORPORATION, 

GARY E. McCULLOUGH and MICHAEL J. 

GRAHAM, 

Defendants. 

No. 12-CV-00276 

Hon. John W. Darrah 

PROOF OF CLAIM AND RELEASE 

EXHIBIT A-2

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GENERAL INSTRUCTIONS 

To recover as a Member of the Class based on your claims in the action entitled Ross v. 

Career Education Corporation, et al., No. 1:12-cv-00276 (the “Litigation”), you must complete 

and, on page 9 hereof, sign this Proof of Claim and Release form. If you fail to submit a timely 

and properly addressed (as set forth in Paragraph 3 below) Proof of Claim and Release form, 

your claim may be rejected and you may not receive any recovery from the Net Class Settlement 

Fund created in connection with the proposed settlement. 

Submission of this Proof of Claim and Release form, however, does not assure that you 

will share in the proceeds of the settlement of the Litigation. 

YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND 

RELEASE FORM POSTMARKED ON OR BEFORE ________, 2014, ADDRESSED AS 

FOLLOWS: 

CEC Securities Litigation 

c/o Heffler Claims Group 

PO Box 58669 

Philadelphia, PA 19102 

If you are NOT a Member of the Class (as defined in the Notice of Proposed Settlement of Class 

Action (“Notice”)), DO NOT submit a Proof of Claim and Release form. Also, NOTE THAT 

NO CLAIMS FOR LESS THAN $10.00 WILL BE PROCESSED OR PAID. 

If you are a Member of the Class and you did not timely request exclusion in connection 

with the proposed settlement, you are bound by the terms of any judgment entered in the 

Litigation, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A 

PROOF OF CLAIM AND RELEASE FORM. 

CLAIMANT IDENTIFICATION 

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2 

If you purchased or otherwise acquired CEC common stock and held the certificate(s) in 

your name, you are the beneficial purchaser as well as the record purchaser. If, however, you 

purchased or otherwise acquired CEC common stock and the certificate(s) were registered in the 

name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and 

the third party is the record purchaser. 

Use Part I of this form entitled “Claimant Identification” to identify each purchaser of 

record (“nominee”), if different from the beneficial purchaser of the CEC common stock which 

form the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL 

BENEFICIAL PURCHASER(S) OR ACQUIRER(S) OR THE LEGAL REPRESENTATIVE 

OF SUCH PURCHASER(S) OR ACQUIRER(S) OF THE CEC COMMON STOCK UPON 

WHICH THIS CLAIM IS BASED. 

All joint purchasers must sign this claim. Executors, administrators, guardians, 

conservators, and trustees must complete and sign this claim on behalf of persons represented by 

them and their authority must accompany this claim and their titles or capacities must be stated. 

The Social Security (or taxpayer identification) number and telephone number of the beneficial 

owner may be used in verifying the claim. Failure to provide the foregoing information could 

delay verification of your claim or result in rejection of the claim. 

CLAIM FORM 

Use Part II of this form entitled “Schedule of Transactions in CEC Common Stock” to 

supply all required details of your transaction(s) in CEC common stock listed in Part II. If you 

need more space or additional schedules, attach separate sheets giving all of the required 

information in substantially the same form. Sign and print or type your name on each additional 

sheet. 

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3 

On the schedules, provide all of the requested information with respect to all of your 

purchases or acquisitions of CEC common stock which took place at any time from February 19, 

2009, through November 21, 2011, inclusive (the “Class Period”), and all of your sales of CEC 

common stock which took place at any time between February 19, 2009, through November 21, 

2011. 

List each transaction separately and in chronological order, by trade date, beginning with 

the earliest. You must accurately provide the month, day, and year of each transaction you list. 

The date of covering a “short sale” is deemed to be the date of purchase of CEC common 

stock. The date of a “short sale” is deemed to be the date of sale of CEC common stock. 

Copies of broker confirmations or other documentation of your transactions in CEC 

common stock should be attached to your claim. Failure to provide this documentation could 

delay verification of your claim or result in rejection of your claim. 

NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers 

of transactions may request, or may be requested, to submit information regarding their 

transactions in electronic files. All claimants MUST submit a manually signed paper Proof of 

Claim and Release form whether or not they also submit electronic copies. If you wish to file 

your claim electronically, you must contact the Claims Administrator at CEC Securities 

Litigation, c/o Heffler Claims Group, PO Box 58669, Philadelphia, PA 19102 or visit their 

website at www.CecSecuritiesLitigation.com to obtain the required file layout. No electronic 

files will be considered to have been properly submitted unless the Claims Administrator issues 

to the claimant a written acknowledgment of receipt and acceptance of electronically submitted 

data. 

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4 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION 

Ross v. Career Education Corporation, et al. 

No. 1:12-cv-00276 

PROOF OF CLAIM AND RELEASE 

Must be Postmarked No Later Than: 

________, 2014 

Please Type or Print

PART I: CLAIMANT IDENTIFICATION 

 

Beneficial Owner’s Name (First, Middle, Last) 

Street Address 

City State or Province 

Zip Code or Postal Code Country 

Social Security Number or 

Taxpayer Identification Number 

 Individual 

 Corporation/Other 

Area Code Telephone Number (work) 

Area Code Telephone Number (home) 

Record Owner’s Name (if different from beneficial owner listed above) 

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5 

PART II: SCHEDULE OF TRANSACTIONS IN CEC COMMON STOCK 

A. CEC COMMON STOCK 

Number of shares of CEC common stock held at the close of trading on 

February 18, 2009: ______ 

Purchase or acquisitions of CEC common stock (February 19, 2009 – 

November 21, 2011): 

Trade Date 

Month Day Year 

Number of Shares 

Purchased or 

Acquired 

Total Purchase or 

Acquisition Price 

1. 

2. 

3. 

1. 

2. 

3. 

1. 

2. 

3. 

Sales of CEC common stock (February 19, 2009 – November 21, 2011, 

inclusive): 

Trade Date 

Month Day Year 

Number of 

Shares Sold 

Total Sales Price 

1. 

2. 

3. 

1. 

2. 

3. 

1. 

2. 

3. 

If you require additional space, attach extra schedules in the same format as above. Sign 

and print your name on each additional page. NOTE THAT NO CLAIMS LESS THAN $10.00 

WILL BE PROCESSED OR PAID. 

YOU MUST READ AND SIGN THE RELEASE ON PAGE 9. FAILURE TO 

SIGN THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE 

REJECTION OF YOUR CLAIM. 

IV. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS 

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6 

I (We) submit this Proof of Claim and Release under the terms of the Stipulation of 

Settlement described in the Notice. I (We) also submit to the jurisdiction of the United States 

District Court for the Northern District of Illinois, Eastern Division, with respect to my (our) 

claim as a Class Member and for purposes of enforcing the release set forth herein. I (We) 

further acknowledge that I am (we are) bound by and subject to the terms of any judgment that 

may be entered in the Litigation. I (We) agree to furnish additional information to the Claims 

Administrator to support this claim (including transactions in other CEC securities) if requested 

to do so. I (We) have not submitted any other claim covering the same purchases, acquisitions or 

sales of CEC common stock during the Class Period and know of no other person having done so 

on my (our) behalf. 

RELEASE 

I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, 

and forever settle, release, and discharge from the Released Claims each and all of the “Released 

Persons,” defined as each of the Defendants and their Related Parties. “Related Parties” means 

each Defendant’s past or present directors, officers, employees, partners, insurers, co-insurers, 

reinsurers, controlling shareholders, attorneys, accountants or auditors, personal or legal 

representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, 

spouses, heirs, related or affiliated entities, any entity in which a Defendant has a controlling 

interest, any members of the Individual Defendant’s immediate family, or any trust of which the 

Individual Defendant is the settlor or which is for the benefit of the Individual Defendant’s 

family. 

“Released Claims” shall collectively mean any and all claims, demands, rights, liabilities, 

and causes of action of every nature and description whatsoever, known or unknown, whether or 

not concealed or hidden, asserted or that might have been asserted, including, without limitation, 

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7 

claims for negligence, gross negligence, breach of fiduciary duty, fraud, or violation of any state 

or federal common law or statutes, rules, or regulations, by Plaintiffs or any Class Member 

against the Released Persons (as defined above) arising out of or based upon the purchase or 

other acquisition of CEC common stock during the Class Period and the acts, facts, events, 

statements or omissions that were or could have been alleged in the Litigation. “Released 

Claims” includes “Unknown Claims” as defined below. 

“Unknown Claims” means any Released Claims which Plaintiffs or Class Members do 

not know or suspect to exist in his, her or its favor at the time of the release of the Released 

Persons which, if known by him, her or it, might have affected his, her or its settlement with and 

release of the Released Persons, or might have affected his, her or its decision not to object to 

this settlement. With respect to any and all Released Claims, the Settling Parties stipulate and 

agree that, upon the Effective Date, Plaintiffs shall expressly waive and each of the Class 

Members shall be deemed to have, and by operation of the Judgment shall have, expressly 

waived the provisions, rights, and benefits of California Civil Code § 1542, which provides: 

A general release does not extend to claims which the creditor does not know 

or suspect to exist in his or her favor at the time of executing the release, 

which if known by him or her must have materially affected his or her 

settlement with the debtor. 

Plaintiffs shall expressly waive and each of the Class Members shall be deemed to have, and by 

operation of the Judgment shall have, expressly waived any and all provisions, rights, and 

benefits conferred by any law of any state or territory of the United States, or principle of 

common law, which is similar, comparable or equivalent to California Civil Code § 1542. 

Plaintiffs and Class Members may hereafter discover facts in addition to or different from those 

which he, she or it now knows or believes to be true with respect to the subject matter of the 

Released Claims, but Plaintiffs shall expressly settle and release and each Class Member, upon 

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8 

the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, 

finally, and forever settled and released any and all Released Claims, known or unknown, 

suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, 

which now exist, or heretofore have existed, upon any theory of law or equity now existing or 

coming into existence in the future, including, but not limited to, conduct which is negligent, 

intentional, with or without malice, or a breach of any duty, law or rule, without regard to the 

subsequent discovery or existence of such different or additional facts. Plaintiffs acknowledge, 

and the Class Members shall be deemed by operation of the Judgment to have acknowledged, 

that the foregoing waiver was separately bargained for and a key element of the settlement of 

which this release is a part. 

This release shall be of no force or effect unless and until the Court approves the 

Stipulation of Settlement and the Stipulation becomes effective on the Effective Date (as defined 

in the Stipulation). 

4. I (We) hereby warrant and represent that I (we) have not assigned or transferred 

or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to 

this release or any other part or portion thereof. 

5. I (We) hereby warrant and represent that I (we) have included information about 

all of my (our) transactions in CEC common stock which are the subject of this claim, which 

occurred during the Class Period as well as the opening and closing positions in such common 

stock held by me (us) on the dates requested in this claim form. 

I declare under penalty of perjury under the laws of the United States of America that all 

of the foregoing information supplied on this Proof of Claim and Release form by the 

undersigned is true and correct. 

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9 

 Executed this ______ day of ________________________________ 

 (Month/Year) 

in 

 (City) (State/Country) 

 (Sign your name here) 

 (Type or print your name here) 

 (Capacity of person(s) signing, 

e.g., Beneficial Purchaser, Acquirer 

Executor or Administrator) 

ACCURATE CLAIMS PROCESSING TAKES A 

SIGNIFICANT AMOUNT OF TIME. 

THANK YOU FOR YOUR PATIENCE. 

Reminder Checklist: 

Please sign the above release and declaration. 

Remember to attach supporting documentation, if available. 

Do not send original stock certificates. 

Keep a copy of your claim form and all supporting documentation for your records. 

If you desire an acknowledgement of receipt of your claim form, please send it Certified 

Mail, Return Receipt Requested. 

If you move, please send us your new address.

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EXHIBIT A-3 

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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

THURMAN ROSS, by and on behalf of 

himself and all others similarly situated, 

Plaintiff, 

v. 

CAREER EDUCATION CORPORATION, 

GARY E. McCULLOUGH and MICHAEL J. 

GRAHAM, 

Defendants. 

No. 12-CV-00276 

Hon. John W. Darrah 

SUMMARY NOTICE 

EXHIBIT A-3

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TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED THE COMMON 

STOCK OF CAREER EDUCATION CORPORATION (“CEC”) FROM FEBRUARY 

19, 2009, THROUGH NOVEMBER 21, 2011, INCLUSIVE 

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District 

Court for the Northern District of Illinois, that a hearing will be held on ____________, 2014, 

at _.m., before the Honorable John W. Darrah, at the United States District Court, Northern 

District of Illinois, Eastern Division, Everett McKinley Dirksen United States Courthouse, 

Courtroom 1203, 219 South Dearborn Street, Chicago, IL 60604, for the purpose of determining 

(1) whether the proposed settlement of the claims in the Litigation for the principal amount of 

$27,500,000, plus accrued interest, should be approved by the Court as fair, just, reasonable, and 

adequate; (2) whether a Final Judgment and Order of Dismissal with prejudice should be entered 

by the Court dismissing the Litigation with prejudice; (3) whether the Plan of Allocation is fair, 

reasonable, and adequate and should be approved; and (4) whether the application of Lead 

Counsel for the payment of attorneys’ fees in the amount of 25% and expenses not to exceed 

$500,000 in connection with this Litigation should be approved. 

IF YOU PURCHASED OR ACQUIRED ANY OF THE COMMON STOCK OF CEC 

DURING THE PERIOD FROM FEBRUARY 19, 2009, TO NOVEMBER 21, 2011, 

INCLUSIVE, YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF THIS 

LITIGATION. You may obtain copies of a detailed Notice of Proposed Settlement of Class 

Action (“Notice”) and a copy of the Proof of Claim and Release form by writing to CEC 

Securities Litigation, c/o Heffler Claims Group, PO Box 58669, Philadelphia, PA 19102, visiting 

the internet at www.CecSecuritiesLitigation.com, or calling the Claims Administrator at 855-

887-3479. Inquiries other than requests for the above-referenced documents may also be made 

to Plaintiffs’ Lead Counsel: 

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2 

James M. Hughes, Esq. Jeffrey A. Almeida 

Motley Rice LLC Grant & Eisenhofer P.A. 

28 Bridgeside Blvd. 123 Justison St. 

Mt. Pleasant, SC 29464 Wilmington, DE 19801 

(843) 216-9000 (302) 622-7000 

If you are a Class Member, in order to share in the distribution of the Net Class 

Settlement Fund, you must submit a Proof of Claim and Release postmarked no later than 

_____________, 2014, establishing that you are entitled to recovery. NOTE THAT NO 

CLAIMS LESS THAN $10.00 WILL BE PROCESSED OR PAID. 

If you purchased or otherwise acquired CEC common stock and you desire to be 

excluded from the Class, you must submit a request for exclusion postmarked no later than 

___________, 2014, in the manner and form explained in the detailed Notice referred to above. 

All Members of the Class who do not timely and validly request exclusion from the Class will be 

bound by any judgment entered in the Litigation pursuant to the Stipulation of Settlement. 

Any objection to the settlement must be received, not simply postmarked, by each of the 

following recipients no later than _______________, 2014: 

CLERK OF THE COURT 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

EVERETT MCKINLEY DIRKSEN UNITED STATES COURTHOUSE 

219 South Dearborn Street 

Chicago, IL 60604 

Lead Counsel for Plaintiffs: 

MOTLEY RICE LLC 

James M. Hughes 

28 Bridgeside Blvd. 

Mt. Pleasant, SC 29464 

GRANT & EISENHOFER P.A. 

Jeffrey A. Almeida 

123 Justison St. 

Wilmington, DE 19801 

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3 

Counsel for Defendant Career Education Corporation: 

JONES DAY 

Lee Ann Russo 

77 W. Wacker Dr. 

Chicago, IL 60601-1692 

Counsel for Gary E. McCullough:

KATTEN MUCHIN ROSENMAN LLP 

Mary Ellen Hennessy 

525 West Monroe Street 

Chicago, IL 60661 

PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE 

REGARDING THIS NOTICE. If you have any questions about the settlement, you may 

contact Lead Counsel at the address listed above. 

DATED: , 2013 BY ORDER OF THE COURT 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION

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EXHIBIT A-4

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 You have been identified as a potential class member in a securities fraud class action 

against Career Education Corporation (“CEC”) and other persons or entities. You may be 

eligible to receive a payment from a $27.5 million class action settlement in Ross v. Career 

Education Corp., U.S. Dist. Court, N.D. Ill., No. 12-CV-00276. The case involves alleged 

material misrepresentations in violation of the federal securities laws concerning CEC’s 

placement rate reporting. You must submit a Proof of Claim form to share in the settlement 

proceeds. Additional information is contained in a detailed settlement notice (“Settlement 

Notice”). The Proof of Claim form and Settlement Notice are available by visiting 

www.CecSecuritiesLitigation.com or calling or writing the Claims Administrator noted below. 

Class Definition: You are a class member if you purchased or otherwise acquired the 

common stock of CEC between February 19, 2009, and November 21, 2011 (the “Class 

Period”). However, to be eligible to share in the settlement proceeds, a class member must have 

both acquired CEC stock during the Class Period and also continued to hold any of those shares 

through one of the following dates: August 3, November 1, November 2, or November 18, 2011. 

Settlement Amount: $27.5 million. This represents an estimated average recovery of 

47¢ per share, before attorneys’ fees and expenses, based on the estimated number of allegedly 

damaged shares acquired during the Class Period and held through at least one corrective 

disclosure during the Class Period. 

Reasons for Settlement: The parties wish to avoid the costs and risks of continued 

litigation. 

Disagreement on Amount of Damages: The parties do not agree on the average amount 

of damages per share that would be recoverable if Plaintiffs prevailed. The primary issues on 

which the parties disagree include: (1) whether Defendants are liable under the securities laws; 

and (2) the method for determining whether and to what extent CEC shares were damaged. 

Attorneys’ Fees and Expenses: Attorneys for the class will ask the court for attorneys’ 

fees of 25% of the settlement fund, plus reimbursement of out-of-pocket costs (excluding notice 

and claims administration costs, which will be deducted separately from the settlement fund) in 

an amount not to exceed $500,000. These amounts will reduce the per share recovery by an 

estimated 14¢ per damaged share. Attorneys’ fees and costs will be paid out of the settlement 

fund as expenses for investigating the facts, litigating the case, and negotiating the settlement. In 

addition, expenses associated with notice and administration of the Settlement will be incurred in 

an amount not to exceed $785,000. 

Your Options: You can file a claim, object to the settlement (with or without appearing 

at the final approval hearing and with or without hiring your own attorney), exclude yourself 

from the class, or do nothing. No claims for less than $10.00 will be processed or paid. Unless 

you exclude yourself from the class, you will be bound by the settlement and you will release 

any claims you may have against the released parties. More information is contained in the 

Settlement Notice. 

Case: 1:12-cv-00276 Document #: 106 Filed: 10/25/13 Page 117 of 239 PageID #:2298
2 

Deadlines: To file a claim: ________, 2014; to object to the settlement: _______, 2014; 

to request exclusion from the class: _______, 2014; the Court’s hearing on final approval of the 

settlement: ________, 2014. 

Plaintiffs’ Counsels’ Representatives: The Claims Administrator, Heffler Claims 

Group, is available to answer questions concerning the settlement or any matter contained in the 

Settlement Notice. You may contact the Claims Administrator by calling 855-887-3479 or 

writing to: “CEC Securities Litigation, c/o Heffler Claims Group, PO Box 58669, Philadelphia, 

PA 19102.” 

Case: 1:12-cv-00276 Document #: 106 Filed: 10/25/13 Page 118 of 239 PageID #:2299
EXHIBIT B 

Case: 1:12-cv-00276 Document #: 106 Filed: 10/25/13 Page 119 of 239 PageID #:2300
UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

THURMAN ROSS, by and on behalf of 

himself and all others similarly situated, 

Plaintiff, 

v. 

CAREER EDUCATION CORPORATION, 

GARY E. McCULLOUGH and MICHAEL J. 

GRAHAM, 

Defendants. 

No. 12-CV-00276 

Hon. John W. Darrah 

[PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE 

EXHIBIT B 

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This matter came before the Court for hearing pursuant to the Preliminary Approval 

Order dated __________, 2013, on the application of the parties for approval of the settlement 

set forth in the Stipulation of Settlement (the “Stipulation”), dated October 25, 2013. Due and 

adequate notice having been given to the Class as required in said Order, and the Court having 

considered all papers filed and proceedings had herein and otherwise being fully informed in the 

premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED, AND 

DECREED that: 

1. This Judgment incorporates by reference the definitions in the Stipulation, and all 

terms used herein shall have the same meanings as set forth in the Stipulation, unless otherwise 

set forth herein. 

2. This Court has jurisdiction over the subject matter of the Litigation and over all 

parties to the Litigation, including all Members of the Class. 

3. Pursuant to Federal Rule of Civil Procedure 23, the Court hereby approves the 

settlement set forth in the Stipulation and finds that: 

(a) said Stipulation and the settlement contained therein, are, in all respects, 

fair, reasonable, and adequate and in the best interest of the Class; 

(b) there was no collusion in connection with the Stipulation; 

(c) the Stipulation was the product of informed, arm’s-length negotiations 

among competent, able counsel; and 

(d) the record is sufficiently developed and complete to have enabled 

Plaintiffs and Defendants to have adequately evaluated and considered their positions. 

4. Accordingly, the Court authorizes and directs implementation and performance of 

all the terms and provisions of the Stipulation, as well as the terms and provisions hereof. 

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2 

Except as to any individual claim of those Persons (identified in Exhibit 1 attached hereto) who 

have validly and timely requested exclusion from the Class, the Court hereby dismisses the 

Litigation and all Released Claims of the Class with prejudice. The Settling Parties are to bear 

their own costs, except as and to the extent provided in the Stipulation and herein. 

5. Upon the Effective Date, Plaintiffs shall, and each of the Class Members shall be 

deemed to have, and by operation of this Judgment shall have, fully, finally, and forever 

released, relinquished, and discharged all Released Claims against the Released Persons, whether 

or not such Class Member executes and delivers the Proof of Claim and Release form or shares 

in the Class Settlement Fund. Claims to enforce the terms of the Stipulation are not released. 

6. All Class Members are hereby forever barred and enjoined from prosecuting any 

of the Released Claims against any of the Released Persons. 

7. Upon the Effective Date, each of the Released Persons shall be deemed to have, 

and by operation of this Judgment shall have, fully, finally, and forever released, relinquished, 

and discharged Plaintiffs, each and all of the Class Members, and Plaintiffs’ counsel from all 

claims (including Unknown Claims) arising out of, relating to, or in connection with the 

institution, prosecution, assertion, settlement or resolution of the Litigation or the Released 

Claims. Claims to enforce the terms of the Stipulation are not released. 

8. The Notice of Proposed Settlement of Class Action given to the Class, including 

the individual notice to all Members of the Class who could be identified through reasonable 

effort, provided the best notice practicable under the circumstances of the Litigation and of the 

matters set forth therein, including the proposed settlement set forth in the Stipulation, to all 

Persons entitled to such notice, and said notice fully satisfied the requirements of Federal Rule of 

Civil Procedure 23 and the requirements of due process. 

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3 

9. Any Plan of Allocation submitted by Lead Counsel or any order entered regarding 

any attorneys’ fee and expense application shall in no way disturb or affect this Final Judgment 

and shall be considered separate from this Final Judgment. 

10. Neither the Stipulation nor the settlement contained therein, nor any act 

performed or document executed pursuant to or in furtherance of the Stipulation or the 

settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence of, the 

validity of any Released Claim, or of any wrongdoing or liability of Defendants or their 

respective Related Parties; or (b) is or may be deemed to be or may be used as an admission of, 

or evidence of, any fault or omission of any Defendant or their respective Related Parties in any 

civil, criminal, or administrative proceeding in any court, administrative agency, or other 

tribunal. Defendants and/or their respective Related Parties may file the Stipulation and/or this 

Judgment from this action in any other action that may be brought against them in order to 

support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, 

good faith settlement, judgment bar or reduction, or any theory of claim preclusion or issue 

preclusion or similar defense or counterclaim. 

11. Without affecting the finality of this Judgment in any way, this Court hereby 

retains continuing jurisdiction over: (a) implementation of this settlement and any award or 

distribution of the Class Settlement Fund, including interest earned thereon; (b) disposition of the 

Class Settlement Fund; (c) hearing and determining applications for attorneys’ fees, interest, and 

expenses in the Litigation; and (d) all parties hereto for the purpose of construing, enforcing, and 

administering the Stipulation. 

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4 

12. The Court finds that, during the course of the Litigation, the Settling Parties and 

their respective counsel at all times complied with the requirements of Federal Rule of Civil 

Procedure 11. 

13. In the event that the settlement does not become effective in accordance with the 

terms of the Stipulation, or the Effective Date does not occur, or in the event that the Class 

Settlement Fund, or any portion thereof, is returned to CEC and/or Defendants’ insurers, then 

this Judgment shall be rendered null and void to the extent provided by and in accordance with 

the Stipulation and shall be vacated and, in such event, all orders entered and releases delivered 

in connection herewith shall be null and void to the extent provided by and in accordance with 

the Stipulation. 

14. Without further order of the Court, the Settling Parties may agree to reasonable 

extensions of time to carry out any of the provisions of the Stipulation. 

IT IS SO ORDERED. 

DATED:_______________________ _________________________________________ 

 THE HONORABLE JOHN W. DARRAH 

 UNITED STATES DISTRICT JUDGE 

By: 

 Jay W. Eisenhofer 

 Geoffrey C. Jarvis 

 Jeffrey A. Almeida 

 Christine M. Mackintosh 

 GRANT & EISENHOFER P.A. 

 123 Justison Street 

 Wilmington, DE 19801 

 Telephone: 302.622.7000 

 Facsimile: 302.622.7100 

 Email: gjarvis@gelaw.com 

 jalmeida@gelaw.com 

 cmackintosh@gelaw.com

Co-Lead Counsel for Lead Plaintiffs and 

Plaintiff Thurman Ross 

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5 

By: 

 Joseph F. Rice 

 James M. Hughes 

 David P. Abel 

 MOTLEY RICE LLC 

 28 Bridgeside Blvd. 

 Mt. Pleasant, SC 29464 

 Telephone: 843.216.9000 

 Facsimile: 843.216.9450 

 Email: jrice@motleyrice.com 

 jhughes@motleyrice.com 

 dabel@motleyrice.com 

Co-Lead Counsel for Lead Plaintiffs

By: 

 Paul E. Slater 

 Scott F. Hessell 

 SPERLING & SLATER, P.C. 

 55 W. Monroe Street – Suite 3200 

 Chicago, IL 60603 

 Telephone: 312.641.3200 

 Facsimile: 312.641.6492 

 Email: pes@sperling-law.com 

 shessell@sperling-law.com 

 Liaison Counsel for Lead Plaintiffs and Counsel 

 for Thurman Ross 

By: 

 James E. Barz 

 ROBBINS GELLER RUDMAN 

 & DOWD LLP 

 200 South Wacker Dr. 

 Chicago, IL 60606 

 Telephone: 312.674.4674 

 Facsimile: 312.674.4676 

 Email: jbarz@rgrdlaw.com

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6 

 Darren J. Robbins 

 Danielle S. Myers 

 ROBBINS GELLER RUDMAN 

 DOWD LLP 

 655 West Broadway, Suite 1900 

 San Diego, CA 92101 

 Telephone: 619.231.1058 

 Facsimile: 619.231.7423 

 Email: drobbins@rgrdlaw.com 

 Additional Counsel for Plaintiffs

By: 

 Lee Ann Russo 

 Daniel E. Reidy 

 Erin L. Shencopp 

 Thomas F. Rybarczyk 

 JONES DAY 

 77 W. Wacker Dr. 

 Chicago, IL 60601-1692 

 Telephone: 312.269.4283 

 Facsimile: 312.782.8585 

 Email: larusso@JonesDay.com 

 dreidy@JonesDay.com

 trybarczyk@JonesDay.com 

 Counsel for Defendant 

 Career Education Corporation

By: 

 Mary Ellen Hennessy 

 Aharon S. Kaye 

 KATTEN MUCHIN ROSENMAN LLP 

 525 West Monroe Street 

 Chicago, IL 60661 

 Telephone: 312.902.5200 

 Facsimile: 312.902.1061 

 Email: maryellen.hennessy@kattenlaw.com 

 aharon.kaye@kattenlaw.com

Counsel for Defendant 

 Gary E. McCullough

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EXHIBIT 2

Case: 1:12-cv-00276 Document #: 106 Filed: 10/25/13 Page 127 of 239 PageID #:2308
UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

THURMAN ROSS, by and on behalf of 

himself and all others similarly situated, 

Plaintiff, 

v. 

CAREER EDUCATION CORPORATION, 

GARY E. McCULLOUGH and MICHAEL J. 

GRAHAM, 

Defendants. 

No. 12-CV-00276 

Honorable John W. Darrah 

PLAN OF ALLOCATION OF NET SETTLEMENT FUND

I. GENERAL PROVISIONS

A. Definitions: 

1. The term “market loss” means the amount by which the actual purchase or 

acquisition price is greater than the actual sale or holding price of Career 

Education common stock. 

2. The term “market profit” means the amount by which the actual purchase 

or acquisition price is less than the actual sale or holding price of Career 

Education common stock. 

3. The terms “net market loss” and “net market profit” means any market 

loss or profit that occurs from the trading of Career Education common 

stock during the Class Period, as discussed in “Computation Of Net 

Recognized Loss For Each Class Member” below. 

4. The term “Recognized Loss,” as used herein, is not market loss or net 

market loss. Rather, it is a calculation to arrive at a loss figure for 

purposes of calculating an Authorized Claimant’s pro rata participation in 

the Net Settlement Fund as described below. 

5. The term “Net Settlement Fund” means the Settlement Fund less any costs 

associated with notice to the Class and administration of the Settlement, 

any taxes, attorneys’ fees, expert fees, costs, and expenses approved by the 

Court. 

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2 

B. The Class includes: all persons or entities who purchased or otherwise acquired 

the common stock of Career Education between February 19, 2009, through 

November 21, 2011, inclusive (the “Class Period”) and were damaged thereby. 

1. The Class does not include: 

(a) persons or entities who submit valid and timely requests for 

exclusion from the Class in accordance with the procedures 

described in the Notice; 

(b) any of such persons or entities who are (i) Career Education’s 

officers and directors, employees, affiliates, legal representatives, 

heirs, predecessors, successors and assigns, and any entity in which 

they have a controlling interest or of which they are a parent; and 

(ii) all Defendants, their immediate families, employees, affiliates, 

legal representatives, heirs, predecessors, successors and assigns, 

and any entity in which any of them has a controlling interest 

members of the immediate family of the Individual Defendants; 

any parent, subsidiary, affiliate, partner, officer or director of any 

defendant who is not an individual; any entity in which any such 

excluded person has a controlling interest; and the heirs, 

successors, and assigns of any such excluded person or entity. 

C. To Receive a Distribution from the Net Settlement Fund, a Class Member 

MUST: 

1. Establish membership in the Class; that is have purchased Career 

Education common stock during the Class Period and have sustained 

damage as a result of that acquisition; 

2. Have a Recognized Loss as calculated by the claims administrators; 

3. Complete and sign a Proof of Claim form and supply all required 

documentation; and 

4. Submit the completed claim form and documentation so that it is 

postmarked for mailing to, or otherwise actually received by, the Claims 

Administrator Heffler Claims Group postmarked on or before ________, 

_____. 

D. Distributions Will Be Made to Persons Who Purchased or Otherwise 

Acquired Career Education Common Stock During the Class Period 

Lead Plaintiffs’ counsel concluded that persons who purchased or otherwise 

acquired Career Education common stock during the Class Period were damaged 

because the prices of Career Education common stock were artificially inflated. 

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3 

E. Each Proof of Claim Form Must Separately Set Forth: 

1. The claimant’s position in Career Education common stock as of the close 

of trading on February 18, 2009, the day before the first day of the Class 

Period; 

2. Each transaction, i.e., purchase made during the Class Period of Career 

Education common stock, and/or sale made during the Class Period 

through February 17, 2012, in Career Education common stock; and 

3. Each claimant’s position in Career Education common stock as of the 

close of trading on February 17, 2012. 

II. BASIS FOR RECOGNIZED LOSS FOR CLAIMS

A “Recognized Loss” will be calculated for each purchase or acquisition of Career 

Education common stock that occurred during the Class Period, listed in the claim form, and for 

which adequate documentation is provided. 

The Recognized Loss for a claimant’s transactions will be calculated by the Claims 

Administrator in consultation with Lead Counsel in accordance with the provisions of this Plan 

of Allocation. 

A. Computation of Recognized Losses for Common Stock Purchases 

For purposes of developing the Plan of Allocation, Lead Plaintiffs’ consultant relied on 

an expert’s analysis that estimated the amount of Loss Per Share in the daily closing market 

prices for Career Education common stock for each day of the Class Period based on the 

allegations of Lead Plaintiff. In computing the Loss Per Share, Lead Plaintiffs’ expert 

considered price changes of Career Education common stock in reaction to certain public 

announcements regarding Career Education, and adjusted the price changes in Career Education 

common stock for changes that were attributable to market and industry forces. 

B. Use of “FIFO” Methodology for Computation of Recognized Losses for Class 

Members Who Made Multiple Transactions in Career Education Common 

Stock During the Class Period 

For Class members who made multiple purchases or sales of Career Education common 

stock during the Class Period, the earliest subsequent sale shall be matched first against the 

claimant’s closing position the day before the first day of the Class Period, and then matched 

chronologically thereafter against each purchase or acquisition made during the Class Period. 

C. Acquisition by Gift, Inheritance or Operation of Law 

If a Class member acquired Career Education common stock during the Class Period by 

way of gift, inheritance or operation of law, such a claim will be computed by using the date and 

price of the original purchase and not the date and price of transfer. To the extent those shares 

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4 

were originally purchased prior to commencement of the Class Period, the Recognized Loss for 

that acquisition shall be zero. 

D. Payments Less Than $10 

A payment to any Class Member that would amount to less than $10.00 in total will not 

be included in the calculation of the Net Settlement Fund, and no payment to these Class 

Members will be distributed. 

III. CALCULATION OF RECOGNIZED LOSS PER SHARE 

A. Purchases of Career Education Common Stock 

For shares of Career Education common stock purchased during the Class Period, 

and: 

(a) Sold on or before the close of trading on November 18, 2011, the 

Recognized Loss Per Share is the lesser of (but not less than zero): 

(i) the purchase price minus the sale price; or (ii) the Loss Per 

Share at purchase shown in Table A below minus the Loss Per 

Share at sale shown in the Table A below; 

(b) Still held as of the close of business on November 18, 2011, the 

Recognized Loss Per Share is the lesser of (but not less than zero): 

(i) the purchase price minus the PSLRA price on the date of sale 

(or 2/17/2012 if not sold as of 2/17/2012) in Table B below;1

 or (ii) 

the Loss Per Share at purchase shown in Table A below. 

For shares of Career Education common stock purchased on November 21, 2011, 

the Recognized Loss Per Share is $0.00. 

Table A – Common Stock Loss Per Share 

Transaction Period Loss Per Share 

February 19, 2009 – August 3, 2011 $11.70 

August 4, 2011 – November 1, 2011 $9.25 

November 2, 2011 $1.75 

November 3, 2011 – November 18, 2011 $0.32 

November 21, 2011 and after $0.00 

 

1

 The PSLRA limits damages to the purchase price less the average closing price from the dissemination of the 

corrective information through the date of sale (up to 90 days). 

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5 

Table B – Common Stock PSLRA Prices 

Sale 

Date 

PSLRA 

Price 

 Sale 

Date 

PSLRA 

Price 

 Sale 

Date 

PSLRA 

Price 

11/21/2011 $7.21 12/21/2011 $7.02 1/24/2012 $7.85 

11/22/2011 $7.13 12/22/2011 $7.04 1/25/2012 $7.92

11/23/2011 $7.07 12/23/2011 $7.07 1/26/2012 $7.97 

11/25/2011 $7.03 12/27/2011 $7.10 1/27/2012 $8.03

11/28/2011 $7.02 12/28/2011 $7.12 1/30/2012 $8.08 

11/29/2011 $7.00 12/29/2011 $7.15 1/31/2012 $8.12

11/30/2011 $7.01 12/30/2011 $7.17 2/1/2012 $8.18 

12/1/2011 $7.04 1/3/2012 $7.21 2/2/2012 $8.24

12/2/2011 $7.07 1/4/2012 $7.23 2/3/2012 $8.30

12/5/2011 $7.09 1/5/2012 $7.25 2/6/2012 $8.37 

12/6/2011 $7.12 1/6/2012 $7.26 2/7/2012 $8.42 

12/7/2011 $7.14 1/9/2012 $7.29 2/8/2012 $8.47 

12/8/2011 $7.13 1/10/2012 $7.32 2/9/2012 $8.53

12/9/2011 $7.13 1/11/2012 $7.37 2/10/2012 $8.57 

12/12/2011 $7.14 1/12/2012 $7.43 2/13/2012 $8.62

12/13/2011 $7.13 1/13/2012 $7.49 2/14/2012 $8.66 

12/14/2011 $7.11 1/17/2012 $7.54 2/15/2012 $8.70 

12/15/2011 $7.11 1/18/2012 $7.59 2/16/2012 $8.74

12/16/2011 $7.10 1/19/2012 $7.65 2/17/2012 or after $8.79 

12/19/2011 $7.07 1/20/2012 $7.72

12/20/2011 $7.03 1/23/2012 $7.79 

IV. COMPUTATION OF NET RECOGNIZED LOSS FOR EACH CLASS MEMBER

The Recognized Loss with respect to a purchase or acquisition of Career Education 

common stock is calculated by multiplying the number of shares by the appropriate Recognized 

Loss Per Share, as set forth above. The Net Recognized Loss equals the sum of all Recognized 

Losses for all transactions. 

NOTE: ALL MARKET PROFITS SHALL BE SUBTRACTED FROM ALL MARKET 

LOSSES ON ALL TRANSACTIONS IN CAREER EDUCATION COMMON STOCK 

DURING THE CLASS PERIOD TO DETERMINE THE NET MARKET LOSS OF EACH 

CLASS MEMBER. 

For purposes of determining whether a Claimant had a net market profit or suffered a net 

market loss from his, her or its overall transactions in Career Education common stock during the 

Class Period, the Claims Administrator shall: (i) total the amount paid (excluding commissions 

and other charges) for Career Education common stock purchased during the Class Period by the 

Claimant (the “Total Purchase Amount”); (ii) match any sales of Career Education common 

stock during the Class Period first against the Claimant’s opening position in Career Education 

Case: 1:12-cv-00276 Document #: 106 Filed: 10/25/13 Page 132 of 239 PageID #:2313
6 

common stock (the proceeds of those sales will not be considered for purposes of calculating 

gains or losses); (iii) total the amount received (excluding commissions, etc.) for sales of Career 

Education common stock sold during the Class Period (the “Sales Proceeds”); and (iv) assign the 

holding price of $7.21 per share for Career Education common stock (the closing price of Career 

Education common stock on November 21, 2011) for Career Education common stock 

purchased or acquired during the Class Period and still held at the end of the Class Period 

(“Holding Value”). The Total Purchase Amount (i) less the Sales Proceeds (iii) and less the 

Holding Value (iv) will be deemed a Claimant’s net market profit or net market loss (a profit 

occurs if a negative number is calculated) on his, her or its overall transactions Career Education 

common stock during the Class Period. 

IF, DURING THE CLASS PERIOD, A CLASS MEMBER MADE A NET MARKET 

PROFIT IN HIS, HER OR ITS TRANSACTIONS IN CAREER EDUCATION COMMON 

STOCK, THE AMOUNT OF THE CLASS MEMBER’S CLAIM SHALL BE ZERO. 

IF, DURING THE CLASS PERIOD, A CLASS MEMBER HAS A NET MARKET 

LOSS IN HIS, HER OR ITS TRADING IN CAREER EDUCATION COMMON STOCK 

THAT IS LESS THAN HIS, HER OR ITS NET RECOGNIZED LOSS, THE CLASS 

MEMBER’S CLAIM SHALL BE LIMITED TO THE CLASS MEMBER’S NET MARKET 

LOSS. 

V. DISTRIBUTION OF THE NET SETTLEMENT FUND

The Net Recognized Loss will be used for calculating the relative amount of participation 

by authorized claimants in the net settlement fund and does not reflect the actual amount an 

authorized claimant can expect to recover from the Net Settlement Fund. The Net Recognized 

Losses of all Authorized Claimants may be greater than the Net Settlement Fund. In such event, 

each Authorized Claimant shall receive his, her or its pro rata share of the Net Settlement Fund, 

which shall be his, her or its Net Recognized Loss divided by the total of all Net Recognized 

Losses to be paid, multiplied by the total amount in the Net Settlement Fund. 

Dated: October 25, 2013 Respectfully submitted, 

Jay W. Eisenhofer Joseph F. Rice 

Geoffrey C. Jarvis James M. Hughes 

Jeff A. Almeida David P. Abel 

Christine M. Mackintosh Meghan S. B. Oliver 

GRANT & EISENHOFER P.A. MOTLEY RICE LLC 

123 Justison Street 28 Bridgeside Blvd. 

Wilmington, DE 19801 Mt. Pleasant, SC 29464 

Telephone: (302) 622-7000 Telephone: (843) 216-9000

Facsimile: (302) 622-7100 Facsimile: (843) 216-9450

Co-Lead Counsel for Lead Plaintiffs Co-Lead Counsel for Lead Plaintiffs 

and Counsel for Thurman Ross

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7 

/s/ Paul E. Slater

Paul E. Slater (ARDC 2630567) James E. Barz (ARDC 6255605) 

SPERLING & SLATER, P.C. ROBBINS GELLER RUDMAN

55 West Monroe Street & DOWD LLP

Suite 3200 200 South Wacker Drive, 31st Floor 

Chicago, IL 60603 Chicago, IL 60606 

Telephone: (312) 641-3200 Telephone: (312) 674-4673 

Facsimile: (312) 641-6492 Facsimile: (312) 674-4676 

Liaison Counsel for Lead Plaintiffs Additional Counsel for Plaintiffs 

and Counsel for Thurman Ross

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EXHIBIT 3

Case: 1:12-cv-00276 Document #: 106 Filed: 10/25/13 Page 135 of 239 PageID #:2316
SHAREHOLDER AND

SECURITIES FRAUD

RESUME

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INTRODUCTION:

Motley Rice LLC (“Motley Rice”) is led by lawyers who received 

their training and trial experience in complex litigation involving 

in-depth investigations, discovery battles and multi-week trials. 

From asbestos and tobacco to counter-terrorism and human 

rights cases, Motley Rice attorneys have shaped developments 

in U.S. jurisprudence over several decades. Shareholder 

litigation has earned an increasing portion of our firm’s focus 

in recent years as threats to global retirement security have 

increased. Motley Rice seeks to create a better, more secure 

future for pensioners, unions, government entities and 

institutional investors through improved corporate governance 

and accountability.

APPROACH TO SECURITIES LITIGATION 

As concerns about our global financial system have intensified, 

so has our focus on securities litigation as a practice area. As 

one presenter at the 2009 International Foundation of Employee 

Benefit Plans annual conference noted, “2008 likely will go down 

in history as one of the worst years for retirement security in the 

United States.”

Our securities litigation philosophy is straightforward – obtain 

the best possible results for our clients and any class of investors 

we represent. Unlike some other firms, we are extremely 

selective about the cases that we recommend our clients pursue, 

recognizing that many securities fraud class action cases filed 

each year are unworthy of an institutional investor’s involvement 

for a variety of reasons. 

Our attorneys have substantial experience analyzing securities 

cases and advising institutional investor clients, whether to seek 

lead-plaintiff appointment (alone or with a similarly-minded 

group), remain an absent class member, or consider an opt-out 

case based on the particular factual and legal circumstances of 

the case. 

When analyzing new filings, our attorneys draw upon their 

securities, business, and litigation experience, which is 

supplemented by our in-house team of paralegals and business 

analysts. In addition, the firm has developed close working 

relationships with widely-respected forensic accountants and 

expert witnesses, whose involvement at the earliest stages of 

complex cases can be critical to determining the best course 

of action. If Motley Rice believes that a case deserves an 

institutional investor’s involvement, we provide our clients with a 

detailed written analysis of potential claims and loss-recoupment 

strategies. 

Motley Rice attorneys have secured important corporate 

governance reforms and returned money to shareholders in 

shareholder derivative cases, served as lead or co-lead counsel 

in several significant, multi-million dollar securities fraud class 

actions, and taken leadership roles in cases involving fiduciaries 

who failed to maximize shareholder value and fulfill disclosure 

obligations in a variety of merger and acquisition cases. 

Founded as a trial lawyers’ firm with a complex litigation focus by Ron Motley, 

Joe Rice and nearly 50 other lawyers, Motley Rice LLC has become one of the 

nation’s largest plaintiffs’ law firms. 

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2 Motley Rice LLC • Attorneys at Law 

BACKGROUND: 

BACKGROUND IN COMPLEX LITIGATION

Asbestos Litigation

From the beginning, our lawyers were integral to the story of 

how “a few trial lawyers and their asbestos-afflicted clients 

came out . . . to challenge giant asbestos corporations and 

uncover the greatest and longest business cover-up of an 

epidemic disease, caused by a product, in American history.”1

Motley Rice has represented numerous public entities in 

asbestos cases, including Canadian provincial compensation 

boards in subrogation actions and many state subdivisions in 

property-damage cases. Our attorneys have litigated claims 

alleging various insurers of asbestos defendants engaged in 

unfair settlement practices in connection with the resolution 

of underlying asbestos personal injury claims. This litigation 

resulted in, among other things, an eleven-state settlement 

with Travelers Insurance Company, which is presently working 

its way through the appellate process. 

Tobacco Master Settlement Agreement

In the 1990s, Motley Rice attorneys took on the tobacco 

industry. Armed with evidence acquired from whistleblowers, 

individual smokers’ cases and tobacco liability class actions, 

the attorneys led the campaign of 26 states’ attorneys general to 

recoup state healthcare funds and exact marketing restrictions 

from cigarette manufacturers. Through the litigation, “a 

powerful industry was forced by U.S. courts to reveal its 

internal documents, documents that explain what nine tobacco 

companies knew, when they knew it and what they concealed 

from the public about their dangerous product.”2 The effort 

resulted in significant restrictions on cigarette marketing to 

children and culminated in the $246 billion Master Settlement 

Agreement, the largest civil settlement in U.S. history.

Anti-Terrorism and Human Rights

At the request of victims’ families and survivors of the 9/11 

terrorist attacks, our attorneys initiated legal action against 

the airline industry for security lapses in In re September 11 

Litigation, representing 56 families that opted out of the Victim 

Compensation Fund in the hope of gaining fuller answers and 

obtaining greater accountability. The resulting settlements 

shattered a settlement matrix developed and utilized for 

decades. The family in the last remaining case, Bavis v. United 

Airlines, reached a settlement agreement in September 2011, 

bringing to an end nearly a decade of wrongful death litigation 

in connection with the attacks. 

In In re Terrorist Attacks on September 11, 2001, Motley Rice 

attorneys brought a landmark lawsuit against the alleged 

private and state sponsors of al Qaeda and Osama bin Laden 

in an action filed on behalf by more than 6,500 family members, 

survivors, and those killed on 9/11, including more than 

1,000 firefighters. Motley Rice has since undertaken a global 

investigation into terrorism financing, and, in keeping with our 

“no stone left unturned” discovery philosophy, spent more in 

the first 18 months of our investigation of al Qaeda’s financing 

than the $15 million budgeted by the U.S. Congress for the 

entire 9/11 Commission.

