Kahn Swick & Foti

Kahn Swick & Foti represents investors in securities fraud class actions, as well as shareholders and consumers harmed by corporate wrongdoing.

Shareholder Mergers and Acquisitions Class Action Litigation

Home»Practice Areas»Shareholder Mergers and Acquisitions Class Action Litigation

Kahn Swick & Foti represents institutional and individual clients in lawsuits regarding Mergers & Acquisitions and “Going Private” transactions. In such cases, shareholders are deprived of fair value when shares are bought by companies for below market valuations, or are provided insufficient disclosures concerning terms of the transaction. Our lawyers can help investors pursue appraisal rights and demand fair value.

CURRENT CASES

  • Helen Moore v. Macquarie Infrastructure and Real Assets, et al. (Cleco Corporation Merger), Case No. 251,417, c/q 251,456 and 251,515, Div. “C”
    Ninth Judicial District Court for the Parish of Rapides
    Louisiana Interim Co- Lead Counsel
  • In re USG Corporation Stockholder Litigation (USG Corporation Merger), Consol. C.A. No. 2018-0602-SG
    Delaware Court of Chancery
    Counsel for Plaintiff
  • Lisa Guzman v. Robert L. Johnson, et al. (RLJ Entertainment Merger), Case No. A-18-783643-B
    Clark County, Nevada District Court, Dept. 11
    Counsel for Plaintiff
  • Nadav Poms v. Dominion Diamond Corporation, et al., Index No. 655733/2017
    Supreme Court of the State of New York, County of New York
    Counsel for Plaintiff

RECENT VICTORIES

Helen Moore, et al v. Macquarie Infrastructure and Real Assets, et al. No. 251,417. On September 9, 2019, Hon. Patricia Koch, District Judge for the Ninth Judicial District Court for the Parish of Rapides, State of Louisiana, appointed KSF as co-lead counsel for the class. The class representatives allege that Defendants, the former Board of Directors of Cleco Corporation, breached their fiduciary duties in connection with the sale of Cleco to an investment consortium by, inter alia, failing to maximize the consideration that Cleco shareholders would receive in the transaction, and by making misleading statements and failing to disclose material information regarding a conflicted sales process in the definitive proxy statement filed with the Securities and Exchange Commission thereby resulting in a shareholder vote on the transaction that was not fully informed.

SETTLED CASES

In re Saba Software, Inc. Stockholder Litigation, Consol. Case No. 10697-VCN (Delaware Court of Chancery 2015). Member of Executive Committee. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of software company. Settlement consisted of $19.5 million common fund.

In re American Capital, Ltd. Shareholder Litigation, Case No. 422598-V (Circuit Court for Montgomery County, Maryland 2016). Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders against both the target board and senior management and an activist investor fund (as a controller) relating to a proposed merger of a publicly traded private equity company. Settlement consisted of $17.5 million common fund from the target’s board and the activist investor.

Kenneth Riche, et al v. James C. Pappas, et al¸ C.A. No. 2018-0177 (Del. Ch). Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders against the target board and activist investors relating to a proposed merger of a publicly traded geothermal company. Settlement consisted of $6.5 million common fund, which represented a significant 7.7% premium to the $84 million adjusted enterprise value of the merger to the non-defendants shareholders/class members.

Rice v. Genworth Financial Incorporated, et al., Consol. Case No. 3:17-cv-00059-REP (Eastern District of Virginia 2017). Co-Lead Counsel. Class action for violation of Section 14(a) relating to a proposed merger of insurance company. Settlement consisted of additional material disclosures to proxy statements.

Wojno v. FirstMerit Corp., et al., Case No. 5:16-cv-00461 (Northern District of Ohio 2016). Co-Lead Counsel. Class action for violation of Section 14(a) relating to a proposed merger of bank holding company. Settlement consisted of additional material disclosures to proxy statements.

