Pomerantz is committed to ensuring that companies adhere to responsible business practices and practice good corporate citizenship. We strongly support policies and procedures designed to give shareowners the ability to oversee the activities of a corporation. We vigorously pursue corporate governance reform, particularly in the area of excess compensation, where it can address the growing disparity between the salaries of executives and the workers of major corporations. We have successfully utilized litigation to bring about corporate governance reform in numerous cases, and always consider whether such reforms are appropriate before any case is settled.
Pomerantz partners are frequent speakers at domestic and international conferences on the importance of securities fraud actions in such countries as the U.K., France, and Israel. According to Senior Counsel Marc Gross, “We need to have these kinds of legal remedies available in order to maintain corporate honesty and accountability.”
Pomerantz’s Corporate Governance Practice Group, led by Partner Gustavo F. Bruckner, enforces shareholder rights and prosecutes actions challenging corporate transactions that arise from an unfair process or result in an unfair price for shareholders. Most recently, the Group obtained a landmark ruling in Strougo v. Hollander, C.A. No. 9770-CB (Del. Ch. Ct.), that fee-shifting bylaws adopted after a challenged transaction do not apply to stockholders affected by the transaction. Pomerantz was also able to obtain a 25% price increase for members of the class cashed out in the going private transaction.
In Miller v. Bolduc, SUCV 2015-00807 (Superior Court of Massachusetts) Pomerantz caused Implant Sciences to hold its first stockholder annual meeting in 5 years and put an important compensation grant up for a stockholder vote.
In Smollar v. Potarazu, C.A. No. 10287-VCN (Del. Ch. Ct.), Pomerantz pursued a derivative action to bring about the appointment of two independent members to the board of directors, retention of an independent auditor, dissemination of financials to stockholders and the holding of first ever in-person annual meeting, among other corporate therapeutics.
In Hallandale Beach Police Officers and Firefighters' Personnel Retirement Fund vs. lululemon athletica, Inc., Civil Action No. 8522-VCP (Del. Ch. Ct.), in an issue of first impression in Delaware, the Chancery Court ordered the production of the chairman’s 10b5-1 stock trading plan. The court found that a stock trading plan established by the company's chairman, pursuant to which a broker, rather than the chairman himself, would liquidate a portion of the chairman's stock in the company, did not preclude potential liability for insider trading.
In Strougo v. North State Bancorp, 15 CVS 14696 (North Carolina Superior Court), Pomerantz caused the merger agreement to be amended to provide a “majority of the minority” provision for the holders of North State Bancorp’s common stock in connection with the stockholder vote on the merger. As a result of the action, common stockholders had the ability to stop the merger if they did not wish it to go forward.
In In Re American Capital, Ltd. Shareholder Litigation., C.A. No. 422598-V (2018), the Maryland Circuit Court, Montgomery County, approved a $17.5 million settlement that plaintiffs achieved as additional consideration on behalf of a class of shareholders of American Capital, Ltd. The settlement resolved Plaintiffs’ claims regarding a forced sale of American Capital.
In January 2017, the Group received approval of the Delaware Chancery Court for a $5.6 million settlement it achieved on behalf of a class of shareholders of Physicians Formula Holdings Inc. over an ignored merger offer in 2012. In re: Physicians Formula Holdings Inc., C.A. No. 7794-VCL (Del. Ch. Ct.).
In the settlement hearing argued by Mr. Bruckner in In re JDA Software Group, Inc., Stockholder Litigation, C.A. No. 8049-VCN, Vice Chancellor John W. Noble stated:
The most important factor is the benefit conferred upon the class. . . .
The standing and ability of counsel cannot be questioned. They are experienced and know how to handle these types of cases.
Pomerantz’s commitment to advancing sound corporate governance principles is further demonstrated by the more than 26 years that we have co-sponsored The Abraham L. Pomerantz Lecture Series with Brooklyn Law School. These lectures focus on critical and emerging issues concerning shareholder rights and corporate governance and bring together top academics and litigators.