BP PLC Oil Spill Litigation

In April 2010, the Deepwater Horizon disaster spilled 

approximately 4.9 million gallons of oil into the water, killed 11 

oil rig workers, devastated our nation’s natural resources and 

profoundly harmed the economic and emotional well-being 

of hundreds of thousands of people. The Deepwater Horizon 

Economic and Property Damages Settlement is the largest civil 

class action settlement in U.S. history and will provide billions of 

dollars to resolve eligible claims. Motley Rice co-founder Joseph 

Rice, a PSC member, served as one of the primary negotiators 

of the Settlement, and many other of the firm’s attorneys played 

central roles in the negotiation process and the development of 

the Medical Benefits Settlement.

1

Ralph Nader, commenting on the story told by the book Outrageous Misconduct. 2

World Health Org., The Tobacco Industry Documents: What They Are, What They Tell Us, and How to Search Them, at 1 

(July 2004), available at http://www.who.int/tobacco/communications/TI_manual_content.pdf. As explained in this guide, 

documents obtained by Motley Rice lawyers during the state of Mississippi’s lawsuit against the industry comprise a distinct 

54,000-document collection. Id. at 21. 

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Securities Fraud Class Actions

Alaska Electrical Pension Fund v. Pharmacia Corp., No. 03-

1519 (D.N.J.). Motley Rice served as co-class counsel in 

federal securities fraud litigation alleging that the defendants 

misrepresented clinical trial results of Celebrex® to make its 

safety profile appear better than rival drugs. In January 2013, the 

lawsuit settled in mediation for $164 million.

Minneapolis Firefighters’ Relief Association v. Medtronic, Inc., 

No. 08-6324 (PAM/AJB) (D. Minn.). Motley Rice is co-lead counsel 

for a class of investors who purchased Medtronic common stock 

in this case that survived the defendants’ motion to dismiss. The 

suit alleges that Medtronic engaged in a pervasive campaign of 

illegal off-label marketing in which the company advised doctors 

to use Medtronic’s Infuse Bone Graft in ways not FDA-approved, 

leading to severe complications in patients. Medtronic’s stock 

price dropped significantly after investors learned that the FDA 

and Department of Justice were investigating Medtronic’s offlabel marketing. The $85 million settlement was approved on 

Nov. 8, 2012.

South Ferry LP #2 v. Killinger, No. C04-1599C-(W.D. Wash.) 

(regarding Washington Mutual). Motley Rice served as co-lead 

counsel on behalf of a class of investors who purchased WaMu 

common stock between April 15, 2003, and June 28, 2004. The suit 

alleged that WaMu misrepresented its ability to hedge risk and 

withstand changes in interest rates, as well as its integration of 

differing technologies resulting from various acquisitions. The 

Court granted class certification in January 2011 and approved 

the $41.5 million settlement on June 5, 2012. 

In re Dell, Inc. Securities Litigation, No. A-06-CA-726-SS (W.D. 

Tex.). Motley Rice was appointed lead counsel for the lead 

plaintiff, Union Asset Management Holding AG, which sued 

on behalf of a class of purchasers of Dell common stock. 

The suit alleged that Dell and certain senior executives lied 

to investors and manipulated financial announcements to 

meet performance objectives that were tied to executive 

compensation. The defendants’ alleged fraud ultimately caused 

the price of Dell’s stock to decline by over 40 percent. After the 

case was dismissed by the district court, Motley Rice attorneys 

launched an appeal to the Fifth Circuit Court of Appeals. After 

fully briefing the case and oral arguments, the parties settled 

the case for $40 million. 

In re MBNA Corporation Securities Litigation, No. 05-CV-00272-

GMS (D. Del.). Motley Rice served as co-lead counsel on behalf 

of investors who purchased MBNA common stock. The suit 

alleged that MBNA manipulated its financial statements in 

violation of GAAP, and MBNA executives sold over one million 

shares of stock based on inside information for net proceeds 

of more than $50 million, knowing these shares would drop in 

value once MBNA’s true condition was revealed to the market. 

The case was settled with many motions pending. The $25 

million settlement was approved on October 6, 2009.

In re NPS Pharmaceuticals, Inc. Securities Litigation, No. 

2:06-cv-00570-PGC-PMW (D. Utah). Motley Rice represented the 

lead plaintiff as sole lead counsel in a class action brought on 

behalf of stockholders of NPS Pharmaceuticals, Inc., concerning 

the drug PREOS. NPS claimed that PREOS would be a “billion 

dollar drug” that could effectively treat “millions of women 

around the world who have osteoporosis.” The complaint 

alleged fraudulent misrepresentations regarding PREOS’s 

efficacy, market potential, prospects for FDA approval and 

dangers of hypercalcimic toxicity. The case settled after the lead 

plaintiff moved for class certification and the parties engaged 

in document production and protracted settlement negotiations. 

The $15 million settlement was approved on June 18, 2009.

In re Citigroup Inc. Securities Litigation, No. 07 Civ. 9901 (SHS) 

(DCF) (S.D.N.Y.). Motley Rice serves as co-counsel in this 

securities fraud action alleging that Citigroup responded to the 

widely-known financial crisis by concealing both the extent of its 

ownership of toxic assets—most prominently, collateralized debt 

obligations (CDO) backed by nonprime mortgages—and the 

risks associated with them. By alleged misrepresentations and 

omissions of what amounted to more than two years of income 

and an entire significant line of business, Citigroup allegedly 

artificially manipulated and inflated its stock prices throughout 

the class period. Citigroup’s alleged actions caused its stock 

price to trade in a range of $42.56 to $56.41 per share for most 

of the class period. These disclosures helped place Citigroup 

in serious danger of insolvency, a danger that was averted only 

through a $300 billion dollar emergency government bailout. On 

August 1, 2013, the Court approved the settlement resolving all 

claims in the Citigroup action in exchange for payment of $590 

million for the benefit of the class.

Cornwell v. Credit Suisse Group, No. 08 Civ. 3758 (VM) (S.D.N.Y.). 

Motley Rice served as co-counsel in an action against Credit 

Suisse Group alleging the defendants issued materially false 

and misleading statements regarding the company’s business 

and financial results and failed to write down impaired securities 

containing mortgage-related debt. Subsequently, Credit 

Suisse’s stock price relative to other market events declined 2.83 

percent when impaired securities came to light. A $70 million 

settlement was approved in July 2011.

In re Forest Laboratories, Inc. Securities Litigation, 

No. 05 Civ. 2827 (RMB) (S.D.N.Y.). Motley Rice represented PIUMPF 

in a securities fraud class action alleging that the company and 

its officers misrepresented the safety, efficacy, and side effects 

of several drugs. Motley Rice, in cooperation with other class 

counsel, helped the parties reach a $65 million settlement that 

was approved on May 15, 2009.

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In re Molson Coors Brewing Co. Securities Litigation, No. 1:05-

cv-00294 (D. Del.). Motley Rice served as co-lead counsel for 

co-lead plaintiffs Drywall Acoustic Lathing and Insulation Local 

675 Pension Fund and Metzler Investment GmbH in litigation 

against Molson Coors Brewing Co. and several of its officers 

and directors. The lawsuit alleged that, following the February 

9, 2005, merger of Molson, Inc. and the Adolph Coors Company, 

the defendants fraudulently misrepresented the financial and 

operational performance of the combined company prior 

to reporting a net loss for the first quarter of 2005. Following 

protracted negotiations, the parties reached a $6 million 

settlement in May 2009.

Marsden v. Select Medical Corporation, No. 04-cv-4020 (E.D. Pa.). 

Motley Rice served as co-lead counsel on behalf of stockholders 

of Select Medical, a healthcare provider specializing in longterm care hospital facilities. The suit alleged that Select 

Medical exploited its business structure to improperly 

maximize Medicare reimbursements, misled investors and that 

the company’s executives engaged in massive insider trading 

for proceeds of over $100 million. A $5 million settlement was 

reached and approved on April 15, 2009.

Welmon v. Chicago Bridge & Iron Co., N.V., No. 06-CV-01283 

(JES) (S.D.N.Y). Motley Rice represented the co-lead plaintiff 

in this case that alleged that the defendants issued numerous 

materially false and misleading statements which caused CB&I’s 

securities to trade at artificially inflated prices. The litigation 

resulted in a $10.5 million settlement that was approved on June 

3, 2008.

City of Brockton Retirement System v. Avon Products, Inc., No. 

11 Civ. 4665 (PGG) (S.D.N.Y.). Motley Rice serves as lead counsel 

representing lead plaintiffs, as well as the City of Brockton 

Retirement System, in this class action on behalf of all persons 

who acquired Avon common stock between July 31, 2006 and 

Oct. 26, 2011. The action alleges that the defendants falsely 

assured investors they had effective internal controls and 

accounting systems, as required under the Foreign Corrupt 

Practices Act (FCPA). In October 2008, Avon disclosed that 

it had begun an investigation into possible FCPA violations 

in China in June 2008. The action alleges that, unbeknownst 

to investors, Avon had an illegal practice of paying bribes in 

violation of the FCPA extending as far back as 2004 and which 

continued even after its October 2008 disclosure. Despite its 

certifications of the effectiveness of its internal controls, Avon’s 

internal controls were allegedly severely deficient, allowing the 

company to engage in millions of dollars of improper payments 

in more than a dozen countries. This case is ongoing.

Hill v. State Street Corporation, No. 09-cv-12146-NG (D. Mass.). 

Motley Rice represents institutional investors as co-lead 

counsel against State Street. The action alleges that State 

Street defrauded institutional investors – including the state 

of California’s two largest pension funds, California Public 

Employees’ Retirement System (CalPERS) and California State 

Teachers’ Retirement System (CalSTRS) – by overcharging 

them for foreign exchange trades. The action also alleges that 

State Street misled investors about the quality of its portfolio of 

mortgage-backed securities. On Aug. 3, 2011, the U.S. District 

Court for the District of Massachusetts denied the defendants’ 

motion to dismiss, and the case is currently in discovery.

In re Synovus Financial Corp., No. 1:09-cv-01811 (N.D. Ga.). 

Motley Rice and our client, Sheet Metal Workers’ National 

Pension Fund, serve as court-appointed co-lead counsel and 

co-lead plaintiff for investors in Synovus Financial Corp. The 

lawsuit alleges that the bank artificially inflated its stock price 

by concealing its troubled lending relationship with the Sea 

Island Company, a resort real estate and hospitality company to 

whom Synovus allegedly made hundreds of millions of dollars 

of “insider loans” with “little more than a handshake” facilitated 

by personal relationships among certain senior executives and 

board members. On March 23, 2012, the federal court denied the 

defendants’ motion to dismiss and the plaintiffs moved to certify 

the case as a class action.

Bennett v. Sprint Nextel Corporation, No. 2:09-cv-02122-EFMKMH (D. Kan.). As co-lead counsel, we represent the PACE Industry 

Union-Management Pension Fund (PIUMPF) and several other 

institutional investors who purchased Sprint Nextel common 

stock. The class action complaint alleges that the defendants 

made materially false and misleading statements regarding 

Sprint’s business and financial results. As a result, it is alleged that 

Sprint stock traded at artificially inflated prices during the class 

period and that, when the market learned the truth, the value of 

Sprint’s shares plummeted. The court denied the defendants’ 

motion to dismiss in its entirety in 2011, and the action is currently 

in discovery.

In re UBS AG Securities Litigation, No.07 Cov. 11225 (RJS) 

(S.D.N.Y.). Motley Rice serves as co-lead counsel on behalf 

of purchasers of UBS common stock. The suit alleges that 

UBS knowingly invested in risky mortgage-backed securities 

during a steep decline in the mortgage industry and in direct 

contravention of its risk management policies and public 

representations. In addition, plaintiffs allege that UBS’s senior 

executives continued to deceive its shareholders and make 

material misrepresentations after it learned that its $100 billion 

mortgage-backed asset portfolio was significantly overvalued. 

A motion to dismiss was granted in 2012. An appeal was filed on 

Feb. 8, 2013, and the case is ongoing.

City of Sterling Heights General Employees’ Retirement System 

v. Hospira, Inc., No. 11 C 8332 (N.D. Ill.). Motley Rice serves as colead counsel in this class action that was filed on behalf of all 

persons who purchased or acquired common stock of Hospira 

between March 24, 2009, and Oct. 17, 2011, and alleges that, 

during the class period, the defendants knew (but concealed 

from the investing public) that Hospira suffered from extensive 

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quality control problems that undermined the viability and 

touted benefits of its new growth strategy called “Project 

Fuel.” The defendants also allegedly failed to disclose the 

extent of Hospira’s inability to comply with problems identified 

in the FDA’s Warning Letters regarding the company’s quality 

controls, manufacturing processes and infusion pumps. As a 

result of the defendants’ alleged wrongful acts and the decline 

in the market value of the company’s stock, Hospira investors 

suffered significant losses. The litigation is in the discovery 

phase.

Shareholder Derivative Litigation

Manville Personal Injury Settlement Trust v. Gemunder, No. 10-

CI-01212 (Ky. Cir. Ct.) (regarding Omnicare, Inc.). On April 14, 

2010, Motley Rice filed a shareholder derivative complaint on 

behalf of plaintiff Manville Personal Injury Settlement Trust. 

Plaintiff’s claims stem from a November 3, 2009, announcement 

by the U.S. Department of Justice that Omnicare, Inc. had agreed 

to pay $98 million to settle state and federal investigations 

into three kickback schemes through which the company paid 

or solicited payments in violation of state and federal antikickback laws. The court denied the defendants’ motions to 

dismiss in their entireties on April 27, 2011. The defendants 

sought an interlocutory appeal, which was denied on October 

6, 2011. Following significant discovery, which included 

plaintiff’s counsel’s review and analysis of literally millions 

of pages of documents, the parties reached agreement on a 

settlement. Under the settlement, a $16.7 million fund will be 

created to be used over a four year period by Omnicare to fund 

certain corporate governance measures and provide funding 

for the company’s compliance committee in connection with 

the performance of its duties. Additionally, the settlement calls 

for Omnicare to adopt and/or maintain corporate governance 

measures relating to, among other things, employee training 

and ensuring the appropriate flow of information to the 

compliance committee. On August 9, 2013, the court granted 

preliminary approval to the settlement. A final settlement 

approval hearing is scheduled for October 28, 2013.

Service Employees International Union v. Hills, No. A0711383 (Ohio 

Ct. Com. Pl.) (regarding Chiquita Brands International, Inc.). In 

this shareholder derivative litigation, SEIU retained Motley Rice 

to bring an action on behalf of Chiquita Brands International. 

The plaintiff alleged that the defendants breached their fiduciary 

duties by paying bribes to terrorist organizations in violation of 

U.S. and Columbian law. In October 2010, the plaintiffs resolved 

their state court action as part of a separate federal derivative 

claim.

Mercier v. Whittle, No. 2008-CP-23-8395 (S.C. Ct. Com. Pl.) 

(regarding the South Financial Group). This shareholder 

derivative action was brought on behalf of South Financial 

Group, Inc., following the company’s decision to apply for 

federal bailout money from the Troubled Asset Relief Program 

(TARP) while allegedly accelerating the retirement of its former 

chairman and CEO to protect his multi-million dollar golden 

parachute, which would be prohibited under TARP. The litigation 

was settled prior to trial and achieved, among other benefits, 

payment back to the company from chairman Whittle, increased 

board independence and enhanced shareholder rights. 

Pompano Beach Police & Firefighters’ Retirement System v. Page, 

No. 7064-CS (Del. Ch.) (regarding Google, Inc.). On November 

23, 2011, Motley Rice filed a shareholder derivative complaint 

on behalf of its institutional investor client against the Board of 

Directors of Google, Inc. in connection with the August 24, 2011 

announcement by the U.S. Department of Justice that Google 

had agreed to pay $500 million to settle a federal investigation 

into allegations that it improperly accepted advertisements from 

online Canadian pharmacies that import prescription drugs into 

the United States. The case is currently stayed while parallel 

shareholder litigation proceeds in California federal court. 

California State Teachers’ Retirement System v. Blankenship, 

No. 10-C-715 (W. Va. Cir. Ct.) (regarding Massey Energy Co.); 

and Manville Personal Injury Settlement Trust v. Blankenship, 

No. 07-C-1333 (W. Va. Cir. Ct.) (regarding Massey Energy Co.). In 

the wake of the deadliest coal mining disaster in a generation 

on April 5, 2010, at Massey Energy Company’s Upper Big Branch 

mine, Motley Rice filed suit on behalf of investors against Massey 

officers and directors, simultaneously prosecuting a civil contempt 

action against the directors and a shareholder derivative action 

against all defendants. In the shareholder derivative action, 

the firm serves as lead counsel, representing co-lead plaintiffs 

Amalgamated Bank, the Manville Trust, and the California State 

Teachers’ Retirement System (CalSTRS), the largest teachers’ 

retirement fund and second largest public pension fund in the 

United States. The Manville Trust is the named plaintiff in the civil 

contempt proceeding. Following significant progress in these 

cases, Massey Energy made substantial corporate governance 

changes before announcing that controversial Chairman and CEO 

Don Blankenship would retire at the end of 2010. Such corporate 

governance enhancements and Blankenship’s retirement are 

primary objectives of this ongoing litigation. (See continued 

discussion under Corporate Takeover Litigation section.)

Manville Personal Injury Settlement Trust v. Farmer, No. A 

0806822 (Ohio Ct. Com. Pl.) (regarding Cintas Corporation). 

In this shareholder derivative action brought on behalf of 

Cintas Corporation, the plaintiff alleged that the defendants 

breached their fiduciary duties by, among other things, failing 

to cause the company to comply with applicable worker safety 

laws and regulations. In November 2009, the court approved a 

settlement agreement that provided for the implementation of 

corporate governance measures designed to increase the flow 

of employee safety information to the company’s board; ensure 

the company’s compliance with a prior agreement between itself 

and OSHA relating to workplace safety violations; and secure 

the attendance of the company’s chief health and safety officer 

at shareholder meetings. 

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Sheet Metal Workers’ National Pension Fund v. Ritter, No. 2009-

001980 (Ala. Cir. Ct.) (regarding Regions Financial Corporation). 

In this shareholder derivative action brought on behalf of 

Regions Financial Corporation, the plaintiff alleges that the 

defendants breached their fiduciary duties by, among other 

things, engaging in self-dealing. This action is pending. 

Corporate Takeover Litigation

In re The Shaw Group, Inc., Shareholders Litigation, No. 

614399 (19th Jud. Dist. La.). Motley Rice attorneys served as 

co-lead counsel in this class action brought by our client, a 

European asset management company, on behalf of the public 

shareholders of The Shaw Group, Inc. The lawsuit challenged 

Shaw’s proposed sale to Chicago Bridge & Iron Company N.V. in 

a transaction valued at approximately $3.04 billion. The plaintiffs 

alleged that the defendants breached their fiduciary duties 

to Shaw’s shareholders by agreeing to a transaction that was 

financially unfair and the result of an improper sales process, 

which the defendants pursued at a time when Shaw’s stock was 

poised for significant growth. The plaintiffs also alleged that the 

transaction offered substantial benefits to Shaw insiders not 

shared with the company’s public shareholders. In December 

2012, the parties reached a settlement with two components. 

Shaw agreed to make certain additional disclosures to 

shareholders of financial analyses indicating a potential share 

price impact of certain alternative transactions of as much as 

$19.00 per share versus the status quo. To provide a remedy 

for Shaw shareholders who believed the company was worth 

more than CB&I was paying for it, the settlement contained a 

second component – universal appraisal rights for all Shaw 

shareholders who properly dissented from the proposed 

merger, and the opportunity for Shaw dissenters to pursue that 

remedy on a class-wide basis. The court granted final approval 

of the settlement on June 28, 2013. 

In re Coventry Health Care, Inc. Securities Litigation, No. 7905-

CS (Del. Ch. ). Motley Rice represents three public pension funds 

as court-appointed sole lead counsel in a shareholder class 

action challenging the $7.2 billion acquisition of Coventry Health 

Care, Inc., by Aetna, Inc. The plaintiffs allege that the defendants 

breached their fiduciary duties to Coventry’s shareholders by 

undertaking a flawed process, involving a severely conflicted 

financial advisor, to sell Coventry at a time when it was poised for 

remarkable growth as a result of recent government healthcare 

reforms. A preliminary settlement has been reached, which 

provides for improvements to the deal’s terms and enhanced 

disclosures.

In re Allion Healthcare, Inc. Shareholders Litigation, No. 5022-

cc (Del. Ch.). Motley Rice attorneys served as co-lead counsel 

representing a group of institutional shareholders in their 

challenge to the going-private buy-out of Allion Healthcare, Inc., 

by private equity firm H.I.G. Capital, LLC, and a group of insider 

stockholders led by the company’s CEO, who controlled about 

41 percent the company’s shares. The shareholders alleged 

that the CEO used his stock holdings and influence over board 

members to accomplish the buyout at the expense of Allion’s 

public shareholders. After a lengthy mediation, the shareholders 

succeeded in negotiating a settlement resulting in a $4 million 

increase in the merger consideration available to shareholders. 

In January 2011, the Delaware Court of Chancery approved the 

settlement.

In re RehabCare Group, Inc. Shareholders Litigation, No. 

6197-VCL (Del. Ch.). Motley Rice represented institutional 

shareholders in their challenge to the acquisition of healthcare 

provider RehabCare Group, Inc., by Kindred Healthcare, Inc. As 

co-lead counsel, Motley Rice uncovered important additional 

facts about the relationship between RehabCare, Kindred, and 

the exclusive financial advisor for the transaction, as well as how 

those relationships affected the process RehabCare’s board 

of directors undertook to sell the company. After extensive 

discovery, the parties reached a settlement in which RehabCare 

agreed to make a $2.5 million payment for the benefit of 

RehabCare shareholders. In addition, RehabCare and Kindred 

agreed to waive certain standstill agreements with potential 

higher bidders for the company; lower the merger agreement’s 

termination fee from $26 million to $13 million to encourage any 

potential higher bidders; eliminate the requirement that Kindred 

have a three-business day period during which it has the right 

to match any superior proposal; and make certain additional 

public disclosures about the proposed merger. The Delaware 

Court of Chancery granted final approval of the settlement on 

Sept. 8, 2011.

In re Atheros Communications Inc. Shareholder 

Litigation, No. 6124-VCN (Del. Ch.). In this action involving 

Qualcomm Incorporated’s proposed acquisition of Atheros 

Communications, Inc., for approximately $3.1 billion, Motley 

Rice served as co-lead counsel representing investors alleging 

that, among other things, Atheros’ preliminary proxy statement 

was materially misleading to the company’s shareholders, who 

were responsible for voting on the proposed acquisition. In 

March 2011, the Court issued a preliminary injunction delaying 

the shareholder vote, ruling that Atheros’ proxy statement was 

materially misleading because, even though the proxy stated 

that the company’s CEO “had not had any discussions with 

Qualcomm regarding the terms of his potential employment,” 

it failed to disclose that he in fact “had overwhelming 

reason to believe he would be employed by Qualcomm 

after the transaction closed.” The proxy also failed to inform 

shareholders of an almost entirely contingent $24 million fee to 

the company’s financial adviser, Qatalyst Partners, LLP.

California State Teachers’ Retirement System v. Blankenship, 

No. 10-C-715 (W. Va. Cir. Ct.) (regarding Massey Energy Co.). 

(Continued discussion from Shareholder Derivative Litigation 

section). On January 29, 2011, a proposed merger between 

Massey Energy Company and Alpha Natural Resources was 

announced. A subsequent announcement that a key defendant, 

Massey’s COO Chris Adkins, would be in charge of implementing 

Alpha’s safety program across the post-merger company and 

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that other primary defendants would also be offered positions. 

The co-lead plaintiffs filed an amended complaint seeking to 

enjoin the merger and force complete disclosure to Massey’s 

shareholders on May 2, 2011. Following expedited discovery 

and the circuit court’s refusal to consider an injunction ahead 

of the June 1, 2011, shareholder vote, the co-lead plaintiffs filed 

an emergency petition for preliminary injunction in the West 

Virginia Supreme Court. Although the court declined to exercise 

jurisdiction, it effectively granted a portion of the relief sought 

by unsealing the emergency petition on May 31, 2011, one day 

before the shareholder vote. The unsealed petition revealed a 

secret pact between Massey lead independent director Bobby 

Inman and Alpha CEO Kevin Crutchfield through which the 

defendants allegedly hoped to escape liability. As revealed by 

the emergency petition, pursuant to an Oct. 1, 2010, telephone 

call, Inman had Crutchfield pledge to hire Adkins, three other 

main defendants in the shareholder derivative action and the 

two men responsible for operating the Upper Big Branch mine. 

A hearing on a motion to dismiss was held in August 2011, and 

that motion is still pending largely as a result of the ongoing 

federal criminal investigation that has stayed all civil litigation 

related to the explosion. In Manville Personal Injury Settlement 

Trust v. Blankenship (W. Va. Cir. Ct.), issues relating to a contempt 

petition are on appeal.

Maric Capital Master Fund, Ltd. v. PLATO Learning, Inc., No. 

5402-VCS (Del. Ch.). The firm’s institutional investor client won a 

partial preliminary injunction against the proposed acquisition 

of PLATO Learning, Inc., by a private equity company. In its 

ruling, the Delaware Court of Chancery found that the target 

company’s proxy statement was misleading to its shareholders 

and omitted material information. The court’s opinion has since 

been published and has been cited by courts and the legal media.

In re Lear Corporation Shareholder Litigation, No. 2728-N (Del. 

Ch.). In this deal case, Motley Rice helped thwart a merger outof-line with shareholder interests. Motley Rice represented 

an institutional investor in this case and, along with Delaware 

co-counsel, was appointed co-chair of the Plaintiffs’ Executive 

Committee. Motley Rice and its co-counsel conducted 

expedited discovery and the briefing. The court ultimately 

granted in part and denied in part the plaintiffs’ motion for a 

preliminary injunction. In granting the injunction, the court 

found a reasonable probability of success in the plaintiffs’ 

disclosure claim concerning the Lear CEO’s conflict of interest 

in securing his retirement through the proposed takeover. Lear 

shareholders overwhelmingly rejected the merger.

Helaba Invest Kapitalanlagegesellschaft mbH v. Fialkow, No. 

2683-VCL (Del. Ch.) (regarding National Home Health Care Corp.). 

This action was brought on behalf of the shareholders of National 

Home Health Care Corporation in response to the company’s 

November 2006 announcement that it had entered into a merger 

agreement with affiliates of Angelo Gordon. The matter settled 

prior to trial and was approved on April 18, 2008. The defendants 

agreed to additional consideration and proxy disclosures for the 

class. 

In re Comprehensive Care Corporation Shareholders Litigation, 

No. 2692-VCN (Del. Ch.). As court-appointed co-lead counsel, 

Motley Rice helped protect minority investors from being 

squeezed out by suing on behalf of the minority shareholders 

of Comprehensive Care Corporation to block a proposed 

“squeeze play” merger with Hythiam, Inc. The defendants 

voluntarily terminated the merger after the lawsuit was filed 

and partial discovery was completed.

Schultze Asset Management, LLC v. Washington Group 

International, Inc., No. 3261-VCN (Del. Ch.). This action followed 

Washington Group’s announcement that it had agreed to be 

acquired by URS Corporation. The action alleged that Washington 

Group and its board of directors breached their fiduciary duties 

by failing to maximize shareholder value, choosing financial 

projections that unfairly undervalued the company and pursuing 

a flawed decision-making process. Motley Rice represented the 

parties, which ultimately settled the lawsuit with Washington 

Group. Washington Group agreed to make further disclosures to 

its shareholders regarding the proposed alternative transactions 

it had rejected prior to its accepting URS’s proposal and agreed 

to make disclosures regarding how the company was valued in 

the proposed transaction with URS. These additional disclosures 

prompted shareholders to further question the fairness of the 

URS proposal. Ultimately, URS increased its offer for Washington 

Group to the benefit of minority stockholders. 

In re The DirecTV Group, Inc. Shareholder Litigation, No. 4581-

VCP (Del. Ch. ). As court-appointed co-lead counsel, Motley 

Rice attorneys represented a group of institutional investors 

on behalf of the minority shareholders of DirecTV Group. A 

settlement was reached and approved by the court on Nov. 30, 

2009. It provided for material changes to the merger agreement 

and the governing documents of the post-merger DirectTV. 

KBC Asset Management N.V. v. Bankrate, Inc., No. 50-2009-CA025312 (Fla. Cir. Ct.). Motley Rice attorneys served as co-lead 

counsel on behalf of the minority shareholders of Bankrate, 

Inc., in their challenge to a freeze-out merger by which a foreign 

private equity fund proposed to cash out Bankrate’s minority 

shareholders for inadequate consideration and without the 

required consent of a single minority shareholder. Pursuant 

to the initial merger agreement, company insiders allegedly 

stood to reap millions while retaining an equity stake in the 

surviving private company. The parties participated in extensive 

expedited discovery and motion practice, and, as a result of the 

litigation, the defendants agreed not to waive the requirement 

that a majority of the minority shareholders must approve the 

transaction. A settlement was approved in Nov. 2010.

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8 Motley Rice LLC • Attorneys at Law 

CASES: 

In re Celera Corporation Shareholder Litigation, No. 6304-

VCP (Del. Ch.). Motley Rice attorneys, with co-counsel, serve 

as lead counsel in this action challenging the acquisition of 

Celera Corporation by Quest Diagnostics Incorporated. In 

April 2011, the court-appointed lead plaintiff in the case, New 

Orleans Employees’ Retirement System (NOERS), approved a 

settlement. As part of the settlement, Celera and Quest agreed 

to alter key features of their merger agreement. The settlement 

was approved by the Delaware Court of Chancery on March 23, 

2012.

State Law Securities Cases

In re Tremont Group Holdings, Inc. Securities Litigation, No. 

09 Civ. 03137 (S.D.N.Y.). Motley Rice represents an individual 

investor in consolidated litigation regarding investments made 

in Bernard L. Madoff Investment Securities, LLC, through a 

variable universal life insurance policy. 

Brown v. Charles Schwab & Co., No. 2:07-cv-03852-DCN (D.S.C.). 

Motley Rice attorneys served as class counsel in this case, 

one of the first to interpret the civil liabilities provision of the 

Uniform Securities Act of 2002. The U.S. District Court for the 

District of South Carolina certified a class of investors with 

claims against broker-dealer Charles Schwab & Co., Inc., for its 

role in allegedly aiding the illegal sale of securities as part of a 

$66 million Ponzi scheme. A subclass of 38 plaintiffs in this case 

reached a settlement agreement with Schwab under which they 

receive approximately $5.7 million, an amount representing 

their total unrecovered investment losses plus attorneys’ fees.

Opt-Out/Individual Actions

In re Vivendi Universal, S.A. Securities Litigation, No. 02 Civ. 

5571 (S.D.N.Y.). In this action, Motley Rice represents more than 

20 foreign institutional investors who were excluded from the 

class. The firm’s clients include the Swedish public pension fund 

Första AP-fonden (AP1), one of five buffer funds in the Swedish 

pay-as-you-go pension system. In light of a recent Supreme 

Court ruling preventing foreign clients from gaining relief, 

Motley Rice has worked with institutional investor plaintiffs to 

file suit in France. The French action is pending.

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Motley Rice LLC • Attorneys at Law 9

AWARDS AND ACCOLADES: 

Our firm has garnered the following awards:

“Most Feared Plaintiffs Firm” | Law360

2013 mass tort litigation/class actions-plaintiffs

“Best Law Firm” | U.S. News– Best Lawyers®

2010–2013 mass tort litigation/class actions-plaintiffs

Benchmark Plaintiff, The Definitive Guide to America’s Leading 

Plaintiff Firms & Attorneys

2012–2013 national and local rankings

The Legal 500 United States Litigation editions 

2007, 2009, 2011, 2012, 2013 mass tort and class action: plaintiff 

representation–toxic tort 

The Plaintiffs’ Hot List | The National Law Journal

2006, 2012, 2013

SCAS 50 list | ISS– Securities Class Action Services 

2009–2011

Motley Rice attorneys have been individually recognized by 

such publications as Super Lawyers®, The Best Lawyers in 

America®, The Roundtable: America’s 100 Most Influential Trial 

Lawyers, Top 100 Trial LawyersTM and others. Please see their 

bios for a full listing of accolades.

The Best Lawyers in America® 

Mass tort litigation/class actions- plaintiffs

Fidelma Fitzpatrick: 2013

Anne McGinness Kearse: 2013

Bob McConnell: 2013

Don Migliori: 2013

Ron Motley: 2013

Joe Rice: 2013

Mary Schiavo: 2013

Personal injury litigation- plaintiffs, product liability- plaintiffs

Ron Motley: 2013 

Litigation- banking & finance, litigation- mergers & 

acquisitions, litigation- securities

Bill Narwold: 2013

“Lawyers of the Year” | Best Lawyers’®

Ron Motley: 2010 Charleston, SC personal injury litigation;

2012 Charleston, SC mass tort litigation/class actions– 

plaintiffs

Joe Rice: 2013 Charleston, SC mass tort litigation/class 

actions– plaintiffs

Bill Narwold: 2013 Hartford, CT litigation– banking & finance

The National Trial Lawyers / The Trial Lawyer magazine 

Ron Motley: 2012 inducted into The Trial Lawyer Hall of Fame

David Hoyle: 2012 Top 100 Trial LawyersTM

Ron Motley: 2011 member The Roundtable: America’s 100 Most 

Influential Trial Lawyers

Joe Rice, Don Migliori, Anne Kearse: 2010 Top 100 Trial 

LawyersTM

Leadership in Law Award | SC Lawyers Weekly

Joe Rice: 2012

Ron Motley: 2011

Benchmark Litigation, The Definitive Guide to America’s 

Leading Litigation Firms & Attorneys 

Nate Finch: 2013 “Local Litigation Star:” civil litigation, 

creditors’ rights and white-collar crime

The Legal 500 United States 

Mass tort and class action: plaintiff representation– toxic tort

Ron Motley: 2011–2013

Joe Rice: 2011–2012

Fidelma Fitzpatrick: 2013

John Herrick: 2009, 2011–2012 

Anne McGinness Kearse: 2009, 2011–2012

Mass tort and class action: plaintiff representation– securities

Rebecca Katz: 2012

LawdragonTM 500 Leading Lawyers in America

Ron Motley: 2005–2012

Jodi Westbrook Flowers: 2010–2012

LawdragonTM 3,000 Guide to the Leading Lawyers in America 

Michael Elsner, Don Migliori: 2010 

Chambers USA 

Ron Motley: 2007, 2010–2012 products liability and mass torts: 

plaintiffs “an accomplished trial lawyer and a formidable 

opponent.”

Super Lawyers®

Ron Motley: 2012 Top 25 South Carolina Super Lawyers

Don Migliori: 2012 Top 10 Rhode Island Super Lawyers 

South Carolina Super Lawyers® 

Ron Motley: 2008–2013

Joe Rice: 2008–2013

Anne McGinness Kearse: 2013

Southern California Super Lawyers®

Mark Labaton: 2009–2013

Connecticut/New England Super Lawyers® 

Bill Narwold: 2009–2013

Rhode Island/New England Super Lawyers® 

Leah Donaldson: 2013

Fidelma Fitzpatrick: 2008, 2010–2013

Bob McConnell: 2008–2013

Don Migliori: 2009–2013

Washington, D.C. Super Lawyers®

Nate Finch: 2012–2013

New York Metro Super Lawyers®

Rebecca Katz: 2008–2010, 2013

Super Lawyers® Business Edition

Rebecca Katz: 2011

Rhode Island/New England Rising Stars

Leah Donaldson: 2012

South Carolina Rising Stars

Kimberly Barone Baden: 2013

T. David Hoyle: 2012–2013

Badge Humphries: 2012–2013

James Ledlie: 2012–2013

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10 Motley Rice LLC • Attorneys at Law 

AWARDS AND ACCOLADES: 

Roberts v. AP Green Industries, Inc., No. 49D02-9601-MI-0001-687 

(Marion Cty., Ind.) — The judge stated, “That was some of the 

best final arguments I think I’ve ever heard. That was a treat. 

Congratulations to you all. I expected the best, and you 

delivered the best, and I appreciate it.”

Marsden v. Select Medical Corporation, No. 04-cv-4020 (E.D. 

Pa., Oct. 5, 2006) — “Motley Rice LLC possess[es] the requisite 

knowledge and skill in securities litigation to ably prosecute 

this matter on behalf of the class.”

In re NPS Pharmaceuticals, Inc. Securities Litigation, No. 2:06-cv00570-PGC-PMW (D. Utah, Nov. 17, 2006) — “As demonstrated by 

their submissions to the court, [Motley Rice has] expertise and 

experience in the prosecution of shareholder and securities 

class actions and, as a result, [is] adequate to represent the 

interests of the class.”

Josh Littlejohn: 2013

Bill Norton: 2013

Lance Oliver: 2013

Carmen Scott: 2013

Connecticut Rising Stars

Mathew Jasinski: 2013

Michael Pendell: 2013

West Virginia Rising Stars

Vicki Antion Nelson: 2012–2013

Lawyers of the Year | Rhode Island Lawyers Weekly and 

Massachusetts Lawyers Weekly

Don Migliori: 2011

Platinum Compleat Lawyer Award | University of South 

Carolina School of Law Alumni Association 

Joe Rice: 2011

The American Association for Justice

Nate Finch: 2013 Wiedemann & Wysocki Award

Ron Motley: 2012 Lifetime Member

Ron Motley: 2010 Lifetime Achievement Award

James Ledlie: 2010 F. Scott Baldwin Award 

Ron Motley: 2007 David S. Shrager President’s Award

Ron Motley: 1998 Harry M. Philo Trial Lawyer of the Year

Trial Lawyer Kingpins | Am Law Litigation Daily

Ron Motley, Joe Rice: 2010 named to a list of 75 “formidable 

trial lawyers”

Bill Narwold was named one of eleven lawyers “who made a 

difference” by The Connecticut Law Tribune.

“[Ron Motley is] one of the most influential lawyers in 

corporate America.”— The National Law Journal

Joe Rice was named one of the nation’s “Five Most Respected 

Plaintiff Attorneys” in a poll conducted by Corporate Legal 

Times.

Youth Advocates of the Year Award | Campaign for TobaccoFree Kids Award 

Ron Motley: 1999 

President’s Award | The National Association of Attorneys 

General 

Ron Motley, Joe Rice: 1998

For full methodologies and selection criteria, visit www.motleyrice.com/info/award-methodology

Please remember that every case is different. Although they endorse certain lawyers, The Legal 500 United States and Chambers 

USA and other similar organizations listed above are not Motley Rice clients. Any result we achieve for one client in one matter does 

not necessarily indicate similar results can be obtained for other clients.

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Motley Rice LLC • Attorneys at Law 11

THE FIRM’S MEMBERS

(SCAJ) recognized him with its prestigious Founders’ Award, 

and he was inducted into The Trial Lawyer 2012 Hall of Fame in 

recognition of his lifetime of public service. He was selected 

by his peers for inclusion in The Best Lawyers in America® from 

1993 to 2013 for his work in mass tort litigation/class actions 

- plaintiffs; personal injury litigation - plaintiffs; and product 

liability litigation - plaintiffs. In addition, he was named the 

Best Lawyers® 2010 Charleston, SC Personal Injury Litigation 

“Lawyer of the Year” and Best Lawyers® 2012 Charleston-SC 

Mass Tort Litigation/Class Actions - plaintiffs “Lawyer of the 

Year.” The inaugural 2012 edition of Benchmark Plaintiff, The 

Definitive Guide to America’s Leading Plaintiff Firms & Attorneys

recognized Ron as a “Litigation Star” in its national rankings for 

mass tort/product liability and securities and, in 2013, ranked 

him nationally again for his work in civil rights/human rights and 

mass tort/product liability. Benchmark Plaintiff recognized him 

in both 2012 and 2013 in its South Carolina rankings in human 

rights, product liability, securities and toxic tort. 

Ron was a 2011 recipient of the SC Lawyers Weekly Leadership 

in Law Award and was highlighted in the 2011–2013 Litigation 

editions of The Legal 500 United States for his work in mass 

tort and class action: plaintiff representation- toxic tort. The 

Trial Lawyer Magazine named him as a 2011 member of The 

Roundtable: America’s 100 Most Influential Trial Lawyers. 

Chambers USA named him in the 2007, 2010, 2011 and 2012 

editions for his work in product liability and mass torts: plaintiffs, 

calling him in one edition “an accomplished trial lawyer and a 

formidable opponent.” Recognized as an AV® rated attorney 

by Martindale-Hubbell®, Ron was also selected for inclusion 

in the South Carolina Super Lawyers® list 2008–2013 and was 

named numerous times among the “Best of the Best” on the Top 

10 South Carolina Super Lawyers list (2008) and Top 25 South 

Carolina Super Lawyers list (2008, 2009, 2011, 2012). He was 

included in every edition of the The LawdragonTM 500 Leading 

Lawyers in America list from 2005 to 2012 for his work in the 

plaintiffs’ field. 

The American Association for Justice (AAJ) elected Ron to be 

a lifetime member in 2012, and in 2010, awarded him with its 

highest honor, the Lifetime Achievement Award. The AAJ also 

honored Ron in 2007 with the David S. Shrager President’s 

Award for his outstanding contributions to the safety and 

protection of American consumers and the civil justice system, 

and in 1998, named him the Harry M. Philo Trial Lawyer of the 

Year. Ron served on the AAJ Board of Governors from 1977 to 

2012 and was chair of its Asbestos Litigation Group from 1978 

to 2012. 

In 1998, he received the President’s Award of the National 

Association of Attorneys General for his “courage, legal skills 

and dedication to our children and the public health of our 

nation.” The Campaign for Tobacco-Free Kids gave him its Youth 

Advocates of the Year Award in 1999. For his trial achievements, 

BusinessWeek characterized Ron’s courtroom skills as 

“dazzling.” American Lawyer dubbed him “The man who took on 

Manville,” and The National Law Journal ranked him, “One of the 

most influential lawyers in America.”

Ronald L. Motley (1944–2013)

EDUCATION:

J.D., University of South Carolina School of Law, 1971

B.A., University of South Carolina, 1966

Ron Motley fought for greater justice, accountability and 

recourse, and has been widely recognized as one of America’s 

most accomplished and skilled trial lawyers. During a career 

that spanned more than four decades, his persuasiveness 

before a jury and ability to break new legal and evidentiary 

ground brought to justice two once-invincible giant industries 

whose malfeasance took the lives of millions of Americans—

asbestos and tobacco. Armed with a combination of legal and 

trial skills, personal charisma, nose-to-the-grindstone hard 

work and record of success, Ron built Motley Rice into one of 

the nation’s largest plaintiffs’ law firms.

Noted for his role in spearheading the historic litigation against 

the tobacco industry, Ron served as lead trial counsel for 26 

State Attorneys General in the lawsuits. His efforts to uncover 

corporate and scientific wrongdoing resulted in the Master 

Settlement Agreement, the largest civil settlement in U.S. 

history and in which the tobacco industry agreed to reimburse 

states for smoking-related health care costs.

Through his pioneering discovery and collaboration, Ron 

revealed asbestos manufacturers and the harmful and disabling 

effects of occupational, environmental and household asbestos 

exposure. He represented thousands of asbestos victims and 

achieved numerous trial breakthroughs, including the class 

actions and mass consolidations of Cimino, et al. v. Raymark, et 

al. (U.S.D.C. TX); Abate, et al. v. ACandS, et al. (Baltimore); and 

In re Asbestos Personal Injury Cases (Mississippi).

In 2002, Ron once again advanced cutting-edge litigation as lead 

counsel for the 9/11 Families United to Bankrupt Terrorism with 

a lawsuit filed by more than 6,500 family members, survivors and 

those who lost their lives in the Sept. 11, 2001, terrorist attacks. 

The suit seeks justice and ultimately bankruptcy for al Qaeda’s 

financiers, including many individuals, banks, corporations 

and charities that provided resources and monetary aid. He 

also served as lead counsel in numerous individual aviation 

security liability and damages cases under the In re September 

11 Litigation filed against the aviation and aviation security 

industries by victims’ families devastated by the security 

failures of 9/11. 

Ron brought the landmark case of Oran Almog v. Arab Bank

against the alleged financial sponsors of Hamas and other 

terrorist organizations in Israel and was a firm leader in the 

BP Deepwater Horizon litigation and claims efforts involving 

people and businesses in Gulf Coast communities suffering as 

a result of the oil spill. Two settlements were reached with BP, 

and one of which is the largest civil class action settlement in 

U.S. history. 

Ron won widespread honors for his ability to win justice for 

his clients and for his seminal impact on the course of civil 

litigation. In 2013, the South Carolina Association for Justice 

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12 Motley Rice LLC • Attorneys at Law 

Joseph F. Rice

LICENSED IN: DC, SC

ADMITTED TO PRACTICE BEFORE: 

U.S. Supreme Court 

U.S. Court of Appeals for the Second, Third, Fourth and Fifth 

Circuits 

U.S. District Court for the District of Nebraska and the District 

of South Carolina

EDUCATION: 

J.D., University of South Carolina School of Law, 1979 

B.S., University of South Carolina, 1976

Motley Rice co-founding member Joe Rice is recognized 

as a skillful and innovative negotiator of complex litigation 

settlements. As lead private counsel for 26 State Attorneys 

General, he played a central role in crafting the landmark 

Master Settlement Agreement, the largest civil settlement in 

U.S. history, in which the tobacco industry agreed to reimburse 

states for smoking-related health costs. Over the past two 

decades, Joe has also been recognized for his role in structuring 

some of the most significant resolutions of asbestos liabilities 

on behalf of victims injured by asbestos-related products.

Joe  has held leadership and negotiating roles involving the 

bankruptcies of several large organizations, including AWI, 

Federal Mogul, Johns Manville, Celotex, Garlock, W.R. Grace, 

Babcock & Wilcox, U.S. Gypsum, Owens Corning and Pittsburgh 

Corning. He remains a key player in developing and negotiating 

the structured settlements of asbestos manufacturers emerging 

from bankruptcy and has worked on numerous Trust Advisory 

Committees. 

Currently, Joe serves on the Plaintiffs’ Steering Committee for 

the Deepwater Horizon oil spill MDL In re Oil Spill by the Oil Rig 

“Deepwater Horizon” in the Gulf of Mexico, on April 20, 2010. As 

a lead negotiator, he helped reach the two settlements with BP, 

one of which is the largest civil class action settlement in U.S. 

history.

Joe also directs the Motley Rice securities litigation team in 

securities fraud litigation, shareholder derivative cases and 

actions against proposed merger and acquisition transactions. 

He is sought by investment funds for guidance on strategies to 

increase shareholder value and enhance corporate governance 

reforms and asset recovery through litigation.

Joe continues to negotiate on behalf of the firm’s clients in antiterrorism and human rights, environmental, drugs, devices and 

catastrophic injury cases. He held a crucial role in executing 

the strategic mediations and/or resolutions in all of the firm’s 

aviation liability and damages cases against multiple defendants 

on behalf of families of the victims of the 9/11 attacks who opted 

out of the Victim Compensation Fund. In addition to providing 

greater answers, accountability and recourse to victims’ 

families, the resulting settlements shattered a settlement matrix 

developed and utilized for decades, and the litigation helped 

provide public access to evidence in an archive of selected 

discovery materials gathered in the litigation. 

He authored or co-authored more than two dozen publications, 

including:

“Decades of Deception: Secrets of Lead, Asbestos and 

Tobacco” (Trial Magazine, October 1999)

“Asbestos Disease Among Railroad Workers: ‘Legacy of the 

Laggin’ Wagon’” (Trial Magazine, December 1981)

“Asbestos and Lung Cancer,” New York State Journal of 

Medicine, June 1980; Volume 80: No.7, New York State Medical 

Association, New York. 

