for diversity, equity, and inclusion initiatives at Alphabet Inc.
Our Securities Litigation & Investor Protection practice partners with investors to recover assets lost to securities fraud and other unlawful behavior. Over several decades representing plaintiffs in shareholder lawsuits, we have developed innovative strategies to hold corporate defendants accountable and obtain favorable rulings for our clients, which include many of the country’s largest pension funds for public employees and union workers. Beyond litigation, we provide customized and comprehensive portfolio monitoring and case evaluation services to approximately 200 institutional investors.
Our practice group and its attorneys earn repeated recognition from publications including The National Law Journal, American Lawyer, and Law360 and are ranked among the nation’s best by arbiters such as Chambers USA, The Legal 500, and Lawdragon.
Results Against Sophisticated Opponents
Through the development of groundbreaking legal theories, efficient and effective case-management techniques, zealous advocacy, and skillful litigation, we have returned billions of dollars to defrauded shareholders.
We have achieved some of the largest securities class action settlements in history, such as the $500 million Bear Stearns Mortgage Pass-Through Certificates Litigation, one of nine cases we led that recouped more than $2.5 billion for investors in mortgage-backed securities. We also represent shareholders of publicly traded companies in derivative lawsuits that hold accountable corporate leaders who breach their fiduciary duties, harming the company and investors. Recently, we crafted settlements with Alphabet ($310 million), Wynn Resorts ($90 million), L Brands ($90 million), and other companies that combined large financial commitments with sweeping corporate governance reforms aimed at preserving long-term shareholder value.
We work with our colleagues in the firm’s Antitrust practice to represent institutional investors in class actions that use the antitrust laws to break big banks’ costly stranglehold on the multi-trillion-dollar markets for stock lending, interest-rate swaps, and other opaquely traded financial products. Our work doesn’t stop at the U.S. borders, either. Drawing on a deep expertise, we help investors determine their best approach to pursuing foreign securities cases. The counsel we selected for our clients in a case against Fortis N.V. in Belgium achieved the largest ever non-U.S. securities settlement, €1.3 billion ($1.5 billion).
Our work on behalf of investors has earned thanks from our pension fund clients, respect from opposing counsel, and praise from judges.
- California Superior Court Judge Brian C. Walsh said our “groundbreaking” $310 million settlement in the Alphabet Derivative Litigation codified a “best in class approach ... to address sexual harassment sexual misconduct, discrimination, retaliation, inequity and inclusion in the workplace.” He called the result “a credit to what ... your profession can do to solve a problem.”
- And in approving the $335 million RALI MBS settlement, U.S. District Judge Katherine P. Failla praised Cohen Milstein’s prescience and perseverance in pursuing the case: “I don’t want to demean this by saying that fortune favors the brave, but that is what happened here,” she said. “Plaintiffs’ counsel took on an enormous amount of risk and stuck with it for nearly seven years.”
- Our partners have been recognized as Law360 MVPs, Elite Women of the Plaintiffs’ Bar, Titans of the Plaintiffs Bar, The National Law Journal 50 Most Influential Trial Lawyers, Lawdragon 500 Hall of Famers, Benchmark Plaintiff Litigation Stars, and The American Lawyer Litigators of the Week.
- We have prevailed in major securities cases in the 2nd, 5th, 9th, 11th Circuit Courts of Appeals.
- Our partners are thought leaders for securities litigation and corporate governance issues, earning frequent invitations to address institutional investors and attorneys on these topics. Some teach and lecture at law schools.
- Our practice attracts talented attorneys from the federal and state governments, and from “Big Law” across the country.
We represent investors in many high-profile matters, including:
- Wells Fargo & Co. Securities Litigation (S.D.N.Y.): We are Co-Lead Counsel representing Co-Lead Plaintiffs Public Employees’ Retirement System of Mississippi and State of Rhode Island Office of the General Treasurer in this case, in which the court has denied in most respects Defendants’ motion to dismiss. Plaintiffs allege that, in the wake of a widespread consumer banking scandal from 2016 to 2018, the company and certain current and former executives misrepresented to investors that it had improved its governance and oversight structure in compliance with three federal regulatory consent orders to ensure that the consumer abuses that had plagued the bank would not recur.
