Shareholder Derivative Actions
in Class and Derivative Actions
We represent target companies, bidders, and officers
Leadership
and directors in connection with a full range of
shareholder derivative actions.
Representative Matters
Howard v. Stiritz, et al. (Mo. Cir. Ct.) Defending
Ralcorp and its directors in shareholder derivative
action claiming breach of fiduciary duty in connection
with Ralcorp's refusal to negotiate a proposed
acquisition by ConAgra Foods, Inc.
Douglas A. Thompson
(Leader)
Partner
Santa Monica, California
douglas.thompson@bryancave.com
In re K-V Pharm. Co. Derivative Action (S.D.N.Y.)
Acted as lead counsel for director-officer defendants
in derivative action asserting claims of breach of
fiduciary duty, unjust enrichment, and violation of federal securities laws by the
defendants in connection with alleged back-dating of stock options and the expensing of
such options in the Company’s financial statements and SEC filings between 1995 to
2003.
In re H&R Block ("Block”) Secs. Litig. (W.D. Mo.) Defended shareholder suits filed against
the company and several of its senior management for purported securities fraud in
relation to the company's restatement of financial earnings. Suits were consolidated into a
single class action; dismissed by the court and affirmed by the 8th Circuit on appeal.
In re DHB Indus., Inc. Class Action Litig. and In re DHB Indus., Inc. Derivative Action Litig.
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(E.D.N.Y.) Represented DHB Industries, Inc. in multiple securities fraud class actions and a
derivative action arising out of an alleged massive accounting fraud, which included claims
of breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate
assets and unjust enrichment.
In re James River Group, Inc. Consol. S’holders Litig. (Del. Ch. Ct.) Represented James
River Group, Inc. and its directors in a class action lawsuit alleging breach of fiduciary duty
arising out of the proposed sale of the company for $575 million to the D.E. Shaw Group, a
private equity firm.
In re Am. Italian Pasta Co. Secs. Litig. (W.D. Mo. and Mo. Cir. Ct.) Represented the CEO of
AIPC in seven separate lawsuits filed against the directors and officers of AIPC and Ernst
& Young, LLP for alleged violation of the Securities Exchange Act of 1934 and the
Sarbanes-Oxley Act.
In re Am. Italian Pasta Co. S’holder Litig. (Del. Ch. Ct. and Mo. Cir. Ct.) Represented Ralcorp
Holdings, Inc. in class actions seeking to block tender offer to acquire AIPC. Defeated
temporary restraining order motions in Jackson County; settlement of Delaware class
actions pending.
Unigraphics Solutions, Inc. S’holder Litig. (C.D. Cal. and Del. Ch. Ct.) Defended Unigraphics
and its CEO in class and derivative actions filed after announcement of Unigraphics offer
to buy remaining shares of public company.
SRZ, Inc. v. Sullivan and Applied Digital Solutions, Inc. (Mo. Cir. Ct.) Defended corporation
in a shareholder derivative action arising out of press releases regarding revenues.
Levy v. Southbrook Int’l Invs., Ltd. (S.D.N.Y.) Defended derivative action favorably
resolving application of Section 16(b) of the Securities Exchange Act of 1934 to
convertible preferred stock with caps on right to convert.
In re Barnes & Noble S’holder Derivative Litig. (Del. Ch. Ct.) Representing three Barnes &
Noble, Inc. officers and directors in a lawsuit challenging the company’s decision to acquire
a privately-held company owned by Chairman.
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Advantage Partners v. Borland (Ky. Cir. Ct.) Represented metal manufacturing company
defendant in derivative suit alleging breach of fiduciary duty by defendant and its directors
relative to consideration to be paid to plaintiff shareholders in association with defendant's
proposed merger.
Schutt Irrevocable Family Trust vs. NAC Int’l, (Ga. Super. Ct.) Represented company in suit
seeking to enjoin a merger transaction and alleging numerous breaches of fiduciary duty by
directors and officers that the named plaintiffs thought the company should pursue
derivatively. Defeated the motion to enjoin the transaction and secured dismissal of entire
derivative suit; upheld by Georgia Court of Appeals.
McDonnell Douglas Corp. S’holder Derivative Litig. (E.D. Mo.) Represented company and
directors in shareholder derivative action arising out of various government defense
contracts; dismissed by plaintiffs following special litigation committee report.
McDonnell Douglas Corp. S’holder Litig. Represented company in shareholder class action
arising out contracts surrounding C-17 transport aircraft; dismissed by plaintiffs.
In re NetRatings, Inc. Consol. S’holder Litig. (Del. Ch. Ct.) Represented public company and
board members in connection with class action and derivative lawsuits involving breach of
fiduciary duty claims in connection with sale of the company.
Seidl & Gomes v. Am. Century Cos. (W.D. Mo.) Representing American Century Companies
and their officers and directors in two derivative actions which challenge investments
made by the mutual funds.
Murphy, Randolph, Price & Ross-Williams v. Sprint Nextel Corp. (D. Kan. and Dist. Ct. of
Johnson Cnty., Kan.) Representing the independent directors of Sprint Nextel in
connection with multiple derivative actions challenging Sprint’s various business
decisions.
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