“Occupational Disease and Products Liability Claims” (South 

Carolina Trial Lawyers Bulletin, September and October 1976)

He has also been featured in numerous articles, books and 

scripts, including: 

Shackelford, Susan. “Major Leaguer” (South Carolina Super 

Lawyers, April 2008)

Senior, Jennifer. “A Nation Unto Himself” (The New York Times,

March 2004) 

Freedman, Michael. “Turning Lead into Gold,” (Forbes, May 

2001)

Zegart, Dan. Civil Warriors: The Legal Siege on the Tobacco 

Industry. Delacorte Press, 2000. 

Ansen, David. “Smoke Gets in Your Eyes” (Newsweek, 1999)

Mann, Michael & Roth, Eric. “The Insider” (Blue Lion 

Entertainment, November 5, 1999) 

Brenner, Marie. “The Man Who Knew Too Much” (Vanity Fair,

May 1996)

Reisig, Robin. “The Man Who Took on Manville” (The American 

Lawyer, January 1983)

Ron is a member of the American Bar Association, Civil Justice 

Foundation, Inner Circle of Advocates, International Academy 

of Trial Lawyers and South Carolina Association for Justice. In 

2002, Ron founded the Mark Elliott Motley Foundation, Inc., in 

loving memory of his son to help meet the health, education and 

welfare needs of children and young adults in the Charleston, 

S.C. community. 

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Motley Rice LLC • Attorneys at Law 13

A frequent guest speaker, Joe has presented as numerous 

conferences and seminars nationwide, including the National 

Asbestos Litigation Conference, the National Conference on 

Public Employee Retirement Systems, the Public Funds Summit, 

Class Action Settlements: Approval, Distribution and Oversight 

Workshop and several asbestos bankruptcy and complex 

litigation conferences. 

Described as one of the nation’s “five most feared and respected 

plaintiffs’ lawyers in corporate America” in a poll of defense 

counsel and legal scholars conducted by Corporate Legal 

Times, Joe was cited time after time as one of the toughest, 

sharpest and hardest-working litigators they have faced. As the 

article notes, “For all his talents as a shrewd negotiator ... Rice 

has earned most of his respect from playing fair and remaining 

humble.” Joe was named the Best Lawyers’® 2013 CharlestonSC Mass Tort Litigation/Class Actions- Plaintiffs “Lawyer of the 

Year,” and he was a 2012 recipient of the SC Lawyers Weekly

Leadership in Law Award. In 2011, the University of South 

Carolina School of Law Alumni Association honored him with 

its platinum Compleat Lawyer Award, and he was highlighted 

in the 2011 and 2012 Litigation editions of The Legal 500 United 

States (mass tort and class action: plaintiff representationtoxic tort). The 2012 and 2013 editions of Benchmark Plaintiff, 

The Definitive Guide to America’s Leading Plaintiff Firms & 

Attorneys recognized  Joe  as a “Litigation Star” in its national 

rankings for mass tort/product liability, as well as its  South 

Carolina  rankings  in environmental, mass tort and product 

liability. Recognized as an AV® rated attorney by MartindaleHubbell®, he has been selected by his peers for inclusion in 

each annual edition of The Best Lawyers in America® since 2007 

for his work in mass tort litigation/class actions- plaintiffs. He 

has been included in every edition of South Carolina Super 

Lawyers® since 2008 and, in 2010, was named by The National 

Trial Lawyers as one of its Top 100 Trial LawyersTM  in South 

Carolina. The American Lawyer described Joe in 2006 as “one of 

the shrewdest businessmen practicing law.” 

In 1998, Joe received the President’s Award of the National 

Association of Attorneys General. In 1999 and 2000, he served 

on the faculty at Duke University School of Law as a Senior 

Lecturing Fellow, and he has taught classes at the University of 

South Carolina School of Law, Duke University School of Law 

and Charleston School of Law on the art of negotiating.  Joe 

serves his community through several organizations, including 

First Tee of Greater Charleston, the  Center for Birds of Prey 

and the Dee Norton Lowcountry Children’s Center, for which 

he co-chaired the inaugural Campaign for the Next Child. In 

2010, MUSC Children’s Hospital honored Joe with its  Johnnie 

Dodds Award for his longtime support of its annual Bulls Bay 

Golf Challenge Fundraiser and continued work on behalf of our 

community’s children. The University of South Carolina awarded 

Joe and his family with its 2011 Garnet Award for their passion 

for and devotion to Gamecock athletics. Joe was also awarded 

the 2011 Tom Fazio Service to Golf Award in recognition of 

his efforts to help promote the SC Junior Golf Association 

Programs. 

John A. Baden IV

LICENSED IN: SC

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the Second Circuit, U.S. Bankruptcy 

Court for the Southern District of New York and Western 

District of North Carolina

EDUCATION: 

J.D., University of South Carolina School of Law, 2002 

B.A., College of Charleston, 1996

John Baden represents clients harmed by asbestos exposure in 

individual and mass tort forums, as well as in complex asbestos 

bankruptcies, handling complete case management and 

settlement negotiations for individuals and families suffering 

from mesothelioma and other asbestos-related diseases. 

Working closely with Joe Rice, John also handles the negotiation 

and complex case resolution of multiple asbestos bankruptcies, 

including NARCO and W.R. Grace. He manages the related 

claims processes and directs the firm’s team of senior claims 

administrators.

John has additionally been actively involved with the firm’s 

representation of people and businesses in Gulf Coast 

communities suffering as a result of the BP Deepwater Horizon 

oil spill. He held a central role in the negotiation process 

involving the two settlements reached with BP that will fairly 

compensate thousands of victims who suffered economic loss, 

property damage and physical injuries caused by the spill.

John began his legal career as a litigation trial paralegal for Ron 

Motley in 1997, working with the State Attorneys General on 

the landmark tobacco litigation primarily in Florida, Mississippi 

and Texas. He also supported occupational litigation in several 

states, including the exigent trial dockets of Georgia and West 

Virginia. John served as a judicial intern for Judge Sol Blatt, Jr., 

of the U.S. District Court of South Carolina and Judge Jasper M. 

Cureton of the South Carolina Court of Appeals. After earning 

a law degree in 2002, John began working with Motley Rice 

attorneys as part of the Occupational Disease practice group. 

He was named a Motley Rice member in 2008. 

A member of the American Association for Justice and South 

Carolina Association for Justice, John has lectured on asbestos 

bankruptcy issues at various legal seminars.

He is a member of the American Association for Justice, 

American Bar Association, American Inns of Court, South 

Carolina Association for Justice and the American Constitution 

Society for Law and Policy.

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14 Motley Rice LLC • Attorneys at Law 

Kimberly Barone Baden

LICENSED IN: CA, SC

ADMITTED TO PRACTICE BEFORE: 

U.S. Court of Appeals for the Third Circuit

U.S. District Court for the Central, Northern and Southern 

Districts of California and District of South Carolina

EDUCATION:

J.D., California Western School of Law, 1999 

B.A. cum laude, Clemson University, 1996

Kimberly Barone Baden leads the firm’s birth defect litigation, 

representing hundreds of children who were born with 

congenital birth defects allegedly caused by antidepressants, 

including Zoloft®, Prozac® and Wellbutrin®; the smoking 

cessation drug, Zyban®; and the migraine/anti-seizure 

medication, Topamax®. On July 13, 2012, Kimberly was 

appointed to the Plaintiffs’ Steering Committee in the In re 

Zoloft (sertraline hydrochloride) Products Liability Litigation, 

MDL 2342. She manages the firm’s Avandia® and Crestor® 

litigations, as well as the Actos® bladder cancer litigation. 

Kimberly continues to manage the firm’s nursing home abuse 

and neglect litigation. Representing the elderly, our nation’s 

most defenseless population, she specifically litigates cases on 

behalf of both nursing home residents and assisted living facility 

residents who are victims of abuse and neglect nationwide. 

Published case: Grant v. Magnolia Manor-Greenwood, Inc., 678 

S.E.2d 435 (S.C. 2009).

Additionally, Kimberly co-manages the firm’s active 

misappropriated human remains litigation: In re New York 

Human Tissue Products Liability Litigation and co-managed 

the firm’s tainted tissue litigation in both the state and federal 

multidistrict litigation.

Prior to joining Motley Rice, Kimberly worked on the Fen-Phen 

diet drug litigation at Harrison, Kemp & Jones in Las Vegas and 

served as an attorney with the California District Attorney’s 

Office in San Diego.

Recognized as a BV® rated attorney by Martindale-Hubbell®, 

Kimberly was also selected by her peers for inclusion in the 

2013 South Carolina Super Lawyers® Rising Stars list. She is a 

member of the American Association for Justice, American Bar 

Association and South Carolina Association for Justice. 

Frederick C. Baker

LICENSED IN: NY, SC

ADMITTED TO PRACTICE BEFORE: 

U.S. Court of Appeals for the First, Second, Third, Fourth and 

Tenth Circuits

U.S. District Court for the Southern District of New York and 

the District of South Carolina

EDUCATION: 

LL.M./J.D., Duke University School of Law, 1993 

B.A., University of North Carolina at Chapel Hill, 1985

Fred Baker represents individual and institutional investors, 

consumers, governmental entities and whistleblowers in 

complex securities and consumer fraud litigation, including 

shareholder rights, unfair trade practices and whistleblower/

qui tam claims. He has a diverse complex litigation background 

and holds a leadership role within firm’s environmental and 

occupational disease and toxic tort teams as well.

Fred has litigated a broad range of complex cases in the 

environmental, medical costs recovery, consumer and products 

liability fields. A member of the legal team that litigated the 

groundbreaking tobacco litigation on behalf of several State 

Attorneys General, he also participated in the litigation of 

individual tobacco cases, entity tobacco cases and a tobacco 

class action. 

Fred has served as counsel in a number of class actions, 

including the two class action settlements arising out of the 

2005 Graniteville train derailment chlorine spill and the currently 

pending West Virginia unfair trade practices insurance class 

action. 

He additionally litigates large scale environmental 

contamination cases. After representing the state of Oklahoma 

in a case against poultry integrators alleging that poultry waste 

polluted natural resources in Eastern Oklahoma, Fred became 

actively involved with the firm’s representation of people and 

businesses in Gulf Coast communities suffering as a result of 

the BP Deepwater Horizon oil spill. He held a central role in 

the negotiation process involving the two settlements reached 

with BP that will fairly compensate thousands of victims who 

suffered economic loss, property damage and physical injuries 

caused by the spill.

Fred began practicing with Motley Rice attorneys in 1994 and 

currently chairs the firm’s attorney hiring committee.

V. Brian Bevon

LICENSED IN: SC

ADMITTED TO PRACTICE BEFORE: 

U.S. District Court for the District of South Carolina and 

Northern District of Florida

EDUCATION: 

J.D., University of South Carolina School of Law, 1992 

B.S., Catholic University of America, 1989

Motley Rice member Brian Bevon has spent more than fifteen 

years representing individuals and families suffering from 

mesothelioma and other asbestos-related diseases as a result 

of occupational, environmental and household asbestos 

exposure. 

An integral player in the firm’s Occupational Disease and Toxic 

Tort practice, he continues to fight for the rights of victims 

harmed by asbestos and other occupational diseases and 

advocates for the improved health and welfare of the American 

worker. Brian has also worked with the firm’s Environmental 

team to assist individuals and businesses in their efforts to 

hold corporate defendants accountable for alleged ground 

contamination. 

Prior to joining Motley Rice attorneys in 1994, Brian practiced real 

estate, property owners, probate and construction defect law 

with another South Carolina firm and served on the legislative 

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staff of Senator Ernest “Fritz” Hollings. He is a proud participant 

in the Lawyer Mentoring Program of the  Supreme Court of 

South Carolina Commission on Continuing Legal Education and 

Specialization, serving as a mentor to young lawyers entering 

the legal profession. 

Recognized as a BV® rated attorney by Martindale-Hubbell®, 

Brian is an active member of the South Carolina Bar Association 

Fee Disputes Resolution Board, for which he investigates fee 

dispute issues between attorneys and their clients. Brian is also 

a member of the American Association for Justice, American 

Bar Association, Federal Bar Association and South Carolina 

Association for Justice.

Michael M. Buchman 

LICENSED IN: CT, NY

ADMITTED TO PRACTICE BEFORE:

U.S. Supreme Court 

U.S. Court of Appeals for the Second Circuit

U.S. District Court for the Districts of Connecticut and 

Southern and Eastern Districts of New York

U.S. Court of International Trade

EDUCATION:

LL.M., International Antitrust and Trade Law, Fordham 

University School of Law, 1993

J.D., The John Marshall Law School, 1992

B.A. cum laude, Alfred University, 1988 

A leader of Motley Rice’s antitrust practice, Michael Buchman 

has more than 20 years of experience litigating antitrust, 

consumer protection and privacy class actions in federal/

state trial and appellate courts. Michael has a diverse antitrust 

background, having represented as lead or co-lead counsel 

a variety of plaintiff clients, from Fortune 500 companies to 

individual consumers, in complex cases covering matters 

such as restraint of trade, price-fixing, generic drug antitrust 

issues and anticompetitive “reverse payment” agreements 

between brand name pharmaceutical companies and generic 

companies. 

Michael served as an Assistant Attorney General in the New 

York State Attorney General’s Office, Antitrust Bureau, after 

receiving his LL.M. degree in International Antitrust and Trade 

Law. Also prior to joining Motley Rice, he was a managing 

partner of the antitrust department at a New York-based class 

action law firm. He played an active role in resolving two of 

the largest U.S. multi-billion dollar antitrust settlements since 

the Sherman Act was enacted, In re NASDAQ Market-Makers 

Antitrust Litigation and In re Visa Check/Mastermoney Antitrust 

Litigation, as well as litigated numerous multi-million dollar 

antitrust cases. Today, he represents the largest retailer class 

representative in a historic antitrust case—the $7.2 billion case 

In re Payment Card Interchange Fee and Merchant Discount 

Antitrust Litigation, MDL 1720. 

Michael has more than thirteen years of experience representing 

consumers, union health and welfare plans, and health insurers 

in “generic drug” litigations such as In re Augmentin Antitrust 

Litigation, In re Buspirone Antitrust Litigation, In re Ciprofloxacin 

Antitrust Litigation, In re Flonase Antitrust Litigation, In re K-Dur 

Antitrust Litigation, In re Relafen Antitrust Litigation, In re 

Tamoxifen Antitrust Litigation, In re Toprol XL Antitrust Litigation 

and In re Wellbutrin SR Antitrust Litigation. He also has 

experience litigating a large aviation antitrust matter, as well as 

aviation crash, emergency evacuation and other aviation cases 

in federal and state court.

Michael completed the intensive two-week National Institute for 

Trial Advocacy National Trial Training program in Boulder, Colo., 

in 2002. An avid writer, he has authored and co-authored articles 

on procedure and competition law, including a Task Force on 

Dealer Terminations for The Association of the Bar of the City 

of New York, Committee on Antitrust and Trade Regulation, 

entitled Dealer Termination in New York dated June 1,1998 and 

What’s in a Name - the Diversity Death-Knell for Underwriters 

of Lloyd’s of London and their Names; Humm v. Lombard World 

Trade, Inc., Vol. 4, Issue 10 International Insurance Law Review

314 (1996).

Michael is active in his community, serving as a member of the 

Flood and Erosion Committee for the Town of Westport, Ct., and 

as pro bono counsel in actions involving the misappropriation 

of perpetual care monies. He has also coached youth ice 

hockey teams at Chelsea Piers in New York City.

Samuel B. Cothran Jr. 

General Counsel

LICENSED IN: NC, SC

ADMITTED TO PRACTICE BEFORE:

U.S. District Court for the Western District of North Carolina 

and District of South Carolina

EDUCATION:

J.D., cum laude, University of South Carolina School of Law, 

1998 

M.B.A., Duke University, 1994

B.S., summa cum laude, University of South Carolina, 1981

Sam Cothran leads Motley Rice’s legal department, directing 

and advising the firm’s management on diverse in-house 

legal matters. He supervises and handles legal matters and 

opinions regarding governmental compliance, contracts and 

legal defense. He works closely with the firm’s practice group 

leaders and executive administrative team members on labor 

and employment, marketing, financial and operational issues. 

Sam is also responsible for proactively addressing the complex 

ethical challenges inherent in practicing law, such as multijurisdictional and international practice. 

After working for an international accounting firm as a certified 

public accountant and for several Fortune 1,000 companies as a 

financial manager, Sam attended law school to complement his 

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Kevin R. Dean 

LICENSED IN: GA, MS, SC

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the Third, Fourth, Fifth and Eleventh 

Circuits, U.S District Court for the Middle, Northern and 

Southern Districts of Georgia, Central District of Illinois, 

Northern and Southern Districts of Mississippi and District of 

South Carolina

EDUCATION:

J.D., Cumberland School of Law, 1991 

B.A., Valdosta State University, 1989

Kevin Dean focuses his litigation efforts on catastrophic injury, 

products liability, and wrongful death cases. As co-leader 

of Motley Rice’s catastrophic injury practice group, Kevin 

represents individual victims and families affected by tragic 

events caused by hazardous consumer products, occupational 

and industrial accidents, fires, premise injuries and other 

incidents of negligence. He served as lead plaintiffs’ counsel 

in In re Charleston Firefighter Litigation, a wrongful death and 

negligence case against Sofa Super Store, contractors and 

multiple furniture manufacturers on behalf of the families of 

the nine firefighters lost in the June 2007 warehouse fire in 

Charleston, S.C. 

Since the 2010 explosion of the Deepwater Horizon, Kevin has 

been helping people and businesses pursuing litigation, as well 

as those needing help filing and negotiating their claims. He 

served as  a member of the oil spill MDL’s  GCCF Jurisdiction 

& Court Oversight Workgroup and is now helping victims file 

claims through the new claims programs established by the 

two settlements reached with BP.

Kevin has maintained a leadership role since 2005 in litigating 

hundreds of cases alleging illegal organ harvesting, as well 

as potentially diseased human tissue and organ transplants. 

He is actively involved with malpractice, defective medical 

devices and drug litigation. Additionally, Kevin litigates vehicle 

defect cases, including against “the Big Three” automotive 

manufacturers in cases involving defective brakes, door locks, 

door latches, seat belts and roll overs. He was trial co-counsel 

in Guzman v. Ford (2001), the first case brought to trial regarding 

a hidden defective outside door latch handle, as well as in the 

vehicle rollover case Hayward v. Ford (2005). 

Prior to joining Motley Rice, Kevin was a partner with the 

Law Offices of J. Edward Bell III, LLC. Before moving to South 

Carolina, he was a member of the William S. Stone, P.C. law firm, 

and he began his career as an associate with The Bennett Law 

Firm. His experience includes the health insurance fraud and 

post-claims underwriting case Clark v. Security Life Insurance 

Company, the largest civil RICO case in Georgia history, and 

Wiggins v. Parsons Nursery, one of the largest environmental 

and health contamination cases in South Carolina. Kevin also 

served as a County Commissioner on the Early County Georgia 

Board of Commissioners and still has the distinguished honor 

of having been the youngest elected commissioner in county 

history. 

Kevin frequently appears in local and national broadcast and 

print media discussing legal matters of workplace safety, fire 

prevention and other products liability, as well as specific 

casework and efforts for changes and improvements in various 

industries. The 2012 and 2013 editions of Benchmark Plaintiff, 

The Definitive Guide to America’s Leading Plaintiff Firms & 

Attorneys recognized Kevin as a “Litigation Star” in its national 

rankings for mass torts/product liability, as well as its South 

Carolina rankings in product liability. Martindale-Hubbell® 

recognizes Kevin as a BV® rated attorney.

He is a member of the American Association for Justice, Georgia 

Trial Lawyers Association and South Carolina Association for 

Justice. He co-authored “Dangerous Doors and Loose Latches,” 

published in Trial Magazine (2004) for the American Association 

for Justice (formerly Association of Trial Lawyers of America), 

and authored “The Right to Jury Trial in ERISA Civil Enforcement 

Actions” published in The American Journal of Trial Advocacy

(1989).

Michael E. Elsner 

LICENSED IN: NY, SC, VA

ADMITTED TO PRACTICE BEFORE:

U.S District Court for the Eastern and Southern Districts of 

New York

EDUCATION:

J.D., University of Memphis Cecil C. Humphreys School of Law, 

1997 

B.A., John Carroll University, 1993

Michael Elsner manages complex, cross-border litigation and 

intricate investigations of infringement and abuse of human 

rights, multi-layered financial transactions and due diligence. 

He litigates complex civil matters on behalf of individuals and 

businesses victimized by commercial malfeasance, violations 

of human rights, inadequate security measures and statesponsored terrorism. As a key member of Motley Rice’s AntiTerrorism and Human Rights practice group, Michael is using 

the U.S. civil justice system to seek social change and improved 

protection of Americans at home and abroad. 

background in business management and finance and joined 

Motley Rice attorneys shortly after graduation. Sam enjoys 

creatively addressing the many challenges and opportunities 

inherent in the cutting-edge practice of a dynamic, multijurisdictional law firm. 

Recognized as a BV® rated attorney by Martindale-Hubbell®, 

Sam is a member of the American Bar Association, the 

Association of Professional Responsibility Lawyers, the 

American Institute of Certified Public Accountants and the 

South Carolina Association of Certified Public Accountants. 

As a law student, Sam served as Managing Editor of the South 

Carolina Law Review. He was named a Carolina Legal Scholar 

and awarded both the Order of the Coif and Order of the Wig 

and Robe. Sam is the author of Dischargeability Of Consumer 

Credit Card Debt In Bankruptcy After Anastas v. American 

Savings Bank, 48 S.C.L. Rev. 915 (1997).

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Michael’s understanding of the complex legal challenges of 

international matters is critical to litigating cases involving 

human rights and financial dealings. He is highly proficient in 

the use of legal mechanisms to track illicit finances, and his 

investigations through the maze of international banking and 

financial regulations continue to uncover violations that have 

allowed money laundering and terrorist financing. Michael is 

building upon legal theories and case precedents to represent 

plaintiffs harmed by financial crimes and actions and hold the 

global institutions and organizations accountable. 

Michael is a lead plaintiffs’ counsel in Almog v. Arab Bank, a suit 

brought on behalf of American and Israeli victims of terrorist 

attacks trying to prevent the financing of more terrorists 

and help bring peace to the Middle East region. In addition, 

he currently leads the worldwide investigation for liability 

evidence in the 9/11 Families United to Bankrupt Terrorism civil 

action against al Qaeda’s alleged financiers and supporters. In 

this capacity, Michael meets with U.S. and foreign intelligence 

officers, witnesses, and informants, who have already helped 

him gather more than two million pages of documents in 

numerous languages identifying the activities of al Qaeda 

and its financiers. He is a member of the Plaintiffs’ Steering 

Committee for this multidistrict litigation filed on behalf of 

more than 6,500 families and survivors of the September 11, 

2001 attacks. He also served as a member of the Plaintiffs’ 

Committee in In re September 11th Litigation, a suit brought 

against the airline industry alleging that it failed to detect and 

prevent the September 11, 2001 attacks.

Michael is also leading the firm in a consultation role to South 

African human rights lawyer Richard Spoor in the effort to 

take on leading global gold producers, seeking justice for 

tens of thousands of exploited gold mine workers suffering 

from silicosis. Few class actions have been brought in South 

Africa, and none have been filed for sick workers. If approved 

as a class, the suit would generate an unprecedented means 

of recovery for the country and ensure meaningful access to 

justice for the indigent and rural workers who are dying from 

this entirely preventable yet incurable disease. 

Michael’s work with financial transaction litigation includes 

commercial, securities fraud and shareholder derivative cases 

such as his extensive work on behalf of domestic and foreign 

investors In re Vivendi Universal, S.A. Securities Litigation.

Michael began his career with the Manville Personal Injury 

Trust and then practiced complex civil litigation in New York in 

the areas of toxic torts, security, personal injury, bankruptcy, 

and whistleblower protections prior to joining Motley Rice 

attorneys in 2002.

Sharing his experience and insight as a lecturer and consultant, 

Michael has discussed anti-terrorism and human rights litigation 

on several national and international news outlets, including 

CNN, MSNBC, NPR and the BBC, as well as international antimoney laundering and anti-terrorism industry conferences. 

Michael was named to the 2010 edition of the LawdragonTM 

3,000. He is a member of the American Association for Justice, 

American Bar Association, New York Bar Association, South 

Carolina Bar Association, Virginia Bar Association, National 

Crime Victims Bar Association, and Public Justice.

Nathan D. Finch

LICENSED IN: DC, VA

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the Third, Fourth, Fifth, Sixth and 

Tenth Circuits, U.S. District Court for the District of Columbia 

and the Eastern District of Virginia

EDUCATION:

J.D., University of Virginia School of Law, 1992

B.A., University of Virginia, 1989 

Nate Finch brings almost twenty years of experience in 

complex civil litigation and trial work to Motley Rice. With a 

diverse background, as well as strong trial and negotiation 

skills, he holds a central role in the firm’s work representing 

clients in various asbestos, toxic tort, commercial, securities 

fraud and other complex cases.  Nate has served as the lead 

trial attorney for his clients in many federal and state courts and 

is sought after by co-counsel for advice on challenging cases 

and complex legal matters. 

Nate’s thorough knowledge of asbestos and medical issues 

is an asset to the firm’s occupational disease and toxic tort 

clients. He has obtained plaintiffs’ verdicts in cases against 

asbestos product manufacturer defendants and cigarette 

makers. He has extensive experience trying cases involving 

a wide variety of asbestos-containing products, including 

gaskets, automotive brakes, floor tiles, joint compounds, and 

various forms of insulation. He also has years of experience 

representing individuals, companies and creditors’ committees 

in personal injury litigation, mass torts products liability 

litigation, securities and financial fraud litigation and an array 

of other complex litigation cases ranging from single plaintiffs’ 

products liability cases to high-stakes business disputes. 

Prior to joining Motley Rice, Nate was a partner for more 

than ten years in a Washington, D.C.-based law firm and 

frequently collaborated with Motley Rice attorneys in trials and 

negotiations to resolve large asbestos product manufacturers’ 

bankruptcies. He tried numerous cases in federal district courts 

focusing on the medical and scientific factors associated with 

asbestos-related diseases and asbestos exposure. During this 

time, he also tried and helped to resolve in favor of his clients 

five asbestos bankruptcy cases, each having more than $1 

billion at stake. In addition, Nate worked closely with Motley 

Rice attorneys on behalf of investors in In re MBNA Securities 

Litigation and In re Vivendi Universal, S.A. Securities Litigation.

Nate’s understanding of the factual and legal challenges 

inherent in complex cases, combined with his trial experience, 

has positioned him as a considerable resource within many 

practice areas. A frequently invited speaker regarding a variety 

of legal matters, he has spoken at many asbestos litigation and 

bankruptcy conferences and has been a guest lecturer at the 

Georgetown University, George Washington University and 

University of Baltimore law schools on topics relating to civil 

procedure, mass tort litigation and the differences between 

litigating in Article III and Article I courts. 

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18 Motley Rice LLC • Attorneys at Law 

Nate was honored in 2013 with the American Association 

for Justice (AAJ) Wiedemann & Wysocki Award, a national 

award honoring members for going above and beyond their 

commitments to the principles of the civil justice system and 

AAJ’s mission. Recognized as a Martindale Hubbell® AV® rated 

attorney, Nate was named a “Local Litigation Star” in the 2012 

and 2013 editions of Benchmark Plaintiff, The Definitive Guide to 

America’s Leading Plaintiff Firms & Attorneys in its Washington, 

D.C., rankings in product liability and securities. He was 

additionally recognized as a “Local Litigation Star” in the 2013 

fifth annual edition of Benchmark Litigation, The Definitive Guide 

to America’s Leading Litigation Firms & Attorneys for his work in 

civil litigation, creditors’ rights and white-collar crime. Nate was 

selected by his peers for inclusion in both the 2012 and 2013 

Washington, D.C. Super Lawyers® lists and was also ranked a 

“Top Lawyer” in the 2009 and 2010 editions of Chambers USA in 

bankruptcy and restructuring. He is a member of the American 

Association for Justice and The Barristers. A graduate of the 

University of Virginia and the University of Virginia School of 

Law, Nate was a member of the Virginia Law Review and the 

Order of the Coif.

In addition to his professional activities, Nate has served 

his community for many years through volunteer activities 

coordinated by Greater D.C. Cares, an organization committed 

to connecting volunteers with community service groups. He 

is a former scholarship track and cross country athlete at UVA.

Fidelma L. Fitzpatrick 

LICENSED IN: DC, MA, NY, RI

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the First, Seventh and Eleventh 

Circuits, U.S. District Court for the District of Columbia, District 

of Massachusetts, District of Rhode Island and Eastern District 

of Wisconsin

EDUCATION:

J.D., cum laude, American University, 1994 

B.A., Canisius College, 1991

Fidelma Fitzpatrick litigates environmental contamination 

claims on behalf of various states, cities, counties and 

individuals. She held a central role in the state of Rhode Island’s 

lead paint trial against former corporate manufacturers of lead 

paint. Fidelma continues to manage cases seeking to hold 

the lead paint industry accountable for the childhood lead 

poisoning crisis and provide restitution and compensation to 

affected children and families. As a result of her work for lead 

poisoning victims, the Wisconsin State Supreme Court became 

the first to recognize the legal rights of poisoned children 

to sue lead pigment manufacturers. She worked on similar 

litigation filed by the City of New York and the City and County 

of San Francisco. 

In addition to her work on lead poisoning issues, Fidelma 

represents communities and individuals in other toxic tort 

and environmental matters, including property damage and 

personal injury claims. She played a lead role in representing the 

community of Tallevast, Florida, in a lawsuit against Lockheed 

Martin Corporation involving the pollution of the community’s 

groundwater with PCE and TCE. Fidelma is currently litigating 

nuclear contamination cases on behalf of Pennsylvania 

residents who allege that local nuclear facilities exposed 

them to hazardous levels of toxic or radioactive material in the 

surrounding air, soil and water. Those cases, involving both 

personal injuries and property damage, are pending in federal 

court.

Fidelma’s experience with complex civil litigation has also 

led her to represent other victims of corporate malfeasance. 

She plays a central role in representing hundreds of women 

allegedly harmed by transvaginal mesh/sling products in filed 

cases against defendants that include Boston Scientific, C.R. 

Bard, Inc., and Johnson & Johnson. She serves as co-liaison 

counsel in the In re Bard Litigation in New Jersey state court, 

as well as state court liaison counsel in both Delaware and 

Massachusetts. In 2012, Fidelma was also appointed co-lead 

counsel of the pelvic mesh MDL In re American Medical Systems, 

Inc., Pelvic Repair Systems Products Liability Litigation.

Fidelma began working with Motley Rice attorneys in 1997 on 

the Massachusetts, New York and Rhode Island groundbreaking 

lawsuits against the tobacco industry. She is the author of 

“Painting Over Long-Standing Precedent: How the Rhode island 

Supreme Court Misapplied Public Nuisance Law in State v. Lead 

Industries Association” in the Roger Williams University Law 

Review (Summer 2010) and also has co-authored several other 

law articles, including “Access to Justice: The Use of Contingent 

Fee Arrangements by Public Officials to Vindicate Public Rights” 

in Cardozo J.L. & Gender (Spring 2008) and “Negligence in the 

Paint: The Case for Applying the Risk Contribution Doctrine to 

Lead Litigation” in Pace Environmental Law Review (Fall 2008). 

She frequently speaks on environmental and mass tort topics 

at conferences for federal and state court judges, attorneys, 

academic professionals and law students. 

Fidelma was highlighted in the 2013 Litigation edition of The 

Legal 500 United States for her work in mass tort and class 

action: plaintiff representation- toxic tort. In recognition of 

her legal work on the Rhode Island lead paint case, Rhode 

Island Lawyers Weekly named Fidelma a 2006 Rhode Island 

Lawyer of the Year, and she was a 2006 finalist for the Public 

Justice Foundation’s Trial Lawyer of the Year award.  In 2010, 

The National Trial Lawyers named her one of its Top 100 Trial 

LawyersTM in Rhode Island. Fidelma has been selected by her 

peers for inclusion in the 2008 and 2010–2013 editions of New 

England Super Lawyers® and Rhode Island Super Lawyers®. 

She has also  been listed every year  since 2008 in The Best 

Lawyers in America® for her work in mass tort litigation/class 

actions- plaintiffs.

Named a Motley Rice member in 2006, Fidelma serves as a 

volunteer attorney with the American Civil Liberties Union. She 

is a member of the American Association for Justice, American 

Bar Association, Public Justice, Rhode Island Association for 

Justice and Rhode Island Women’s Bar Association. She also 

serves on the Science Advisory Board at Canisius College and 

as the Rhode Island State Coordinator for the Public Justice 

Foundation.

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Jodi Westbrook Flowers 

LICENSED IN: SC

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the Fourth Circuit and District of 

Columbia Circuit

U.S. District Court for the District of South Carolina

EDUCATION:

J.D., University of South Carolina School of Law, Carolina Legal 

Scholar, 1993 

B.A. magna cum laude, College of Charleston, 1989

Jodi Flowers leads Motley Rice’s Anti-Terrorism and Human 

Rights practice group, the legal team that brought the 

groundbreaking complex litigation against the financiers and 

material supporters of al Qaeda. She represents thousands of 

family members and survivors of Sept. 11, 2001, in a pioneering 

civil action to hold al Qaeda’s sponsors accountable and 

cut off the terror support pipeline, and she serves on the 

Plaintiffs’ Executive Committee for the In re Terrorist Attacks on 

September 11, 2001 litigation consolidated by the Multidistrict 

Litigation Panel. She was also an integral member of the Motley 

Rice aviation security litigation team seeking accountability 

and change in aviation security following the 9/11 attacks. 

Jodi handles a variety of other anti-terrorism cases regarding 

the state-sponsorship of international terrorism, as well as 

human rights litigation involving violations of international law 

and human rights abuses. Using her experience in complex 

case resolution, she served as the lead negotiator in the last 

hold-out of the individual cases against Libya for the Lockerbie 

bombing of Pan Am Flight 103.

Additionally, Jodi has worked on toxic environmental cases 

in the Virgin Islands involving leaking gas tanks, and she is 

currently helping Deepwater Horizon oil spill victims file claims 

through the new claims programs established by the two 

settlements reached with BP.

Jodi’s legal career has included developing, researching and 

managing complex litigation and class actions on behalf of 

injured consumers and citizens in lawsuits and trials involving 

tobacco, asbestos, lead pigment, aviation, transportation 

and vehicle defects. She litigated against lead paint/pigment 

manufacturers, Bridgestone/Firestone for injuries caused by 

tire defects cases, and the telecom industry for wiretapping. 

She has served on numerous MDL Executive Committees and 

Subcommittees. Currently, she plays an active role in litigating 

multiple complex securities fraud cases and shareholder 

derivative suits. 

Jodi began her career applying restitution and fraud theories 

to the litigation against the tobacco industry which resulted in 

the historic Master Settlement Agreement between the state 

attorneys general and the tobacco industry. She developed 

expert and whistleblower testimony, synthesized millions of 

pages of documents and prepared the tobacco cases for trial. 

She prepared the false-marketing and child targeting case 

against the tobacco industry which resulted in restrictions on 

cartoon ads and the retirement of Joe Camel. 

Jodi has been interviewed by various media outlets, including 

U.S. and foreign television, radio and print media, and is the 

author of “Remarks on the GJIL Symposium on Corporate 

Responsibility and the Alien Tort Statute,” Georgetown Journal 

of International Law, Volume 43 - Issue 4, Summer 2012. (43 

Geo. J. Int’l. L. 1601). She provides pro bono work on a variety 

of global, national and community issues and helped establish 

the firm’s Charitable Contributions Committee. The 2012 and 

2013 editions of Benchmark Plaintiff, The Definitive Guide to 

America’s Leading Plaintiff Firms & Attorneys recognized Jodi 

as a “Litigation Star” in its national rankings for civil rights/

human rights and mass tort/product liability, as well as its South 

Carolina rankings in environmental, human rights, mass tort 

and securities. She was also named to the 2010, 2011 and 2012 

editions of The LawdragonTM 500 Leading Lawyers in America

list for her work in plaintiffs’ litigation, and is recognized as a 

BV® rated attorney by Martindale-Hubbell®. 

Jodi serves on the International Law Committee of the South 

Carolina Bar and is a member of the American Association 

for Justice, the South Carolina Association for Justice, the 

American Bar Association, the Charleston Bar Association and 

the Daughters of the American Revolution.

Vincent L. Greene IV 

LICENSED IN: RI

ADMITTED TO PRACTICE BEFORE:

U.S. District Court for the District of Rhode Island

EDUCATION:

J.D., George Washington University, 1998 

B.A., College of the Holy Cross, 1995

Vin Greene works on behalf of victims of lead poisoning and 

asbestos-related diseases. He represents children and families 

poisoned by exposure to lead paint and pigments in trials, 

negotiations and settlements. Vin’s legal efforts led to his 

critical role in defeating tort reform legislation in Rhode Island, 

utilizing testimony, analysis and grassroots outreach to push 

passage of a bill that helped prevent childhood lead poisoning 

without infringing on victims’ rights. For his numerous efforts 

and accomplishments, the Childhood Lead Action Project 

honored him with its Beyond the Call of Duty Award in 2001.

Currently, Vin represents workers and families suffering from 

mesothelioma and other asbestos-related diseases as a result 

of occupational, environmental or household exposure to 

asbestos. He has managed asbestos cases and negotiations 

on behalf of hundreds of individuals, including arguing before 

the Supreme Courts of Ohio and Rhode Island. 

Vin began working with Motley Rice attorneys in 1997 on 

the landmark litigation against the tobacco industry and 

medical malpractice cases. Both the 2012 and 2013 editions of 

Benchmark Plaintiff, The Definitive Guide to America’s Leading 

Plaintiff Firms & Attorneys recognized him as a “Local Litigation 

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20 Motley Rice LLC • Attorneys at Law 

James M. Hughes, Ph.D. 

LICENSED IN: SC

ADMITTED TO PRACTICE BEFORE:

U.S. Supreme Court, U.S. Court of Appeals for the First and 

Fourth Circuits, U.S. District Court for the District of South 

Carolina

EDUCATION:

J.D., University of South Carolina School of Law, 1993 

Ph.D., University of Illinois, Chicago, 1983

M.A., University of Illinois, Chicago, 1976

B.A., University of Minnesota, 1975

Jim Hughes practices securities fraud and shareholder litigation 

on behalf of institutional investors, public pension funds 

and unions. A former professor of philosophy, Jim’s practice 

includes developing strategic legal arguments and drafting 

legal complaints and lead plaintiff motions. He plays a key role 

in cases involving corporate governance issues, shareholder 

derivative lawsuits and consumer and securities fraud. 

Jim previously concentrated his practice on occupational 

disease and toxic torts, representing individuals such as steel 

and chemical workers injured by the exposure to silica and 

asbestos in the workplace. His efforts on behalf of occupational 

disease victims led to his arguing before appellate courts 

in Illinois and Minnesota. He shared his experience with 

silica litigation and product identification at several national 

conferences, addressing the plaintiff’s perspective and other 

pertinent issues. 

A published author on several legal and academic themes, Jim’s 

law review article, “Informing South Carolina Capital Juries 

About Parole” (44 S.C. Law Review 383, 1993) was cited in 2000 by 

U.S. Supreme Court Justice John Paul Stevens in his dissenting 

opinion in Ramdass v. Angelone. His reported opinions include 

Ison v. E.I. DuPont de Nemours & Co. (Del. 1999), In re Minnesota 

Asbestos Litigation (Minn., 1996), W.R. Grace & Co. v. CSR Ltd.,

(Ill. App. Ct. 1996) and In re Tutu Wells Contamination Litigation

(D.V.I. 1995). 

Jim began his legal career with the plaintiffs’ bar after 

clerkships with the South Carolina Office of Appellate Defense 

and a business, employment and intellectual property defense 

firm. He is recognized as an AV® rated attorney by MartindaleHubbell® and is a member of the American Association for 

Justice and the South Carolina Association for Justice.

John E. Herrick 

LICENSED IN: MD, SC

ADMITTED TO PRACTICE BEFORE:

U.S. District Court for the Central District of Illinois, District 

of Maryland, District of South Carolina, Eastern and Western 

Districts of Wisconsin

EDUCATION:

J.D., University of South Carolina School of Law, 1988

B.A., University of South Carolina, 1983

John Herrick has spent more than 20 years representing 

victims of asbestos exposure suffering from mesothelioma 

and other asbestos-related diseases. As a leader of the firm’s 

occupational disease practice, John continues to fight for the 

rights of those harmed by asbestos and other occupational 

diseases and assists in managing the firm’s asbestos litigation 

teams. A senior trial lawyer with years of courtroom experience, 

John represents individuals and families against defendants 

which manufactured and sold defective and unreasonably 

dangerous asbestos-containing products and equipment, as 

well as premise owners and contractors who specified and 

installed those products. 

John has litigated asbestos cases resulting from occupational, 

environmental and household exposure, receiving verdicts in 

hundreds of matters. Most recently, John was lead trial counsel 

in a welding fume verdict for the plaintiff on behalf of a welder 

who developed manganism from exposure to welding fumes. 

He won the first affirmed jury verdict in the United States for 

a domestic, asbestos- exposed mesothelioma victim in the 

Marie Granski case and achieved the first verdict in the United 

States against SCAPA US, the former manufacturer of asbestoscontaining dryer felts. John also worked as lead trial counsel 

in the Harlow trial group, cited as a top 100 case of the year by 

The National Law Journal, and litigated a personal injury case 

against a tobacco company for a plaintiff harmed by the use of 

asbestos in cigarette filters. 

John was highlighted in the 2009, 2011 and 2012 Litigation 

editions of The Legal 500 United States (mass tort and class 

action: plaintiff representation- toxic tort) and was given an AV® 

rating by Martindale-Hubbell®. He is a member of the American 

Association for Justice, American Bar Association and South 

Carolina Association for Justice. He also serves as a frequent 

guest speaker at asbestos litigation-related seminars. 

Star” in the Rhode Island rankings in environmental, medical 

malpractice and toxic tort. Martindale-Hubbell® recognizes 

Vin as a BV® rated attorney.

Named a Motley Rice member in 2008, Vin is a member of the 

American Association for Justice and American Civil Liberties 

Union. He additionally serves on the Board of Directors for the 

Rhode Island Association for Justice. 

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Motley Rice LLC • Attorneys at Law 21

Rebecca M. Katz 

LICENSED IN: NY

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the Second Circuit

U.S. District Court for the District of Colorado, and Southern, 

Eastern and Western Districts of New York

EDUCATION:

J.D., Hofstra University School of Law, 1990

B.S., Hofstra University, 1987

Rebecca Katz brings to Motley Rice’s Securities and Consumer 

Fraud team more than 20 years of complex litigation experience, 

including experience as a former senior counsel for the SEC’s 

Enforcement Division and an extensive background in both 

qui tam and SEC whistleblower cases. Rebecca currently 

represents individuals in SEC whistleblower litigation, as well 

as institutional investors in securities fraud class and individual 

actions. She is the managing member of the firm’s New York 

office and leads its SEC whistleblower practice.

Prior to joining Motley Rice, Rebecca was a partner at a large 

New York firm, where she played a central management role 

in a number of major cases. She represented the Republic of 

Iraq and the Iraqi people in Republic of Iraq v. ABB AG, et al., 

No. 08-CV-5951 (S.D.N.Y.), a case alleging corruption of the 

Oil-for-Food Programme that was established by the United 

Nations in 1995 to help provide basic necessities to Iraqi 

citizens. As a member of the Plaintiffs’ Executive Committee 

for  In re Initial Public Offering Securities Litigation, No. 21-

MC-92 (S.D.N.Y.), which ultimately settled for $586 million, she 

oversaw the hundreds of coordinated actions involved in the 

litigation. In addition, Rebecca has represented the Public 

Employees Retirement Association of New Mexico and the New 

Mexico Educational Retirement Board in individual securities 

cases against numerous defendants, including Wells Fargo & 

Company, for their alleged breach of contract and fiduciary 

duty in connection with certain investments in a securities 

lending program. 

Rebecca is a regular guest speaker at legal conferences 

throughout the country, including public pension and TaftHartley fund conferences, and has presented on issues that 

include emerging developments in securities litigation and 

the SEC whistleblower provisions of the Dodd-Frank Act, as 

well as complex and class action litigation. As a former faculty 

member at the Practising Law Institute’s Securities Litigation & 

Enforcement Institute, she explored a variety of issues impacting 

securities law and lectured at the Fordham University School of 

Law’s Eugene P. and Delia S. Murphy Conference on Corporate 

Law— Corporations, Investors and the Securities Markets. 

Rebecca has published numerous articles, including “Plaintiffs’ 

Perspective: The SEC’s Final Rules for Whistleblowers Offer a 

Balanced Approach to an Important New Program,” Securities 

Litigation Report  (with James M. Weir), July/August 2011; and 

“The Dodd-Frank Act:  New Life for Whistleblowers and the 

SEC,”  Securities Litigation Report (with David B. Harrison), 

September 2010.

Rebecca’s securities litigation experience earned her 

recognition in the 2013 edition of Benchmark Plaintiff, The 

Definitive Guide to America’s Leading Plaintiff Firms & 

Attorneys, which honored her as a “Local Litigation Star” in the 

New York rankings in securities. She was selected by her peers 

for inclusion in the 2008, 2009, 2010 and 2013 editions of New 

York Metro Super Lawyers® and in the 2011  Super Lawyers® 

Business Edition  in the litigation practice area. She was also 

recommended in  the 2012 Litigation edition of The Legal 500 

United States for her work in mass tort and class action: 

plaintiff representation – securities. 

Rebecca earned a law degree from Hofstra University School of 

Law, where she was a member of the Hofstra Law Review. She 

is a member of the New York City Bar Association Securities 

Litigation Committee.

Anne McGinness Kearse 

LICENSED IN: DC, SC

ADMITTED TO PRACTICE BEFORE:

U.S. District Court for the Eastern District of New York, Eastern 

and Western Districts of Pennsylvania and District of South 

Carolina

EDUCATION:

J.D. cum laude, University of South Carolina School of Law, 

1998

B.S., Syracuse University, 1983

Anne McGinness Kearse focuses her practice on severe personal 

injury, representing children and adults in cases involving 

workplace injuries, toxic exposure, catastrophic burns,  brain 

damage, loss of limb and paralysis, as well as wrongful death 

resulting from negligence and defective products. Through 

litigation, she has spent more than a decade seeking to hold 

accountable numerous corporations that put profits before 

safety, from the asbestos and tobacco companies to various 

consumer product manufacturers. Anne’s work has been 

instrumental in causing the implementation of better safety 

practices and corporate governance measures and holding 

companies accountable for consumers’ health and safety. She 

serves in a managing role for the firm’s occupational health and 

catastrophic injury practice groups.   

Anne works closely with families suffering from extreme and 

life-altering injuries caused by negligent manufacturing or 

management. She represents people severely burned by the 

ethanol-based fuel gel used in decorative firepots and is a 

member of the Motley Rice team litigating dozens of claims 

against manufacturers Napa Home and Garden, Inc., and Fuel 

Barons, Inc., and their insurers. Additionally, she represents a 

West Virginia resident seriously injured by carbon monoxide 

poisoning while a hotel guest and recently resolved a suit filed 

by a family whose young daughter suffered brain damage after 

a near drowning. 

During law school, Anne supported the legal team representing 

the State Attorneys General in the historic lawsuit against Big 

Tobacco, which resulted in the largest civil settlement in U.S. 