- Bayer AG Securities Litigation (N.D. Cal.): We are sole Lead Counsel on behalf of Lead Plaintiffs Sheet Metal Workers National Pension Fund and International Brotherhood of Teamsters Local No. 710 Pension Fund in a securities class action alleging that Bayer and certain of its current and former executives misled investors about the extent of their due diligence regarding litigation risks associated with Bayer’s merger with Roundup producer Monsanto. The judge has denied in substantial part Defendants’ motions to dismiss, allowing the case to proceed to discovery.
- Boeing Derivative Shareholder Litigation (N.D. Ill.): We represent the Seafarers Pension Plan in a lawsuit alleging that certain officers and directors of The Boeing Company violated federal securities laws and breached their fiduciary duty by filing false and misleading proxy statements from 2017 through 2019. According to plaintiff’s complaint, Defendants failed to disclose or downplayed, among other thing, the company’s knowledge of a catastrophic design flaw in its fleet of 737 MAX aircraft. In January 2022, the U.S. Court of Appeals for the 7th Circuit reinstated the case, ruling that the District Court had erred in dismissing the lawsuit because of a forum selection clause in Boeing’s bylaws.
- IBEW Local 98 v. Deloitte & Touche, LLP (D. S.C.): We are sole Lead Counsel on behalf of International Brotherhood of Electrical Workers Local 98 Pension Fund in a consolidated securities class action in which plaintiffs allege that Deloitte breached its duties as external auditor for SCANA Corporation in connection with a massive fraud by the publicly traded utility. In 2020, the Court denied Defendants’ motion to dismiss, a significant victory for investors given the high bar for finding auditors liable under federal securities laws.
- Stock Loan Antitrust Litigation (S.D.N.Y): We represent Iowa PERS, Los Angeles County Employees Retirement Association, Orange County Employees Retirement System and Sonoma County Employees’ Retirement Association in this groundbreaking lawsuit, in which plaintiffs allege collusion among six of the world’s largest investment banks to prevent modernization of the securities lending market, a critical component of a strong economy that enables trading activities like short selling and hedging while also ensuring that financial systems operate efficiently. In February 2022, plaintiffs’ counsel filed a motion for preliminary approval of an $81 million settlement with defendant Credit Suisse.
- Interest Rate Swaps Antitrust Litigation (S.D.N.Y.): We are interim Co-Lead Counsel representing the Public School Teachers’ Pension and Retirement Fund of Chicago, the Los Angeles County Employees Retirement Association, and other institutional investors in a groundbreaking market manipulation class action alleging that a dozen Wall Street banks conspired to engineer and maintain a collusive and anti-competitive stranglehold over the interest rate swaps market – one of the world’s biggest financial markets – in violation of federal antitrust laws.
- EQT Corporation Securities Litigation (W.D. Pa.): We are Co-Lead Counsel on behalf of Northeast Carpenters Benefit Funds in a complaint alleging that EQT misrepresented the “substantial synergies” that were expected to arise from a planned merger with rival natural gas producer Rice Energy in violation of federal securities laws. The case is proceeding after the Court in 2020 upheld all nine claims brought by Co-Lead Plaintiffs.
- MoneyGram International, Inc. Securities Litigation (N.D. Ill.): We are Co-Lead Counsel in this putative securities class action, in which plaintiffs allege that, despite years of assurances that MoneyGram was building a successful anti-fraud compliance program, it failed to meet its obligations with a 2009 Federal Trade Commission order or a 2012 U.S. Department of Justice deferred prosecution agreement, in which it admitted to criminally aiding and abetting wire fraud and failing to maintain an effective anti-money laundering program.
Some of our recent settlements on behalf of investors include:
- In re Alphabet Shareholder Derivative Litigation (Sup. Crt. Cal., Santa Clara Cnty.): We were Co-Lead Counsel and represented Northern California Pipe Trades Pension Plan and Teamsters Local 272 Labor Management Pension Fund in this shareholder derivative action seeking to hold Alphabet’s leadership accountable for a “culture of concealment,” which involved covering up pervasive gender discrimination and sexual harassment and approving secretive, multi-million dollar payouts to high-level executives credibly accused of serious sexual misconduct against junior employees. In November 2020, the Court granted final approval of a historic settlement, which includes a $310 million funding commitment and sweeping reforms to eliminate practices that silence victims and implement new measures to improve workplace equity and board oversight.