In re Adams Golf Shareholder Litigation, C.A. No. 7354-VCL (Del. Ch. 2012). Chair of Plaintiffs’ Executive Committee. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of sporting goods companies. Settlement consisted of additional material disclosures to proxy statements.

In re BTU International, Inc. Stockholders Litigation, Consol. C.A. No. 10310-CB (Delaware Court of Chancery 2014).  Co-Lead Counsel.  Class action for breach of fiduciary duties to shareholders relating to a proposed merger of electronics and solar goods companies. Settlement consisted of additional material disclosures to proxy statements.  First known settlement to pass the exacting Trulia standards articulated by the Court of Chancery.

In re EnergySolutions, Inc. Shareholder Litigation, C.A. 8203-VCG (Del. Ch. 2014).  Plaintiff’s Co-Lead Counsel.  Class action for breach of fiduciary duties to shareholders relating to a proposed merger of nuclear energy related companies worth $1.1 billion ($375 million in proposed shareholder consideration). Settlement consisted of $0.40 price bump which increased the consideration to shareholders by more than 10% or approximately $38 million. Settlement also included over 20 pages of additional disclosures to proxy statement relating to process and pricing claims.

Hill v. Cohen, et al. (Summit Financial Services Group, Inc.), 2013 CA 017640 (15th Jud. Cir. Ct., Fla.). Co-lead counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of a financial services company. Contingent and delayed aspects of the proposed merger consideration, worth several million dollars, were accelerated and paid to shareholders ahead of schedule and settlement involved several pages of additional disclosures were made to the proxy statement.

In re InSite Vision Inc. Consolidated Shareholder Litigation, Lead Case No. RG-15774540 (c/w Case No. RG-15777471).  Counsel for Plaintiffs. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of medical companies. Litigation was followed by a public bidding war that resulted in a $30 million increase in merger compensation.

In re Medtox Scientific, Inc. Shareholders Litigation, Court File No. 62-CV-12-5118 (Minn. Dist. Ct. 2013). Plaintiffs’ Lead Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of medical technology companies. Settlement consisted of additional material disclosures to proxy statement.

Heron v. International Rectifier Corporation, et al., Case No. BC556078 (Superior Court of the State of California, County of Los Angeles). Co-Lead Counsel.   Class action for breach of fiduciary duties to shareholders relating to a proposed merger of electronics companies. Settlement consisted of additional material disclosures to proxy statements.

Sachs Investment Group v Sun Healthcare Group, Inc., et al. 30-2012-580354-CU-SL-CXC (Sup. Ct. of Cal., 2013). Plaintiffs’ Counsel.  Class action for breach of fiduciary duties to shareholders relating to a proposed merger of healthcare companies. Settlement consisted of additional material disclosures to proxy statement.

In re Susser Holdings Corp. Stockholders Litigation, C.A. 9613-VCG (Delaware Court of Chancery 2014). Co-Lead Counsel.  Class action for breach of fiduciary duties to shareholders relating to a proposed merger of convenience store and gas station companies. Settlement consisted of additional material disclosures to proxy statements regarding hidden value of individual distribution rights in limited partnership.

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Privacy Policy

This privacy notice applies to www.ksfcounsel.com and all other websites on the World Wide Web owned or operated by Kahn Swick & Foti. It explains how we collect, use, process and share personal data we collect about you when you visit this website, including in connection with potential or actual representation of you by Kahn Swick & Foti. This notice is in accordance with European Data Protection laws (including the General Data Protection Regulation, effective May 25, 2018, as well as other country-specific laws that may be applicable).

This website is not intended for children and we do not knowingly collect personal data related to children.

What Information Do We Collect About You?

Personal data includes any information about an individual that could be used to identify them.