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22 Motley Rice LLC • Attorneys at Law 

history. After graduation, she helped litigate Falise v. American 

Tobacco Company and began representing asbestos victims. 

Today, she continues to represent people diagnosed with 

the devastating, deadly occupational disease mesothelioma 

caused by asbestos exposure in the chemical, electric power 

generation, steel or construction industries. She also litigates 

asbestos claims for household exposure victims, including 

children and housewives who developed mesothelioma or 

other asbestos-related diseases because they were exposed 

to asbestos a family member brought home on clothes or 

belongings. 

Anne has tried several noteworthy cases, including Cox vs. A&I 

Company, West Virginia’s first domestic asbestos exposure 

case, and the 2002 West Virginia Consolidated Asbestos Trial 

against Union Carbide in which the company was found to have 

maintained unsafe working conditions at its plants throughout 

the state.  In addition to maintaining an active trial schedule, 

Anne represents Canadian Workers’ Compensation Boards in 

U.S. courts to recoup benefits they paid Canadian asbestos 

victims.

Anne has written several articles of interest to the plaintiffs’ bar 

and frequently speaks on asbestos litigation, general product 

liability and tort reform at seminars across the country. She 

has been published on major legal issues, including forum 

non conveniens and defective products abroad, corporate 

misconduct, medicolegal aspects of asbestos litigation and 

mass tort litigation. Anne contributed to the 12th chapter 

of the  book, “Pathology of Asbestos-Associated Diseases” 

(Medicolegal Aspects of Asbestos-Related Diseases: A 

Plaintiff’s Attorney’s Perspective, 2nd ed., 2004). Edited by Victor 

L. Roggli, MD; Tim D. Oury, MD, PhD; and Thomas A. Sporn, MD, 

this publication is a comprehensive asbestos reference book 

used by both physicians and attorneys. 

Anne’s peers selected her for inclusion in the 2011, 2012 and 

2013 editions of The Best Lawyers in America® for her work in 

mass tort litigation/class actions- plaintiffs, and both the 2012 

and 2013 editions of Benchmark Plaintiff, The Definitive Guide 

to America’s Leading Plaintiff Firms & Attorneys recognized her 

as a “Litigation Star” in both its national and South Carolina 

rankings for mass tort/product liability. The National Trial 

Lawyers named her in 2010 as one of its Top 100 Trial LawyersTM 

in South Carolina. She was also highlighted in the 2009, 2011 

and 2012 Litigation editions of The Legal 500 United States 

(mass tort and class action: plaintiff representation- toxic tort). 

Anne was selected by her peers for inclusion in the 2013 South 

Carolina Super Lawyers® list and is recognized as a BV® rated 

attorney by Martindale-Hubbell®.

In 2012, Anne was elected to the Board of Governors for the 

South Carolina Association for Justice and asked to serve on 

its Legislative Policy Working Group. She was also elected in 

2012 to be the South Carolina state delegate to the Board of 

Governors of the American Association for Justice. She serves 

as a chair of the AAJ Committee on Asbestos Education for the 

Asbestos Litigation Group and Vice-Chair for STEP (Section of 

Toxic, Environmental and Pharmaceutical Torts). In 2011, Anne 

Marlon E. Kimpson 

LICENSED IN: SC

ADMITTED TO PRACTICE BEFORE:

U.S. District Court for the District of South Carolina

EDUCATION:

J.D., University of South Carolina School of Law, 1999 

B.A., Morehouse College, 1991

Marlon Kimpson represents victims of corporate malfeasance, 

from investors in securities and consumer fraud cases to people 

injured or killed in aviation disasters and other catastrophic 

incidents. Building upon the firm’s relationships with unions 

and governmental entities, Marlon represents individuals, 

state and municipality pension funds, multi-employer plans, 

unions and other institutional investors in securities fraud 

class actions and mergers and acquisition cases to help 

recover assets and improve corporate governance. Marlon 

has worked on shareholder derivative litigation and on 

mergers and acquisitions cases that include: In re Atheros 

Communications, Inc., Shareholder Litigation, In re Celera 

Corporation Shareholder Litigation, In re RehabCare Group, 

Inc., Shareholders Litigation and In re Coventry Healthcare, 

Inc., Shareholder Litigation. Marlon currently serves as South 

Carolina State Senator of District 42, representing citizens of 

Charleston and Dorchester Counties. 

Marlon joined Motley Rice attorneys in 2000 and has played an 

integral role in developing the firm’s catastrophic injury, aviation, 

asbestos and securities fraud practice groups. He has worked 

as a member of the aviation team on commercial and charter 

aviation cases with clients, defendants and accidents involving 

multiple countries. He has also worked with the Environmental 

team to represent people and businesses that need help filing 

their claims under the new claims programs established by the 

two Deepwater Horizon BP oil spill settlements. 

A frequent speaker, Marlon has presented at seminars and 

conferences across the country, including the Public Funds 

Summit, the National Association of State Treasurers, the South 

Carolina Black Lawyers’ Association, the National Conference 

on Public Employee Retirement Systems (NCPERS) and the 

National Association of Securities Professionals (NASP). 

was re-elected to the Public Justice Foundation’s Board of 

Directors and, in 2012, was elected to serve on the Foundation’s 

Executive Committee. She also serves as Treasurer for the 

Public Justice Foundation. She was named in 2011 to the 

Executive Board for Safe Kids Trident Coalition, a local chapter 

of Safe Kids USA, to advocate for childhood injury prevention.

Anne is a member of the American Association for Justice, 

American Bar Association, South Carolina Association for 

Justice and Litigation Counsel of America Trial Lawyer Honorary 

Society. A University of South Carolina School of Law bronze 

Compleat Award recipient, she is also a member of the Order 

of the Coif, Order of the Wig and Robe, John Belton O’Neal Inn 

of Court and the James L. Petigru Chapter of the American Inns 

of Court.

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Motley Rice LLC • Attorneys at Law 23

Mark I. Labaton 

LICENSED IN: CA, DC

ADMITTED TO PRACTICE BEFORE:

Supreme Courts of California, the District of Columbia and 

Pennsylvania; U.S. Court of Appeals for the First, Second, Third, 

Fifth, Seventh, Ninth and D.C. Circuits; U.S. District Court for 

the Districts of Colorado, Massachusetts, Utah, and District of 

Columbia, Western District of Washington, Central, Northern, 

Southern and Eastern Districts of California

EDUCATION:

J.D., Duke University School of Law, 1988

M.A., Northwestern University Medill School of Journalism, 

1981

B.A., Oberlin College, 1980

As a former federal prosecutor, Mark Labaton is a longstanding advocate for corporate responsibility and financial 

accountability. For many years, Mark has litigated complex 

securities fraud, whistleblower, shareholder rights, corporate 

governance, insurance, financial fraud and consumer fraud 

cases. He currently serves as managing partner of the firm’s 

Los Angeles office, Motley Rice LLP, and leads its qui tam

whistleblower litigation team.

Mark has been instrumental in securing multiple settlements 

and judgments for his clients totaling close to $1 billion. He has 

served as lead attorney or played an integral role in prosecuting 

(and defending) high-profile cases against a broad range of 

Fortune 500 and other large public and private companies, as 

well as prominent corporate officers and directors. A number of 

these cases have resulted in important legal precedents.

Early in his career, Mark served as an Assistant U.S. Attorney 

for the Central District of California, where he prosecuted 

white-collar fraud cases against officers, directors and senior 

executives of federally-insured  financial institutions and False 

Claims Act actions against healthcare providers, defense 

contractors and other government contractors. He received 

After five years in commercial banking, Marlon earned a law 

degree before serving as a law clerk to Judge Matthew J. Perry 

of the U.S. District Court of South Carolina. His work in the legal 

field was recognized by Benchmark Plaintiff, The Definitive Guide 

to America’s Leading Plaintiff Firms & Attorneys, which named 

Marlon in 2012 as a “Litigation Star” in its national rankings for 

mass tort/product liability and, in both 2012 and 2013, as a “Local 

Litigation Star” in its South Carolina rankings in environmental, 

mass tort and securities. His legal work and volunteer service 

also earned him the University of South Carolina School of 

Law bronze Compleat Award. Martindale-Hubbell® recognizes 

Marlon as a BV® rated attorney.

Marlon is active in his community and formerly served on the 

Board of Directors for the Peggy Browning Fund. He has also 

held leadership roles with the University of South Carolina Board 

of Visitors, the Charleston Black Lawyers Association and the 

South Carolina Election Commission. He is a lifetime member 

of the NAACP and a member of the American Association for 

Justice, American Bar Association, National Bar Association, 

South Carolina Association for Justice, Sigma Pi Phi Boulé and 

Omega Psi Phi fraternity.

awards and  commendations from the U.S. Attorney General, 

several U.S. Attorneys, the FDIC, the FDIC’s Office of the 

Inspector General, the Federal Bureau of Investigation, the 

Federal Reserve Board of  Governors, the Immigration and 

Naturalization Service and the Small Business Administration. 

Mark also served as legal counsel to a mayoral transition 

team and, subsequently, as a special counsel to the District. 

He worked directly with the Director of the D.C. Department 

of Health, Vincent Gray, to develop a comprehensive ten-year 

plan for the District’s healthcare system.

Mark’s passion for writing has led to numerous published nonlegal commentary, features and articles for daily, national and 

local newspapers and regional magazines. Awarded funding 

from the Ford Foundation, he wrote a series of articles on 

human rights issues for several international newspapers. 

Additionally, he has published more than two dozen legallyrelated commentary articles in publications that include: Los 

Angeles Real Estate Journal, Los Angeles Lawyer, San Francisco 

Daily Journal, the Duke Law Journal, the Banking Law Review, 

Practising Law Institute’s Securities Law Handbook, the 

Consumer Lawyers Advocate magazine, Legal Times, Texas 

Lawyer, New Jersey Lawyer, Manhattan Lawyer and Irish Times. 

For years, he has written as a featured business law columnist 

in the Los Angeles Daily Journal. He also appeared in published 

symposia and was featured on the cover of Los Angeles Lawyer 

magazine in connection with a lead article on credit default 

swaps, which that magazine’s editors solicited from him based 

on his work as an advocate for securities and consumer fraud 

victims. 

At Duke University School of Law, Mark served as a staff and 

editorial board member of the Duke Law Journal and received 

the Hervey M. Johnson Writing Prize for the best law review 

article. The article was later cited in court opinions and other 

law review articles that led to an amendment of the Federal 

Rules of Civil Procedure. 

Both national and local media frequently quote Mark, and he has 

been named for five consecutive years to the Southern California 

Super Lawyers®  list. He has also been a featured speaker, 

panelist and moderator at legal conferences hosted by Duke 

University School of Law, Taxpayers Against Fraud, the Institute 

of Law and Economic Policy, the Rand Institute, the Claremont 

University Drucker and Ito Business School, the U.S. Department 

of Justice, the FDIC, the U.S.  Department of Education, the 

Beverly Hills Bar Association and the National Association of 

Legal Professionals. 

Mark is an elected member of the American Law Institute, 

serves as Vice President of the Institute of Law and Economic 

Policy, and is an appointed member of the Appellate Courts 

Committee of the Los Angeles Bar Association and its Antitrust 

and Unfair Business Practice section. He served on the Board of 

Governors of the Association of Business Trial Lawyers from 2008 

to 2012. He is also a member of Taxpayers Against Fraud and its 

Dodd-Frank SEC Working Group, the American Association for 

Justice, the Association of Former U.S. Attorneys and Assistant 

U.S. Attorneys for the Central District of California, the National 

Association of Shareholder and Consumer Attorneys, and the 

American Bar Association White Collar Crime Committee.

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24 Motley Rice LLC • Attorneys at Law 

Gregg S. Levin 

LICENSED IN: DC, MA, SC

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the First, Second, Third, Fifth, Ninth 

and Eleventh Circuits

U.S. District Court for the District of Colorado

EDUCATION:

J.D., Vanderbilt University School of Law, 1987 

B.A., University of Rochester, 1984

With more than two decades of legal experience, Gregg Levin 

represents domestic and foreign institutional investors and 

union pension funds in corporate governance, directorial 

misconduct and securities fraud matters. His investigative, 

research and writing skills have supported Motley Rice as lead 

or co-lead counsel in numerous securities and shareholder 

derivative cases against Dell, Inc., UBS AG and Cintas 

Corporation. Gregg manages complaint and brief writing 

for class action deal cases, shareholder derivative suits and 

securities fraud class actions. 

Prior to joining Motley Rice, Gregg was an associate with Grant 

& Eisenhofer in Delaware, where he represented institutional 

investors in securities fraud actions and shareholder derivative 

actions in federal and state courts across the country, including 

the WorldCom, Telxon and Global Crossing cases. He also 

served as corporate counsel to a Delaware Valley-based retail 

corporation from 1996-2003, where he handled corporate 

compliance matters and internal investigations.

Gregg is a published author on corporate governance and 

accountability issues, having written significant portions of the 

treatise Shareholder Activism Handbook (Aspen Publishers, 

November 2005), as well as several other articles of interest to 

institutional investors, including:

“In re Cox Communications: A Suggested Step in the Wrong 

Direction” (Bank and Corporate Governance Law Reporter,

September 2005) 

“Does Corporate Governance Matter to Investment Returns?” 

(Corporate Accountability Report, September 23, 2005) 

“In re Walt Disney Co. Deriv. Litig. and the Duty of Good 

Faith under Delaware Corporate Law” (Bank and Corporate 

Governance Law Reporter, September 2006) 

“Proxy Access Takes Center Stage: The Second Circuit’s 

Decision in American Federation of State County and 

Municipal Employees, Employees Pension Plan v. American 

International Group, Inc.” (Bloomberg Law Reports, February 5, 

2007) 

“Investor Litigation in the U.S. -- The System is Working” 

(Securities Reform Act Litigation Reporter, February 2007)

Appearing in the media to discuss a variety of securities 

matters, Gregg has also presented in more educational forums, 

including at the Ethics and Transparency in Corporate America 

Webinar held by the National Association of State Treasurers.

Robert J. McConnell 

LICENSED IN: MA, RI

ADMITTED TO PRACTICE BEFORE:

U.S. District Court for the District of Massachusetts, District of 

Rhode Island

EDUCATION:

J.D., Suffolk University School of Law, 1987 

A.B., Brown University, 1979

Bob McConnell’s practice concentrates on lead pigment 

litigation, childhood lead poisoning cases and other toxic 

environmental litigation with Motley Rice’s Environmental 

practice group. For several years, Bob prepared for and served 

on the trial team in the landmark trial on behalf of the state of 

Rhode Island against corporate defendants from the lead paint 

industry. In 2005, he successfully argued the precedent-setting 

case Thomas v. Mallett 285 Wis 2d 236 as part of the Motley Rice 

trial team applying risk contribution theory to the lead paint 

industry before the Wisconsin Supreme Court. 

Bob currently represents children injured by childhood lead 

poisoning against property owners, governmental agencies 

and lead pigment companies. In Rhode Island, Bob secured 

the largest lead paint poisoning settlement on behalf of a child 

injured by lead poisoning. He also played a leading role in a 

statewide lobbying effort to defeat legislation that would have 

denied lead-poisoned children and their families the right 

to seek justice. Through testimony, analysis and grassroots 

outreach, he helped the Rhode Island legislature pass a bill 

helping to prevent childhood lead poisoning without infringing 

on victims’ rights. 

Additionally, Bob litigates cases involving environmental 

hazards such as groundwater or soil contamination. He 

represents victims seeking corporate accountability as a result 

of personal injury, property damage and economic loss as a 

result of negligent environmental practices. Recently, Bob 

represented more than 100 residents of Tiverton, Rhode Island, 

in an environmental contamination lawsuit against a major New 

England utility company. 

With over two decades of experience in asbestos litigation, 

Bob also works on the firm’s occupational disease and toxic 

tort litigation. He continues to represent victims of asbestos 

exposure suffering from mesothelioma and other asbestosrelated diseases. He has managed large consolidation trials 

in several states including Maryland, Mississippi and West 

Virginia. 

After beginning his career as a teacher, Bob earned a law degree 

and clerked for the Honorable Donald F. Shea of the Rhode 

Island Supreme Court. He joined Motley Rice attorneys on the 

tobacco litigation team representing multiple state attorneys 

general, which resulted in the historic Master Settlement 

Agreement between the states and the tobacco industry. 

Recognized as an AV® rated attorney by Martindale-Hubbell®, 

Bob was named a “Local Litigation Star” in the 2012 and 

2013 editions of Benchmark Plaintiff, The Definitive Guide to 

America’s Leading Plaintiff Firms & Attorneys in its Rhode Island 

rankings in environmental and toxic tort. He has been selected 

by his peers for inclusion in every edition of The Best Lawyers 

in America® since 2009 for his work in mass tort litigation/class 

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Motley Rice LLC • Attorneys at Law 25

Donald A. Migliori 

LICENSED IN: MA, MN, NY, RI

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the First and Fourth Circuits, U.S. 

District Court for the District of Rhode Island, District of 

Massachusetts and Northern, Southern and Eastern Districts 

of New York

EDUCATION:

M.A./J.D., Syracuse University, 1993 

A.B., Brown University, 1988

Building upon his experience in complex asbestos cases, the 

historic tobacco lawsuits and 9/11 litigation, Don Migliori is 

a multifaceted litigator. He represents victims of terrorism, 

aviation disasters, environmental contamination, defective 

medical devices and drugs, occupational diseases and 

securities and consumer fraud in cutting-edge litigation that 

spans the country. 

Don played a central role in the extensive discovery, mediations 

and settlements of more than 50 cases of 9/11 aviation liability 

and damages against numerous defendants. In this role, Don 

represents families of the victims of the September 11, 2001, 

attacks who opted-out of the Victim Compensation Fund to 

seek greater answers, accountability and recourse, and serves 

as liaison counsel for all wrongful death and personal injury 

cases in the 9/11 aviation security litigation. Additionally, he 

manages anti-terrorism litigation associated with the 9/11 

terrorist attacks as a lead attorney of the 9/11 Families United 

to Bankrupt Terrorism groundbreaking litigation designed to 

bankrupt the financiers of al Qaeda.

Don serves as co-lead plaintiffs’ counsel and liaison counsel for 

the Composix® Kugel® Mesh multidistrict litigation, In re Kugel 

Mesh Hernia Patch Products Liability Litigation, the first MDL in 

federal Rhode Island Court, on behalf of thousands of individuals 

alleging injury by the hernia repair patch. In Christopher Thorpe 

and Laure Thorpe v. Davol, Inc. and C.R. Bard, Inc., the second 

case to go to trial out of thousands of cases filed in the MDL, 

the U.S. District Court for the District of Rhode Island found 

actions- plaintiffs. In addition, Bob has been selected by his 

peers for inclusion in the New England Super Lawyers® and 

Rhode Island Super Lawyers® lists each year since 2008.

Highly active in the Rhode Island community, Bob serves 

as board vice chairman of The Institute for the Study and 

Practice of Nonviolence, an organization that seeks to promote 

nonviolence among young people in Rhode Island’s inner cities. 

He is also a board member for the George Wiley Center, which 

advocates for the rights of low income Rhode Island citizens, 

and the Fund for Community Progress, an organization that 

supports 26 grassroots organizations working for long-term 

community change. 

Bob frequently speaks about lead paint litigation to local and 

regional groups such as the Rhode Island Bar Association and 

the Northeast Conference of Attorneys General. He is a member 

of the American Association for Justice and the American Bar 

Association.

hernia patch manufacturer Davol and parent company C.R. 

Bard liable for negligent design of the patch and failure to warn 

of the dangers associated with the patch. The jury awarded $1.5 

million to the plaintiffs for personal injury damages and loss 

of consortium. He serves as liaison counsel for the Composix® 

Kugel® Mesh lawsuits consolidated in Rhode Island state court.

Don serves as co-liaison counsel in the N.J. Bard pelvic mesh 

litigation in Atlantic County and plays a central role in the 

thousands of cases involving women allegedly harmed by 

pelvic mesh/sling products. Hundreds of cases have been filed 

in federal and states courts against defendants that include 

American Medical Systems, Inc. (AMS), Boston Scientific, C.R. 

Bard, Inc., and Johnson & Johnson.  He  is a member of the 

Plaintiffs’ Steering Committee in  the Levaquin® litigation, as 

well as the Depuy® Orthopaedics, Inc. ASRTM and   Pinnacle® 

Hip Implant MDLs. 

Motley Rice’s Securities and Consumer Fraud team relied upon 

Don’s experience in connection with the commencement of 

and strategy for shareholder derivative litigation brought 

on behalf Chiquita Brands International, Inc., alleging the 

defendants breached their fiduciary duties by paying bribes 

to terrorist organizations in violation of U.S. and Columbian 

law. He also served as trial counsel for PACE Industry UnionManagement Pension Fund in a securities case against Forest 

Laboratories, Inc., and was involved in the initial liability 

discovery and trial strategy in an ongoing securities fraud class 

action involving Household International, Inc.

Don began working with Motley Rice attorneys in 1997 on behalf 

of the State Attorneys General in the historic lawsuit against Big 

Tobacco, resulting in the largest civil settlement in U.S. history. 

He has more than a decade of interdisciplinary experience with 

asbestos, medical and securities litigation. He tried several 

noteworthy asbestos cases on behalf of mesothelioma victims, 

including the state of Indiana’s first contractor liability verdict 

and first premises liability verdict for wrongful exposure to 

asbestos. He continues to manage asbestos cases and actively 

litigates mesothelioma lawsuits in the courtroom. 

Don is a frequent speaker at legal seminars across the country 

and has appeared on numerous television and radio broadcast 

programs, as well as in print media to address legal issues 

related to terrorist financing, aviation security, class action 

litigation, premises liability, asbestos and defective medical 

devices cases.  A  “Distinguished  Practitioner in Residence” 

at Roger Williams University School of Law for the 2010-2011 

academic year, he currently teaches mass torts as an adjunct 

professor. 

Rhode Island Lawyers Weekly and Massachusetts Lawyers 

Weekly each selected Don as being among their 2011 Lawyers 

of the Year. The 2012 and 2013 editions of Benchmark Plaintiff, 

The Definitive Guide to America’s Leading Plaintiff Firms & 

Attorneys honored him as a “Local Litigation Star” in the Rhode 

Island rankings in human rights and product liability. An AV® 

rated attorney in Martindale-Hubbell®, Don was selected by his 

peers for inclusion  in the 2009–2013  editions of New England 

TEAM BIOS: 

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26 Motley Rice LLC • Attorneys at Law 

Ingrid L. Moll 

LICENSED IN: CT, DC, NY, SC

ADMITTED TO PRACTIC BEFORE:

U.S. Court of Appeals for the Second, Fourth and Tenth 

Circuits, U.S. District Court for the District of Colorado, District 

of Connecticut, Eastern and Southern Districts of New York

EDUCATION:

J.D., University of Connecticut School of Law, 1999 

B.A., Wheaton College, 1995

Ingrid Moll is a trial and appellate attorney who represents 

consumers, businesses and governmental entities in complex 

consumer protection, unfair trade practices, commercial and 

environmental litigation.

Prior to joining Motley Rice, Ingrid was an associate attorney 

at two large defense firms. She also served as a law clerk to 

Justice David M. Borden of the Connecticut Supreme Court 

from 1999-2001. As a law student, Ingrid was editor-in-chief of 

the Connecticut Law Review.

In recognition of her professional achievements and 

commitment to the community, Ingrid was honored with the 

2005 Hartford Business Journal’s Forty Under 40 award and the 

2005 Connecticut Law Tribune’s New Leaders of Law Impact 

Award.

Active in the Connecticut community, Ingrid serves as an 

executive member of the Board of Directors of the Connecticut 

Bar Foundation and is a co-chair of the Bar Foundation’s 

grantmaking committee. Ingrid also serves as President-Elect 

of the Board of Directors of the Alumni Association of the 

University of Connecticut School of Law, where she previously 

taught moot court as an adjunct professor. Ingrid is President 

of the Oliver Ellsworth Inn of Court, and is a member of Swift’s 

Inn, the Connecticut State Advisory Committee of the U.S. Civil 

Rights Commission and the Connecticut Client Security Fund 

Committee.

William H. Narwold 

LICENSED IN: CT, DC, NY, SC

ADMITTED TO PRACTICE BEFORE:

U.S. Supreme Court, U.S. Court of Appeals for the First, 

Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth, Eleventh and 

Federal Circuits, U.S. District Court for the District of Colorado, 

District of Connecticut, Eastern and Southern Districts of New 

York, District of South Carolina

EDUCATION:

J.D. cum laude, University of Connecticut School of Law, 1979 

B.A., Colby College, 1974

Bill Narwold has advocated for corporate accountability 

and fiduciary responsibility for nearly 35 years, representing 

consumers, governmental entities, unions and institutional 

investors. He litigates complex securities fraud, shareholder 

rights and consumer fraud lawsuits, as well as matters involving 

unfair trade practices, antitrust violations, whistleblower/qui 

tam claims and intellectual property matters. Bill is the practice 

group leader of Motley Rice’s Securities and Consumer Fraud 

practice group.

Additionally, Bill manages the firm’s appellate group. His 

experience includes being involved in more than 200 appeals 

before the U.S. Supreme Court, U.S. Courts of Appeal and 

multiple state courts.

Bill joined Motley Rice in 2004, after directing corporate, financial, 

real estate, trust and estate litigation on behalf of private and 

commercial clients for 25 years at Cummings & Lockwood in 

Hartford, Connecticut, including 10 years as managing partner. 

Prior to his work in private practice, he served as a law clerk 

for the Honorable Warren W. Eginton of the U.S. District Court, 

District of Connecticut from 1979-1981.

Bill often acts as an arbitrator and mediator both privately and 

through the American Arbitration Association. He is a frequent 

speaker on legal matters, including class actions.

Named one of 11 lawyers “who made a difference” by The 

Connecticut Law Tribune, Bill serves the Hartford professional 

community as the past President of the Connecticut Bar 

Foundation and past member of the Board of Trustees of the 

University of Connecticut Law School Foundation. He was 

named in the 2008 The Best of the U.S. list and was selected by 

his peers for inclusion in the 2009–2013 editions of Connecticut 

Super Lawyers® and New England Super Lawyers®. He was 

named the Best Lawyers’® 2013 Hartford Litigation- Banking & 

Finance “Lawyer of the Year” and has also been selected by 

his peers for inclusion in every edition of The Best Lawyers 

in America® since 2005 for his work in litigation- banking and 

finance; litigation- mergers and acquisitions; and litigationsecurities. Bill is recognized as an AV® rated attorney by 

Martindale-Hubbell®.

He has also been involved with the Greater Hartford Legal 

Assistance Foundation and Lawyers for Children America. 

He is a member of the American Bar Association and the 

National Association of Consumer Advocates. For more 

than twenty years, Bill served as a Director and Chairman of 

Protein Sciences Corporation, a biopharmaceutical company 

in Meriden, Connecticut. In 2008, Bill received the Connecticut 

Bar Foundation’s Legal Services Leadership Award.

Super Lawyers®  and Rhode Island Super Lawyers®  and was 

named among the “Best of the Best” on the Top 10 Rhode Island 

Super Lawyers 2012 list. He was also selected by his peers for 

inclusion in the 2011, 2012 and 2013 editions of The Best Lawyers 

in America® for his work in mass tort litigation/class actionsplaintiffs. Rhode Island Lawyers Weekly selected him in 2011 as 

one of its Lawyers of the Year. In 2010, The National Trial Lawyers 

named him one of its Top 100 Trial LawyersTM in Rhode Island, 

and he was named in the 2010 edition of the LawdragonTM 3,000. 

Don was honored in 2005 as one of Providence Business News’

Forty Under 40.

Don is the former President of the Rhode Island Association for 

Justice. He serves on the Board of Governors for the American 

Association for Justice and the Board of Directors for the 

National Center for Victims of Crime. He is also a member of 

the American Bar Association. 

TEAM BIOS: 

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Motley Rice LLC • Attorneys at Law 27

Vincent I. Parrett 

LICENSED IN: CA, NY, SC

ADMITTED TO PRACTICE BEFORE:

U.S. Supreme Court, U.S. Court of Appeals for the First, Second 

and Ninth Circuits, U.S. District Court for the Central, Northern 

and Southern Districts of California, Eastern and Southern 

Districts of New York and District of South Carolina, U.S. Navy - 

Marine Court of Criminal Appeals, U.S. Courts – Martial

EDUCATION:

LT, JAG Corps, Naval Justice School, 1999 

J.D., New York University School of Law, 1998

Goethe Institute, Mannheim, Germany, 1995

B.A., Yale University, 1994

Vince Parrett represents individual and institutional clients in 

complex litigation involving terrorist financing, human rights 

violations, securities and consumer fraud, aviation disasters 

and occupational diseases, as well as in maritime, asbestos, 

tobacco and lead paint cases. 

As a member of Motley Rice’s Anti-Terrorism and Human Rights 

practice group, Vince represents American and Israeli terrorism 

victims in international litigation seeking to hold accountable 

terrorist financiers who allegedly supported dozens of 

terror attacks in Israel during the Second Intifada. Vince 

also represents more than 6,500 family members, survivors 

and those who lost their lives in the 9/11 terrorist attacks in 

groundbreaking litigation against the alleged financial and 

material sponsors of al Qaeda.

Working with the firm’s Securities and Consumer Fraud team, 

Vince litigates deal cases to protect shareholders’ financial 

interests against under-priced and coercive corporate mergers 

and acquisitions and represents both individual and institutional 

investors seeking redress for financial injuries in securities 

fraud class actions. He is also a member of the trial team 

representing the People of the State of California and multiple 

counties, including the counties of San Francisco, Santa Clara, 

Los Angeles, and San Diego, in litigation against national lead 

paint manufacturers. This case, which is expected to try in late 

2013, seeks to compel those manufacturers to remove lead 

paint from homes throughout California, particularly those 

occupied by lower-income families in inner-city, community 

housing.

Vince is additionally a part of the litigation team fighting ship 

owners and manufacturers of asbestos-containing products 

on behalf of crew members exposed for decades to asbestos 

aboard ships. He is litigating cases against international tobacco 

companies, as well, including litigation involving the issue of 

federal preemption. Motley Rice has intervened in this litigation 

to support the constitutional power of states and localities to 

protect the health and safety of citizens by regulating the time, 

place and manner of sale of certain tobacco products. Earlier 

in 2013, Vince won a liability verdict for the family of a wrongful 

death victim in a federal trial in the Middle District of Florida 

against a tobacco company.* 

Before joining Motley Rice, Vince represented victims of the 

9/11 attacks as an associate with a New York firm, where he 

handled multidistrict litigation and litigated aviation wrongfuldeath cases involving crashes of commercial and general 

aviation aircraft and helicopters internationally. 

Upon graduating from NYU Law School, Vince worked for one 

year as an associate in the Litigation Department of Hale and 

Dorr in Boston, focusing on securities fraud litigation and SEC 

investigations. Vince next joined the U.S. Navy Judge Advocate 

General’s Corps, where, after graduating with honors from the 

Naval Justice School in Newport, R.I., he served as a Naval 

Officer trying scores of courts-martial trials before juries at 

Naval Station Norfolk, Va. In 2002, LT Parrett was appointed as 

Officer-In-Charge of Naval Legal Service Office at Naval Air 

Station Oceana, where he led a team of JAG Officers providing 

legal counsel to the large Naval Aviation community in Virginia 

Beach, Va., until March 2003. 

Vince has co-authored several articles and presentations, 

including Aviation Lawyers Striking Back at the Terror Network; 

and Reflections on the 1999 Montreal Convention Affecting 

Victims of International Aviation Disasters in Congested Skies.

He was recognized in the inaugural 2012 edition of Benchmark 

Plaintiff, The Definitive Guide to America’s Leading Plaintiff 

Firms & Attorneys, which named him as a “Litigation Star” in 

its national rankings for civil rights/human rights, as well as its 

South Carolina rankings in human rights, personal injury and 

securities. Vince was recognized by Benchmark Plaintiff again 

in 2013 as a “Local Litigation Star” in the South Carolina rankings 

for human rights, product liability, securities and toxic tort.

In 2012, Vince was appointed to the Board of Advisers of the 

Academy of American Legal Writers, a division of LawProse, 

the “oldest and largest provider of continuing legal education 

in writing, advocacy, and transactional drafting in the United 

States.” He is also a member of the American Association for 

Justice, American Bar Association and Federal Bar Council Inn 

of Court.

TEAM BIOS: 

Mary F. Schiavo 

LICENSED IN: DC, FL, MD, MO, SC

ADMITTED TO PRACTICE BEFORE:

U.S. Supreme Court

EDUCATION:

J.D., New York University School of Law, 1980 (Root-Tilden 

Scholar)

M.A., The Ohio State University, 1977 (University Fellow)

B.A., cum laude, Harvard University, 1976

Throughout her career in law and public service, Mary 

Schiavo has sought accountability and industry change from 

corporations, institutions and the government so that they 

may meet their obligation to protect the safety and security 

of the traveling public. With experience in transportation 

litigation, Mary represents victims and their families suffering 

from negligence of airline, automotive, commercial trucking, 

motorcoach and rail companies. 

A leader of the firm’s aviation team, Mary has represented 

passengers and crew of most major U.S. air crashes, as well 

as pilots and passengers on private or charter planes. She 

represents passengers, pilots, flight attendants and select 

owners and operators. Her experience with major, complex 

aviation litigation includes more than 50 cases on behalf of the 

family members of the passengers and crew of all the planes 

hijacked on Sept. 11, 2001. 

Case: 1:12-cv-00276 Document #: 106 Filed: 10/25/13 Page 163 of 239 PageID #:2344
28 Motley Rice LLC • Attorneys at Law 

Mary has held numerous government appointments under 

three U.S. Presidents, including that of Inspector General of 

the U.S. Department of Transportation from 1990 to 1996. Under 

Mary’s direction, the agency investigated air safety, crimes 

and disasters; secured more than 1,000 criminal convictions; 

and exposed billions of dollars of fraud, waste and abuse of 

taxpayer money. She testified before Congress multiple times 

on transportation safety, security, budgeting and infrastructure. 

In recognition of her work combating the use of bogus aircraft 

parts worldwide, Mary was honored at the Smithsonian 

Institution with its Aviation Laurel Award in 1992 and 1995 and 

was inducted to the Aviation Laurel Hall of Fame in 1997. 

As an Assistant U.S. Attorney early in her career, Mary litigated 

civil cases and prosecuted federal white-collar crimes, bank 

and securities fraud, mail and wire fraud, drug trafficking and 

counterfeiting. During her appointment, she also served on the 

U.S. Department of Justice’s Organized Crime and Racketeering 

Strike Force, prosecuting high-profile criminal cases of bank 

and securities fraud and related mail and wire fraud, including 

a large investigation of a bank and securities fraud scheme that 

resulted in the federal takeover of banks, savings and loans 

throughout the Midwest. 

In 1987, Mary was selected as a White House Fellow and 

assigned to the U.S. Attorney General, where she worked as the 

Special Assistant for Criminal Affairs. In this role, she reviewed 

high security prosecutions, prepared Foreign Intelligence 

Surveillance Act Requests, attended foreign legal summits with 

the Attorney General and worked on international prisoner and 

evidence exchanges. During this time, she also taught trial 

technique at the U.S. Attorney General’s Advocacy Institute and 

the Federal Bureau of Investigation Academy. Her work earned 

her an appointment as the Assistant U.S. Secretary of Labor in 

1989, where she led the Office of Labor Management Standards, 

supervising union elections and investigations on election and 

financial irregularities. 

A frequent on-air contributor or consultant for several networks, 

Mary has appeared on ABC, CNN, CBS, Fox News, NBC, BBC, the 

History Channel and Discovery Channel. Named by Glamour

magazine as a 1997 Woman of the Year, 1987 Working Woman of 

the Year and a Top Ten College Student in 1975, she has spoken 

about aviation safety on 20/20, 60 Minutes, Good Morning 

America, Larry King Live, Nancy Grace, Nightline, Oprah, The 

O’Reilly Factor, Today, and Your World with Neil Cavuto, among 

others. Mary is the author of Flying Blind, Flying Safe, a New 

York Times bestseller, featured in Time magazine for exposing 

the poor safety and security practices of the airlines and 

the failures of the federal government to properly regulate 

the aviation industry. She contributed to Aviation Security 

Management (Volume One, 2008) and Supply Chain Security

(Volumes One and Two, 2010). 

The 2012 and 2013 editions of Benchmark Plaintiff, The Definitive 

Guide to America’s Leading Plaintiff Firms & Attorneys

recognized Mary as a “Litigation Star” in its national rankings 

for mass tort/product liability, as well as its South Carolina 

rankings in mass tort and securities. She was also selected by 

her peers for inclusion in the 2010, 2011, 2012 and 2013 editions 

of The Best Lawyers in America® for her work in mass tort 

litigation/class actions- plaintiffs.

Carmen S. Scott 

LICENSED IN: SC

EDUCATION:

J.D., University of South Carolina School of Law, 1999 

B.A., College of Charleston, 1996

Carmen Scott helps lead Motley Rice’s mass tort pharmaceutical 

litigation by managing complex personal injury and economic 

recovery damages cases on behalf of victims of harmful 

medical drugs and devices, medical negligence, and corporate 

misconduct. 

With a focus on women’s products, Carmen has been on 

the forefront of national contraceptive litigation involving 

products such as Mirena®IUD, Nuvaring®, Yaz® and Yasmin®. 

She serves on the Plaintiffs’ Steering Committee in the In re 

NuvaRing Products Liability Litigation, as co-lead counsel in 

the In re Mirena Product Liability state court consolidation in 

New Jersey, and as Co-Chair of the AAJ Mirena® IUD Litigation 

Group. Carmen currently represents clients in a variety of drug 

product matters, including osteonecrosis and femur fracture 

cases related to the osteoporosis drug Fosamax®.

Prior to joining Motley Rice in 2005 and concentrating her efforts 

on the medical practice area, Carmen represented numerous 

clients in jury trials, working on products liability, personal 

injury and business cases for both plaintiffs and defendants. 

Carmen is a frequent speaker on medical litigation and topics 

involving women’s products, regularly lecturing at both legal 

seminars and public advocacy events on such issues as 

plaintiffs’ rights in medical negligence and dangerous drug 

cases. She has been quoted in numerous national media 

outlets and publications, including The Associated Press, NBC 

News New York, Marie Claire, MotherJones and The Safety 

Report. Carmen was selected by her peers for inclusion in the 

2013 South Carolina Super Lawyers® Rising Stars list.

Active in her community, Carmen proudly serves as Vice Chair 

on the Board for the Make-A-Wish Foundation of South Carolina, 

fundraising and promoting the Foundation’s mission, as well as 

serving as a “wish-granter” for families that have been selected 

by the organization. She has also served as a board member 

for the nonprofit organization Charleston County Friends of the 

Library. Carmen is a member of the American Association for 

Justice (AAJ), serving on its Exchange Advisory Committee, the 

American Bar Association (ABA), the South Carolina Association 

TEAM BIOS: 

Mary received her pilot’s license soon after her driver’s license, 

and later completed private and commercial flight training 

at The Ohio State University. She returned to The Ohio State 

University as the McConnell Aviation Chair and professor from 

1998-2002 and as the Enarson Professor of Public Policy from 

1997-1998. She has also served as a practitioner in residence 

at the New York University School of Law. Mary is an affiliate 

member of the International Society of Air Safety Investigators, 

as well as a member of the American Association for Justice 

and the American Bar Association, where she served in the 

House of Delegates and as the First Female Assembly Delegate 

from 1986-1989.

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Motley Rice LLC • Attorneys at Law 29

Fred Thompson III 

LICENSED IN: SC

ADMITTED TO PRACTICE BEFORE:

U.S. Supreme Court, U.S. Court of Appeals for the Fourth 

Circuit, U.S. District Court for the District of South Carolina

EDUCATION:

J.D., with distinction, Duke University School of Law, 1979 

B.A., cum laude, Yale University, 1973

Fred Thompson leads Motley Rice’s medical practice group, 

managing the firm’s litigation related to defective medical 

devices, harmful pharmaceutical drugs, and medical 

malpractice, as well as overseeing the firm’s nursing home 

abuse litigation team. In this role, Fred litigates personal injury 

and economic damage recovery cases on behalf of individuals 

harmed by negligence, product defects or misconduct.

His work has led to his appointment to numerous leadership 

positions, including co-lead coordinating counsel for the 

pelvic mesh lawsuits consolidated in the U.S. District Court for 

the Southern District of West Virginia and plaintiffs’ co-lead 

counsel for both the Mirena® IUD multidistrict litigation in the 

U.S. District Court for the Southern District of New York and the 

federal Digitek® consolidation. Fred also holds membership 

on the Plaintiffs’ Steering Committees for the Medtronic 

Sprint Fidelis® defibrillator lead, Avandia® and Trasylol® 

federal multidistrict litigations and serves as chairman of the 

American Association for Justice’s Digitek® Litigation Group 

and co-chairman of the Kugel® Mesh Litigation Group. He coauthored “Composix® Kugel® Mesh: A Primer” for the Spring 

2008 AAJ Section on Toxic, Environmental & Pharmaceutical 

Torts newsletter. 

With more than two decades of diverse experience in personal 

injury, commercial and toxic tort law, Fred is also active with 

the firm’s consumer fraud, commercial and economic damage 

litigation. He has represented clients in litigation involving bond 

issues and securities fraud in federal, state and bankruptcy 

forums as well as through alternative dispute resolution. 

Additionally, Fred has practiced commercial transaction work, 

including contracting, corporate, partnership and limited 

liability company formation, and capital acquisitions. 

Recognized as an AV® rated attorney by Martindale-Hubbell®, 

Fred is a member of the American Association for Justice and 

frequently speaks on medical litigation topics at legal seminars 

throughout the country. He serves his local community as 

a Board Member for the East Cooper Community Outreach 

organization.

for Justice (SCAJ) and the South Carolina Women Lawyers 

Association. A South Carolina native, Carmen was honored 

with the Charleston Regional Business Journal’s Forty Under 40 

award in 2013 in recognition of her professional achievements 

and contributions to the community.

ADDITIONAL SECURITIES LITIGATORS

David P. Abel

LICENSED IN: SC

ADMITTED TO PRACTICE BEFORE: 

U.S. District Court for the District of South Carolina

EDUCATION: 

J.D., cum laude, Charleston School of Law, 2009

M.B.A., The Citadel, 2005

B.A., cum laude, Clemson University, 2002

David Abel represents institutional investors and individuals 

in securities and consumer fraud litigation. With a diverse 

background in securities litigation, from identifying clients’ 

financial losses and complaint drafting to calculating classwide damages and settlement plan of allocation analysis, 

David focuses on initial case evaluation for securities fraud 

class actions, shareholder derivative actions, and mergers and 

acquisitions litigation.

David also serves as Director of Shareholder Services and 

Business Analysts, supervising the firm’s securities portfolio 

monitoring service and financial analysis for securities actions. 

The portfolio monitoring service identifies losses suffered by 

clients due to corporate fraud or misconduct and enables them 

to carefully evaluate their options. The service additionally 

provides securities class action settlement claims processing. 

David joined Motley Rice in 2006 as a Business Analyst for the 

Securities and Consumer Fraud practice group. He was later 

elevated to the position of Director of Shareholder Services 

and Business Analysts and began practicing as an attorney 

with the firm in 2010. Prior to his tenure at Motley Rice, David 

gained professional experience serving as a consultant for 

small businesses, Vice President of Operations for a mid-size 

tour company, and General Manager and Editor for a political 

consulting firm. 

David is a graduate of the Charleston School of Law and holds 

an MBA from The Citadel. As an undergraduate at Clemson 

University, he was a member of the men’s varsity cross country 

and track & field teams. David is fluent in Spanish, having once 

lived in Spain.

TEAM BIOS: 

Rebecca M. Deupree 

LICENSED IN: AL, FL, SC

EDUCATION:

J.D., University of Virginia School of Law, 2008 

B.A., summa cum laude, Washington and Lee University, 2005

Rebecca Deupree is a member of Motley Rice’s Securities 

and Consumer Fraud practice group, litigating securities and 

consumer fraud cases on behalf of institutional investors, 

government entities and consumers. Rebecca also works 

closely with the Environmental team, helping people and 

businesses in Gulf Coast communities file claims through 

the new claims programs established by the two settlements 

reached with BP. 

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30 Motley Rice LLC • Attorneys at Law 

Max N. Gruetzmacher 

LICENSED IN: SC

ADMITTED TO PRACTICE BEFORE:

U.S. District Court for the District of South Carolina

EDUCATION:

J.D., Marquette University Law School, 2008

B.A., University of Wisconsin-Madison, 2004

Max Gruetzmacher focuses his practice on securities and 

consumer fraud, representing large public pension funds, 

unions and other institutional investors in securities and 

consumer fraud class actions and shareholder derivative suits.

Max has represented clients in a variety of complex litigation 

cases, including the following: City Of Sterling Heights 

Retirement System v. Hospira, Inc.; In re Coventry Health 

Care, Inc. Shareholders Litigation; In re Force Protection, 

Inc. Litigation; Minneapolis Firefighter’s Relief Association v. 

Medtronic, Inc.; In re NYSE EURONEXT Shareholder Litigation; 

In re Par Pharmaceutical Companies, Inc. Shareholders 

Litigation; In re Synovus Financial Corp.; In re The Shaw Group 

Shareholders Litigation; and In re Winn-Dixie Stores, Inc. 

Shareholders Litigation.

Prior to joining Motley Rice, Max gained experience working on 

a variety of complex discovery matters as a project attorney. 

He served as a legal intern during law school for the Wisconsin 

State Public Defender, Appellate Division, where he aided 

assistant public defenders in appellate criminal defense and 

handled legal research and appellate brief writing projects. 

Max was also a member of the Pro Bono Society and conducted 

research for the Legal Aid Society of Milwaukee. 

He is a member of the South Carolina Bar Association and the 

Charleston County Bar Association.

Badge Humphries 

LICENSED IN: KY, SC, TX, WV

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the Fourth Circuit, U.S. District Court 

for the District of South Carolina, Eastern District of Michigan, 

Northern District of Illinois, Eastern District of Texas and 

Southern District of Texas

EDUCATION:

J.D., with honors, The University of Texas School of Law, 2001 

B.A., summa cum laude, Tulane University, 1996

Badge Humphries represents institutional investors and 

individuals in complex securities fraud and shareholder litigation. 

He has achieved corporate governance enhancements for 

Motley Rice’s clients in shareholder derivative cases and has 

litigated direct class actions in the Delaware Court of Chancery 

and other state courts. His shareholder litigation experience 

includes cases involving Massey Energy, The South Financial 

Group, Bankrate and Lear, among others. Securities fraud 

cases in which he has played a significant litigation role include 

actions against State Street, Synovus, Hecla Mining, UBS, 

Charles Schwab & Co., Vivendi and Washington Mutual. Badge 

has experience in many aspects of shareholder and securities 

fraud litigation, from initial case evaluation and complaint 

drafting to directing settlement negotiations of corporate 

governance reforms.

Badge has litigated other types of complex litigation as well. 

He has conducted discovery and motion practice before courts 

across the country and has participated in several multi-week 

trials representing victims of asbestos exposure, including 

a mass consolidation of more than 1,200 plaintiffs lasting 

eight weeks in Virginia state court and a three week trial in 

the U.S. District Court for the District of Maryland, Baltimore 

Division. He represented the Commonwealth of Kentucky’s 

Division of Workers’ Compensation Funds in claims against 

the manufacturers of allegedly defective dust masks and is 

involved with the firm’s litigation efforts on behalf of people 

and businesses in Gulf Coast communities suffering as a result 

of the BP oil spill.

Badge was selected by his peers for inclusion in both the 2012 

and 2013 South Carolina Super Lawyers® Rising Stars lists. A 

frequent guest lecturer, he recently presented for the South 

Carolina Association for Justice, Texas Association of Public 

Employee Retirement Systems (TEXPERS), Opal Financial 

Group’s Investment Education Symposium in Conjunction 

with the Louisiana Trustee Education Council (LATEC) and the 

National Association of State Treasurers. Badge is also an active 

participant in the National Conference on Public Employee 

Retirement Systems (NCPERS) and the Council for Institutional 

Investors (CII). He is a member of the American Association 

for Justice and the James L. Petigru American Inn of Court and 

currently serves as the elected Consumer and Securities Law 

Section Chair of the South Carolina Association for Justice.

TEAM BIOS: 

Prior to joining Motley Rice, Rebecca served as a law clerk to 

the Honorable William H. Pryor Jr. of the Eleventh Circuit Court 

of Appeals, for whom she focused on appellate advocacy and 

conducted legal writing and research. 

Rebecca earned a J.D. from the University of Virginia School 

of Law, where she served as Managing Editor of the Virginia 

Law Review and was named a member of the Order of the Coif. 

Before earning a law degree, she graduated Phi Beta Kappa 

from Washington and Lee University where she was a George 

Washington Honors Scholar and was honored with several 

awards during her studies in recognition of scholarship within 

the field of English language and literature.

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Motley Rice LLC • Attorneys at Law 31

He previously served as the Director of Land Protection for 

the South Atlantic region of Ducks Unlimited, an international 

conservation organization. A member of Phi Beta Kappa, Badge 

worked for a nonprofit human rights organization before 

attending The University of Texas School of Law, where he was 

a member of the Texas Law Review and an honors graduate. 

He served as a judicial intern to the Honorable Lee Yeakel of 

the Texas Third Court of Appeals and later clerked with the 

Honorable Thad Heartfield of U.S. District Court, Eastern District 

of Texas.

John A. Ioannou 

LICENSED IN: NY

ADMITTED TO PRACTICE BEFORE:

U.S. Supreme Court 

U.S. District Court for the Eastern and Southern Districts of 

New York 

EDUCATION:

J.D., St. John’s University School of Law, 1994

B.S. magna cum laude, St. John’s University, 1991

With 18 years of antitrust law experience, John Ioannou has 

sought monetary and equitable recoveries on behalf of 

consumers and businesses injured by allegedly illegal, anticompetitive conduct in complex antitrust matters. 

John litigates antitrust matters in both federal and state 

court involving horizontal and vertical restraints of trade and 

monopolization claims in a broad range of industries. Prior to 

joining Motley Rice, he practiced at a large New York-based firm, 

where he actively litigated a variety of complex cases, including 

In re American Express Anti-Steering Rules Antitrust Litigation; 

Garber, et al. v. Office of the Commissioner of Baseball, et al.;

and Laumann, et al. v. National Hockey League, et al.

John began his career as an Assistant Attorney General 

(AAG) in the Antitrust Bureau of the New York State Attorney 

General’s Office, conducting confidential government 

antitrust investigations and litigating cases involving alleged 

anticompetitive acts in violation of federal and/or state antitrust 

laws on behalf of consumers, businesses and the State of New 

York in its proprietary capacity. As an AAG, he often worked 

in conjunction with other state attorneys general offices and 

federal agencies such as the U.S. Department of Justice and 

Federal Trade Commission. He also held leadership positions in 

multistate investigations and litigations.

John has managed litigation compliance and counseled major 

New York state agencies, as well as New York State political 

subdivisions, quasi-governmental entities and other public 

entities. He has also reviewed the competitive impact of 

transactions (mergers and acquisitions) in numerous industries, 

including airlines (United-US Airways), health insurance (GHIHIP), minerals (road deicing salt), energy (Exxon-Mobil), 

supermarkets (A&P-Pathmark), publishing (Thomson-West 

Publishing) and enterprise software (Oracle-PeopleSoft). 

John is fluent in Greek and is a member of the American Bar 

Association and New York State Bar Association.

TEAM BIOS: 

Mathew P. Jasinski 

LICENSED IN: CT, NY

ADMITTED TO PRACTICE BEFORE:

U.S. Supreme Court, U.S. Court of Appeals for the Second 

Circuit, U.S. District Court for the District of Connecticut and 

Southern District of New York

EDUCATION:

J.D. with high honors, University of Connecticut School of Law, 

2006

B.A. summa cum laude, University of Connecticut, 2003

An associate in Motley Rice’s Securities and Consumer Fraud 

practice group, Mathew Jasinski represents consumers, 

businesses, unions and governmental entities in class action 

and complex cases involving consumer protection, unfair trade 

practices, commercial, environmental and securities litigation. 

Mathew additionally serves the firm’s appellate group.

Mathew currently represents the plaintiffs in several putative and 

certified class actions involving such claims as breach of contract 

and unfair trade practices. He has experience in multi-forum 

cases regarding claims of fraud and breach of fiduciary duty and 

has represented an institutional investor in its efforts to satisfy 

a judgment obtained against the operator of a Ponzi scheme. 

Mathew has also worked on numerous appeals before several 

state and federal appellate courts throughout the country.

Mathew is the co-author of “On the Causes and Consequences 

of and Remedies for Interstate Malapportionment of the U.S. 

House of Representatives” (Jasinski and Ladewig, Perspectives 

on Politics, Vol. 6, Issue 1, March 2008) and “Hybrid Class Actions:  

Bridging the Gap Between the Process Due and the Process 

that Functions” (Jasinski and Narwold), The Brief, Fall 2009. 

Prior to joining Motley Rice in 2009, Mathew practiced complex 

commercial and business litigation at a large defense firm. He 

began his legal career as a law clerk for Justice David M. Borden 

of the Connecticut Supreme Court. During law school, Mathew 

served as executive editor of the Connecticut Law Review and 

judging director of the Connecticut Moot Court Board. He 

placed first in various moot court and mock court competitions, 

including the Boston region mock trial competition of the 

American Association for Justice. As an undergraduate, Mathew 

served on the board of associate directors for the University 

of Connecticut’s honors program and was recognized with the 

Donald L. McCullough Award for his student leadership. 

Mathew was selected by his peers for inclusion in the 2013

Connecticut Super Lawyers® Rising Stars list, and was honored 

with the Hartford Business Journal’s “40 Under Forty” award in 

2009.

Mathew continues to demonstrate civic leadership in the local 

Hartford community. He is a member of the board of directors for 

the Hartford Symphony Orchestra and has served on the city’s 

Charter Revision Commission and its Young Professionals Task 

Force, an organization focused on engaging young professionals 

and positioning them for future business and community 

leadership. He is a member of the American Association for 

Justice, American Bar Association, Connecticut Bar Association, 

the Oliver Ellsworth Inn of Court and Phi Beta Kappa. 

Case: 1:12-cv-00276 Document #: 106 Filed: 10/25/13 Page 167 of 239 PageID #:2348
32 Motley Rice LLC • Attorneys at Law 

Christopher F. Moriarty

LICENSED IN: SC

ADMITTED TO PRACTICE BEFORE:

U.S. District Court for the District of Colorado, District of South 

Carolina

EDUCATION:

J.D., Duke University School of Law, 2011

M.A., Trinity College, University of Cambridge, 2007

B.A., Trinity College, University of Cambridge, 2003

As a member of Motley Rice’s Securities and Consumer Fraud 

practice group, Christopher Moriarty represents public pension 

funds, unions and other institutional investors in securities 

fraud class actions, mergers and acquisitions, and shareholder 

derivative suits.

Joshua Littlejohn 

LICENSED IN: SC

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the Third Circuit, U.S. District Court 

for the District of Colorado, District of South Carolina

EDUCATION:

J.D., Charleston School of Law, 2007 

B.A., University of North Carolina at Asheville, 1999

Josh Littlejohn represents public pension funds, unions and 

other institutional investors in complex securities fraud cases, 

as well as shareholder derivative and takeover litigation. 

In addition to handling discovery, case strategy and analysis, 

he plays a lead role in initial case selection and start-up with 

the firm’s Securities and Consumer Fraud team. Josh also works 

closely with both individual and institutional investor clients to 

counsel them on all aspects of the litigation process, from filing 

the initial complaint to case resolution.

Josh’s experience litigating takeover cases includes actions 

involving Atheros Communications, Inc.; PLATO Learning, 

Inc.; Allion Healthcare, Inc.; The DirecTV Group, Inc.; and 

Lear Corporation, among numerous others. He has also 

been central to the expansion of Motley Rice’s shareholder 

derivative practice, litigating cases against boards of directors 

of publicly traded companies such as Omnicare, Inc.; Massey 

Energy Company; Cintas Corporation; Force Protection, Inc.; 

and Regions Financial Corporation. Securities fraud cases on 

which he has worked extensively include actions against NPS 

Pharmaceuticals and Pharmacia Corporation.  

Josh additionally supports Motley Rice’s Environmental team 

in its efforts to help people and businesses in Gulf coast 

communities that suffered economic loss, property damage 

and physical injuries due to the Deepwater Horizon oil spill. 

With experience handling medical drug and device cases, 

including a case against Merck & Co., Inc., related to the drug 

Vioxx®, Josh served as second chair at a 2012 trial in a medical 

malpractice action tried in Georgetown, S.C.

Josh was selected by his peers for inclusion in the 2013 South 

Carolina Super Lawyers® Rising Stars list, and is a member of 

the American Bar Association and South Carolina Association 

for Justice.

William S. Norton 

LICENSED IN: MA, NY, SC

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the First and Second Circuits

U.S. District Court for the District of Colorado, Northern 

District of Illinois, Eastern and Southern Districts of New York, 

and District of South Carolina

EDUCATION:

J.D., Boston University School of Law, 2004 

B.A./B.S. magna cum laude, University of South Carolina, 2001

Bill Norton litigates securities fraud, shareholder derivative, 

mergers and acquisitions, consumer fraud and general 

commercial matters. He has represented public retirement 

systems, union pension funds, investment companies, banks 

and private investors before federal and state courts around 

the country. 

Bill has represented investors in a variety of complex 

litigation, including the following matters: In re Alberto Culver 

Company Shareholder Litigation; In re Allion Healthcare, Inc., 

Shareholders Litigation; In re Atheros Communications, Inc., 

Shareholder Litigation; Bennett v. Sprint Nextel Corp.; In re 

Celera Corporation Shareholder Litigation; City of Brockton 

Retirement System v. Avon Products, Inc.; In re Coca-Cola 

Enterprises, Inc., Shareholders Litigation; In re Constellation 

Energy Group, Inc., Securities Litigation; Hill v. State Street 

Corporation; In re Netezza Corporation Shareholders Litigation; 

In re NYSE EURONEXT Shareholder Litigation; In re Par 

Pharmaceutical Companies, Inc. Shareholders Litigation; In re 

RehabCare Group, Inc., Shareholders Litigation; In re The Shaw 

Group Shareholders Litigation; In re Synovus Financial Corp.;

In re The South Financial Group, Inc.; In re Vivendi Universal, 

S.A. Securities Litigation; and In re Walgreens Co. Derivative 

Litigation. 

Christopher has represented clients in a variety of complex 

litigation cases, including the following: Bricklayers of Western 

Pennsylvania Pension Plan v. Hecla Mining Co.; City of Brockton 

Retirement System v. Avon Products, Inc.; Hill v. State Street 

Corporation; In re Hewlett-Packard Co. Securities Litigation; 

In re NYSE EURONEXT Shareholder Litigation; In re The Shaw 

Group Shareholder Litigation and Ross v. Career Education 

Corp.

Prior to joining Motley Rice, Christopher served as a summer 

associate with an international law firm in Texas, where he 

gained experience in commercial litigation. He previously held 

internships with the Texas Defender Service, Texas Moratorium 

Network, and The Rutherford Institute, and has drafted amicus 

curiae briefs in numerous U.S. Supreme Court cases.

While in law school, Christopher was a member of the Moot 

Court Board and served as an Executive Editor of the Duke 

Journal of Constitutional Law and Public Policy. He also taught 

a course on constitutional law to LL.M. students. 

Christopher was called to the Bar in England and Wales by the 

Honourable Society of the Middle Temple and is a member of the 

American Bar Association, the South Carolina Bar Association, 

the Charleston County Bar Association and the South Carolina 

Association for Justice.

TEAM BIOS: 

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Motley Rice LLC • Attorneys at Law 33

Prior to joining Motley Rice, Bill practiced securities litigation 

in the New York office of Cadwalader, Wickersham & Taft LLP. 

Bill also served as a law clerk in the United States Attorney’s 

Office for the District of Massachusetts, represented asylum 

seekers at Greater Boston Legal Services and volunteered at 

Neighborhood Legal Assistance Program of Charleston.

Bill served as an Editor of the Boston University Law Review, 

was a G. Joseph Tauro Distinguished Scholar, and studied 

law at the University of Oxford. Bill graduated Phi Beta Kappa 

from the University of South Carolina Honors College. As an 

undergraduate, Bill worked for the United States Attorney’s 

Office for the District of South Carolina.

Bill is a member of the American Bar Association, the American 

Association for Justice, the South Carolina Bar, the New 

York State Bar Association and the Charleston County Bar 

Association. Bill was selected by his peers to the 2013 list of 

South Carolina Super Lawyers® Rising Stars.

Lance Oliver 

LICENSED IN: AL, DC, FL, SC

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the District of Columbia, Second, 

Fifth and the Eleventh Circuits, U.S. District Court for the 

District of Columbia

EDUCATION:

J.D., Duke University School of Law, 2004 

B.A., Samford University, 2001

Lance Oliver represents institutional investors, unions and 

public pension funds in securities fraud class actions in 

federal court at both the trial and appellate levels. He also 

has experience handling unauthorized trading claims in FINRA 

proceedings and is currently litigating breach of contract and 

fraud claims arising from credit default swap investments. 

Lance additionally represents whistleblowers in qui tam actions 

under the False Claims Act.

Since joining Motley Rice’s Securities and Consumer Fraud 

team in 2007, Lance has devoted a substantial amount of 

time to litigating and implementing settlements in securities 

fraud class actions. He has played a key role in the following 

cases: In re Dell Securities Litigation; In re MBNA Securities 

Litigation; In re NPS Pharmaceuticals, Inc., Securities Litigation; 

In re RehabCare Group, Inc., Shareholders Litigation; and In re 

Select Medical Corporation Securities Litigation.

Lance has also assisted in Motley Rice’s efforts on behalf of 

victims of the Deepwater Horizon oil spill.

Prior to joining Motley Rice, Lance served as an associate in 

the Washington, D.C., office of a national law firm, where he 

litigated complex products liability actions. Lance also has 

experience in the areas of insurance coverage matters and the 

Freedom of Information Act. 

TEAM BIOS: 

Meghan S. B. Oliver 

LICENSED IN: DC, SC, VA

EDUCATION:

J.D., University of Virginia School of Law, 2004 

B.A. with distinction, University of Virginia, 2000

Meghan Oliver represents unions and other institutional 

investors in securities fraud class actions and merger suits. Her 

practice focuses on both general litigation and evaluation of 

potential merger cases. While at Motley Rice, she has worked 

on securities fraud cases and merger cases involving MBNA, 

Medtronic, Washington Mutual and DirecTV, among others. 

Meghan also litigates consumer fraud cases. 

Prior to joining Motley Rice, Meghan worked as a business 

litigation and antitrust associate in Washington, DC. There, she 

assisted in the trial of a multidistrict litigation antitrust case and 

assisted in multiple corporate internal investigations. She is a 

member of Phi Beta Kappa and the American Bar Association.

Michael J. Pendell 

LICENSED IN: CT, NY

ADMITTED TO PRACTICE BEFORE:

U.S. District Court for the District of Connecticut, Southern 

and Eastern Districts of New York 

EDUCATION:

J.D., summa cum laude, Albany Law School, 2007

B.A., cum laude, Emerson College, 2000

As an associate in Motley Rice’s Securities and Consumer 

Fraud practice group, Michael Pendell represents individuals 

and institutional clients in complex securities and consumer 

fraud litigation, shareholder derivative suits and a wide array of 

other consumer and commercial cases. 

Michael joined Motley Rice after serving as an associate with 

a Connecticut-based law firm, where he gained more than 

three years of experience in both federal and state courts in 

such areas as commercial and construction litigation, media 

and administrative law, personal injury defense and labor and 

employment matters. Michael was responsible for drafting 

complex pleadings, handling discovery, taking and defending 

depositions, and representing clients at prejudgement remedy 

hearings, arbitrations and trials. 

Michael served as a legal intern for the Honorable Randolph F. 

Treece of the U.S. District Court for the Northern District of New 

York and as a law clerk for the Major Felony Unity of the Albany 

County District Attorney’s Office. He served as the executive 

After graduating from Duke Law School, Lance served as a 

law clerk to the Honorable James Hughes Hancock of the 

U.S. District Court for the Northern District of Alabama. He 

is an active member of the National Conference on Public 

Employee Retirement Systems (NCPERS) and the American Bar 

Association. Lance was selected by his peers for inclusion in 

the 2013 South Carolina Super Lawyers® Rising Stars list, and is 

recognized as an AV® rated attorney by Martindale-Hubbell®.

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34 Motley Rice LLC • Attorneys at Law 

Ann K. Ritter

Senior Counsel and Securities Case 

Coordination Manager

LICENSED IN: SC

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the Third and Eleventh Circuits

EDUCATION:

J.D., University of Tennessee, 1982 

B.S., Florida State University, 1980

As Senior Counsel for Motley Rice, Ann Ritter plays a key role 

on Motley Rice’s securities team, which represents domestic 

and foreign institutional investors in complex cases involving 

shareholder rights, corporate governance, securities and 

consumer fraud. She possesses more than 25 years of 

experience in complex litigation involving matters as varied as 

securities, products liability and consumer protection.

Ann serves as a frequent speaker on legal topics such as 

worker safety, shareholder rights and corporate governance. 

In 2007, she addressed leading German institutional investors 

as a keynote speaker on the impact of U.S. class actions at the 

Deutsche Schutzvereinigung für Wertpapierbesitz e. V. Practical 

Workshop for institutional investors in Frankfurt, Germany. 

After earning a Bachelor of Science degree from Florida State 

University, Ann pursued a law degree from the University 

of Tennessee. She is the co-author of Asbestos in Schools, 

published by the National School Boards Association. Ann 

previously served on the Advisory Committee for the Tobacco 

Deposition and Trial Testimony Archives (DATTA) Project and 

currently serves on the Executive Committee of the Board of 

the South Carolina Special Olympics, the Advisory Board of the 

Medical University of South Carolina Hollings Cancer Center 

and the Advisory Board of The University of Mississippi School 

of Law. She is a member of the South Carolina Association for 

Justice and is recognized as a BV® rated attorney by MartindaleHubbell®.

editor for the New York State Bar Association Government Law 

& Policy Journal and senior editor for the Albany Law Review,

which published his 2008 article entitled, “How Far is Too Far? 

The Spending Clause, the Tenth Amendment, and the Education 

State’s Battle Against Unfunded Mandates.” An avid writer, 

Michael has additional experience in freelance writing, as well 

as teaching, photography and film production. 

In addition to being selected during law school as a Sponslor 

Teaching Fellow and ACES Teaching Fellow, he won both of 

Albany Law School’s major moot court competitions, the 

Gabrielli Moot Court Appellate Advocacy Competition and 

the Karen C. McGovern Senior Prize Trials. He is also a New 

York State Bar Association Trial Academy graduate and a 

member of The Order of the Barristers and the Gold Key Honor 

Society. Michael is currently a member of the Connecticut 

Bar Association, the New York State Bar Association and the 

American Bar Association. 

Lisa M. Saltzburg 

LICENSED IN: SC, CO

ADMITTED TO PRACTICE BEFORE:

U.S. Court of Appeals for the Fourth Circuit

U.S. District Court for the District of South Carolina

EDUCATION:

J.D., Stanford Law School, 2006

B.A., with high distinction, University of California, Berkeley, 

2003

An associate with Motley Rice’s Securities and Consumer 

Fraud practice group, Lisa Saltzburg represents individuals and 

institutional clients in complex securities and consumer fraud 

actions, merger and acquisition cases, shareholder derivative 

suits and a variety of other consumer and commercial matters. 

Lisa also works closely with the Environmental team, helping 

people and businesses in Gulf Coast communities file claims 

through the new claims programs established by the two 

settlements reached with BP. 

Prior to joining Motley Rice, Lisa was an associate attorney 

for a nonprofit advocacy organization, where she worked 

through law and policy to protect the environmental interests 

of the Southeast. She handled numerous legal matters, drafting 

briefs and other filings in South Carolina’s federal and state 

courts and working with administrative agencies to prepare 

for hearings and mediation sessions. Lisa also served for two 

years as a judicial clerk for the Honorable Karen J. Williams 

of the U.S. Court of Appeals for the Fourth Circuit, where she 

developed valuable legal research and writing skills and gained 

experience involving a wide range of issues arising in civil and 

criminal cases.

Lisa held multiple positions in environmental organizations 

during law school, handling a broad array of constitutional, 

jurisdictional and environmental issues. She also served as 

an editor of the Stanford Law Review and as an executive 

editor of the Stanford Environmental Law Journal. A member of 

numerous organizations and societies, including the Stanford 

Environmental Law Society, Lisa attended the National Institute 

for Trial Advocacy’s week-long Trial Advocacy College at the 

University of Virginia.

TEAM BIOS: 

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Motley Rice LLC • Attorneys at Law 35

Alex R. Straus 

LICENSED IN: MA, RI, SC

EDUCATION:

J.D., Roger Williams University School of Law, 2009

B.A., Rollins College, 1992

As a member of Motley Rice’s Securities and Consumer 

Fraud team, Alex Straus represents individuals, unions, public 

pension funds and other institutional investors in securities 

fraud class actions and other shareholder lawsuits. In addition, 

Alex represents individuals in SEC whistleblower actions and in 

qui tam litigation under the False Claims Act. 

Alex also has experience representing workers and family 

members suffering from mesothelioma or other asbestosrelated diseases caused by occupational, environmental 

or household asbestos exposure. He is currently fighting 

on behalf of more than 2,000 merchant marines exposed to 

asbestos while on the job in litigation against ship owners and 

manufacturers of asbestos-containing products. In June 2013, 

Alex authored an amicus curiae brief filed in the Supreme Court 

of the United States in support of a shipyard worker killed as a 

result of asbestos exposure. 

Alex previously worked as an associate attorney for a New York 

law firm handling construction, real estate, estate planning and 

family law cases. During this time, he represented construction 

industry employers, employer associations and ERISA funds in 

negotiating and drafting a broad range of contracts, policies 

and procedures as well as resolving and litigating disputes 

before state and federal courts. He also served as a family and 

divorce law mediator and is an American Arbitration Association 

(AAA) certified mediator. 

Prior to joining Motley Rice as an associate, Alex served as a 

law clerk for the firm. Alex also clerked for The New England 

Patriots, working with the organization’s General Counsel 

on real estate acquisitions, environmental compliance and 

collective bargaining issues. 

An avid writer, Alex has authored two published books, Medical 

Marvels: The 100 Most Important Medical Advances (Prometheus 

Books) and Guerrilla Golf: The Complete Guide to Playing Golf 

on Mountains, Pastures, City Streets and Everywhere But the 

Course (Rodale Press), in addition to more than 100 nationally 

published feature-length articles. He was awarded the Kathleen 

Brit Memorial Prize in 2009 for Alternative Dispute Resolution, 

and the New York Press Association bestowed its Best Sports 

Feature award to Alex in 1999. 

Alex serves as an Executive Board Member of the Gary Forbes 

Foundation, a nonprofit organization that advocates for 

diabetes research and education. Active in his community, 

he has volunteered with Volunteer of America’s Operation 

Backpack, an organization that provides school supplies to 

more than 7,000 homeless children in New York City. 

TEAM BIOS: 

Elizabeth C. Ward 

LICENSED IN: NC, SC

ADMITTED TO PRACTICE BEFORE:

U.S. District Court for the Middle, Eastern and Western 

Districts of North Carolina and District of South Carolina

EDUCATION:

J.D. cum laude, University of South Carolina School of Law, 

1999 

B.A., University of North Carolina at Chapel Hill, 1995

Liza Ward’s practice ranges from helping clients injured by acts 

of corporate negligence to seeking improvements in worker 

and environmental health and safety. She litigates commercial, 

products liability and personal injury cases with Motley Rice’s 

Occupational and Toxic Tort practice group and additionally 

works with the Medical team to represent people affected by 

allegedly harmful prescription drugs such as Accutane®.

Liza is also heavily involved in the firm’s consultation work for 

South African human rights lawyer Richard Spoor in the effort 

to take on leading global gold producers, seeking justice for 

tens of thousands of exploited gold mine workers suffering 

from silicosis. Few class actions have been brought in South 

Africa, and none have been filed for sick workers. If approved 

as a class, the suit would generate an unprecedented means 

of recovery for the country and ensure meaningful access to 

justice for the indigent and rural workers who are dying from 

this entirely preventable yet incurable disease.

Liza redirected her career to plaintiffs’ law after working 

several years with large defense firms. At Motley Rice, she 

has represented welders harmed as a result of corporate 

malfeasance and conducted client relations and trial 

preparation for welding rod cases. In 2008, Liza was a member 

of the trial team that obtained the first welding fume plaintiff 

verdict in Mississippi state court since 2003. 

Liza has advocated for domestic violence victims’ rights by 

participating in training programs and pro bono litigation. She 

served as articles editor for the South Carolina Law Review

while a law student at the University of South Carolina School 

of Law and is a member of the Order of the Wig and Robe.

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36 Motley Rice LLC • Attorneys at Law 

SECURITIES LITIGATION 

PROFESSIONAL STAFF

Ellie Kimmel

EDUCATION:

B.A., University of South Florida, 1993

Business Analyst Ellie Kimmel began working with Motley Rice 

attorneys in 2000. Prior to her work with the securities litigation 

team, she was a founding member of the firm’s Central Research 

Unit and also supervised the firm’s file management. She 

currently completes securities research and client portfolio 

analysis for the firm’s securities cases.

Ellie has a diverse background that includes experience in 

education as well as the banking industry. She began her career 

in banking operations, where she served as an operations 

manager and business analyst in corporate banking support 

for 14 years. She then spent seven years teaching high school 

economics, Latin and history before joining Motley Rice. 

Lotan Korenblit

EDUCATION: 

B.A., Syracuse University, 2007

Lotan Korenblit supports Motley Rice’s Securities and 

Consumer Fraud Practice group as a Paralegal and Practice 

Development/Client Relations Specialist out of the firm’s New 

York office. With more than seven years of experience specific 

to plaintiffs’ securities work, she works closely with attorneys 

and other staff to manage litigation documents and discovery, 

prepare for depositions and maintain efficient communication 

with clients.

Prior to joining Motley Rice, Lotan worked as a Senior Paralegal 

for a New York-based plaintiffs’ firm after first serving as an 

intern with the Office of the District Attorney in Onondaga 

County, where she helped with trial preparation and observed 

trials and arraignments. In addition to her legal experience, 

Lotan has a diverse technology background and is proficient 

in both administrative and legal software. Her legal and 

administrative skills, combined with her experience handling 

institutional client interactions, make her a valuable addition to 

the Motley Rice team. 

Lotan is a member on the Corporate Advisory Board for Badges 

Supporting Fallen Officers’ Families (Fallen), and is also a 

member of National Association of Professional Women (NAPW) 

and The International Women’s Leadership Association (IWLA).

A graduate of Syracuse University, she majored in Political 

Science and was a Dean’s Scholarship recipient and a member 

of the National Society of Collegiate Scholars. Fluent in Hebrew, 

Lotan was a foreign language tutor during her undergraduate 

studies.

Andrew Lucas

EDUCATION:

M.B.A., The Citadel, 2007

B.A., University of the South (Sewanee), 2003

Andrew Lucas joined Motley Rice in 2010. As a Business Analyst 

for the Securities and Consumer Fraud practice group, he 

plays a key role in analyzing investor trading activity related 

to securities litigation and is responsible for client portfolio 

monitoring, company research and settlement claims 

processing. 

Prior to joining Motley Rice, Andrew traded equities, gaining 

valuable knowledge about the various influences that dictate 

market performance and drastically impact the short and longterm price movement of company stock. He also has previous 

work experience involving both commercial and residential real 

estate development and sales. 

Evelyn Richards

EDUCATION: 

A.S., Computer Technology, Trident Technical College, 1995

J.D., University of South Carolina School of Law, 1989

B.A., English Literature and Religion, University of Virginia, 1986

Evelyn Richards joined Motley Rice in 2007. As a law clerk for 

the Securities and Consumer Fraud practice group, she plays 

a key role in supporting the securities litigation team through 

editing, cite-checking and Shepardizing complaints, briefs, and 

other legal documents. She also trains support staff on how to 

use The Bluebook. 

Evelyn has over fifteen years of experience in the legal field. 

As an Assistant Solicitor for the Ninth Circuit Solicitor’s Office, 

she prosecuted child abuse and neglect and criminal cases. 

She also worked as a programmer/analyst for a few years. Prior 

to joining Motley Rice, Evelyn worked as an administrator for 

a large telecom, corporate and litigation firm, supervising all 

office operations, including human resources and accounting 

procedures. She also served as office manager for a small 

worker’s compensation law office, where she managed trust 

and operating accounts and provided information technology 

support.

Evelyn’s diverse background in information technology, 

management, programming and analysis adds great depth to 

the resources provided to Motley Rice clients. 

TEAM BIOS: 

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28 BRIDGESIDE BLVD.

MT. PLEASANT, SC 29464

SC | RI | CT | NY | WV | DC | CA | LA

www.motleyrice.com

1 800.768.4026

William H. Narwold (CT, DC, NY, SC) is the attorney responsible for this 

communication. Motley Rice LLP operates the California office. The images 

in this advertisement are dramatizations. Prior results do not guarantee a 

similar outcome. PD: 10.23.2013

Case: 1:12-cv-00276 Document #: 106 Filed: 10/25/13 Page 173 of 239 PageID #:2354
EXHIBIT 4

Case: 1:12-cv-00276 Document #: 106 Filed: 10/25/13 Page 174 of 239 PageID #:2355
GRANT & EISENHOFER P.A.

FIRM BIOGRAPHY

Grant & Eisenhofer P.A. (“G&E”) is a national litigation boutique with almost 70

attorneys that concentrates on federal securities and corporate governance litigation and other 

complex class litigation. G&E primarily represents domestic and foreign institutional investors, 

both public and private, who have been damaged by corporate fraud, greed and mismanagement. 

The Firm was named to the National Law Journal’s Plaintiffs’ Hot List for the last three years 

and is listed as one of America’s Leading Business Lawyers by Chambers and Partners, who 

reported that G&E “commanded respect for its representation of institutional investors in 

shareholder and derivative actions, and in federal securities fraud litigation.” Based in Delaware, 

New York and Washington, D.C., G&E routinely represents clients in federal and state courts 

throughout the country. G&E’s clients include the California Public Employees’ Retirement 

System, New York State Common Retirement Fund, Ohio Public Employees’ Retirement 

System, State of Wisconsin Investment Board, Teachers’ Retirement System of Louisiana, 

PIMCO, Franklin Templeton, Trust Company of the West, The Capital Guardian Group and 

many other public and private domestic and foreign institutions.

G&E was founded in 1997 by Jay W. Eisenhofer and Stuart M. Grant, formerly litigators 

in the Wilmington office of the nationally prominent firm of Skadden, Arps, Slate, Meagher & 

Flom LLP. Over the years, the Firm’s partners have gained national reputations in securities and 

corporate litigation. In fact, G&E was the first law firm in the country to argue the provisions of 

the Private Securities Litigation Reform Act (“PSLRA”) allowing an institutional investor to be 

appointed as lead plaintiff in a securities class action. The Firm has gone on to build a national 

and international reputation as a leader in securities litigation. In both class action and “opt out”

cases, G&E has attracted widespread recognition for protecting investors’ rights and recovering 

damages for investors. The Firm has recovered over $12.5 billion dollars for shareholders in the 

last five years, and has repeatedly been named one of the nation’s “Top Ten Plaintiff’s Firms” by 

the National Law Journal. In recent years RiskMetrics Group has twice recognized G&E for 

winning the highest average investor recovery in securities class actions of any law firm in the 

U.S. 

G&E has served as lead counsel in many of the largest securities class action recoveries 

in U.S. history, including:

$3.2 billion settlement from Tyco International Ltd. and related defendants

$922 million from United Healthcare

$450 million Pan-European settlement from Royal Dutch Shell

$448 million settlement in Global Crossing Ltd. securities litigation

$422 million recovery for investors in the stock and bonds of Refco

$420 million settlement for shareholders of Digex

$400 million recovery from Marsh & McLennan

$325 million from Delphi Corp.

$303 million settlement from General Motors

$300 million settlement from DaimlerChrysler Corporation

$300 million recovery from Oxford Health Plans

$276 million judgment & settlement for Safety-Kleen stock and bond investors

Case: 1:12-cv-00276 Document #: 106 Filed: 10/25/13 Page 175 of 239 PageID #:2356
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G&E has also achieved landmark results in corporate governance litigation, including: 

In re UnitedHealth Group Inc. Shareholder Derivative Litigation: G&E 

represented the Ohio Public Employees Retirement System, State 

Teachers Retirement System of Ohio, and Connecticut Retirement Plans 

and Trust Funds as lead plaintiffs in a derivative and class action suit in 

which G&E successfully challenged $1.2 billion in back-dated options 

granted to William McGuire, then-CEO of health care provider 

UnitedHealth Group (“UHG”). This was among the first – and most 

egregious – examples of options backdating. As previously stated, G&E’s 

case against UHG produced a settlement of $922 million. 

In re Digex, Inc. Shareholders Litigation – G&E initiated litigation 

alleging that the directors and majority stockholder of Digex, Inc. 

breached fiduciary duties to the company and its public shareholders by 

permitting the majority shareholder to usurp a corporate opportunity that 

belonged to Digex. G&E’s efforts in this litigation resulted in an 

unprecedented settlement of $420 million, the largest cash payment in the 

history of the Delaware Chancery Court. 

Caremark / CVS Merger - G&E represented two institutional shareholders 

in this derivative litigation challenging the conduct of the board of 

directors of Caremark Rx Inc. in connection with the negotiation and 

execution of a merger agreement with CVS, Inc., as well as the board’s 

decision to reject a competing proposal from a different suitor. Through 

the litigation, Caremark’s board was forced to renegotiate the terms of the 

merger agreement with CVS. The settlement ensured statutory rights of 

Caremark shareholders, providing an additional $3.19 billion in cash 

consideration. 

Teachers’ Retirement System of Louisiana v. Greenberg, et al. and 

American International Group, Inc.: In the largest settlement of 

shareholder derivative litigation in the history of the Delaware Chancery 

Court, G&E reached a $115 million settlement in a lawsuit against former 

executives of AIG for breach of fiduciary duty. The case challenged 

hundreds of millions of dollars in commissions paid by AIG to C.V. Starr 

& Co., a privately held affiliate controlled by former AIG Chairman 

Maurice “Hank” Greenberg and other AIG directors. The suit alleged that 

AIG could have done the work for which it paid Starr, and that the 

commissions were simply a mechanism for Greenberg and other Starr 

directors to line their pockets.

AFSCME v. AIG – This historic federal appeals court ruling in favor of 

G&E’s client established the right, under the then-existing proxy rules, for 

shareholders to place the names of director candidates nominated by 

shareholders on corporate proxy materials – reversing over 20 years of 

adverse rulings from the SEC’s Division of Corporate Finance and 

achieving what had long been considered the “holy grail” for investor 

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activists. Although the SEC took nearly immediate action to reverse the 

decision, the ruling renewed and intensified the dialogue regarding “proxy 

access” before the SEC, ultimately resulting in a new rule currently being 

considered by the SEC that, if implemented, will make “proxy access”

mandatory for every publicly traded corporation.

Unisuper Ltd. v. News Corp., et al. – G&E forced News Corp. to rescind 

the extension of its poison pill on the grounds that it was obtained without 

proper shareholder approval.

Teachers’ Retirement System of Louisiana v. HealthSouth – G&E 

negotiated a settlement which ousted holdover board members loyal to 

indicted CEO Richard Scrushy and created mechanisms whereby 

shareholders would nominate their replacements. 

Carmody v. Toll Brothers – This action initiated by G&E resulted in the 

seminal ruling that “dead-hand” poison pills are illegal.

In re Refco Inc. Securities Litigation – G&E represented Pacific 

Investment Management Company LLC (“PIMCO”) as co-lead plaintiff in 

a securities class action alleging that certain officers and directors of 

Refco Inc., as well as other defendants including the company’s auditor, 

its private equity sponsor, and the underwriters of Refco’s securities, 

violated the federal securities laws in connection with investors’ purchases 

of Refco stock and bonds. Recoveries for the class exceeded $400 

million, including $140 million from the company’s private equity 

sponsor, over $50 million from the underwriters, and $25 million from the 

auditor.

In addition, the firm’s lawyers are often called upon to testify on behalf of institutional 

investors before the SEC and various judicial commissions, and they frequently write and speak 

on securities and corporate governance issues. G&E partners Jay Eisenhofer and Michael Barry 

are co-authors of the Shareholder Activism Handbook, and in 2008, Jay Eisenhofer was named 

one of the 100 most influential people in the field of corporate governance. 

G&E is proud of its success in “fighting for institutional investors” in courts and other 

forums across the country and throughout the world.

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G&E’s Attorneys

Jay W. Eisenhofer

Jay Eisenhofer, co-founder and managing director of Grant & Eisenhofer P.A., has been counsel 

in more multi-hundred million dollar cases than any other securities litigator, including the $3.2 

billion settlement in the Tyco case, the $895 million United Healthcare settlement, the $450 

million settlement in the Global Crossing case, the historic $450 million pan-European 

settlement in the Shell case, as well as a $400 million settlement with Marsh & McLennan, a 

$303 million settlement with General Motors and a $300 million settlement with 

DaimlerChrysler. Mr. Eisenhofer was also the lead attorney in the seminal cases of American 

Federation of State, County & Municipal Employees, Employees Pension Plan v. American 

International Group, Inc., where the U.S. Court of Appeals required shareholder proxy access 

reversing years of SEC no-action letters, and Carmody v. Toll Brothers, wherein the Delaware 

Court of Chancery first ruled that so-called “dead-hand” poison pills violated Delaware law.

Mr. Eisenhofer has served as litigation counsel to many public and private institutional investors, 

including, among others, California Public Employees Retirement System, Colorado Public 

Employees Retirement Association, the Florida State Board of Administration, Louisiana State 

Employees Retirement System, the Teachers’ Retirement System of Louisiana, Ohio Public 

Employee Retirement Systems, State of Wisconsin Investment Board, American Federation of 

State, County & Municipal Employees, Service Employees International Union, Amalgamated 

Bank, Lens Investment Management, Inc. and Franklin Advisers, Inc. 

Mr. Eisenhofer is consistently ranked as a leading securities and corporate governance litigator in 

Chambers USA – America’s Leading Business Lawyers. In the 2010 edition, Mr. Eisenhofer is 

hailed as a “master strategist” and is lauded as an “outstanding tactician ... especially 

recommended for his strategic guidance.” Mr. Eisenhofer was recognized by Directorship 

Magazine in 2008 as one of the 100 most influential people in the field of corporate governance, 

a list that included figures like Ben Bernanke, Henry Paulson, Barney Frank and Warren Buffet. 

In addition, he has been named by Lawdragon to its list of the top 500 lawyers in America. 

The National Law Journal has selected Grant & Eisenhofer as one of the top ten plaintiffs’ law 

firms in the country for the last five years, earning the firm a place in The National Law 

Journal’s Plaintiffs’ Firms Hall Of Fame. Mr. Eisenhofer serves as a member of the Advisory 

Boards for the Program on Corporate Governance at Harvard Law School and the Weinberg 

Center for Corporate Governance at the University of Delaware. 

Mr. Eisenhofer has written and lectured widely on securities fraud and insurance coverage 

litigation, business and employment torts, directors’ and officers’ liability coverage, and the 

Delaware law of shareholder rights and directorial responsibilities. Among the publications he 

has authored: “The Shareholders Activism Handbook” Aspen Publishers; “Proxy Access Takes 

Center Stage – The Second Circuit’s Decision in AFSCME Employees Pension Plan v. 

American International Group, Inc.” Bloomberg Law Reports, Vol. 1, No. 5; “Investor Litigation 

in the U.S. - The System is Working” Securities Reform Act Litigation Reporter, Vol. 22, #5; “In 

re Walt Disney Co. Deriv. Litig. and the Duty of Good Faith Under Delaware Corporate Law”

Bank & Corporate Governance Law Reporter, Vol. 37, #1; “Institutional Investors As TrendSetters In Post-PSLRA Securities Litigation” Practicing Law Institute, July, 2006; “In re Cox 

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Communications, Inc.: A Suggested Step in the Wrong Direction,” Bank and Corporate 

Governance Law Reporter, Vol. 35, #1; “Does Corporate Governance Matter to Investment 

Returns?” Corporate Accountability Report, Vol. 3, No. 37; “Loss Causation in Light of Dura: 

Who is Getting it Wrong?” Securities Reform Act Litigation Reporter, Vol. 20, #1; “Giving 

Substance to the Right to Vote: An Initiative to Amend Delaware Law to Require a Majority 

Vote in Director Elections,” Corporate Governance Advisor, Vol. 13, #1; “An Invaluable Tool in 

Corporate Reform: Pension Fund Leadership Improves Securities Litigation Process,” Pensions 

& Investments, Nov. 29, 2004; and “Securities Fraud, Stock Price Valuation, and Loss 

Causation: Toward a Corporate Finance-Based Theory of Loss Causation,” Business Lawyer, 

Aug. 2004.

Mr. Eisenhofer serves as a member of the Board of the American Constitution Society. He is a 

graduate of the University of Pittsburgh, and a 1986 magna cum laude graduate of Villanova 

University School of Law, Order of the Coif. He was a law clerk to the Honorable Vincent A. 

Cirillo, President Judge of the Pennsylvania Superior Court and thereafter joined the Wilmington 

office of Skadden Arps Slate Meagher & Flom. Mr. Eisenhofer was a partner in the Wilmington 

office of Blank Rome Comisky & McCauley until forming Grant & Eisenhofer P.A. in 1997.

Stuart M. Grant

Stuart M. Grant, co-founder and managing director of Grant & Eisenhofer P.A., is internationally 

recognized for his extensive knowledge in the areas of Delaware corporate law, fiduciary 

responsibility, securities and investments, private equity and fixed income, appraisal remedies, 

valuation, proxy contests and other matters related to protecting and promoting the rights of 

institutional investors. He serves as litigation counsel to many of the largest public and private 

institutional investors in the world. 

Mr. Grant was the first attorney to argue the provisions of the PSLRA allowing an institutional 

investor to be appointed as sole lead plaintiff and has served as lead counsel in six of the seven

largest settlements in the history of Delaware Chancery Court.

Among his many accolades, Mr. Grant is consistently ranked in Band 1 of Chambers USA as a 

leading litigator for his work in Delaware Chancery and securities, regulatory and corporate 

governance litigation. In the 2010 edition, it is noted that Mr. Grant “covers the full spectrum of 

personality, and is able to be everything to everyone in a very successful way.” Mr. Grant, who 

has also been recognized as one of the Top 500 Leading Lawyers in America by Lawdragon, is 

rated AV by Martindale Hubbell.

Mr. Grant has successfully argued on behalf of institutional investors in many groundbreaking 

corporate governance cases including: 

In re Del Monte Foods Company Shareholders Litigation, which resulted in an 

unprecedented and immediate change in lending policy practices among major 

investment banks regarding the way the banks approach financing transactions in which 

they represent the seller; 

In re Digex Stockholders Litigation, the largest settlement in Delaware Chancery Court 

history, which led to the establishment of lead plaintiff provisions in Delaware; 

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Teachers’ Retirement System of Louisiana v. Aidinoff, et al. and American International 

Group, Inc., the largest derivative shareholder litigation settlement in the history of 

Delaware Chancery Court; 

UniSuper Ltd., et al. v. News Corporation, et al., a landmark case in which the 

Delaware Chancery Court ruled that shareholders may limit board authority without 

amending the corporation’s charter; 

In re Tyson Foods, Inc., which resulted in historic rulings from the Delaware Court of 

Chancery clarifying the fiduciary duties of corporate directors in connection with the 

administration of stock option plans; Teachers’ Retirement Systems of Louisiana v. 

Richard M. Scrushy, et. al., which ousted holdover board members loyal to indicted 

CEO Richard Scrushy and created mechanisms whereby shareholders would nominate 

their replacements;

In re Cablevision Systems Corp. Options Backdating Litigation and In re Electronics 

for Imaging, Inc. Shareholder Litigation, both of which held directors and officers of 

their respective companies accountable for improperly granting backdated options and, 

most importantly, required the individual defendants to reach into their own pockets to 

cover a significant portion of the settlement.

Included among Mr. Grant’s more notable securities class action representations are: Gluck, et 

al. v. Cellstar, the first allowing an institutional investor to be appointed as lead plaintiff in a 

securities class action under the Private Securities Litigation Reform Act (PSLRA) and widely 

considered the landmark on the standards applicable to lead plaintiff/lead counsel practice under 

the PSLRA; In re Refco Inc. Securities Litigation, which resulted in a $400 million settlement; In 

re Safety-Kleen Securities Corporation Bondholders Litigation, which, after a six-week 

securities class action jury trial, resulted in judgments holding the company’s CEO and CFO 

jointly and severally liable for nearly $200 million and settlements with the remaining 

defendants for $84 million; and In re Parmalat Securities Litigation, which resulted in a 

settlement of approximately $100 million in what the SEC described as “one of the largest and 

most brazen financial frauds in history.”

Mr. Grant serves as Vice-Chairperson of the Delaware Judicial Nominating Commission, as a 

member of the Board of Trustees for the University of Delaware and the Delaware Art Museum, 

and on the Advisory Board for the Weinberg Center for Corporate Governance at the University 

of Delaware. Mr. Grant was an Adjunct Professor of Law at the Widener University School of 

Law from 1994 - 2009, where he taught securities litigation.

Mr. Grant has authored a number of articles which have been cited with approval by the U.S. 

Supreme Court, U.S. Court of Appeals for the 2nd and 5th Circuits and numerous U.S. District 

Courts. His articles include, among others, “The Devil is in the Details: Application of the 

PSLRA’s Proportionate Liability Provisions is so Fraught With Uncertainty That They May be 

Void for Vagueness”; “Class Certification and Section 18 of the Exchange Act”; “Unisuper v. 

News Corporation: Affirmation that Shareholders, Not Directors, Are the Ultimate Holders of 

Corporate Power”; “Executive Compensation: Bridging the Gap Between What Companies Are 

Required to Disclose and What Stockholders Really Need to Know”; and a number of annual 

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PLI updates under the heading of “Appointment of Lead Plaintiff Under the Private Securities 

Litigation Reform Act.”

Mr. Grant was graduated in 1982 cum laude from Brandeis University with a B.A. in economics 

and received his J.D. from New York University School of Law in 1986. He served as Law Clerk 

to the Honorable Naomi Reice Buchwald in the U.S. District Court for the Southern District of 

New York. Mr. Grant was an associate at Skadden, Arps, Slate, Meagher & Flom (1987-94), and 

a partner in the Wilmington office of Blank Rome Comisky & McCauley from 1994 until 

forming Grant & Eisenhofer P.A. in 1997.