Kahn Swick & Foti collects, uses, stores and transfers different kinds of personal information about you, such as:

  • "Contact Data" – includes your work address, email address and telephone numbers;
  • "Identity Data" – including your first name, last name and/or title;
  • "Marketing Data" – including your marketing and communications preferences;
  • "Profile Data" – including information collected when you visit our site, such as the site that referred you to our site, pages you visit, actions you take on the site, and information you provide through the site;
  • "Technical Data" – including information about your internet protocol (IP) address, browser type and version, time zone setting and location, browser plug-in types, operating system and platform, and other technology on the devices you are using; and
  • "Usage Data" – information about how you use our website.

How Do We Collect Information About You?

We collect information about you in the following ways:

  • Direct interactions – You provide us with your Contact Data, Identity Data and Profile Data directly when you visit our website, for example, when you register for an event, subscribe to receive publications, request marketing materials, submit a form, provide feedback, and send us an email message and/or attachments.
  • Automated means – We receive Technical Data automatically by using cookies, server logs and other similar technologies.
  • Third parties or publicly available sources – We receive Technical Data from analytics providers such as Google.

How Will We Use Information We Collect About You?

We will only use your personal data in ways permitted by law, which may or may not include consent, depending on the type of data obtained. Any information you submit to us may be used to communicate with you regarding the matter or case for which you provided the information, as well as to communicate with you regarding unrelated matters or cases.

We take appropriate security measures to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of data. These include internal reviews of our data collection, storage and processing practices, and security measures, including appropriate encryption and physical security measures to guard against unauthorized access to systems where we store personal data.

In circumstances where you provide us with personal information in connection with a matter in which we are representing you, we may share such information with contractors or agents we employ in the course of our investigations or casework with your consent. In doing so, we restrict access to personal data to firm employees, contractors, and agents who need to know that information to process it on our behalf. These individuals are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution, if they fail to meet these obligations. We may also share the personal information if we have a good faith belief that access, use, preservation, or disclosure of such information is reasonably necessary to satisfy any applicable law, regulation, legal process or enforceable governmental request.

Marketing

We aim to provide you with choices regarding the use of your data for marketing purposes. We will not use your personal data to send you marketing materials if you have requested not to receive them.

If you do not wish to receive marketing materials and/or would like to request that we stop processing your personal data for marketing purposes, you may submit a request to info@ksfcounsel.com.

Access to Your Information and Correction

EU residents may have certain rights under European data protection law governing the personal data that Kahn Swick & Foti processes, including:

  • the right to be informed;
  • the right of access;
  • the right to rectification;
  • the right to restrict processing;
  • the right to data portability;
  • the right to object; and
  • rights in relation to automated decision making and profiling.

To exercise these rights with respect to any data provided to Kahn Swick & Foti, please contact us. All requests will be dealt with in accordance with the law.

Your California Privacy Rights

California Civil Code §1798.83 permits our clients who are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

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Kahn Swick & Foti uses cookies on its website. The cookie contains a short, unique alphanumeric string that helps us recognize a specific user, which helps us improve the user's online experience and personalize the site. For example, certain confirmation pages may display the name users provide to us. By using our website, you agree that we can place these types of cookies on your device.

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Data Retention and Storage

All data collected through this website, including data submitted by you, will be stored in the United States. Please note that, should you wish to submit personal data protected under European data protection law (other than for purposes of responding to your inquiry), you should contact us prior to submitting such data to discuss options.

We will only retain your personal data for as long as necessary to satisfy the purpose for which it was collected. Examples include satisfying legal, regulatory, accounting, reporting requirements and/or executing legal work for which we were retained by you. The specific retention period applicable to the type of data obtained will depend upon a variety of factors, including the data type, purpose for which it was obtained, and the nature, volume and sensitivity of the personal data, among others. If you would like to know more about data retention, please contact us.

Changes to Our Privacy Policy

Kahn Swick & Foti reserves the right to change this policy at any time by posting a new privacy policy at this location.

How to Contact Us

If you have questions concerning this Privacy Notice, wish to obtain additional information, or exercise specific data subject rights pursuant to European law (including the General Data Protection Regulation, and other country-specific data protection laws that may apply), please contact us.