Jeff A. Almeida

Jeff Almeida is a director at Grant & Eisenhofer practicing in the areas of corporate, securities 

and complex commercial litigation. Mr. Almeida has represented domestic and foreign 

institutional investors in prominent securities fraud actions including, In re Qwest 

Communications International Securities Litigation; In re Alstom SA Securities Litigation; In re 

Refco Inc. Securities Litigation; In re Merck & Co., Inc. Vytorin/Zetia Securities Litigation; In re 

Pfizer Inc. Securities Litigation; and In re Global Cash Access Holdings Securities Litigation. 

Mr. Almeida has also been actively engaged in derivative and class litigation in the Delaware 

Court of Chancery, including the matters In re Tyson Foods, Inc., which resulted in historic 

rulings clarifying the fiduciary duties of corporate directors in connection with the administration 

of stock option plans; Louisiana Police Employees Retirement System v. Crawford 

(“Caremark”), a well-publicized derivative action challenging the terms of the Caremark and 

CVS merger that resulted in a $3.2 billion settlement; and In re Genentech Inc. Shareholder 

Litigation, where he successfully represented Genentech minority stockholders against Roche’s 

heavy-handed attempt to squeeze out the minority to seize control of Genentech. In recent years, 

Mr. Almeida has also represented prominent hedge fund clients in complex commercial litigation 

involving claims of short-squeeze market manipulation and the marketing and sale of abusive tax 

shelters. 

Prior to joining Grant & Eisenhofer in August 2004, Mr. Almeida was affiliated for seven years 

as an attorney with a major Philadelphia defense firm, where he practiced in the areas of 

complex commercial litigation, with a focus on consumer class actions, commercial contract 

disputes, and insurance coverage and bad faith defense.

Mr. Almeida is a 1994 graduate of Trinity College in Hartford, Connecticut, where he captained 

the varsity basketball team and achieved election to Phi Beta Kappa, and a 1997 graduate of 

William and Mary Law School in Williamsburg, Virginia. Mr. Almeida is admitted to practice in 

Delaware, Pennsylvania, and New Jersey, along with several federal district courts.

Michael J. Barry

Michael Barry is a director at Grant & Eisenhofer. His practice focuses on corporate governance 

and securities litigation. He also advises clients on SEC matters. As a foremost practitioner in 

these areas, Mr. Barry has been significantly involved in groundbreaking class action recoveries, 

corporate governance reforms and shareholders rights litigation.

Mr. Barry has been instrumental in landmark corporate governance cases, including AFSCME v. 

AIG, where the Court of Appeals for the Second Circuit recognized the right of shareholders to 

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introduce proxy access proposals; Bebchuk v. CA, Inc., which opened the door for shareholders 

to introduce proposals restricting the ability of boards to enact poison pills; and CA, Inc. v. 

AFSCME, an historic 2008 decision of the Supreme Court of Delaware regarding the authority of 

shareholders to adopt corporate bylaws. Mr. Barry’s case work also includes, among others, In re 

Global Crossing Ltd. Securities Litigation, which resulted in a $448 million settlement; a wellpublicized derivative litigation action challenging the terms of the Caremark Rx, Inc. and CVS 

merger that resulted in a $3.2 billion settlement; and litigation between the Chicago Board of 

Trade and the Chicago Mercantile Exchange, which produced a $485 million settlement. Each of 

these cases resulted in substantial reforms to the terms of merger agreements to provide 

increased consideration and structural benefits to shareholders.

Mr. Barry has spoken widely on corporate governance and related matters. In addition to serving 

as a frequent guest lecturer at Harvard Law School, he speaks at numerous conferences each 

year. Mr. Barry has authored several published writings, including the Shareholder Activism 

Handbook, a comprehensive guide for shareholders regarding their legal rights as owners of 

corporations, which he co-authored.

Prior to joining Grant & Eisenhofer, Mr. Barry practiced at a large Philadelphia-based firm, 

where he defended the Supreme Court of Pennsylvania, the Pennsylvania Senate and 

Pennsylvania state court judges in a variety of trial and appellate matters. He is a 1990 graduate 

of Carnegie Mellon University and graduated summa cum laude in 1993 from the University of 

Pittsburgh School of Law, where he was an Executive Editor of the University of Pittsburgh Law 

Review and a member of the Order of the Coif.

Daniel L. Berger

Daniel Berger is a director at Grant & Eisenhofer. Prior to joining the firm, Mr. Berger was a 

partner at two major plaintiffs’ class action firms in New York, including Bernstein Litowitz 

Berger & Grossmann (BLBG), where he had litigated complex securities and discrimination 

class actions for twenty two years. 

Mr. Berger’s previous experience includes trying two 10b-5 securities class actions to jury 

verdicts, which were among very few such cases ever tried. He also served as principal lead 

counsel in many of the largest securities litigation cases in history, achieving successful 

recoveries for classes of investors in cases including In re Cendant Corp. Securities Litigation

($3.3 billion); In re Lucent Technologies, Inc. Securities Litigation ($675 million); In re BristolMyers Squibb Securities Litigation ($300 million); In re Daimler Chrysler A.G. Securities 

Litigation ($300 million); In re Conseco, Inc. Securities Litigation ($120 million); In re Symbol 

Technologies Securities Litigation ($139 million); and In re OM Group Securities Litigation 

($92 million).

Mr. Berger has successfully argued several appeals that made new law favorable to investors, 

including In re Suprema Specialties, Inc. Securities Litigation, 438 F.3d 256 (3d Cir. 2005); 

McCall v. Scott, 250 F.3d 997 (6th Cir. 2001) and Fine v. American Solar King Corp., 919 F.2d 

290 (5th Cir. 1990.) In addition, Mr. Berger was lead class counsel in many important 

discrimination class actions, in particular Roberts v. Texaco, Inc., where he represented AfricanAmerican employees of Texaco and achieved the then largest settlement ($175 million) of a race 

discrimination class action.

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Mr. Berger currently serves on the Board of Visitors of Columbia University Law School. 

Previously, Mr. Berger was a member of the Board of Managers of Haverford College from 

2000-2003. He also now serves on the Board of GO Project, a not-for profit organization that 

provides academic support for New York City public school students and he is also on the Board 

of Grace Church School in New York. He also served on the Board of in Motion, Inc., a nonprofit organization providing legal services to victims of domestic violence, for six years.

Mr. Berger is a 1976 graduate from Haverford College, and graduated in 1979 from Columbia 

University School of Law.

Cynthia A. Calder

Cynthia Calder is a director at Grant & Eisenhofer. She concentrates her practice in the areas of 

corporate governance and securities litigation. She has represented shareholders in such seminal 

cases in the Delaware Court of Chancery as UniSuper Ltd. v. News Corp., vindicating the 

shareholders’ right to vote; Carmody v. Toll Brothers, finding the dead-hand poison pill 

defensive measure was illegal under Delaware law, Jackson National Life Insurance Co. v. 

Kennedy, breaking new ground in the interpretation of fiduciary duties owed to preferred 

shareholders; Haft v. Dart Group Corp., resolving a contest for control of a significant public 

corporation; and Paramount Communications Inc. v. QVC Network, obtaining an injunction 

preventing the closing of a merger to force the board of directors to appropriately consider a 

competing bid for the corporation. More recently, Ms. Calder prosecuted a derivative suit on 

behalf of American International Group, Inc. shareholders against the company’s former CEO, 

Maurice Greenberg, and other former AIG executives. The action was concluded for a 

settlement of $115 million – the largest such settlement in the history of the Delaware Court of 

Chancery. Ms. Calder was also the Court-appointed representative on the shareholder counsel’s 

committee in the UnitedHealth Group derivative litigation, which was settled for more than $900 

million – the largest known derivative settlement in any court system. Ms. Calder also recently 

prosecuted a shareholder class action, In re ACS Shareholder Litigation, which resulted in one of 

the largest class recoveries in the history of the Court of Chancery.

Ms. Calder has co-authored numerous articles on corporate governance and securities litigation, 

including “Options Backdating from the Shareholders’ Perspective” Wall Street Lawyer, Vol. 11, 

No. 3; “Securities Litigation Against Third Parties: Pre-Central Bank Aiders and Abettors 

Become Targeted Primary Defendants” Securities Reform Act Litigation Reporter, Vol. 16, No. 

2; and “Pleading Scienter After Enron: Has the World Really Changed?” Securities Regulation 

& Law, Vol. 35, No. 45.

Ms. Calder graduated cum laude from the University of Delaware in 1987 and graduated from 

the Villanova University School of Law in 1991. Upon graduating from law school, Ms. Calder 

served as a Judicial Law Clerk in the Delaware Court of Chancery to the Honorable Maurice A. 

Hartnett, III. Prior to joining Grant & Eisenhofer, Ms. Calder was an associate at Blank, Rome, 

Comisky & McCauley.

Charles T. Caliendo

Charles Caliendo is a director at Grant & Eisenhofer. He represents institutional investors in 

class action securities, opt-out and shareholder derivative litigation. Prior to joining Grant & 

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Eisenhofer, he served as an Assistant Attorney General in the Investment Protection Bureau of 

the New York State Attorney General’s Office where he prosecuted cases and led investigations 

related to mutual fund market timing and late trading. Mr. Caliendo practiced at a Manhattanbased law firm in the areas of class action securities, mergers and acquisitions, corporate 

governance and other commercial litigation.

Mr. Caliendo has written and spoken on issues relating to regulatory enforcement, corporate 

internal investigations and securities and shareholder litigation. In November 2004 and June 

2006, Mr. Caliendo was a speaker at financial services industry seminars sponsored by The 

Association of the Bar of the City of New York for which he authored articles entitled “The 

Investment Protection Bureau: An Overview of Financial Markets Regulation and Enforcement 

in New York” and “Thompson Memo Under A Microscope.” In June 2005, Mr. Caliendo spoke 

before a delegation of Chinese mutual fund CEOs participating in the Penn-China Mutual Fund 

CEO Leadership Program, University of Pennsylvania Graduate School of Education. Mr. 

Caliendo co-authored “Who Says The Business Judgment Rule Does Not Apply To Directors Of 

New York Banks?” 118 Banking Law Journal 493 (June 2001) and “Board of Directors’

‘Revlon Duties’ Come Into Focus,” New York Law Journal, vol. 222, no. 86, col. 1 (Nov. 1, 

1999).

Mr. Caliendo received his B.S. from Cornell University and J.D. from St. John’s University 

School of Law where he was an editor of the St. John’s Law Review and a Saint Thomas More 

Scholar.

Robert G. Eisler

Robert Eisler is a director in Grant and Eisenhofer’s antitrust practice. Mr. Eisler has been 

involved in many significant antitrust class action cases in recent years. He is experienced in 

numerous industries, including pharmaceuticals, paper products, construction materials, 

industrial chemicals, processed foods, municipal securities, and consumer goods. 

Mr. Eisler has served as lead or co-lead counsel in the largest antitrust cases litigated, including, 

In re Buspirone Antitrust Litigation, (which led to a $90 million settlement and in which 

presiding Judge Koeltl stated that the plaintiffs’ attorneys had done “a stupendous job”), In re 

Ciprofloxacin Hydrochloride Antitrust Litigation, In re Flat Glass Antitrust Litigation, In re 

Municipal Derivatives Antitrust Litigation, and In re Chocolate Confectionary Antitrust 

Litigation.

Mr. Eisler has played major roles in a number of other significant antitrust cases, including In re 

Linerboard Antitrust Litigation, In re Aftermarket Filters Antitrust Litigation, and In re 

Publication Paper Antitrust Litigation.

Mr. Eisler also has extensive experience in securities, derivative, complex commercial and class 

action litigation at the trial and appellate levels. He has been involved in numerous securities and 

derivative litigation matters on behalf of public pension funds, municipalities, mutual fund 

companies and individual investors in state and federal courts.

Mr.Eisler graduated from LaSalle University in 1986, and in 1989 from Villanova University 

School of Law.

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Reuben A. Guttman

Reuben Guttman is a director at Grant & Eisenhofer. His practice involves complex litigation 

and class actions. He has represented clients in claims brought under the Federal False Claims 

Act, securities laws, the Price Anderson Act, Department of Energy (DOE) statutes and 

regulations, the Worker Adjustment and Retraining Notification Act (WARN), Racketeer 

Influenced and Corrupt Organizations Act (RICO) and various employment discrimination, labor 

and environmental statutes. He has also tried and/or litigated claims involving fraud, breach of 

fiduciary duty, antitrust, business interference and other common law torts. 

Mr. Guttman has been counsel in some of the largest recoveries under the Federal False Claims 

Act, including U.S. ex rel. Johnson v. Shell Oil Co., 33 F. Supp. 2d 528 (ED Tex. 1999), where 

over $300 million was recovered from the oil industry. He also represented one of the six main 

whistleblowers in litigation resulting in the government’s September 2009, $2.3 billion 

settlement with Pfizer Pharmaceutical. Cases brought by Mr. Guttman under the False Claims 

Act on behalf of a European whistleblower resulted in a $13 million settlement with a 

Department of Defense contractor. He is currently lead counsel in three pending False Claims 

Act cases where the United States Department of Justice has intervened on the side of his 

whistleblower clients. 

Mr. Guttman served as lead counsel in a series of cases resulting in the recovery of more than 

$30 million under the Federal Fair Labor Standards Act. Cases brought by Mr. Guttman on 

behalf of nuclear weapons workers at “Manhattan Project” nuclear weapons sites resulted in 

congressional oversight and changes in procurement practices, and dread disease compensation 

legislation, affecting the nation’s nuclear weapons complex and its workforce. In addition, he 

served as lead counsel in litigation brought on behalf of prison workers in the District of 

Columbia, which resulted in injunctive relief protecting workers against exposure to blood-borne 

pathogens. Mr. Guttman served as lead counsel in a mediation before the United States Equal 

Employment Opportunity Commission, resulting in work place standards and back pay for 

minority employees at a large Texas oil refinery. 

Mr. Guttman is the author and/or editor of numerous articles, book chapters, and technical 

publications and his commentary has appeared in Market Watch, American Lawyer Media, AOL 

Government, and Accounting Today. His article, Pharmaceutical Regulation in the United 

States; A Confluence of Influences, was published in Chinese by the Peking University Public 

Interest Law Journal, Vol 1, Page 187 (2010). He is co-author of Gonzalez v. Hewitt, SEC v. HG

Pharmaceutical, and U.S. ex Rel Rodriguez v. Hughes which are case files published by the 

Emory University Law School Center for Advocacy and Dispute Resolution (2010) and used to 

train law students and practicing attorneys. He has appeared on ABC Nightly News, CNN, 

Bloomberg News, and has been quoted in major publications including The Wall Street Journal, 

The New York Times, The Washington Post, The Los Angeles Times, The Atlanta JournalConstitution, USA Today, Houston Chronicle, Dallas Morning News and national wire services 

including the Associated Press, Reuters and Bloomberg. 

In addition to his writings, Mr. Guttman has testified before committees of the United States 

House of Representatives and the United States Senate on the Asbestos Hazard Emergency 

Response Act (AHERA). In 1992, he advised President-elect Clinton’s transition team on labor 

policy and worker health and safety regulation. 

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Mr. Guttman earned his law degree at Emory University Law School graduating in 1985, and his 

Bachelor’s Degree from the University of Rochester in 1981. He is a Senior Fellow and Adjunct 

Professor at the Emory University School of Law Center for Advocacy and Dispute Resolution 

and has been a Team Leader for Emory Law School’s Kessler-Eidson Trial Techniques Program. 

As part of a U.S. State Department program in conjunction with the Center for Advocacy and 

Dispute Resolution, he has been one of five visiting professors at Universidad Panamericana in 

Mexico City training Mexican Judges and practitioners on oral advocacy and trial practice. He is 

a contributing editor of a soon to be published text book on trial practice for Mexican 

practitioners.

Mr. Guttman is a faculty member of the National Institute of Trial Advocacy. He has been a 

guest lecturer at a number of universities including Jao Tong University in Shanghai, Peking 

University in Beijing and Renmin University in Beijing. In 2006 he was invited by the Dutch 

Embassy in China to share his expertise with experts in China about changes to the nation’s labor 

laws. He is a Co-Founder of Voices for Corporate Responsibility, 

www.voicesforcorporateresponsibility.com, and founder of www.whistleblowerlaws.com and 

www.thecorporateinsider.com. 

Geoffrey C. Jarvis

Geoffrey Jarvis, a director at Grant & Eisenhofer, focuses on securities litigation for institutional 

investors. He had a major role in Oxford Health Plans Securities Litigation and DaimlerChrysler 

Securities Litigation, both of which were among the top ten securities settlements in U.S. history 

at the time they were resolved. Mr. Jarvis also has been involved in a number of actions before 

the Delaware Chancery Court, including a Delaware appraisal case that resulted in a favorable 

decision for the firm’s client after trial. At the present time, he has primary responsibility for a 

number of cases in which Grant & Eisenhofer clients have opted-out of class actions, and has 

also played a lead role in class actions against Tyco, Alstom and Sprint.

Mr. Jarvis received a B.A. in 1980 from Cornell University, where he was elected to Phi Beta 

Kappa. He graduated cum laude from Harvard Law School in 1984. Until 1986, he served as a 

staff attorney with the Federal Communications Commission, participating in the development of 

new regulatory policies for the telecommunications industry. He then became an associate in the 

Washington office of Rogers & Wells, principally devoted to complex commercial litigation in 

the fields of antitrust and trade regulations, insurance, intellectual property, contracts and 

defamation issues, as well as counseling corporate clients in diverse industries on general legal 

and regulatory compliance matters. Mr. Jarvis was previously associated with a prominent 

Philadelphia litigation boutique and had first-chair assignments in cases commenced under the 

Pennsylvania Whistleblower Act and in major antitrust, First Amendment, civil rights, and 

complex commercial litigation, including several successful arguments before the U.S. Court of 

Appeals for the Third Circuit.

Mr. Jarvis authored “State Appraisal Statutes: An Underutilized Shareholder Remedy,” The 

Corporate Governance Advisor, May/June 2005, Vol. 13, #3, and co-authored with Jay W. 

Eisenhofer and James R. Banko, “Securities Fraud, Stock Price Valuation, and Loss Causation: 

Toward a Corporate Finance-Based Theory of Loss Causation,” Business Lawyer, Aug. 2004.

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John C. Kairis

John Kairis is a director at Grant & Eisenhofer, where he represents institutional investors in 

class action litigation, individual “opt-out” securities litigation, and derivative and corporate 

governance litigation in the Delaware Chancery Court and other courts throughout the country. 

He has been a leader of G&E teams that have achieved some of the largest recoveries in 

securities class action history, and played major roles in the Tyco, Parmalat, Marsh & 

McLennan, Hollinger International and Dollar General securities class actions, and opt-out 

actions in AOL Time Warner and Telxon Corporation. Among his Delaware Chancery Court 

litigation experience is a landmark case against HealthSouth, involving a books and records trial 

under Section 220 of the Delaware General Corporations Law, to obtain certain documents that 

the corporation refused to produce, which led to a settlement implementing corporate governance 

improvements, such as HealthSouth’s agreement to replace its conflicted directors with 

independent directors approved by a committee which included the institutional investor 

plaintiff.

Mr. Kairis has also been instrumental in prosecuting consumer class actions involving unfair 

competition and false marketing claims against both Johnson & Johnson and Bausch & Lomb, 

and is currently prosecuting off-label marketing cases brought under the federal False Claims 

Act and various state counterpart false claims acts. Mr. Kairis currently represents the lead 

plaintiffs and the class in a securities fraud suit against Merck & Co. and certain of its officers 

and directors relating to the defendants’ alleged suppression of test results of Merck’s cholesterol 

medication Vytorin, the lead plaintiffs in a securities class action against Apollo Group and 

certain of its officers and directors relating to the defendants’ participation in a fraudulent 

accounting scheme, and the lead plaintiffs in various breach of fiduciary duty cases pending in 

the Delaware Chancery Court.

Mr. Kairis has authored articles including “Shareholder Proposals For Reimbursement Of 

Expenses Incurred In Proxy Contests: Recent Guidance From The Delaware Supreme Court,”

PLI, What All Business Lawyers Must Know About Delaware Law Developments 2009 (New 

York, NY May 21, 2009) (co-authored with Stuart Grant); “Challenging Misrepresentations in 

Mergers: You May Have More Time Than You Think,” Andrews Litigation Reporter, Vol. 12, 

Issue 3, June 14, 2006; and was the principle writer of an amicus brief to the United States 

Supreme Court on behalf of various public pension funds in the Merck case involving the 

standard for finding that a plaintiff is on “inquiry notice” of potential claims such that the 

limitations period for pleading securities fraud has commenced.

Mr. Kairis is a 1984 graduate of the University of Notre Dame and a 1987 graduate of the Ohio 

State University Moritz College of Law, where he was Articles Editor of the Ohio State Law 

Journal and recipient of the American Jurisprudence and John E. Fallon Memorial Awards for 

scholastic excellence. He is a member of the Delaware and American Bar Associations and the 

Delaware Trial Lawyers Association. Mr. Kairis has served on the boards of several nonprofit 

organizations, including the West-End Neighborhood House, Inc., the Cornerstone West 

Development Corporation, and the board of the Westover Hills Civic Association. He has also 

served on the Delaware Corporation Law Committee, where he evaluated proposals to amend the 

Delaware General Corporation Law. 

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Adam J. Levitt

Adam J. Levitt is a director at Grant & Eisenhofer and leads the Firm’s Consumer Class Action 

Litigation Practice. Substantially all of Mr. Levitt’s practice is focused on complex commercial 

litigation and class action practice on both the trial and appellate court levels, in federal and state 

courts nationwide, in the areas of consumer protection, antitrust, securities, technology, and 

agricultural law. Since 1993, Mr. Levitt has served as lead counsel, co-lead counsel, or in other 

leadership positions in numerous class and other complex litigations throughout the United 

States. He presently serves as Co-Lead Counsel in In re Genetically Modified Rice Litigation, 

MDL No. 1811 (E.D. Mo.), in which he represents the interests of United States long-grain rice 

producers seeking to recover damages they sustained resulting from the contamination of the 

U.S. rice supply with unapproved, genetically-modified rice seed traits. That case settled on July 

1, 2011 for $750,000,000. He also presently serves as Interim Co-Lead Counsel in In re Imprelis 

Herbicide, Sales Practice and Products Liability Litigation, MDL No. 2284 (E.D. Pa.), a 

multidistrict class action lawsuit brought by landowners and landscapers against E.I. DuPont de 

Nemours and Company seeking to recover damages for tree and other foliage death and other 

harm caused by DuPont’s Imprelis herbicide. In addition to those cases, Mr. Levitt served as CoLead Counsel in In re StarLink Corn Products Liability Litigation, MDL No. 1403 (N.D. Ill.), 

where he recovered $110,000,000 on behalf of U.S. corn farmers who sustained market losses 

resulting from the contamination of the U.S. corn supply with genetically-modified StarLink 

corn.

Mr. Levitt also presently serves as Co-Lead Counsel in several other national class action cases, 

including In re Porsche Cars North America, Inc., Plastic Coolant Tubes Products Liability 

Litigation, MDL No. 2233 (S.D. Ohio), a consumer class action concerning defective parts in 

certain models of the Porsche Cayenne; In re ConAgra Foods, Inc., MDL No. 2291 (C.D. Cal.), a 

consumer class action against ConAgra pertaining to its marketing of its Wesson Oil products as 

being “100% Natural,” when they are actually made from genetically-modified plants or 

genetically-modified organisms; and In re Sony Gaming Networks and Customer Data Security 

Breach Litigation, MDL No. 2258, a data breach class action arising out of the Sony defendants’

alleged negligence leading to a system shutdown and theft of class members’ personal and 

financial information.

Other cases in which Mr. Levitt has held leadership positions include In re Vytorin/Zetia 

Marketing, Sales Practices and Products Liability Litigation, Civil Action No. 08-285 (D.N.J.) 

(obtained $41.5 million recovery on behalf of consumers who overpaid for Vytorin and Zetia, 

which defendants deceptively marketed as being more effective than other anti-cholesterol 

drugs); In re Northstar Education Finance, Inc. Contract Litigation, Case No. 01990-MD-08 (D. 

Minn.) (action brought on behalf of student loan borrowers who were improperly denied prompt 

payment bonus rebates on their loan balances); Schoenbaum v. E.I. DuPont de Nemours and 

Company, et al., Case No. 4:05-cv-01108 ERW (E.D. Mo.) (consolidated antitrust action 

concerning genetically modified corn and soybean seeds); Court Reporting Services, et al. v. 

Compaq Computer Corporation, C.A. No. 02 CV 044 (E.D. Texas) (obtained full recovery, 

valued at not less than $35 million, on behalf of Compaq Presario purchasers with improperly 

partitioned hard disk drives); and various Internet privacy cases, including Supnick v. 

Amazon.com, Inc. (W.D. Wash.) and In re DoubleClick, Inc. Privacy Litigation (S.D.N.Y.). Mr. 

Levitt also provides legal services to various private companies involving complex litigation and 

general corporate matters.

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Mr. Levitt is President of the Class Action Trial Lawyers division of The National Trial 

Lawyers; an elected member of the American Law Institute (“ALI”), participating in ALI’s 

Members Consultative Groups on the Principles of the Law of Aggregate Litigation, the 

Restatement of the Law (Third) Restitution and Unjust Enrichment, and the Restatement of the 

Law (Third) Torts: Liability for Economic Loss; an Advisory Board member of the Institute for 

Consumer Antitrust Studies; a member of the Board of Advisors of the American Constitution 

Society for Law and Policy (Chicago Lawyer Chapter); and a member of the American 

Association for Justice. Mr. Levitt is also the Seventh Circuit Contributing Editor to the 

American Bar Association’s Class Action & Derivative Suits newsletter; a consulting participant 

in the National Association of Public Pension Attorneys, Securities Litigation Damages 

Calculation Taskforce’s project entitled “Calculation of Securities Litigation Damages”; and 

regularly serves as a moot court judge in the Julius H. Miner Moot Court Competition at the 

Northwestern University School of Law.

Mr. Levitt graduated from Columbia College, Columbia University in 1990 (A.B. magna cum 

laude) and the Northwestern University School of Law in 1993. Mr. Levitt was admitted to the 

Illinois Bar in 1993 and is also admitted to practice before the United States District Courts for 

the Northern, Central, and Southern Districts of Illinois; the United States District Courts for the 

Northern and Eastern Districts of Texas; the United States District Court for the District of 

Nebraska; the United States District Court for the Northern District of Indiana; the United States 

District Court for the District of Colorado; the United States Courts of Appeal for the First, 

Seventh, Eighth, and Ninth Circuits; and the Supreme Court of the United States. He is rated 

“AV” by Martindale-Hubbell, is an Illinois “Super Lawyer,” and is included in the 2011 

Lawdragon 500 Leading Lawyers in America.

Mr. Levitt’s publications include Multidistrict Litigation Practice: The Function and Shifting 

Focus of the JPML in Class Action and Other “Bet the Company” Litigation (book chapter, 

included in Straight From the Top: Case Studies in the World of Litigation, published by 

ExecSense, December 2012); The Role and Function of Corporate Representatives at Trial, The 

Trial Lawyer, Vol. II, No . IV (Fall 2012); Class Action Litigation 2012 – Where Do We Go 

From Here?, Global Business Magazine, December 2012; Sticky Situations in Mass Tort 

Settlements, TRIAL, Vol. 48, No. 11 (November 2012); CAFA and Federalized Ambiguity: The 

Case for Discretion in the Unpredictable Class Action, 120 YALE L.J. ONLINE 231 (2011); 

Taming the Metadata Beast, New York Law Journal, May 16, 2008; Foreign Investors Serving 

as Lead Plaintiffs in U.S.-Based Securities Cases, International Practice Section Newsletter 

(Association of Trial Lawyers of America, Washington, D.C.), Winter 2004 and Spring 2005.; 

Proposed Rule 225: A Death Warrant for Class Actions in Illinois, 93 Illinois Bar Journal 202 

(2005); The Big Business Wish List: Proposed Illinois Supreme Court Rule 225 and the 

Demolition of Consumer Rights, The Class Act (The Newsletter of the National Association of 

Securities and Consumer Law Attorneys), February 25, 2005; and An Illinois Lawyer’s Guide to 

Service of Process in Mexico, 82 Illinois Bar Journal 434 (1994).

Mr. Levitt has testified before the Illinois Supreme Court Rules Committee on class action 

practice and related issues. He also speaks nationally on a wide range of topics, including: (a) 

“Lead Plaintiff ‘Pickoffs’, Offers of Judgment, Moving to Dismiss Class Allegations, and Other 

Early Attacks on the Class Process,” Law Seminars International, Litigating Class Actions 

Conference, (Chicago, December 6-7, 2012) (Conference Co-Chair); (b) “The Evolution of Class 

Action Notice,” CLE International, Class Actions – Plaintiff and Defense Perspectives (Chicago, 

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October 4-5, 2012); (c) “Thinking About Trial From Day One,” American Association for 

Justice, 2012 Annual Convention (Chicago, July 31, 2012); (d) “The Basics of the MERS 

System,” American Association for Justice, 2012 Annual Convention (Chicago, July 31, 2012); 

(e) “Removal, Remand, and Claims Asserted – Strategic Considerations in MERS Litigation,”

American Association for Justice, Mortgage Electronic Registration System (MERS) 

Teleseminar (June 2012); (f) “Class Actions in Medical Device and Pharmaceutical Litigation,”

HarrisMartin TVM/Actos Litigation Conference (Miami, January 25, 2012); (g) “Trial Lawyers 

and Class Actions: Protecting Consumers and Elevating Your Practice,” The National Trial 

Lawyers Trial Lawyers Summit (Miami Beach, January 25, 2012); (h) “Current Developments in 

Consumer Protection Litigation,” Louisiana State Bar Association, 11th Annual Class 

Action/Mass Tort Symposium (New Orleans, December 9, 2011); (i) “Imprelis Herbicide 

Litigation Spotlight,” HB Litigation Conferences (November 2, 2011); (j) “Multi-State Litigation 

in the Post-CAFA World,” Law Seminars International, Litigating Class Actions Conference, 

(Chicago, October 24-25, 2011) (Conference Co-Chair); (k) “Ethical Implications of Class 

Action and Mass Tort Settlements,” American Association for Justice, 2011 Annual Convention 

(New York, July 12, 2011); (l) “Modifying Your Approach for Multi-State Class Actions,” Law 

Seminars International, Litigating Class Actions Conference (Seattle, May 20, 2011); (m) 

“Privacy Litigation: The Evolution in Theories and Outcomes,” International Association of 

Privacy Professionals “Privacy Academy” (Boston, September 2009); (n) “Securities Litigation 

Update,” 2008 Class Action Institute, Illinois Institute of Continuing Legal Education (Chicago, 

Illinois, July 2008); (o) “Legal Strategies to Fight Negative Effects of Genetic Engineering,”

2007 Public Interest Environmental Law Conference (Eugene, March 2007); and (p) “Corporate 

Governance Developments,” Financial Management Association 2005 Conference (Chicago, 

Illinois, October 2005).

Megan D. McIntyre

Megan McIntyre is a director at Grant & Eisenhofer, practicing in the areas of corporate, 

securities and complex commercial litigation. Among other work, she has represented 

institutional investors, both public and private, in corporate cases in the Delaware Court of 

Chancery as well as in securities class actions in federal courts throughout the country that have 

resulted in significant recoveries. She was a member of the trial team in In re Safety-Kleen Corp. 

Bondholders Litigation, which ended in settlements and judgments totaling approximately $280 

million after six weeks of trial, and she played a lead role in In re Refco Inc. Securities 

Litigation, which culminated in settlements exceeding $400 million. Ms. McIntyre was also a 

member of the litigation teams that represented the plaintiffs in two cases whose settlements rank 

among the largest in the history of the Delaware Court of Chancery: In re El Paso Corp. 

Shareholder Litigation, which settled for $110 million, and American International Group, Inc. 

Consolidated Derivative Litigation, which settled for $90 million. 

In addition to her work on behalf of investor plaintiffs in class and derivative litigation, Ms. 

McIntyre has represented institutional investors who have opted out of federal securities class 

actions to pursue separate actions, resulting in recoveries that exceeded what they would have 

received as class members. Ms. McIntyre has also successfully represented clients in obtaining 

access to corporate proxy statements for the purpose of presenting proposed shareholder 

resolutions, and has brought and defended actions seeking to enforce shareholders’ rights to 

inspect corporate books and records pursuant to the statutory authority of Section 220 of the 

Delaware General Corporation Law. 

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Ms. McIntyre has appeared as a guest on CNBC’s “On the Money,” and on September 13, 2012 

she was featured as “Litigator of the Week” in The AmLaw Litigation Daily for her work in the 

In re El Paso Corp. Shareholder Litigation.

Ms. McIntyre graduated from The Pennsylvania State University in 1991 and graduated magna 

cum laude in 1994 from The Dickinson School of Law.

Matthew P. Morris

Matthew Morris is a director of Grant & Eisenhofer P.A., focusing his practice on creditor-side 

representations in large bankruptcy cases and business restructurings. He has extensive 

experience in all aspects of complex bankruptcy and commercial litigation, and cross-border 

insolvency disputes and proceedings. 

Prior to joining G&E, he was a partner in the bankruptcy and restructuring department at Hogan 

Lovells US LLP in New York. He formerly practiced in the bankruptcy group of Milbank, 

Tweed, Hadley & McCloy, as well as in the litigation department at Cravath, Swaine & Moore. 

Mr. Morris was a director of business and legal affairs at Time Warner’s Home Box Office, Inc., 

and general counsel of Vencast, Inc., an internet-based marketing and placement agent for hedge 

and other investment funds.

Among his prominent engagements, Mr. Morris has represented numerous claimants in the 

Lehman Brothers Chapter 11 case, including former Lehman derivative contract counterparties. 

He represented Icelandic Straumur Investment Bank in U.S. Chapter 15 proceedings. He also 

represented the official liquidators of the collapsed Cayman Islands-based Sphinx Funds in the 

bankruptcy of commodities firm Refco, as well as participated in the representation of the 

Official Unsecured Creditors’ Committee in the Enron Chapter 11 case.

Mr. Morris has lectured widely on bankruptcy litigation and fund restructuring litigation. He is a 

graduate of Columbia University School of Law, and a cum laude graduate of Middlebury 

College. 

Linda P. Nussbaum

Linda Nussbaum is a director at Grant & Eisenhofer. Ms. Nussbaum is nationally recognized for 

her representation of class and individual litigants in antitrust and pharmaceutical litigation. Her 

experience prior to Grant & Eisenhofer was as sole or co-lead counsel in many significant 

antitrust class actions which have resulted in substantial recoveries, many in the realm of 

hundreds of millions of dollars: In re Microcrystalline Cellulose Antitrust Litigation; Oncology 

& Radiation Associates, P.A. v. Bristol-Myers Squibb Co., et al. (Taxol Antitrust Litigation); 

North Shore Hematology-Oncology Associates, P.C. v. Bristol-Myers Squibb Co. (Platinol 

Antitrust Litigation); In re Children’s Ibuprofen Oral Suspension Antitrust Litigation; In re 

Relafen Antitrust Litigation; In re Plastics Additives Antitrust Litigation; In re Remeron Antitrust 

Litigation; Meijer, et al. v. Warner Chilcott Holdings Company, III, Ltd., et al. (Ovcon Antitrust 

Litigation); and In re Lorazepam & Clorazepate Antitrust Litigation.

Recently resolved cases in which Ms. Nussbaum served as lead counsel include: In re Puerto 

Rican Cabotage Antitrust Litigation; In re DDAVP Direct Purchaser Antitrust Litigation; Meijer 

Inc. & Meijer Distribution, Inc. v. Abbott Laboratories; Meijer, Inc., et al. v. AstraZeneca 

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Pharmaceuticals LP, et al (Toprol Antitrust Litigation), and Rochester Drug Co-Operative v. 

Braintree Laboratories, Inc.

Current cases in which Ms. Nussbaum serves as lead counsel include In re Photochromic Lens 

Antitrust Litigation; Adriana M. Castro, M.D. v. Sanofi Pasteur Inc.; Mylan Pharmaceuticals, 

Inc. et al. v. Warner Chilcott Public Limited Company, et al., and In Re: Skelaxin (Metaxalone) 

Antitrust Litigation. In addition, she represents large corporate entities in individual actions 

including In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation; In re 

Neurontin Marketing and Sales Practices Litigation; In re Chocolate Confectionary Antitrust 

Litigation; and CVS Pharmacy v. American Express Travel Related Services, et al.

Ms. Nussbaum was selected “Litigator of the Week” by the AmLaw Litigation Daily on April 2, 

2010 for her role in the trial of Kaiser Foundation Health Plan, Inc. and Kaiser Foundation 

Hospitals v. Pfizer. She was named as a finalist for Public Justice Foundation’s 2011 Trial 

Lawyer of the Year award.

Ms. Nussbaum has lectured extensively at various events, on many aspects of antitrust law, 

including: “The Fifth Annual Future of Antitrust Enforcement Conference” presented at the 

American Antitrust Institute’s Fifth Annual Symposium on December 7, 2011; “The Evolving 

Challenges of Class Certification” presented at the American Antitrust Institute’s Third Annual 

Symposium on Private Antitrust Enforcement on December 8, 2009; “Daubert 15 Years Later: 

How Have Economists Fared?” presented at the ABA Section of Antitrust Law Spring Meeting 

in March 2009; and “The Hatch-Waxman Act 25 Years Later: Successes, Failures and 

Prescriptions for the Future,” presented at a panel on “Lawyers, Drugs and Money, a Prescription 

for Antitrust Enforcement in the Pharmaceutical Industry” at the University of San Francisco 

School of Law Antitrust Symposium on September 25, 2009. 

Ms. Nussbaum has published numerous articles including “Where do we go now? The HatchWaxman Act 25 Years Later: Successes, Failures, and Prescriptions for the Future” published in 

the Rutgers Law Journal; and “Daubert and Rule 702 in the Context of Antitrust Economic 

Experts: A Practitioner’s Guide”. Ms. Nussbaum is a member of the Advisory Board of the 

American Antitrust Institute.

Ms. Nussbaum obtained her J.D. from George Washington University and her LL.M. degree in 

taxation from New York University School of Law. 

James J. Sabella

James Sabella is a director at Grant & Eisenhofer. He has over thirty years of experience in 

complex civil litigation, including representing plaintiffs and defendants in class and derivative 

actions involving trial and appellate work in state and federal courts. He has substantial 

experience in securities litigation and litigation involving claims against accounting firms and 

underwriters. He has also handled antitrust litigation and cases involving the fiduciary 

obligations of trustees under state law.

Mr. Sabella has represented the lead plaintiffs in numerous major cases that have resulted in 

large recoveries, including the General Motors securities litigation, where the settlement was in 

excess of $300 million, and the Refco securities litigation, where the recovery was in excess of 

$400 million. He also represented the lead plaintiffs in the Parmalat securities litigation, which 

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resulted in landmark opinions establishing that the international firms that coordinate the audit 

services that audit firms conduct in various countries can be held liable for the conduct of such 

local audit firms.

Prior to joining Grant & Eisenhofer, Mr. Sabella practiced for twenty-eight years at several large 

Manhattan law firms, most recently as a partner in Sidley, Austin, Brown & Wood LLP, where 

his practice focused largely on accountants’ liability defense, including the defense of actions 

alleging securities law violations and professional malpractice as well as grand jury 

investigations and investigations by the American Institute of Certified Public Accountants.

Mr. Sabella is a 1976 graduate of Columbia Law School, where he was a member of the Board 

of Directors of the Columbia Law Review. He received a B.A. summa cum laude from Columbia 

College in 1972 and a B.S. in 1973 from the Columbia School of Engineering, where he was 

valedictorian.

Mary S. Thomas

Mary Thomas is a director at Grant & Eisenhofer. She spent twelve years practicing business 

litigation with two of Los Angeles’ leading law firms before joining Grant & Eisenhofer in 2006. 

Her experience prior to Grant & Eisenhofer includes trade secret and intellectual property 

matters, contract actions, employment defense, consumer class action defense, insurance disputes 

and environmental matters. 

At Grant & Eisenhofer, Ms. Thomas has successfully represented institutional investors in class 

action securities and shareholder derivative litigation. Notably, Ms. Thomas represented the lead 

plaintiffs in the Marsh & McLennan securities litigation, which resulted in a $400 million 

settlement. Representative of Ms. Thomas’ experience in Delaware Chancery Court is her 

successful representation of investors in the ACS shareholders litigation.

Ms. Thomas served as a volunteer arbitrator for the L.A. County Bar Association and as a 

volunteer mediator for the L.A. Superior Court and now serves as a volunteer guardian ad litem

through Delaware’s Office of the Child Advocate. She co-authored “California Wage and Hour 

Laws” (published by the National Legal Center for the Public Interest, January 2005) and was 

one of several authors of the 10th and 11th editions of the California Environmental Law 

Handbook. 

Ms. Thomas graduated magna cum laude from Harvard Law School in 1994 and magna cum 

laude from the University of Delaware in 1991. 

Michael E. Criden

Michael E. Criden is of counsel at Grant & Eisenhofer. He is an experienced trial lawyer who 

devotes a substantial amount of his practice to antitrust securities and consumer fraud class 

action litigation, securities and broker misconduct litigation and complex commercial litigation. 

Mr. Criden is nationally recognized in the field of securities arbitration. On behalf of 

approximately three thousand individual investors in various limited partnerships, Mr. Criden 

recovered over $100 million from major brokerage firms such as Dean Witter, Prudential, Paine 

Webber and Merrill Lynch. Mr. Criden also has considerable experience in securities and other 

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class actions involving consumer fraud and antitrust matters. See, e.g., Davis v. Prudential Sec., 

Inc., 59 F.3d 1186 (11th Cir. 1995). In addition, Mr. Criden was co-lead counsel in Shea v. New 

York Life Insurance Co., No. 96-0746-Civ-Nesbitt (S.D. Fla.), wherein investors in limited 

partnerships received a full refund of their investment, nearly $200 million.

In October 2003, Mr. Criden’s firm, as Lead Counsel in Vista Healthplan, Inc. v. Bristol-Myers 

Squibb Co. and American Bioscience, No. 1:01CV01295 (D.D.C.), an antitrust class action, 

recovered $15,000,000 in a settlement for a class of third-party payors. In February 2004, Mr. 

Criden’s firm, as Lead Counsel, recovered $9,708,000 in Johnson v. National Western Life 

Insurance Co., No. 01-032012-CP (Mich. Cir. Ct.), a consumer-fraud class action wherein it was 

alleged that National Western was selling inferior annuity products to the elderly. In recent years, 

Mr. Criden has been instrumental in recovering additional millions of dollars in several antitrust 

and consumer fraud cases. See, e.g., In re Buspirone Antitrust Litig., (S.D.N.Y.) ($90,000,000); 

Ivax v. Aztec Peroxides, No. 02-0593 ($24,000,000); Best v. Wilmington Trust Co., No. 99-889-

Civ-Jordan (S.D. Fla.) ($3,225,000); and Gregersen v. One Int’l Assocs Limited Partnership, 

C.A. No. 17274 (Del. Ch.) ($2,000,000). Mr. Criden’s firm also was Lead Counsel for ThirdParty Payors in In re Remeron Antitrust End-Payor Antitrust Litigation, responsible for 

allocating a $36 million settlement fund with several State Attorneys General who represented

consumers and state agencies.

Currently, Mr. Criden, as a member of the Plaintiffs’ Steering Committee, is litigating In re 

Insurance Brokerage Antitrust Litigation, MDL No. 1663 (D.N.J.); see also In re: DDAVP 

Indirect Purchaser Litig., No. 05-2237 (CLB) (S.D.N.Y.) (Co-Lead Counsel); In re Puerto Rican 

Cabotage Antitrust Litig. (Steering Committee).

Richard S. Schiffrin

Richard S. Schiffrin is of counsel at Grant & Eisenhofer. He has represented institutional 

investors and consumers in securities and consumer class actions worldwide. In 2008, Mr. 

Schiffrin retired as a founding partner of Schiffrin Barroway Topaz & Kessler, LLP.

Mr. Schiffrin has been recognized for his expertise in many prominent cases, including In re 

Tyco International Ltd. Securities Litigation, the most complex securities class action in history, 

which resulted in a record $3.2 billion settlement. The $2.975 billion payment by Tyco 

represents the single largest securities class action recovery from a single corporate defendant in 

history, while the $225 million settlement with PricewaterhouseCoopers (PwC) represents the 

largest payment PwC has ever paid to resolve a securities class action and is the second-largest 

auditor settlement in securities class action history; In re AremisSoft Corp. Securities Litigation, 

a complex case involving litigation in four countries, resulting in a $250 million settlement 

providing shareholders with a majority of the equity in the reorganized company after 

embezzlement by former officers; In re Tenet Healthcare Corp., resulting in a $216.5 million 

settlement and which led to several important corporate governance improvements; Henry v. 

Sears, et al., one of the largest consumer class actions in history which resulted in a $156 million 

settlement distributed without the filing of a single proof of claim form by any class member; 

Wanstrath v. Doctor R. Crants, et al., a derivative action filed against the officers and directors 

of Prison Realty Trust, Inc., challenging the transfer of assets to a private entity owned by 

company insiders, resulting in corporate governance reform in addition to the issuance of over 46 

million shares to class members; Jordan v. State Farm Insurance Company, resulting in a $225 

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million settlement and other monetary benefits for current and former State Farm policy-holders; 

and In re Sotheby’s Holdings, Inc. Derivative Litigation, resulting in a multi-million dollar 

settlement and significant governance changes.

Mr. Schiffrin is an internationally renowned speaker and lectures frequently on corporate 

governance and securities litigation. His lectures include: the MultiPensions Conference in 

Amsterdam, Netherlands; the Public Funds Symposium in Washington, D.C.; the European 

Pension Symposium in Florence, Italy; and the Pennsylvania Public Employees Retirement 

Summit (PAPERS) in Harrisburg, Pennsylvania. Mr. Schiffrin has also taught legal writing and 

appellate advocacy at John Marshall Law School and served as a faculty member at legal 

seminars, including the Annual Institute on Securities Regulation, NERA: Finance, Law & 

Economics - Securities Litigation Seminar, the Tulane Corporate Law Institute, and the CityBar 

Center for CLE (NYC): Ethical Issues in the Practice of Securities Law. 

Mr. Schiffrin is a graduate of DePaul Law School and attended graduate school at the University 

of Chicago. After protecting the civil rights of clients for seven years as an Assistant Public 

Defender with the Office of the Public Defender of Cook County, where he tried hundreds of 

cases, Mr. Schiffrin founded Schiffrin & Craig, Ltd., representing consumers and individual 

investors in actions brought against public companies. He is licensed to practice law in 

Pennsylvania and Illinois and has been admitted to practice before numerous United States 

District Courts. 

William A.K. Titelman

William Titelman is of counsel at Grant & Eisenhofer. His practice focuses on plaintiff 

securities litigation, representing public pension funds, union and Taft-Hartley funds. Prior to 

joining Grant & Eisenhofer, Mr. Titelman spent more than six years as a partner in a New York 

based plaintiffs’ securities litigation firm.

He has been actively involved in government, law and public policy throughout his career. Mr. 

Titelman is involved in In re Fannie Mae Securities Litigation, In re Royal Dutch/Shell 

Transport Securities Litigation, In re Marsh & McLennan Companies, Inc. Securities Litigation, 

In re Cigna Corp. Securities Litigation, and In re HealthSouth Stockholder Litigation. He 

organized and served as counsel for Amici Curiae states and public pension funds in Stoneridge 

Investment Partners, LLC v. Scientific-Atlanta, Inc., No. 06-43, and Tellabs, Inc. v. Makor Issues 

& Rights, Ltd., No. 06-484, both before the United States Supreme Court, and In re Dynex

Capital Securities Litigation, No. 06-2902-cv, before the Second Circuit. The briefs in these 

three cases were filed on behalf of eight states and five public pension funds concerning critical 

issues of investor protection and securities litigation. 

Mr. Titelman began his career in the early 1970’s serving in several key positions in 

Pennsylvania state government, including Director of Motor Vehicles and Special Assistant to 

the Governor for Government Management. After graduating from The Dickinson School of 

Law in 1980, Mr. Titelman led the Pennsylvania Trial Lawyers Association for nearly a decade 

in its efforts to protect and expand individual rights, including shareholder rights, and drafted key 

provisions of Pennsylvania’s automobile insurance and consumer safety laws. Subsequently, he 

became a partner at a leading Pennsylvania law firm, where he served on the firm’s Board of 

Directors and chaired both its Harrisburg office and its Administrative Law and Government 

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Affairs Practice Group. One of his major clients was the Pennsylvania Public School 

Employees’ Retirement System (PSERS). 

In 1988, Mr. Titelman led the successful enactment of a new Pennsylvania Business Corporation 

Law. From 1989 to 1990, he led a national campaign organizing major public pension funds and 

other institutional investors, shareholder rights activists, former SEC Commissioners, leading 

economists and deans of business and law schools to oppose and successfully amend 

Pennsylvania Senate Bill 1310.

The Wall Street Journal described this legislation as the most onerous anti-shareholder, 

management-protection bill ever proposed in the United States. Mr. Titelman served as General 

Counsel to both the Pennsylvania Public School Building and Higher Educational Facilities 

Authorities. He went to serve on as Executive Vice President of Managed Care and Public 

Affairs at Rite Aid Corporation, where he suffered substantial losses as a victim of one of the 

nation’s largest securities frauds. He subsequently brought and settled an individual action for 

securities fraud against Rite Aid.

Mr. Titelman is a graduate of the Washington & Jefferson College and The Dickinson School of 

Law. 

Peter A. Barile III

Pete Barile is senior counsel at Grant & Eisenhofer. He is an antitrust litigator. Mr. Barile has 

more than twelve years’ experience litigating significant antitrust matters, including numerous 

multidistrict class actions from both sides of the docket, on behalf of plaintiff classes, opt-outs, 

individual competitors, and defendants. He also has substantial experience handling federal 

appeals, including cases before the United States Supreme Court. Prior to joining Grant & 

Eisenhofer, Mr. Barile practiced in New York and Washington, D.C. with law firms renowned 

for their leading antitrust practices. 

Mr. Barile’s reported cases include: Leegin Creative Leather Products, Inc. v. PSKS, Inc., 551 

U.S. 877 (2007) (lead counsel for amicus curiae Consumer Federation of America in landmark 

antitrust case on resale price fixing); Empagran S.A. v. F. Hoffmann-LaRoche, Ltd., 417 F.3d 

1267 (D.C. Cir. 2005) (represented amicus curiae in appeal concerning the Foreign Trade 

Antitrust Improvements Act (FTAIA)); Metallgesellschaft AG v. Sumitomo Corp. of America, 

325 F.3d 836 (7th Cir. 2003) (represented opt-out plaintiffs in a leading case on the FTAIA 

concerning international commodities trading); In re Online DVD Rental Antitrust Litigation, 

2010 U.S. Dist. LEXIS 138558 (2010) (obtained certification of 40 million member class of 

subscribers to Netflix against Netflix and Wal-Mart); In re Rail Freight Fuel Surcharge Antitrust 

Litigation, 593 F. Supp. 2d 29, aff’d, 602 F.3d 444, cert. denied, 131 S. Ct. 822 (2010) (obtained 

dismissal, affirmance, and denial of certiorari in an indirect purchaser price fixing class action 

against major national railroads); In re LTL Shipping Services Antitrust Litigation, 2009 U.S. 

Dist. LEXIS 14276 (N.D. Ga. 2009) (obtained dismissal of price fixing class action brought 

against major trucking companies); In re Southeastern Milk Antitrust Litigation, 555 F. Supp. 2d 

934 (2008) (defeated motion to dismiss price fixing and monopolization claims brought on 

behalf of classes of dairy farmers); In re Medical Residents Antitrust Litigation (Jung v. AAMC), 

339 F. Supp. 2d 26 (D.D.C. 2004), aff’d, 2006 U.S. App. LEXIS 14079 (D.C. Cir. 2006), cert. 

denied, 549 U.S. 1156 (2007) (obtained dismissal of price fixing class action alleging conspiracy 

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in the hiring and compensation of medical residents); KoSa, B.V. v. Hoechst AG, 727 F. Supp. 2d 

199 (2010) (defense of a global chemicals company in fraud and breach of contract case 

concerning failure to disclose alleged ongoing antitrust conspiracy); Digene Corp. v. Third Wave 

Technologies, Inc., 536 F. Supp. 2d 996 (W.D. Wis. 2008), aff’d, 2009 U.S. App. LEXIS 7381 

(2009) (obtained summary judgment and affirmance in Federal Circuit in patent-antitrust dispute 

between leading companies in the genetic testing industry); Omnicare, Inc. v. United Health 

Group, Inc., 524 F. Supp. 2d 1031 (N.D. Ill. 2007) (prosecuted precedent-setting private action 

for pre-merger gun jumping conspiracy under Section 1 of the Sherman Act). 

Mr. Barile’s pro bono work includes: Giles v. State of California 554 U.S. 353 (2008), in which 

he served as lead counsel in the U.S. Supreme Court for amicus curiae Battered Women’s Justice 

Project in case on the scope of the Confrontation Clause of the United States Constitution.

Mr. Barile has published numerous articles and served as a panelist or speaker on antitrust issues. 

His work has been cited by the Federal Trade Commission and the Antitrust Modernization 

Commission, as well as leading academics and practitioners. He has authored or co-authored the 

following: Milton Handler, Dean of Antitrust, in Yale Biographical Dictionary of American Law 

(2010); Pattern Exception to Sham Litigation, Antitrust Exemptions & Immunities Update 

(2009); Private Right of Action for Pre-Merger Gun Jumping Recognized, Antitrust Litigator 

(2008); Supreme Court Confirms Viability of Predatory Bidding Claims, Business Law Today 

(2007); Antitrust Damages Resulting from Meritorious Patent Litigation, Antitrust Exemptions 

& Immunities Update (2007); Antitrust’s New Big Brother, Business Law Today (2006); 

Antitrust in Wartime, Antitrust (2003); Health Care Providers and a Market Participation 

Exception to State Action Immunity, Antitrust Report (2000); The Microsoft Case, Connecticut 

Law Review (Symposium Editor) (1999). He has contributed to the following books and 

treatises: Antitrust Law Developments (Seventh) (2012); Annual Review(s) of Antitrust 

Developments (2008-11); Antitrust & Trade Associations (2009); Antitrust & International 

Intellectual Property Licensing (2008); Antitrust Law Developments (Sixth) (2007); Annual 

Review(s) of Antitrust Developments (2005-06); Unfair Trade Practices (2003). His speaking 

engagements include: Panelist, ABA, Sham Litigation: Claiming and Defeating Antitrust 

Immunity (2011); Panelist, ABA, Fundamentals of Antitrust Exemptions & Immunities (2010); 

Moderator, ABA, Now the Feds Can Wiretap Suspected Antitrust Offenders (2006); 

Introduction, The Microsoft Case, Connecticut Law Review Symposium (1999).

Mr. Barile is active in the antitrust bar, having held a number of leadership posts in the ABA and 

other bar associations. He currently serves on the Advisory Board of the Loyola Institute for 

Consumer Antitrust Studies. 

Mr. Barile graduated from the University of Connecticut in 1991 with a bachelor of arts in 

English, and received his J.D. from the University of Connecticut School of Law, magna cum 

laude, in 1999.

Traci L. Buschner

Traci Buschner is a senior counsel at Grant & Eisenhofer. A former state prosecutor, Ms. 

Buschner has spent the last 13 years representing plaintiffs in complex litigation ranging from 

class actions to government contract fraud under federal and state false claims acts. She has been 

involved in multi-million dollar recoveries on behalf of workers under the Federal Fair Labor 

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Standards Act and has served as counsel in False Claims actions, bringing tens of millions of 

dollars to the United States Government. Ms. Buschner represented one of the six main 

whistleblowers in False Claims Act litigation against Pfizer, Inc., which resulted in the 

Government’s recovery of $2.3 billion in 2009.

Ms. Buschner’s practice has involved representation of some of the nation’s largest labor unions 

and their members. Prior to joining Grant & Eisenhofer, she was an attorney with the 

Washington, DC office of one of the nation’s largest personal injury and labor firms and also 

practiced with an Austin, Texas firm where she spear-headed litigation on behalf of victims of 

asbestos exposure. 

On behalf of the Oil, Chemical & Atomic Workers International Union (OCAW), AFL-CIO, Ms. 

Buschner was actively involved in environmental litigation which led to Secretary of Energy, 

William Richardson, canceling a project to recycle radioactive nickel at the Oak Ridge, 

Tennessee K-25 Nuclear Weapons Complex. The documentation of her efforts to expose faulty 

government contracting at Department of Energy Nuclear weapons sites was published in The 

Environmental Forum, Volume 17, No. 6, November/December 2000. Ms. Buschner graduated 

from Miami University in 1990, and received her J.D. from the University of Louisville in 1995.

Nathan A. Cook

Nathan Cook is a senior counsel at Grant & Eisenhofer, focusing on corporate governance, class 

action and derivative litigation. 

Previously, Mr. Cook worked as an associate at the law firm of Abrams & Bayliss LLP (formerly 

Abrams & Laster LLP) in Wilmington, Delaware. He has obtained substantial experience 

litigating before the Delaware Court of Chancery and the Delaware Supreme Court and 

providing corporate advisory services on a variety of matters relating to Delaware law. Mr. 

Cook also participated in a successful, highly-expedited arbitration involving complex 

transactional issues.

Mr. Cook co-authored Frequently Asked Questions, Answers and More Questions about the 

Business Strategy Immunity, 856 PLI/Lit 503 (2011), and The Delaware Supreme Court Weighs 

in on Fiduciary Duties to Creditors, Insights (June 2007). 

Mr. Cook is a member of the Richard S. Rodney Inn of Court, the American Bar Association 

(Business Law Section), the Delaware State Bar Association, and the New York State Bar 

Association.

Mr. Cook received his J.D. from the University of Virginia in 2005, where he served on the 

Editorial Board for the Virginia Environmental Law Journal. Following graduation from law 

school, Mr. Cook served as a law clerk to the Honorable John W. Noble of the Delaware Court 

of Chancery. Mr. Cook received a B.A., with distinction, from the University of Virginia in 

2002, where he majored in economics and history and was a Jefferson Scholar and an Echols 

Scholar. 

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Deborah A. Elman

Deborah Elman is a senior counsel at Grant & Eisenhofer. Ms. Elman focuses on securities fraud 

and derivative cases at Grant & Eisenhofer. Prior to joining Grant & Eisenhofer as an associate, 

Ms. Elman represented clients before the SEC and participated in numerous appearances before 

federal and state courts as an associate at a leading New York law firm. 

Ms. Elman served as a law clerk for the Honorable William L. Standish, United States District 

Judge, in the United States District Court for the Western District of Pennsylvania, participating 

in all aspects of federal trial court practice.

Ms. Elman graduated cum laude in 2001 from the University of Pittsburgh School of Law, where 

she was Lead Executive Editor of the Journal of Law and Commerce and received the Horowitz 

Graduate Student Paper Prize, the National Association of Women Lawyers Law Student 

Achievement Award and the School of Law Community Service Award. She received a Masters 

of Public Health degree in 1997 from Columbia University, where she graduated cum laude with 

a Bachelor of Arts degree in 1995.

David T. Fischer

David Fischer is senior counsel at Grant & Eisenhofer. He has spent over a decade representing 

plaintiffs and defendants in complex litigation and antitrust litigation. Mr. Fischer’s complex 

litigation practice has involved federal and state civil, criminal and administrative fraud 

investigations and litigation. He has been involved in numerous cases involving multi-million 

dollar recoveries in False Claim Act actions.

Mr. Fischer represented the lead whistleblowers in qui tam action under the False Claims Act 

alleging fraud by a Merck-Medco, national pharmacy benefit management company (“PBM”)a 

related to services performed for federal health plans. The Government intervened in the case, 

which was litigated aggressively for several years, and which was settled for approximately $185 

million just prior to summary judgment/trial. 

Mr. Fischer is also an experienced antitrust litigation attorney, has been counsel in two antitrust 

trials and has defended companies facing Federal Trade Commission (FTC) merger 

investigations. In 2005, he obtained a multi-million jury verdict on behalf of Health Care 

Service Corporation (HCSC) in the first indirect-purchaser antitrust case to proceed to trial 

(Federal Court, District of Columbia). That lawsuit stemmed from a generic pharmaceutical 

company’s anticompetitive conduct in the markets for lorazepam (generic equivalent of 

Ativan®) and clorazepate (generic equivalent of Tranxene®). After HCSC opted out of an 

underlying class settlement, and after several additional years of litigation, the case was tried to 

verdict in a month-long jury trial. Following verdict, the damages award for Plaintiffs was 

trebled and enhanced by the Court to nearly $80 million. 

Mr. Fischer has published numerous articles and served as a panelist or speaker on False Claims 

Act and antitrust issues. His speaking engagements include: “Reimbursement and False Claims 

Act Fundamentals,” ABA Health Law Section (May 19, 2011, February 7, 2013); “In-House 

Counsel Update,” ABA Section of Antitrust Law Corporate Counseling Committee (June 2, 

2011); “False Claims Act Changes and Challenges,” Department of Energy Contractor 

Attorneys’ Association’s (DOECAA) Spring Conference (May 13, 2010); “The Government’s 

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Crackdown on Clinical Research Misconduct,” Drug Information Association’s Liability Risks 

in Clinical Trials Program (February 25, 2010); and “Substantive and Procedural Motions,”

District of Columbia Bar Association CLE Program Pre-Trial Skills Series (October22, 2009, 

October 29, 2010, and October 20, 2011). He has authored or co-authored the following: 

Digital evidence searches in competition investigations: Best Practices for effective fundamental 

rights, 4-2009 Concurrences, November 2009; Dr. Miles: Will The Supreme Court Find a Cure?, 

The Antitrust Source, February 2007; and Cardizem CD®, K-Dur®, Plavix® and OxyContin®: 

Have We Entered the Endgame of Antitrust Uncertainty Towards Pharmaceutical Patent 

Litigation Settlements?, Health Lawyers Weekly, December 15, 2006.

Mr. Fischer is active in the health care and antitrust bars, having held a number of leadership 

posts in the ABA. He is currently the vice chair of the ABA Section of Health Law’s Healthcare 

Litigation and Risk Management Interest Group. He is also on the Planning Committee for, and 

a speaker at, the ABA’s forthcoming False Claims Act and Qui Tam Trial Institute (June 5-7, 

2013).

Mr. Fischer’s pro bono work has included representing disabled veterans and individuals in 

neglect and guardianship cases.

Mr. Fischer graduated from Miami University in 1996 with Bachelors of Arts in English 

Literature and Political Science, and received his J.D. from the Georgetown University Law 

Center in 1999. Prior to joining Grant & Eisenhofer, Mr. Fischer worked in Washington D.C. for 

Shook, Hardy & Bacon where he frequently litigated health care qui tam cases.

Shelly L. Friedland

Shelly Friedland is a senior counsel at Grant & Eisenhofer, and an experienced litigator with 

over twelve years of experience practicing both civil and criminal law. At Grant & Eisenhofer, 

she represents clients in securities and antitrust class actions. She has been the principal attorney 

overseeing day-to-day management of the antitrust class action brought against Sirius XM 

satellite radio, and is also litigating securities fraud cases against Citigroup and Genzyme, as well 

as several other antitrust matters.

Ms. Friedland is a cum laude graduate of Harvard Law School, where she was an Executive 

Editor of the Human Rights Law Journal. She received her bachelor’s degree from Columbia 

College, graduating summa cum laude. She is a member of the New York City Bar Association 

and the American Bar Association, where she is a member of the Class Action and Derivatives 

Committee of the Litigation Section.

Christine M. Mackintosh

Christine Mackintosh is a senior counsel at Grant & Eisenhofer, practicing in the areas of 

corporate and securities litigation. She has represented institutional investors, both public and 

private, in corporate cases in the Delaware Court of Chancery and in securities fraud class 

actions in federal courts throughout the country. 

Ms. Mackintosh has played significant roles in several landmark actions challenging mergers and 

acquisitions in the Delaware Court of Chancery, including In re Del Monte Foods Company 

Shareholder Litigation, which resulted in an $89.4 million recovery for the class, and In re El 

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Paso Corporation Shareholder Litigation, which resulted in a $110 million recovery for the class. 

Ms. Mackintosh also played a significant role in American International Group, Inc. 

Consolidated Derivative Litigation, which resulted in a $90 million recovery, one of the largest 

recoveries in a shareholder derivative action in the history of the Delaware Court of Chancery. 

Ms. Mackintosh has also played a significant role in a number of securities fraud class actions 

that have achieved substantial recoveries for classes of investors, including In re Refco Securities 

Litigation ($358 million) and In re Merck & Co., Inc. Vytorin/Zetia Securities Litigation ($215 

million settlement pending). Outside of the United States, Ms. Mackintosh was a member of the 

team that secured the historic $450 million pan-European settlement in the Royal Dutch Shell 

case. Ms. Mackintosh currently serves as co-lead counsel in In re JP Morgan Chase & Co. 

Securities Litigation and Ross v. Career Education Corporation, and is representing a number of 

institutional and individual investors who have opted out of In re Bank of America Corporation 

Securities, Derivative & ERISA Litigation. 

Prior to joining Grant & Eisenhofer, Ms. Mackintosh practiced in the Philadelphia office of an 

international law firm, where she practiced in the areas of commercial, securities, and insurance 

recovery litigation. 

A magna cum laude graduate of St. Joseph’s University, Ms. Mackintosh earned her law degree 

at the University of Pennsylvania Law School. She is the co-author of two articles published by 

the Practising Law Institute’s Corporate Law & Practice Course Handbook Series. “Ethical 

Issues and Their Impact on Securities Litigation,” published in September-October, 2003, was 

co-authored with Marc J. Sonnenfeld, Viveca D. Parker and Marisel Acosta. “Lessons From 

Sarbanes-Oxley: The Importance of Independence In Internal Corporate Investigations,”

published in July, 2003, was co-authored with Alfred J. Lechner, Jr.

Brenda F. Szydlo

Brenda Szydlo is senior counsel at Grant & Eisenhofer, where she focuses on securities litigation 

on behalf of institutional investors. Ms. Szydlo has more than twenty years of litigation 

experience in a broad range of matters.

Prior to joining Grant & Eisenhofer, Ms. Szydlo served as counsel in the litigation department of 

Sidley Austin LLP in New York, and its predecessor, Brown & Wood LLP, where her practice 

focused on securities litigation and enforcement, accountants’ liability defense and general 

commercial litigation.

Ms. Szydlo is a 1988 graduate of St. John’s University School of Law, where she was a St. 

Thomas More Scholar and member of the Law Review. She received a bachelor’s degree in 

economics from Binghamton University in 1985.

Diane Zilka

Diane Zilka is senior counsel at Grant & Eisenhofer. For over a decade, Ms. Zilka has been in 

the forefront of the Firm’s successful prosecution of securities fraud and corporate governance 

cases. As a member of numerous trial teams, Ms. Zilka has played a key role in achieving 

significant recoveries for funds managed by U.S. and international institutional investors and 

public pension plans. Representative cases include: Safety Kleen Bondholder Litig., more than 

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$276 million in judgments and settlements; In Re Merck & Co. Vytorin/ Zetia Sec. Litig., $215 

million for investors—among the largest for a securities fraud case without a government finding 

of corporate wrongdoing; In Re News Corp. S’holder Litig., $139 million recovered for the 

company—the largest cash recovery in the history of derivative shareholder litigation—and 

which resulted in significant corporate governance reforms; Parmalat Securities Litig.—the 

European “Enron” resulting in $110 million recovery; TRSL v. AIG, $115 million recovered for 

the company; In Re Appraisal of Metromedia Int’l Group, Inc., a $188 million judgment in what 

was only the second appraisal action of preferred shares in the history of Delaware Chancery 

Court. In the corporate governance arena, Ms. Zilka’s cases have addressed such cutting-edge 

issues as the propriety of “proxy puts” and of “Don’t Ask, Don’t Waive” standstill provisions, 

the use of derivative securities in “poison pills,” and the conflicted role of Wall Street banks as 

financial advisors to target corporations and as lenders to buyers, which, in Del Monte Corp. 

S’holder Litig., resulted in a preliminary injunction of a $5.3 billion leveraged buyout and an 

$89.4 settlement for the shareholders. Ms. Zilka has successfully defended clients before the 

SEC in “no-action” proxy proposal challenges, and has successfully prosecuted “books and 

records” actions.

Ms. Zilka co-authored “The Role of Foreign Investors in Federal Securities Class Actions,” 1442 

PLI/CORP. 91 (2004) and “The Current Role Of Foreign Investors In Federal Securities Class 

Actions,” 1620 PLI/Corp 11 (2007), cited by the United States Supreme Court in Morrison v. 

National Australia Bank, 130 S. Ct. 2869 (2010). Ms. Zilka has lectured at CLE International’s 

Annual Class Action Conference.

Ms. Zilka has concentrated her career in securities, corporate and complex commercial litigation. 

Before joining G&E, she was a partner in a prominent New York City law firm and a member of 

its Investor Protection practice group. Ms. Zilka is the Lead General Chair of the annual 

Combined Campaign For Justice which provides critical funding for Delaware’s three legal 

services agencies. She is a member of the Board of The Print Center of Philadelphia and of the 

Board of Panetiere Partners, two non-profit organizations. 

Ms. Zilka graduated from the State University of New York at Binghamton in 1982, and 

received her J.D. from Fordham University School of Law in 1985.

Edmund S. Aronowitz

Edmund Aronowitz is an associate at Grant & Eisenhofer, where his primary area of practice is 

consumer class action litigation. Prior to joining G&E, Mr. Aronowitz was a class action 

litigation associate in the Chicago office of a national law firm and practiced complex 

commercial litigation as an associate in the New York office of a large global firm.

Mr. Aronowitz graduated from Cornell University (B.A. with honors, History, 2002) and Cornell 

Law School (J.D. with honors, 2005) where he was a Managing Editor of the Cornell Journal of 

Law and Public Policy and a Bench Editor on the Moot Court Board. Following law school, Mr. 

Aronowitz served as a law clerk to the Hon. Robert L. Hinkle of the United States District Court 

for the Northern District of Florida.

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Bradley J. Demuth

Brad Demuth is an associate at Grant & Eisenhofer, where he focuses his practice on complex 

antitrust litigation matters. Prior to joining G&E, Mr. Demuth worked as an antitrust associate at 

two of the leading and most well regarded defense firms in the world.

Mr. Demuth’s antitrust litigation casework includes contributions in the following matters: In re 

Flonase Antitrust Litigation, Mylan Pharmaceuticals, Inc. v. Warner Chilcott Public Ltd. Co. (re 

Doryx), Skelaxin (Metaxalone) Antitrust Litigation, Castro v. Sanofi Pasteur, Inc. (re Menactra),

In re Photochromic Lens Antitrust Litigation, Madison Square Garden, L.P. v. NHL, In re Tricor 

Antitrust Litigation, Sullivan v. De Beers, W.B. David v. De Beers, and Compuware v. IBM.

Mr. Demuth received his J.D. degree from American University Washington College of Law in 

1999. Following law school, Mr. Demuth served as a law clerk to the United States Court of 

Appeals for the Second Circuit.

Bernard C. Devieux

Bernard Devieux is an associate at Grant & Eisenhofer, focusing on corporate governance and 

securities litigation on behalf of institutional investors. He is also part of a team handling 

residential mortgage-backed securities litigation in federal and state courts on behalf of several 

of the firm’s clients. 

Mr. Devieux received his J.D. and M.B.A. from Villanova in 2011. During law school, he 

worked as a summer associate for a nationally-recognized law firm in Philadelphia, PA, and 

interned with the Chief Mediator of the United States Court of Appeals for the Third Circuit’s 

Appellate Mediation Program. He also interned in the general counsel’s office of a Philadelphiabased software and technology company, where he assisted in handling general corporate law 

matters. During his third year of law school, Mr. Devieux was a member of Villanova’s Civil 

Justice Clinic, where he represented low-income clients in child custody disputes and in 

administrative proceedings before the Social Security Administration. He is a 2008 graduate of 

the University of Delaware, with a B.S. in Finance. 

Mr. Devieux volunteers as a mentor with Big Brothers Big Sisters of Delaware, and is a member 

of the Delaware State Bar Association and American Bar Association.

Kimberly A. Evans

Kimberly Evans is an associate at Grant & Eisenhofer, focusing her practice on corporate 

governance and complex securities litigation on behalf of institutional investor clients. 

Prior to joining Grant & Eisenhofer, Ms. Evans worked as an associate at a well-known 

Philadelphia-based law firm, where she gained extensive experience in the practice areas of 

securities, antitrust, and consumer protection class action litigation. She also previously worked 

as a Paralegal in the Juvenile Division of the Philadelphia District Attorney’s Office.

Ms. Evans is a member of the American Bar Association and has volunteered with the Wills For 

Heroes Program, an organization that provides free wills and advanced directives to police 

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officers, firefighters and other first responders. She also volunteers her time with local animal 

rescue groups in the greater-Philadelphia area. 

Ms. Evans earned her J.D. from Temple University in 2007 and received a bachelor’s degree in 

Chemistry and Criminal Justice from La Salle University in 2003.

Robert D. Gerson

Robert Gerson is an associate at Grant & Eisenhofer, focusing on mortgage-backed securities 

litigation and complex litigation issues. 

Mr. Gerson is a graduate of New York Law School, where he was a member of the Moot Court 

Association. He participated in Fordham Law School’s Kaufman Memorial Securities Law 

Moot Court Competition. During law school, he was an intern in the Office of the New York 

State Attorney General. Mr. Gerson received a B.A. in Government and Politics from the 

University of Maryland in 2006. 

David M. Haendler

David Haendler is an associate at Grant & Eisenhofer, focusing on securities and corporate 

governance litigation. Mr. Haendler has experience in a variety of complex commercial cases, 

including matters involving corporate governance, mass torts and products liability.

Mr. Haendler graduated from the University of Chicago Law School in 2006 and received a 

Bachelor’s degree in political science from Swarthmore College in 2003. Mr. Haendler served 

as the assistant legal counsel for the documentary film Resurrect Dead: The Mystery of the 

Toynbee Tiles, winner of the directing prize at the 2011 Sundance Film Festival. He has written 

a novel, The Shattergrave Knights, which was digitally published in June 2011. 

Jonathan M. Kass

Jonathan Kass is an associate at Grant & Eisenhofer, focusing on commercial litigation and 

complex civil litigation issues. He has experience in antitrust and securities fraud.

Before joining Grant & Eisenhofer, Mr. Kass worked for a large international law firm in New 

York handling securities fraud and corporate governance disputes, as well as internal 

investigations concerning FCPA violations and counseling on antitrust matters.

Mr. Kass is a magna cum laude graduate of Fordham University School of Law. He received his 

bachelor’s degree in government with a concentration in American institutions and public policy 

from Cornell University, achieving Distinction in all subjects.

Jacob R. Kirkham

Jacob Kirkham is an associate at Grant & Eisenhofer, focusing on securities, class action and 

false claims litigation. During law school, Mr. Kirkham interned at the Georgia Attorney 

General’s Office and the United States Attorney’s Office for the Northern District of Georgia. 

He was also a research assistant to Dean David Partlett for the publication of Prosser, Wade, and 

Schwartz’s Torts, 12th Edition. He graduated Order of Barristers; was a Class of 2011 G. Conley 

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Ingram Scholar; recipient of the Dean’s Public Service Award; Director-in-Chief of the Emory 

Law Mock Trial Society; a recipient of the Moffett Litigation Award and awarded first place for 

the William W. Daniel National Mock Trial Invitational. 

Mr. Kirkham is a 2011 graduate of the Emory University School of Law and a 2008 graduate 

from Brigham Young University with a degree in corporate finance.

Michael T. Manuel

Michael Manuel is an associate at Grant & Eisenhofer, focusing on securities and corporate 

governance litigation. Mr. Manuel has experience in a variety of complex commercial cases, 

including matters involving contract disputes, securities, commercial litigation, corporate 

governance, mass torts and products liability cases.

Mr. Manuel graduated cum laude from Harvard Law School in 2002 and received a Bachelor’s 

degree in mathematics from Duke University in 1999. 

Kyle J. McGee

Kyle McGee is an associate at Grant & Eisenhofer, focusing on complex securities litigation on 

behalf of institutional investor clients and complex commercial litigation on behalf of consumers 

and advocacy organizations. 

Mr. McGee was the principal associate in In re Merck & Co., Inc. Vytorin/Zetia Securities 

Litigation (D.N.J.), a major securities fraud action against pharmaceutical industry titan Merck & 

Co., Inc. The case, which was prosecuted with a related action, In re Schering-Plough Corp. 

ENHANCE Securities Litigation (D.N.J.), resulted in a record-setting recovery for investors 

totaling $688 million.

Mr. McGee also represented investors in In re XTO Energy Shareholder Class Action Litigation

(Tarrant County, TX), an action arising out of Exxon Mobil Corp.’s $41 billion acquisition of 

XTO Energy, Inc., which resulted in substantial additional disclosures to shareholders 

concerning the merits, process, and financing of the proposed transaction.

Mr. McGee currently represents investors in various actions brought pursuant to the federal 

securities laws, as well as consumers in various actions brought pursuant to federal 

communications laws and state consumer protection laws.

Mr. McGee earned a research degree from the University of Edinburgh in Scotland as well as a 

J.D. from Villanova University in 2009, both with honors. Mr. McGee studied the history and 

philosophy of law at Edinburgh, and was honored as a Dean’s Merit Scholar at Villanova Law. 

In 2005, he graduated from the University of Scranton with a B.A. in Philosophy as well as 

Media and Information Technology.

Caitlin M. Moyna

Caitlin M. Moyna is an associate at Grant & Eisenhofer where her practice includes litigating 

securities fraud and shareholder derivative claims on behalf of institutional investors. Ms. 

Moyna has over 9 years of broad complex commercial litigation experience.

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Prior to joining Grant & Eisenhofer, Ms. Moyna was a litigation associate at Cravath, Swaine & 

Moore LLP and Ropes and Gray, LLP, and most recently, was an associate at boutique litigation 

firm specializing in representing plaintiffs in securities fraud and shareholder rights’ actions.

Ms. Moyna is a cum laude graduate of Northwestern University School of Law where she was 

elected to the Order of the Coif. While at Northwestern, Ms. Moyna was on the Articles Board 

of the Journal of Criminal Law and Criminology, and she served as the legal writing tutor to the 

class of first year law students. Ms. Moyna received her bachelor’s degree from Dartmouth 

College. 

Rebecca Musarra

Rebecca Musarra is an associate at Grant & Eisenhofer, where she focuses his practice on 

complex antitrust litigation matters. Prior to joining G&E, Ms. Musarra worked as an appellate 

law clerk for the Supreme Court of the Virgin Islands in St. Thomas, Virgin Islands.

Ms. Musarra received her J.D. degree from American University Washington College of Law in 

2009 and obtained a B.A. in international relations from the College of William and Mary in 

2003. Following law school, Ms. Musarra served as a law clerk to the Superior Court of the 

Virgin Islands.

Oderah Nwaeze

Oderah Nwaeze is an associate at Grant & Eisenhofer, focusing on securities and False Claims 

Act litigation. 

Previously, Mr. Nwaeze worked as a summer associate for an international law firm in New 

York City, as well as a legal intern with The Coca-Cola Company in Atlanta, Georgia. 

Mr. Nwaeze received his J.D. from Emory University School of Law in 2011, where he was a 

member of the Emory Mock Trial Society, president of the Emory Law Student Alumni 

Association, and served on the Emory Law Honor Court. Mr. Nwaeze was also recognized for 

his oral advocacy skills and selected for the Order of Emory Advocates. In 2008, he received a 

Bachelor’s degree in political science from Wake Forest University, where he was a Gordon 

Scholarship recipient.

Catherine Ó Súilleabháin

Catherine (Kate) Ó Súilleabháin is an associate at Grant & Eisenhofer, where her primary area of 

practice is consumer class action litigation. Prior to joining G&E, Ms. Ó Súilleabháin was an 

associate in the Chicago office of a large global law firm, where she practiced international 

commercial litigation and advised clients on product and medical-device regulation and recall. 

She has spoken on such topics as attorney-client privilege in international litigation and FDA 

regulation of medical devices. 

Ms. Ó Súilleabháin represented an Albanian family in a successful asylum hearing and was 

recognized by Illinois Legal Aid Online as an Attorney of the Month (May 2009) for her work 

on the case.

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Ms. Ó Súilleabháin was the first recipient of the Davies-Jackson Scholarship to St. John’s 

College, the University of Cambridge. She graduated from the University of Cambridge (B.A. 

and M.A., English, 1992 and 1998, respectively), Loyola University of Chicago (B.A., English, 

1990) and Georgetown University Law Center (J.D., 2007), where she was a Law Fellow and a 

member of the Barrister’s Council. 

Ms. Ó Súilleabháin is currently on the Executive Committee of the Alliance for Women of the 

Chicago Bar Association.

Susan R. Schwaiger

Susan Schwaiger is an associate at Grant & Eisenhofer. She practices in the area of antitrust, 

with experience in a wide variety of industries, and other areas of complex civil litigation. 

Prior to joining Grant & Eisenhofer, Ms. Schwaiger was of counsel to several leading New 

York-based antitrust firms representing plaintiffs in class and individual actions. She has 

authored The Submission of Written Instructions and Statutory Language to New York Criminal 

Juries.

Ms. Schwaiger has played significant roles in a number of major antitrust cases including In re 

Microcrystalline Cellulose Antitrust Litigation; In re Plastics Additives Antitrust Litigation; and 

In re Lorazepam & Clorazepate Antitrust Litigation. In addition, she has represented large 

corporate entities in individual actions in In re Payment Card Interchange Fee and Merchant 

Discount Antitrust Litigation; In re Chocolate Confectionary Antitrust Litigation; and CVS 

Pharmacy v. American Express Travel Related Services, et al. Ms. Schwaiger’s experience also 

includes representation of Shannon Faulkner and Nancy Mellette in their successful litigation 

against The Citadel military academy in Charleston, South Carolina, where Shannon Faulkner 

became the first female cadet admitted to the all-male academy in August 1995. 

Ms. Schwaiger graduated cum laude from Brooklyn Law School in 1992 with a J.D. She 

obtained her M.A. from the University of Kentucky and a B.S. from the University of Tennessee.

Elizabeth H. Shofner

Elizabeth Shofner is an associate at Grant & Eisenhofer focusing on complex civil litigation, 

including corporate governance matters, false claims litigation, and consumer fraud. 

Prior to joining Grant & Eisenhofer, Ms. Shofner was a litigator at Patterson Belknap Webb & 

Tyler LLP, where she focused on complex commercial litigation, including Medicaid and 

consumer fraud and mortgage-backed securities litigation. She also has experience in 

intellectual property and appellate work. She served for several years as a law clerk to the 

Honorable John M. Walker, Jr., of the Second Circuit Court of Appeals, during which time she 

was involved in hundreds of federal appeals involving all areas of law. 

Ms. Shofner co-authored the New York section of The 2012 50-State Survey of Privacy Law

(Media Law Resource Center; 2012), co-edited the Task Force Report on Gender, Race, and 

Ethnic Bias in the Second Circuit (1998), and co-authored the article Similarity Ratings And 

Confusability Of Lipread Consonants Compared With Similarity Ratings Of Auditory And 

Orthographic Stimuli (American Journal of Psychology; 1991).

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Ms. Shofner received her J.D. magna cum laude from New York University School of Law, 

where she was elected to the Order of the Coif and served as an articles editor for the New York 

University Law Review. She also received an M.A. in cognitive psychology from Hunter 

College. She holds an undergraduate degree in English literature and psychology from 

Washington University in St. Louis. 

John Tangren

John Tangren is an associate at Grant & Eisenhofer, where his primary area of practice is 

consumer class action litigation. Prior to joining G&E, Mr. Tangren was a class action litigation 

associate in the Chicago office of a national law firm and practiced complex commercial 

litigation as an associate in the Chicago office of a large global firm.

Mr. Tangren graduated from the University of Chicago (A.B., Philosophy and Music, 2000) and 

the University of Chicago Law School with honors (J.D. 2003) where he was Executive Editor of 

the University of Chicago Legal Forum. He was selected by Super Lawyers magazine as an 

Illinois “Rising Star” for 2011 and 2013. 

Justin K. Victor

Justin Victor is an associate at Grant & Eisenhofer, focusing on the False Claims Act, class 

action litigation and antitrust. 

Previously, Mr. Victor worked as a summer associate for an international law firm in Chicago, 

Illinois and London, England, as well as a Judicial Intern for the Honorable T. Jackson Bedford 

Jr., at Fulton County Superior Court in Atlanta, Georgia.

Mr. Victor received his J.D. from Emory University School of Law in 2010, where he was 

awarded the inaugural William C. O’Kelley Scholarship. Mr. Victor also served on the 

Executive Board for the Emory Mock Trial Society and graduated Order of the Barristers. He 

graduated from the University of Michigan with a B.A. in Political Science in 2007. 

Jennifer A. Williams

Jennifer Williams is an associate at Grant & Eisenhofer. Ms. Williams attended Emory 

University School of Law and the Candler School of Theology in 2012 earning both her J.D. and 

M.D. in law and theological studies, respectively. In 2006, she also graduated magna cum laude 

with a B.A. in Religion from Centre College in Danville, Kentucky. 

Marisa N. DeMato

Marisa DeMato is an attorney and a Client Relationship Manager at Grant & Eisenhofer where 

she works with the firm’s institutional investor clients, regarding litigation related matters. Prior 

to joining Grant & Eisenhofer, Ms. DeMato was affiliated with a national plaintiffs’ securities 

litigation firm where she practiced in the areas of securities litigation, shareholder derivative and 

consumer fraud litigation. 

Ms. DeMato has lectured on topics pertaining to securities fraud litigation, fiduciary 

responsibility and corporate governance issues. Ms. DeMato has addressed the National 

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Conference on Public Employee Retirement Systems, the Florida Public Pension Trustees 

Association, The National Association of Police Officers, The Public Funds Summit, the 

National Coordinating Committee for Multiemployer Plans, the Southeastern Public Employees 

Retirement System Summit, the Texas Public Employees Retirement System, the New England 

Public Employees Retirement System Summit and the Massachusetts Contributory Retirement 

System, among others. 

Ms. DeMato earned her B.A. in Political Science from Florida Atlantic University and received 

her J.D. from the University of Baltimore School of Law. While at the University of Baltimore 

School of Law, Ms. DeMato served as a legal intern for the Office of the Attorney General in 

Annapolis, Maryland, working directly with the Deputy Attorney General for the Maryland 

General Assembly. In the spring of 2006, Ms. DeMato was selected over 250,000 applicants to 

appear on the sixth season of The Apprentice, which aired on January 7, 2007 on NBC. 

Marc D. Weinberg

Prior to joining G&E in 2006, Marc Weinberg gained a fourteen-year track record with two of 

the nation’s leading securities litigation firms. He focuses on institutional services at Grant & 

Eisenhofer.

Mr. Weinberg earned his law degree at Widener University in 1992 after graduating from 

Pennsylvania State University. He is a member of the Philadelphia and Pennsylvania Bar 

Associations, and the Moot Court Honor Society.

Joshua E. Alpert

Joshua Alpert is a staff attorney at Grant & Eisenhofer, focusing on a wide range of securities 

litigation matters including complex antitrust litigation and bankruptcy. Mr. Alpert is a 2005 

graduate of Brooklyn Law School, and a 1999 graduate of the State University of New York at 

Stony Brook where he received his bachelor in political science.

Prior to joining Grant & Eisenhofer, Mr. Alpert’s experience was in antitrust, securities and 

derivative class action cases. He is a former member of the Association of Certified Anti-Money 

Laundering Specialists and was a certified anti-money laundering specialist.

Katie L. Anderson

Katie Anderson is a staff attorney who focuses on class action and securities litigation cases at 

Grant & Eisenhofer.

Ms. Anderson is a 1999 graduate of the University of Pittsburgh with a degree in political 

science and a 2002 graduate of Widener University School of Law. She was a law clerk in the 

Pennsylvania Office of Attorney General Bureau of Consumer Protection and was promoted in 

2003 to the position of deputy attorney general. Before joining Grant & Eisenhofer, Ms. 

Anderson focused her practice on the area of antitrust, federal/state wage and hour litigation and 

gaming law.

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Simona L. Bonifacic

Simona Bonifacic is a staff attorney at Grant & Eisenhofer, where her focus is on securities 

litigation. Ms. Bonifacic graduated in 1998 from Syracuse University College of Law. She is 

also a 1998 magna cum laude graduate of Maxwell School of Citizenship and Public Affairs 

where she obtained her M.A. in international relations. She further received a bachelor degree 

in 1994 from East Stroudsburg University in political science and philosophy.

Prior to joining Grant & Eisenhofer, Ms. Bonifacic worked as a legal consultant on multi-district 

court class actions, securities litigation, bankruptcy, immigration, commercial real estate, 

intellectual property, and contracts. She also has experience as an analyst in the banking sector. 

She is fluent in Romanian.

Leanne P. Brown-Pasquarello

Leanne Brown-Pasquarello is a staff attorney at Grant & Eisenhofer and has experience in 

complex class action securities litigation on behalf of institutional investors. Representative cases 

include In re Pfizer Inc. Securities Litigation, and In re Refco Inc. Securities Litigation.

Prior to joining Grant & Eisenhofer, her focus was on securities litigation, mass torts products 

liability pharmaceutical litigation, and nursing home litigation.

Ms. Brown-Pasquarello has co-authored numerous publications, including “Ex-Files: ExCorporate Employees May Be Contacted Ex Parte by the Plaintiff’s Attorney: The Florida 

Supreme Court’s Ruling in H.R.A. Management, Inc. v. Schwartz,” published in the Trial 

Advocacy Quarterly (1997). She also co-authored Jonathan L. Alpert’s Florida Handbooks and 

Forms (1996).

Ms. Brown-Pasquarello received her law degree from Widener University School of Law in 

1993 and in 1990 she received her B.A. in political science from University of Delaware where 

she was a member of the Phi Sigma Pi National Honor Society and Pi Sigma Alpha National 

Political Science Honor Society.

Tracy L. Campbell

Tracy Campbell is a staff attorney at Grant & Eisenhofer, who focuses on complex securities 

fraud litigation in class action cases. She received her law degree from the University of Houston 

Law Center in 2003, where she completed an externship at the Methodist Health Care System. 

Before joining Grant & Eisenhofer, Ms. Campbell focused her practice on the area of health law. 

Upon graduating from law school, she worked at a mid-sized firm in Houston where she 

concentrated primarily on asbestos litigation. Subsequently, she worked for a small transactional 

health law firm in San Antonio, Texas. 

Ms. Campbell received her B.S. in Business Administration with a Concentration in International 

Business Management from Goldey-Beacom College in 1997, where she graduated magna cum 

laude. Prior to entering law school, Ms. Campbell gained business experience as an analyst at JP 

Morgan. Upon relocating to Texas, she continued to pursue a career in the financial industry 

while obtaining her law degree. Ms. Campbell is a member of the Delaware Bar Association.

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James P.A. Cavanaugh

James Cavanaugh is a staff attorney at Grant & Eisenhofer. His primary focus is on high profile 

securities fraud litigation and class actions. He has additional experience in products liability 

class actions and litigating toxic tort, patent infringement, bankruptcy, and asbestos related cases. 

Prior to joining Grant & Eisenhofer, he was sole practitioner of a law practice with an emphasis 

on litigation, including workers’ compensation, employment, civil rights and personal injury. 

Representative accomplishments include establishing case law precedent in Dr. John Doe v. 

TRIS Mental Health Services permitting the disabled, for the first time, to proceed anonymously 

in the New Jersey Superior Courts.

Mr. Cavanaugh was appointed to a specialized task force by the Chief Justice of the New Jersey 

Supreme Court to examine discrimination in the legal profession and in the courts and adopt 

recommendations. Mr. Cavanaugh also represented an amicus curiae institutional nonprofit 

corporation opposing discriminatory policies in James Dale v. Boy Scouts of America case.

He is a graduate of George Washington University National Law Center where he earned his law 

degree, and Fordham University where he graduated, with honors, with a B.A. in history.

Alice Y. Cho

Alice Cho is a staff attorney at Grant & Eisenhofer, where her focus is on securities fraud class 

actions. She graduated from Brooklyn Law School in 2004 after receiving a B.A. from the 

University at Albany. 

During law school, Ms. Cho interned as a law clerk for the Honorable Frederic Block, U.S. 

District Court, Eastern District of New York. She also worked with the New York City Human 

Rights Commission and the Asian American Legal Defense and Education Fund.

Ms. Cho currently serves as Executive Vice President of the Korean American Lawyers 

Association of Greater New York (KALAGNY).

Stephen V. Cotter

Stephen Cotter is a staff attorney at Grant & Eisenhofer, where he focuses on securities fraud and 

class action litigation.

Prior to joining Grant & Eisenhofer, Mr. Cotter worked as a policy analyst for the campaign of 

Bob Brady for Mayor. He also worked as real estate development counsel for the Philadelphia 

Housing Authority and as an associate in the offices of Eckert Seamans.

Mr. Cotter graduated from the University of Pittsburgh School of Law. He received a B.A. in 

political science and history from Millersville University of Pennsylvania.

Kerry A. Dustin

Kerry Dustin is a staff attorney at Grant & Eisenhofer, focusing on corporate securities litigation. 

Ms. Dustin received her law degree from Syracuse University College of Law where she was a 

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member of the Community Law Development Clinic and Corporate Law Society. She received 

her B.S. in business administration with a marketing concentration from LeMoyne College in 

2000.

Prior to joining Grant & Eisenhofer, Ms. Dustin focused her practice on intellectual property and 

patent and employment law. Ms. Dustin served as a law clerk for Onondaga County Resource 

Recovery Agency (OCRRA). She also did an internship at the Ontario County Attorney’s Office 

where she was involved in drafting labor contracts and research.

Cheron D. Everett

Cheron Everett focuses on securities and class action litigation as a staff attorney at Grant & 

Eisenhofer. Ms. Everett is a 2007 graduate of the Widener University School of Law and a 2001 

magna cum laude graduate from Temple University with a degree in journalism and public 

relations. She was a recipient of the Chadwick Memorial Scholarship and a Fred G. Dibona 

Moot Court participant. 

Prior to joining Grant & Eisenhofer, Ms. Everett’s focus was on pharmaceutical and securities 

litigation as well as workmen’s compensation.

R. Alexander Gartman

Alexander Gartman concentrates on securities litigation as a staff attorney at Grant & Eisenhofer. 

He graduated cum laude from Temple University School of Law in 2005. He served on the 

Student Bar Association Budget Committee, and the Curriculum Committee, working with 

faculty to revise first year curriculum.

Mr. Gartman received a B.B.A. in Finance in 1998 from The College of William and Mary, 

where he double majored in Economics.

Lisa K. Grumbine

Lisa Grumbine is a staff attorney at Grant & Eisenhofer, focusing on a wide range of securities 

litigation matters as well as employee benefits with emphasis on defined contribution plans. Ms. 

Grumbine is a 1997 graduate of Temple School of Law, and a 1990 cum laude graduate of 

University of Delaware where she received her bachelor in consumer economics.

Prior to joining Grant & Eisenhofer, her focus was on pharmaceutical products liability cases, 

pension and profit sharing plans, ERISA, and banking. She is an ABA National Employee 

Benefit Trust School graduate.

C. Kirby Happer

Kirby Happer is a staff attorney at Grant & Eisenhofer.

Buneka Islam

Buneka Islam is a staff attorney at Grant & Eisenhofer. Previously, Ms. Islam served as an 

intern in the Chambers of the Honorable Dolores K. Sloviter of the United States Court of 

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Appeals for the Third Circuit as well as in the Chambers of the Honorable Michele J. Fox of the 

New Jersey Superior Court in Camden, New Jersey. She was a legal intern in the Philadelphia 

Office of the District Attorney. She is a native speaker of Bengali.

Ms. Islam received her law degree in 2012 from Temple University School of Law where she 

was a staff member of Temple Political and Civil Rights Law Review. She also received a B.A. 

in Psychology from the University of Pennsylvania in 2006.

Lawrence P. Kempner

Lawrence Kempner is a staff attorney at Grant & Eisenhofer, focusing on complex securities, 

regulatory and corporate governance cases. Prior to joining Grant & Eisenhofer, Mr. Kempner 

was engaged in private practice with a concentration in civil litigation. 

Mr. Kempner graduated from Lehigh University in 1988 with a B.S. in marketing. He received 

his J.D. from the George Washington University National Law Center in 1991.

Edward M. Lilly

Edward Lilly focuses on securities fraud and class action litigation as a staff attorney at Grant & 

Eisenhofer. He has additional experience in pharmaceutical intellectual property litigation, 

product liability litigation, and derivative class actions. 

Mr. Lilly graduated in 1996 from Cornell Law School and served as editor for the LII BulletinNY and Cornell Journal of Law & Public Policy. He received his M.S. in social psychology in 

1993 from Purdue University and graduated magna cum laude from DePauw University with a 

B.A. in economics.

Mr. Lilly served as a clerk for the Honorable Thomas J. McAvoy of the U.S. District Court in 

Binghamton, New York.

Michael A. Morris

Michael Morris is a staff attorney at Grant & Eisenhofer. He received his law degree from the 

University of Bridgeport Law School in 1980, and has been a member of the Connecticut Bar 

since 1980.

He was employed by the City of New Haven as Special Assistant Corporation Counsel where he 

represented and provided legal counsel for several city departments. He subsequently established 

his own law practice in New Haven which he maintained until 2000.

Mr. Morris served as Counsel to the Board of Directors for the Greater New Haven Transit 

District which involved federal and state legal matters in transportation, government contract and 

grant development, and presenting testimony to the Connecticut State Legislature.

Mr. Morris earned his M.B.A. from the University of Bridgeport. He also helped organize and 

became the first president of the University of Bridgeport Law School Alumni Association.

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Kevin M. Nadolny

Kevin Nadolny is a staff attorney at Grant & Eisenhofer. Mr. Nadolny has focused his career in 

securities litigation, antitrust, and mass tort cases, with a particular focus on e-discovery issues 

since 2004. 

Mr. Nadolny is currently a member of the team litigating In re Pfizer Securities Litigation before 

the Honorable Judge Laura Swain in the Southern District of New York. The team recently 

turned in a win in the Daubert Hearing clearing the way for a potential landmark settlement.

Mr. Nadolny has participated in assessing derivative actions in various state and federal courts 

including those arising out of instances of improper stock option backdating. 

He is a 1998 graduate of the University of Minnesota, and a 2002 J.D. graduate of Temple Law. 

In 2003 he was granted an LL.M. degree in Transnational Law from Temple Law.

Joseph P. Nearey

Joseph Nearey focuses on complex securities litigation as a staff attorney at Grant & Eisenhofer. 

He received his law degree in 2001 from Temple University School of Law, where he was a 

member of the Temple International and Comparative Law Journal. He attended the Temple 

University School of Law Semester in Japan and interned at a prominent Tokyo firm. He served 

as a summer intern for the Honorable James R. Cavanaugh of the Superior Court of 

Pennsylvania.

Mr. Nearey graduated cum laude from Hamilton College in 1997 with dual B.A degrees in 

English Literature and Government.

Matthew J. Rieder

Matthew Rieder is a staff attorney at Grant & Eisenhofer. He earned his law degree from 

Villanova University School of Law in 1971. He graduated from St. Joseph’s University in 1968 

where he received his B.A. in History.

Raymond Schuenemann

Raymond Schuenemann focuses on securities litigation as a staff attorney at Grant & Eisenhofer. 

He is a graduate of the Widener University School of Law and a member of the American Bar 

Association and the Pennsylvania Bar Association. Prior to joining Grant & Eisenhofer, Mr. 

Schuenemann worked as an associate in labor law, nursing home law, sales and use tax law, and 

real estate law. He also worked as a consultant in the area of sales and use tax.

Mr. Schuenemann received a B.S. in Finance from West Chester University in 1999. He has 

experience as an investment accountant and internal auditor in the banking and finance sectors.

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Kimberly B. Schwarz

Kimberly Schwarz is a staff attorney at Grant & Eisenhofer. She earned her law degree from 

Rutgers School of Law in 2010. She graduated with high honors from Rutgers University 

School of Business in 2002 where she received her B.S. in Business Management.

Shannon T. Somma

Shannon Somma is a staff attorney at Grant & Eisenhofer. Her focus is on securities fraud and 

class action litigation. She has additional experience in intellectual property, pharmaceutical, and 

environmental litigation.

Ms. Somma graduated in 1999 from the University of Delaware with a B.A. degree in 

psychology, and thereafter received her J.D. degree from Widener University School of Law in 

2005.

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Selected Institutional Client Representations

G&E has represented or is currently representing a number of institutional investors in 

major securities fraud actions, shareholder derivative suits, other breach-of-fiduciary-duty cases 

and related ancillary proceedings around the country. Some of our cases include:

(A) In Securities Fraud Litigation:

(1) Cellstar

In one of the earliest cases filed after the enactment of PSLRA, the State of 

Wisconsin Investment Board (“SWIB”) was designated lead plaintiff and G&E 

was appointed lead counsel in Gluck v. CellStar Corp., 976 F.Supp. 542 

(N.D.Tex. 1997). The cited opinion is widely considered the landmark on 

standards applicable to the lead plaintiff/lead counsel practice under PSLRA. 

(See, especially, In re Cendant Corp. Litig., 2001 WL 980469, at *40, *43 (3d 

Cir. Aug. 28, 2001), citing CellStar.) After the CellStar defendants’ motion to 

dismiss failed and a round of discovery was completed, the parties negotiated a 

$14.6 million settlement, coupled with undertakings on CellStar’s part for 

significant corporate governance changes as well. With SWIB’s active lead in the 

case, the class recovery, gross before fees and expenses, was approximated to be 

56% of the class’ actual loss claims, about 4 times the historical 14% average 

gross recovery in securities fraud litigation. Because of the competitive process 

that SWIB had undertaken in the selection of counsel, resulting in a contingent fee 

percentage significantly less than the average 31% seen historically, the net 

recovery to the class after all claims were submitted came to almost 50% of actual 

losses, or almost 5 times the average net recovery.

(2) DaimlerChrysler

Florida State Board of Administration (“FSBA”) was appointed lead plaintiff and 

G&E co-lead counsel in the PSLRA class action on behalf of shareholders of the 

former Chrysler Corporation who exchanged their shares for stock in 

DaimlerChrysler in Chrysler’s 1998 business combination with Daimler-Benz AG 

which was represented at the time as a “merger of equals.” Shortly before trial, 

the defendants agree to a $300 million cash settlement, among the largest 

securities class action settlements since the enactment of the PSLRA. In re 

DaimlerChrysler Securities Litigation, D. Del., C.A. No. 00-0993.

(3) Oxford Health Plans

Public Employees’ Retirement Association of Colorado (“ColPERA”) engaged 

G&E to represent it to seek the lead plaintiff designation in the numerous 

securities fraud actions that were consolidated into In re Oxford Health Plans, 

Inc., Securities Litig., S.D.N.Y., MDL Docket No. 1222 (CLB). The court 

ordered the appointment of ColPERA as a co-lead plaintiff and G&E as a co-lead 

counsel. G&E and its co-leads filed the Consolidated Amended Complaint. 

Memorandum opinions and orders were entered denying defendants’ motions to 

dismiss (see 51 F.Supp. 2d 290 (May 28, 1999) (denying KPMG motion) and 187 

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F.R.D. 133 (June 8, 1999) (denying motion of Oxford and individual director 

defendants)). The case settled for $300 million, another settlement negotiated by 

G&E that is among the largest settlements since the enactment of the PSLRA. 

(4) Dollar General

The U.S. District Court for the Middle District of Tennessee ordered the 

appointment of Florida State Board of Administration (“FSBA”) and the 

Teachers’ Retirement System of Louisiana (“TRSL”) as lead plaintiffs and G&E 

as co-lead counsel in a PSLRA and Rule 10b-5 case against the defendant 

company, its accountants, and individual insiders who allegedly issued false and 

misleading statements over an alleged 3-year Class Period and failed to disclose 

adverse facts about the company’s financial results. Settlements were approved 

involving a cash payment of $162 million from the company and the individual 

defendants, an additional $10.5 million from Deloitte & Touche, LLP (Dollar 

General’s accountants), and beneficial governance reforms for Dollar General. In

re Dollar General Securities Litigation, M.D. Tenn., No. 3:01-0388, orders dated 

July 19, 2001 and September 29, 2003.

(5) Just For Feet

G&E represented the State of Wisconsin Investment Board (“SWIB”) in a federal 

securities class action against certain officers and directors of Just For Feet, Inc., 

and against Just For Feet’s auditors, in the Northern District of Alabama. That 

action arose out of the defendants’ manipulation of the company’s accounting 

practices to materially misstate the company’s financial results. Having been 

appointed co-lead plaintiff, SWIB and (G&E) as its counsel took primary 

responsibility for the case. (SWIB v. Ruttenberg, et al., N.D. Ala., CV 99-BU3097-S and 99-BU-3129-S, 102 F. Supp. 2d 1280 (N.D. Ala. 2000)). SWIB 

obtained a policy limits settlement with the individual defendants’ D&O carrier 

and an additional $7.4 million from Just For Feet’s auditor, for a recovery totaling 

approximately $32 million.

(6) Waste Management

G&E filed a non-class federal securities action against Waste Management, Inc., 

its former and current directors, and the company’s accountants in the Northern 

District of Florida, on behalf of Lens Investment Management, LLC and Ram 

Trust Services, Inc. The complaint alleged that Waste Management had, over a 

five-year period, issued financial statements and other public statements that were 

materially false and misleading due to the defendants’ fraudulent and improper 

accounting manipulations. G&E also filed non-class actions in Illinois state court, 

asserting similar claims on behalf of the Florida State Board of Administration 

(“FSBA”) and the Teachers’ Retirement System of Louisiana (“TRSL”). After 

G&E successfully defeated the defendants’ motions to dismiss FSBA’s complaint 

in state court, FSBA’s cause of action was transferred to the Northern District of 

Florida. At the point where there were competing motions for summary judgment 

pending, G&E successfully negotiated a settlement pursuant to which each 

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plaintiff received several times what it would have received in the class action. 

Florida State Board of Administration, Ram Trust Services, Inc. and Lens 

Investment Management, LLC v. Waste Management, Inc., et al., N.D.Fla., No. 

4:99CV66-WS, amended complaint filed June 21, 1999; and Teachers’

Retirement System of Louisiana v. Waste Management, Inc., et al., Circuit Ct., 

Cook Co. [Ill.], No. 98 L 06034, complaint filed May 18, 1999.

(7) Total Renal Care

In June 1999, the Louisiana State Employees’ Retirement System (“LASERS”) 

and Teachers’ Retirement System of Louisiana (“TRSL”) were appointed as Lead 

Plaintiff in a federal securities class action against Total Renal Care (“TRC”) and 

certain of its officers and directors, pending in the U.S. District Court for the 

Central District of California. G&E was approved as Plaintiffs’ Lead Counsel. 

Plaintiffs filed their Corrected Consolidated Amended Complaint against the 

defendants, alleging, inter alia, that the defendants manipulated TRC’s financial 

statements so as to materially overstate TRC’s revenues, income and assets and to 

artificially inflate TRC’s stock price. G&E negotiated a settlement requiring 

TRC’s payment of $25 million into a settlement fund for the class and the 

company’s adoption of certain internal corporate governance policies and 

procedures designed to promote the future accountability of TRC’s management 

to its stockholders. At the time of the settlement, this amount represented 33% of 

the value of the Company’s shares. In re Total Renal Care Securities Litigation, 

C.D. Cal., Master File No. CV-99-01745 CBM.

(8) Safety-Kleen

G&E was sole lead counsel for the plaintiffs in a federal securities class action 

and a series of related individual actions against former officers, directors, 

auditors and underwriters of Safety-Kleen Corporation, who are alleged to have 

made false and misleading statements in connection with the sale and issuance of 

Safety-Kleen bonds. In re Safety-Kleen Corp. Bondholders Litig., D.S.C., No. 

3:00-CV-1145-17, consolidated complaint filed January 23, 2001. In March of 

2005, after a jury had been selected for trial, the auditor defendant settled with the 

class and individual claimants for $48 million. The trial then proceeded against 

the director and officer defendants. After seven weeks of trial, the director 

defendants settled for $36 million, and the court entered judgment as a matter of 

law in favor of the class and against the company’s CEO and CFO, awarding 

damages of $192 million. 

(9) Styling Technology Corporation

G&E represented funds managed by Franklin Advisers, Inc., Conseco Capital 

Management, Inc., Credit Suisse Asset Management, Pilgrim American Funds 

and Oppenheimer Funds, Inc. in a securities action brought in May 2001, 

asserting both federal (1933 Act) and state claims brought in the Superior Court 

of California. The suit alleged that certain former officers, as well as the 

independent auditors, of Styling Technology Corporation made false and 

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misleading statements in connection with the sale and issuance of Styling 

Technology bonds. Styling Technology filed for bankruptcy protection under 

Chapter 11 in August 1999. In October 2000, discovery of accounting 

irregularities and improperly recognized revenue forced the Company to restate 

its financial statements for the years 1997 and 1998. Plaintiffs, owning $66.5 

million of the total $100 million in bonds sold in the offering, settled the case for 

a recovery representing approximately 46% of the losses suffered by the client 

funds that they manage. Franklin High Income Trust, et al. v. Richard R. Ross, et 

al., Cal. Super., San Mateo Co. [Calif.], Case No: 415057, complaint filed 

November 28, 2000. 

(10) Tyco

G&E served as co-lead counsel representing co-lead plaintiffs Teachers’

Retirement System of Louisiana and Louisiana State Employees’ Retirement 

System in a securities class action against Tyco International Ltd. and 

PricewaterhouseCoopers LLP. The complaint alleged that the defendants, 

including Tyco International, Dennis Kozlowski and other former executives and 

directors of Tyco, and PricewaterhouseCoopers, made false and misleading public 

statements and omitted material information about Tyco’s finances in violation of 

Sections 10(b), 14, 20A and 20(a) of the Securities Exchange Act of 1934. Tyco 

agreed to fund $2.975 billion in cash to settle these claims, representing the single 

largest payment from any corporate defendant in the history of securities class 

action litigation. PricewaterhouseCoopers also agreed to pay $225 million to 

settle these claims, resulting in a total settlement fund in excess of $3.2 billion.

(11) Global Crossing

Ohio Public Employees’ Retirement System (“Ohio PERS”) and the Ohio 

Teachers’ Retirement System (“STRS”) were appointed lead plaintiff and G&E 

was appointed sole lead counsel in a securities class action against Global 

Crossing, Ltd. and Asia Global Crossing, Ltd. In re Global Crossing, Ltd. 

Securities & “ERISA” Litig., MDL Docket No. 1472. In November 2004, the 

Court approved a partial settlement with the Company’s former officers and 

directors, and former outside counsel, valued at approximately $245 million. In 

July 2005, the Court approved a $75 million settlement with the Citigroup-related 

defendants (Salomon Smith Barney and Jack Grubman). In October 2005, the 

Court approved a settlement with Arthur Anderson LLP and all Anderson-related 

defendants for $25 million. In October 2006, the Court approved a $99 million 

settlement with various financial institutions. In total, G&E recovered $448 

million for investors in Global Crossing. 

(12) Telxon Corporation

G&E filed a federal securities and common law action against Telxon 

Corporation, its former officers and directors and its accountants in the Northern 

District of Ohio on behalf of Wyser-Pratte Management Co., Inc., an investment 

management firm. Following mediation, G&E negotiated a settlement of all 

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claims. Wyser-Pratte Management Co., Inc. v. Telxon Corp., et al., N.D. Ohio, 

Case No. 5:02CV1105.

(13) Hayes Lemmerz

G&E served as lead counsel to plaintiffs and class members who purchased or 

acquired over $1 billion in bonds issued by Hayes Lemmerz International, Inc. 

G&E negotiated a settlement worth $51 million. Pacholder High Yield Fund, Inc. 

et al. v. Ranko Cucoz et al., E.D. Mich., C.A. No. 02-71778.

(14) Asia Pulp and Paper 

On behalf of bondholders of various subsidiaries of Indonesian paper-making 

giant Asia Pulp and Paper (“APP”), G&E filed an action alleging that the 

bondholders were defrauded by APP’s financial statements which were inflated 

by nearly $1 billion in fictitious sales. Defendants’ motions to dismiss were 

denied. Franklin High Income Trust, et al. v. APP Global Ltd., et al., N.Y. Sup. 

Ct., Trial Div., Index No. 02-602567. The matter was resolved through a 

confidential settlement.

(15) Alstom

Louisiana State Employees’ Retirement System was appointed as co-lead plaintiff 

and G&E was appointed co-lead counsel in a class action against Alstom SA, a 

French corporation engaged in power generation, transmission and distribution in 

France. The suit alleges that Alstom and other defendants made false and 

misleading statements concerning the growth and financial performance of its 

transportation subsidiary. A settlement in the amount of $6.95 million is awaiting 

Court approval. In re Alstom SA Sec. Litig., S.D.N.Y. 03-cv-6595.

(16) Parmalat

G&E is co-lead counsel in this securities class action arising out of a multi-billion 

dollar fraud at Parmalat, which the SEC has described as “one of the largest and 

most brazen corporate financial frauds in history.” Settlements exceeding $90 

million were reached. In re Parmalat Sec. Litig., S.D.N.Y. 04-MDL-1653.

(17) Marsh & McLennan

G&E was co-lead counsel for the class of former Marsh & McLennan 

shareholders in this federal securities class action alleging that the company, its 

officers, directors, auditors, and underwriters participated in a fraudulent scheme 

involving, among other things, bid-rigging and secret agreements to steer business 

to certain insurance companies in exchange for “kick-back” commissions. After 

five years of litigation, G&E achieved a $400 million settlement on behalf of the 

class. In re Marsh & McLennan Companies, Inc. Sec. Litig., S.D.N.Y. 04-cv8144.

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(18) Hollinger International

G&E was co-lead counsel in this securities class action arising out of a company 

scandal at Hollinger International, Inc. which involves payment of millions of 

dollars to certain executives, including the company’s former CEO, Lord Conrad 

Black, relating to sales of company assets. G&E negotiated a settlement with 

Hollinger in the amount of $37.5 million. Hollinger International Securities 

Litigation, N.D. Ill. 04-C-0834.

(19) General Motors

G&E served as co-lead counsel in a securities class action against GM, arising 

from alleged false statements in GM’s financial reports. After about two and a 

half years of litigation, a settlement was reached with GM for $277 million, with 

GM’s auditor, Deloitte & Touche contributing an additional $26 million. The 

combined $303 million settlement ranked among the largest shareholder 

recoveries of 2008. In re General Motors Corp. Sec. Litig., E.D. Mich., MDL No. 

1749.

(20) Delphi

Delphi is an automotive company that was spun off of General Motors. The 

company failed as a stand-alone entity, but concealed its failure from investors. 

G&E’s client, one of the largest pension funds in the world, served as a lead 

plaintiff, and G&E served as co-lead counsel in this securities class action, which 

produced settlements totaling $325 million from Delphi, its auditor and its 

director and officers liability insurer. In re Delphi Corporation Securities 

Derivative & ERISA Litigation, E.D. Mich., MDL No. 1725.

(21) Refco

A mere two months after going public, Refco admitted that its financials were 

unreliable because the company had concealed that hundreds of millions of 

dollars of uncollectible receivables were owed to the company by an off-balance 

sheet entity owned by the company’s CEO. G&E served as a co-lead counsel and 

G&E’s client, PIMCO, was a co-lead plaintiff. The case resulted in recoveries 

totaling $422 million for investors in Refco’s stock and bonds (including $140 

million from the company’s private equity sponsor, over $50 million from the 

underwriters, and $25 million from the auditor). In re Refco, Inc. Securities 

Litigation, S.D.N.Y., No. 05 Civ. 8626. 

(22) Sprint

G&E represented lead plaintiff institutional investor Carlson Capital, L.P. in this 

class action suit against Sprint Corporation and its former CEO and directors for 

breach of fiduciary duty in the consolidation of two separate tracking stocks. In 

December 2007, a $57.5 million settlement was approved. In re Sprint 

Corporation Shareholder Litigation, D. Kan., No. 04 CV 01714.

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(B) In Derivative and Other Corporate Litigation:

(1) Digex

This case resulted in a settlement of over $400 million, the largest reported 

settlement in the history of Delaware corporate litigation. G&E represented the 

lead plaintiff, TCW Technology Limited Partnership, in alleging that Digex, 

Inc.’s directors and majority stockholder (Intermedia, Inc.) breached their 

fiduciary duties in connection with WorldCom’s proposed $6 billion acquisition 

of Intermedia. Among other issues, WorldCom was charged with attempting to 

usurp a corporate opportunity that belonged to Digex and improperly waiving on 

Digex’s behalf the protections of Delaware’s business combination statute. 

Following G&E’s argument on a motion to preliminarily enjoin the merger, the 

Court issued an opinion declining to enjoin the transaction but acknowledging 

plaintiffs’ likelihood of success on the merits. In re Digex, Inc. Shareholders 

Litigation, C.A. No. 18336, 2000 WL 1847679 (Del. Ch. Dec. 13, 2000). The 

case settled soon thereafter. 

(2) UnitedHealth Group

G&E represented the Ohio Public Employees Retirement System, State Teachers 

Retirement System of Ohio, and Connecticut Retirement Plans and Trust Funds as 

lead plaintiffs in a derivative and class action suit in which G&E successfully 

challenged $1.2 billion in back-dated options granted to William McGuire, thenCEO of health care provider UnitedHealth Group. This was among the first – and 

most egregious – examples of options backdating. G&E’s case produced a 

settlement of $922 million, the largest settlement in the history of derivative 

litigation in any jurisdiction. In re UnitedHealth Group Inc. Shareholder 

Derivative Litig., C.A. No. 06-cv-1216 (D. Minn.)

(3) AIG 

In the largest settlement of derivative shareholder litigation in the history of the 

Delaware Chancery Court, G&E reached a $115 million settlement in a suit 

against former executives of AIG for breach of fiduciary duty. The case 

challenged hundreds of millions of dollars in commissions paid by AIG to C.V. 

Starr & Co., a privately held affiliate controlled by former AIG Chairman 

Maurice “Hank” Greenberg and other AIG directors. The suit alleged that AIG 

could have done the work for which it paid Starr, and that the commissions were 

simply a mechanism for Greenberg and other Starr directors to line their pockets.

Teachers’ Retirement System of Louisiana v. Greenberg, et al., C. A. No. 20106-

VCS (Del. Ch.).

(4) Genentech 

When Swiss healthcare company Roche offered to buy out biotech leader 

Genentech Inc. for $43.7 billion, or $89 per share, G&E filed a derivative claim 

on behalf of institutional investors opposed to the buyout. With the pressure of 

the pending litigation, G&E was able to reach a settlement that provided for 

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Roche to pay $95 per share, representing an increase of approximately $3 billion 

for minority shareholders. In re Genentech, Inc. Shareholders Litig., C.A. No. 

3911-VCS (Del. Ch.). 

(5) Willamette

In January 2002, at the request of Wyser-Pratte Management Co., Inc. and 

Franklin Mutual Advisors, G&E filed a shareholder derivative action in Oregon 

state court claiming that the board of Willamette Industries, Inc. breached its 

fiduciary duties by attempting to cause Willamette to acquire the asbestos-ridden 

building products division of Georgia-Pacific Company as part of a scorchedearth effort to defeat a hostile takeover of Willamette by its chief competitor, 

Weyerhaeuser Company. G&E obtained an expedited hearing on its motion for a 

preliminary injunction and obtained an agreement from Willamette at the hearing 

not to consummate any deal with Georgia-Pacific without providing prior notice 

to G&E. Almost immediately thereafter, and after years of fighting against 

Weyerhaeuser’s take-over attempts, the Willamette board relented and agreed to 

sell the company to Weyerhaeuser. Wyser-Pratte Management Co., Inc. & 

Franklin Mutual Advisors v. Swindells, et al., No. 0201-0085 (Ore. Cir. Ct.).

(6) Medco Research

In January 2000, G&E filed a shareholder derivative action on behalf of State of 

Wisconsin Investment Board against the directors of Medco Research, Inc. in 

Delaware Chancery Court. The suit alleged breach of fiduciary duty in 

connection with the directors’ approval of a proposed merger between Medco and 

King Pharmaceuticals, Inc. G&E was successful in obtaining a preliminary 

injunction requiring Medco to make supplemental and corrective disclosures. 

Because of G&E’s efforts, the consideration to Medco’s stockholders increased 

by $4.08 per share, or $48,061,755 on a class-wide basis. State of Wisconsin 

Investment Board v. Bartlett, et al., C.A. No. 17727, 2000 WL 193115 (Del. Ch. 

Feb. 9, 2000).

(7) Occidental Petroleum

G&E represented Teachers’ Retirement System of Louisiana and served as cocounsel in a shareholders’ derivative suit against the directors of Occidental 

Petroleum Corporation, challenging as corporate waste the company’s excessive 

compensation arrangements with its top executives. Filed in California state 

court, the case settled when the company agreed to adopt CalPERS’s model 

principles of corporate governance and undertook to reconstitute its key 

committees so as to meet the tests of independence under those principles. 

Teachers’ Retirement System of Louisiana v. Irani et al., No. BC1850009 (Cal. 

Super.).

(8) Staples, Inc.

On behalf of Teachers’ Retirement System of Louisiana, G&E challenged Staples, 

Inc.’s proposed “recapitalization” plan to unwind a tracking stock, Staples.com, 

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which it created in 1998. G&E obtained a preliminary injunction against the deal 

and the deal terms were ultimately altered resulting in a $15-$20 million gain for 

shareholders. Additional disclosures were also required so that shareholders 

voted on the challenged transaction based on a new proxy statement with 

substantial additional disclosures. In re Staples, Inc. Shareholders Litigation, 

C.A. No. 18784, 2001 WL 640377 (Del. Ch. June 5, 2001).

(9) SFX/Clear Channel Merger

G&E filed a class action on behalf of Franklin Advisers, Inc. and other 

stockholders of SFX, challenging the merger between SFX and Clear Channel. 

While the SFX charter required that in any acquisition of SFX all classes of 

common stockholders be treated equally, the merger, as planned, provided for 

approximately $68 million more in consideration to the two Class B stockholders 

(who happened to be the senior executives of SFX) than to the public 

stockholders. The merger was structured so that stockholders who voted for the 

merger also had to vote to amend the Charter to remove the non-discrimination 

provisions as a condition to the merger. G&E negotiated a settlement whereby 

$34.5 million more was paid to the public stockholders upon closing of the 

merger. This was more than half the damages alleged in the Complaint. Franklin 

Advisers, Inc., et al. v. Sillerman, et al., C.A. No. 17878 (Del. Ch.).

(10) Lone Star Steakhouse & Saloon

G&E filed a derivative lawsuit on behalf of CalPERS against Lone Star’s former 

CEO, Jamie Coulter, and six other Lone Star directors. The suit alleged that the 

defendants violated their fiduciary duties in connection with their approval of the 

company’s acquisition of CEI, one of Lone Star’s service providers, from Coulter, 

as well as their approvals of certain employment and compensation arrangements 

and option repricing programs. Before filing the suit, G&E had assisted in 

CalPERS in filing a demand for books and records pursuant to Section 220 of the 

Delaware General Corporation Law. The company’s response to that demand 

revealed the absence of any documentation that the board ever scrutinized 

transactions between Lone Star and CEI, that the board negotiated the purchase 

price for CEI, or that the board analyzed or discussed the repricing programs. In 

August 2005, the Court approved a settlement negotiated by G&E whereby Lone 

Star agreed to a repricing of options granted to certain of its officers and directors, 

payments from certain of the officers and directors related to option grants, and a 

$3 million payment from Lone Star’s director and officer insurance policy. Lone 

Star further acknowledged that the lawsuit was one of the significant factors 

considered in its adoption of certain corporate governance reforms. California 

Public Employees’ Retirement System v. Coulter, et al., C.A. No. 19191 (Del. 

Ch.).

(11) Siebel

The issue of excessive executive compensation has been of significant concern for 

investors, yet their concerns have remained largely unaddressed due to the wide 

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discretion afforded corporate boards in establishing management’s compensation. 

G&E effected a sea change in the compensation policies of Siebel Systems, a 

leading Silicon Valley-based software developer long considered to be an 

egregious example of executive compensation run amok, and caused Thomas 

Siebel, the company’s founder and CEO, to cancel 26 million options with a 

potential value of $54 million. Since the company’s founding in 1996, Siebel 

Systems had paid Mr. Siebel nearly $1 billion in compensation, largely in the 

form of lavish stock options that violated the shareholder-approved stock option 

plan. In addition, the company had paid its directors millions of dollars for their 

service on the board, also in the form of stock options, at levels exponentially 

higher than that paid to directors on the boards of similar companies. G&E, on 

behalf of Teachers’ Retirement System of Louisiana, commenced a derivative 

action challenging the company’s compensation practices in September of 2002 

even though a prior, similar lawsuit had been dismissed. Following a hard-fought 

and acrimonious litigation, G&E successfully negotiated a settlement that, in 

addition to the options cancellation, included numerous corporate governance 

reforms. The company agreed to, inter alia, restructure its compensation 

committee, disclose more information regarding its compensation policies and 

decisions, cause its outside auditor to audit its option plans as part of the 

company’s annual audit, and limit the compensation that can be paid to directors. 

The Siebel Systems settlement generated considerable favorable press in the 

industry, as investors and compensation experts anticipated that the reforms 

adopted by Siebel Systems could affect how other companies deal with 

compensation issues. Teachers’ Retirement System of Louisiana v. Thomas M. 

Siebel, et al., C. A. No. 425796 (Cal. Super.).

(12) HealthSouth Corporation

G&E filed a derivative and class action lawsuit on behalf of Teachers’ Retirement 

System of Louisiana against HealthSouth Corporation, its auditors, certain 

individual defendants, and certain third parties seeking, inter alia, an order forcing 

the HealthSouth board of directors to hold an annual shareholder meeting for the 

purpose of electing directors, as no such meeting had been held for over thirteen 

months. Following a trial, G&E negotiated a settlement of part of its claims, 

pursuant to which five of the defendant directors who were alleged to have 

engaged in improper self-dealing with the company agreed to resign and be 

replaced by directors selected by a committee comprised in part by institutional 

investors of HealthSouth. Teachers’ Retirement System of Louisiana v. Scrushy,

Del. Ch., C.A. No. 20529 (March 2, 2004).

(13) NYSE/Archipelago

G&E served as co-lead counsel in a class action in New York state court, brought 

on behalf of a class of seat holders of the New York Stock Exchange (“NYSE”) 

challenging the proposed merger between the NYSE and Archipelago Holdings, 

LLC. The complaint alleged that the terms of the proposed merger were unfair to 

the NYSE seat holders, and that by approving the proposed merger, the NYSE 

board of directors had violated their fiduciary duties of care, loyalty and candor, 

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because the transaction was the result of a process that was tainted by conflicts of 

interest and the directors failed adequately to inform themselves of the relevant 

facts. The court denied the defendants’ motion to dismiss, and after expedited 

discovery, including over 30 depositions in a five week period, a preliminary 

injunction evidentiary hearing was held, in which plaintiffs sought to postpone the 

vote on the merger until a new, current fairness opinion was obtained from an 

independent financial advisor. On the second day of the hearing, the defendants 

agreed to the relief being sought, namely that they would obtain a new, current 

fairness opinion from an independent financial advisor. In re New York Stock 

Exchange/Archipelago Merger Litig., No. 601646/05 (Sup. Ct. N.Y. Co.)

(14) Caremark / CVS

G&E represented institutional shareholders in this derivative litigation 

challenging the conduct of the board of directors of Caremark Rx Inc. in 

connection with the negotiation and execution of a merger agreement with CVS, 

Inc., as well as that board’s decision to reject a competing proposal from a 

different suitor. Ultimately, through the litigation, G&E was able to force 

Caremark’s board not only to provide substantial additional disclosures to the 

public shareholders, but also to renegotiate the terms of the merger agreement 

with CVS to provide Caremark shareholders with an additional $3.19 billion in 

cash consideration and to ensure Caremark’s shareholders had statutory appraisal 

rights in the deal. Louisiana Municipal Police Employees’ Retirement System, et 

al. v. Crawford, et al., C.A. No. 2635-N (Del. Ch.).

(15) UnitedHealth Group

G&E represented the Ohio Public Employees Retirement System, State Teachers 

Retirement System of Ohio, and Connecticut Retirement Plans and Trust Funds as 

lead plaintiffs in a derivative and class action suit in which G&E successfully 

challenged $1.2 billion in back-dated options granted to William McGuire, thenCEO of health care provider UnitedHealth Group. This was among the first – and 

most egregious – examples of options backdating. G&E’s case produced a 

settlement of $922 million, the largest settlement in the history of derivative 

litigation in any jurisdiction. In re UnitedHealth Group Inc. Shareholder 

Derivative Litig., C.A. No. 06-cv-1216 (D. Minn.)

(16) AIG 

In the largest settlement of derivative shareholder litigation in the history of the 

Delaware Chancery Court, G&E reached a $115 million settlement in a suit 

against former executives of AIG for breach of fiduciary duty. The case 

challenged hundreds of millions of dollars in commissions paid by AIG to C.V. 

Starr & Co., a privately held affiliate controlled by former AIG Chairman 

Maurice “Hank” Greenberg and other AIG directors. The suit alleged that AIG 

could have done the work for which it paid Starr, and that the commissions were 

simply a mechanism for Greenberg and other Starr directors to line their pockets.

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Teachers’ Retirement System of Louisiana v. Greenberg, et al., C. A. No. 20106-

VCS (Del. Ch.).

(17) Del Monte Foods 

G&E served as lead counsel in shareholder litigation in which the Firm obtained 

an $89.4 million settlement against Del Monte Foods Co. and Barclays Capital. 

On February 14, 2011, the Delaware Chancery Court issued a ground-breaking 

order enjoining not only the shareholder vote on the merger, but the merger 

agreement’s termination fee and other mechanisms designed to deter competing 

bids. As a result of plaintiff’s efforts, the Board was forced to conduct a further 

shopping process for the company. Moreover, the opinion issued in connection 

with the injunction has resulted in a complete change on Wall Street regarding 

investment banker conflicts of interests and company retention of investment 

bankers in such circumstances. In re Del Monte Shareholder Litigation, C.A. No. 

6027-VCL (Del. Ch).

(18) Genentech 

When Swiss healthcare company Roche offered to buy out biotech leader 

Genentech Inc. for $43.7 billion, or $89 per share, G&E filed a derivative claim 

on behalf of institutional investors opposed to the buyout. With the pressure of 

the pending litigation, G&E was able to reach a settlement that provided for 

Roche to pay $95 per share, representing an increase of approximately $3 billion 

for minority shareholders. In re Genentech, Inc. Shareholders Litig., C.A. No. 

3911-VCS (Del. Ch.). 

(19) Willamette

In January 2002, at the request of Wyser-Pratte Management Co., Inc. and 

Franklin Mutual Advisors, G&E filed a shareholder derivative action in Oregon 

state court claiming that the board of Willamette Industries, Inc. breached its 

fiduciary duties by attempting to cause Willamette to acquire the asbestos-ridden 

building products division of Georgia-Pacific Company as part of a scorchedearth effort to defeat a hostile takeover of Willamette by its chief competitor, 

Weyerhaeuser Company. G&E obtained an expedited hearing on its motion for a 

preliminary injunction and obtained an agreement from Willamette at the hearing 

not to consummate any deal with Georgia-Pacific without providing prior notice 

to G&E. Almost immediately thereafter, and after years of fighting against 

Weyerhaeuser’s take-over attempts, the Willamette board relented and agreed to 

sell the company to Weyerhaeuser. Wyser-Pratte Management Co., Inc. & 

Franklin Mutual Advisors v. Swindells, et al., No. 0201-0085 (Ore. Cir. Ct.).

(20) Medco Research

In January 2000, G&E filed a shareholder derivative action on behalf of State of 

Wisconsin Investment Board against the directors of Medco Research, Inc. in 

Delaware Chancery Court. The suit alleged breach of fiduciary duty in 

connection with the directors’ approval of a proposed merger between Medco and 

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King Pharmaceuticals, Inc. G&E was successful in obtaining a preliminary 

injunction requiring Medco to make supplemental and corrective disclosures. 

Because of G&E’s efforts, the consideration to Medco’s stockholders increased 

by $4.08 per share, or $48,061,755 on a class-wide basis. State of Wisconsin 

Investment Board v. Bartlett, et al., C.A. No. 17727, 2000 WL 193115 (Del. Ch. 

Feb. 9, 2000).

(21) Occidental Petroleum

G&E represented Teachers’ Retirement System of Louisiana and served as cocounsel in a shareholders’ derivative suit against the directors of Occidental 

Petroleum Corporation, challenging as corporate waste the company’s excessive 

compensation arrangements with its top executives. Filed in California state 

court, the case settled when the company agreed to adopt CalPERS’s model 

principles of corporate governance and undertook to reconstitute its key 

committees so as to meet the tests of independence under those principles. 

Teachers’ Retirement System of Louisiana v. Irani et al., No. BC1850009 (Cal. 

Super.). 

(22) Staples, Inc.

On behalf of Teachers’ Retirement System of Louisiana, G&E challenged Staples, 

Inc.’s proposed “recapitalization” plan to unwind a tracking stock, Staples.com, 

which it created in 1998. G&E obtained a preliminary injunction against the deal 

and the deal terms were ultimately altered resulting in a $15-$20 million gain for 

shareholders. Additional disclosures were also required so that shareholders 

voted on the challenged transaction based on a new proxy statement with 

substantial additional disclosures. In re Staples, Inc. Shareholders Litigation, 

C.A. No. 18784, 2001 WL 640377 (Del. Ch. June 5, 2001).

(23) SFX/Clear Channel Merger

G&E filed a class action on behalf of Franklin Advisers, Inc. and other 

stockholders of SFX, challenging the merger between SFX and Clear Channel. 

While the SFX charter required that in any acquisition of SFX all classes of 

common stockholders be treated equally, the merger, as planned, provided for 

approximately $68 million more in consideration to the two Class B stockholders 

(who happened to be the senior executives of SFX) than to the public 

stockholders. The merger was structured so that stockholders who voted for the 

merger also had to vote to amend the Charter to remove the non-discrimination 

provisions as a condition to the merger. G&E negotiated a settlement whereby 

$34.5 million more was paid to the public stockholders upon closing of the 

merger. This was more than half the damages alleged in the Complaint. Franklin 

Advisers, Inc., et al. v. Sillerman, et al., C.A. No. 17878 (Del. Ch.).

(24) Lone Star Steakhouse & Saloon

G&E filed a derivative lawsuit on behalf of CalPERS against Lone Star’s former 

CEO, Jamie Coulter, and six other Lone Star directors. The suit alleged that the 

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defendants violated their fiduciary duties in connection with their approval of the 

company’s acquisition of CEI, one of Lone Star’s service providers, from Coulter, 

as well as their approvals of certain employment and compensation arrangements 

and option repricing programs. Before filing the suit, G&E had assisted in 

CalPERS in filing a demand for books and records pursuant to Section 220 of the 

Delaware General Corporation Law. The company’s response to that demand 

revealed the absence of any documentation that the board ever scrutinized 

transactions between Lone Star and CEI, that the board negotiated the purchase 

price for CEI, or that the board analyzed or discussed the repricing programs. In 

August 2005, the Court approved a settlement negotiated by G&E whereby Lone 

Star agreed to a repricing of options granted to certain of its officers and directors, 

payments from certain of the officers and directors related to option grants, and a 

$3 million payment from Lone Star’s director and officer insurance policy. Lone 

Star further acknowledged that the lawsuit was one of the significant factors 

considered in its adoption of certain corporate governance reforms. California 

Public Employees’ Retirement System v. Coulter, et al., C.A. No. 19191 (Del. 

Ch.).

(25) Siebel

The issue of excessive executive compensation has been of significant concern for 

investors, yet their concerns have remained largely unaddressed due to the wide 

discretion afforded corporate boards in establishing management’s compensation. 

G&E effected a sea change in the compensation policies of Siebel Systems, a 

leading Silicon Valley-based software developer long considered to be an 

egregious example of executive compensation run amok, and caused Thomas 

Siebel, the company’s founder and CEO, to cancel 26 million options with a 

potential value of $54 million. Since the company’s founding in 1996, Siebel 

Systems had paid Mr. Siebel nearly $1 billion in compensation, largely in the 

form of lavish stock options that violated the shareholder-approved stock option 

plan. In addition, the company had paid its directors millions of dollars for their 

service on the board, also in the form of stock options, at levels exponentially 

higher than that paid to directors on the boards of similar companies. G&E, on 

behalf of Teachers’ Retirement System of Louisiana, commenced a derivative 

action challenging the company’s compensation practices in September of 2002 

even though a prior, similar lawsuit had been dismissed. Following a hard-fought 

and acrimonious litigation, G&E successfully negotiated a settlement that, in 

addition to the options cancellation, included numerous corporate governance 

reforms. The company agreed to, inter alia, restructure its compensation 

committee, disclose more information regarding its compensation policies and 

decisions, cause its outside auditor to audit its option plans as part of the 

company’s annual audit, and limit the compensation that can be paid to directors. 

The Siebel Systems settlement generated considerable favorable press in the 

industry, as investors and compensation experts anticipated that the reforms 

adopted by Siebel Systems could affect how other companies deal with 

compensation issues. Teachers’ Retirement System of Louisiana v. Thomas M. 

Siebel, et al., C. A. No. 425796 (Cal. Super.).

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(26) HealthSouth Corporation

G&E filed a derivative and class action lawsuit on behalf of Teachers’ Retirement 

System of Louisiana against HealthSouth Corporation, its auditors, certain 

individual defendants, and certain third parties seeking, inter alia, an order forcing 

the HealthSouth board of directors to hold an annual shareholder meeting for the 

purpose of electing directors, as no such meeting had been held for over thirteen 

months. Following a trial, G&E negotiated a settlement of part of its claims, 

pursuant to which five of the defendant directors who were alleged to have 

engaged in improper self-dealing with the company agreed to resign and be 

replaced by directors selected by a committee comprised in part by institutional 

investors of HealthSouth. Teachers’ Retirement System of Louisiana v. Scrushy,

Del. Ch., C.A. No. 20529 (March 2, 2004).

(27) NYSE/Archipelago

G&E served as co-lead counsel in a class action in New York state court, brought 

on behalf of a class of seat holders of the New York Stock Exchange (“NYSE”) 

challenging the proposed merger between the NYSE and Archipelago Holdings, 

LLC. The complaint alleged that the terms of the proposed merger were unfair to 

the NYSE seat holders, and that by approving the proposed merger, the NYSE 

board of directors had violated their fiduciary duties of care, loyalty and candor, 

because the transaction was the result of a process that was tainted by conflicts of 

interest and the directors failed adequately to inform themselves of the relevant 

facts. The court denied the defendants’ motion to dismiss, and after expedited 

discovery, including over 30 depositions in a five week period, a preliminary 

injunction evidentiary hearing was held, in which plaintiffs sought to postpone the 

vote on the merger until a new, current fairness opinion was obtained from an 

independent financial advisor. On the second day of the hearing, the defendants 

agreed to the relief being sought, namely that they would obtain a new, current 

fairness opinion from an independent financial advisor. In re New York Stock 

Exchange/Archipelago Merger Litig., No. 601646/05 (Sup. Ct. N.Y. Co.)

(28) Caremark / CVS

G&E represented institutional shareholders in this derivative litigation 

challenging the conduct of the board of directors of Caremark Rx Inc. in 

connection with the negotiation and execution of a merger agreement with CVS, 

Inc., as well as that board’s decision to reject a competing proposal from a 

different suitor. Ultimately, through the litigation, G&E was able to force 

Caremark’s board not only to provide substantial additional disclosures to the 

public shareholders, but also to renegotiate the terms of the merger agreement 

with CVS to provide Caremark shareholders with an additional $3.19 billion in 

cash consideration and to ensure Caremark’s shareholders had statutory appraisal 

rights in the deal. Louisiana Municipal Police Employees’ Retirement System, et 

al. v. Crawford, et al., C.A. No. 2635-N (Del. Ch.).

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(C) In Securities Class Action Opt-Out Litigation

(1) AOL Time Warner, Inc.

G&E filed an opt-out action against AOL Time Warner, its officers and directors, 

auditors, investment bankers and business partners. The case challenged certain 

transactions entered by the company to improperly boost AOL Time Warner’s 

financials. G&E was able to recover for its clients more than 6 times the amount 

that they would have received in the class case.

(2) BankAmerica Corp. 

G&E filed an individual action seeking to recover damages caused by the 

defendants’ failure to disclose material information in connection with the 

September 30, 1998 merger of NationsBank Corporation and BankAmerica 

Corporation. G&E was preparing the case for trial when it achieved a settlement 

whereby the firm’s client received more than 5 times what it would have received 

in the related class action. Those proceeds were also received approximately one 

year earlier than the proceeds from the class action settlement. 

(3) Bristol-Myers Squibb

G&E filed an opt-out action against Bristol-Myers Squibb, certain of its officers 

and directors, its auditor, and Imclone, Inc., alleging that Bristol-Myers had 

falsified billions of dollars of revenue as part of a scheme of earnings 

management. While the federal class action was dismissed and eventually settled 

for only 3 cents on the dollar, G&E’s action resulted in a total settlement 

representing approximately 10 times what the firm’s clients likely would have 

received from the class action.

(4) Qwest Communications

G&E filed an individual action against Qwest, its accountant (Arthur Anderson 

LLP), Solomon Smith Barney, and current and former officers and directors of 

those companies. The case alleged that Qwest used “swap deals” to book fake 

revenue and defraud investors. G&E was able to recover for its clients more than 

10 times what they would have recovered had they remained members of the 

class.

(5) WorldCom

G&E filed an opt-out action against former senior officers and directors of 

WorldCom, including former CEO Bernard Ebbers, and Arthur Andersen LLP 

(WorldCom’s former auditor), among others. The case stemmed from the widelypublicized WorldCom securities fraud scandal that involved false and misleading 

statements made by the defendants concerning WorldCom’s financials, prospects 

and business operations. G&E recovered for its clients more than 6 times what 

they would have received from the class action.

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