- NovaStar Mortgage-Backed Securities Litigation (S.D.N.Y.): We were Lead Counsel in this certified MBS class action filed on behalf of unionized workers and other individual and institutional investors in connection with losses incurred from securities issued by NovaStar Mortgage Inc., a major subprime lender that specialized in authorizing risky residential mortgage loans. In March 2019, the Court granted final approval of a $165 million all-cash settlement, which was affirmed by the 2nd U.S. Circuit Court of Appeals in March 2022. With the NovaStar settlement, Cohen Milstein closed a chapter in which it successfully represented named plaintiffs in a dozen financial-crisis-era MBS class actions.
- FirstEnergy Shareholder Derivative Litigation: We represented shareholders of FirstEnergy Corp. in related derivative lawsuits, filed in two U.S. District Courts in Ohio. In both cases, plaintiffs seek to hold against certain current and former FirstEnergy officers and directors accountable for orchestrating one of Ohio’s largest public bribery schemes, which resulted in a deferred prosecution agreement with the U.S. Department of Justice in which the Company agreed to pay a fine of $230 million and admitted it had paid more than $60 million in illegal contributions to an elected official in return for his pursuit of favorable legislation. In February 2022, the parties agreed to settle the two actions for $180 million and corporate governance reforms, pending judicial approval.
- Wynn Resorts, Ltd. Derivative Litigation (Eighth Jud. Dist. Crt., Clark Cnty., Nev.): We represented New York State Common Retirement Fund and the New York City Pension Funds as Lead Counsel in a derivative shareholder lawsuit against certain officers and directors of Wynn Resorts, Ltd., arising out of their failure to hold Mr. Wynn, the former CEO and Chairman of the Board, accountable for his longstanding pattern of sexual abuse and harassment of company employees. In 2020, the Court granted final approval of a $90 million settlement in the form of cash payments and landmark corporate governance reforms, placing it among the largest, most comprehensive derivative settlements in history.
- Lewis Crosby et al. v. KPMG, LLP (E.D. Tenn.): As co-lead counsel in this case, we helped negotiate a $35 million agreement to settle investors’ claims that KPMG perpetuated a massive fraud by signing off on Miller Energy’s $480 million valuation of Alaskan oil reserve assets that were largely worthless. The alleged fraud, plaintiffs claim, caused to millions of dollars in investor damages and led to Miller Energy’s bankruptcy. The settlement has received preliminary approval.
- L Brands, Inc. Derivative Litigation: In partnership with the State of Oregon, the Oregon Public Employees Retirement Fund, and other shareholders, we helped resolve allegations that officers and directors of L Brands, Inc., previous owners of Victoria’s Secret, breached their fiduciary duties by maintaining ties with alleged sex offender and pedophile Jeffrey Epstein and fostering a culture of discrimination and misogyny at the company. Following a Delaware General Corporate Law Section 220 books and records demand and an extensive, proprietary investigation, L Brands and the now-standalone company, Victoria’s Secret, agreed to stop enforcing non-disclosure agreements that prohibit the discussion of a sexual harassment claim’s underlying facts; stop using forced arbitration agreements; implement sweeping reforms to their codes of conduct, policies and procedures related to sexual misconduct and retaliation; and to invest $45 million each, for a total of $90 million, in diversity, equity and inclusion initiatives and DEI Advisory Councils. Court approval is pending for this settlement.
- GreenSky Securities Litigation (S.D.N.Y.): As Co-Lead Counsel, we negotiated a $27.5 million settlement in a securities class action against fintech startup GreenSky, its directors and officers, as well as its underwriters, including Goldman Sachs, J.P. Morgan, Morgan Stanley, Citigroup Global Markets, Credit Suisse Securities. The case alleged that defendants made false and misleading statements in GreenSky's Initial Public Offering documents in violation of the Securities Act of 1933
- Pinterest Derivative Litigation (N.D. Cal.): As Court-appointed Interim Lead Counsel representing the Employees Retirement System of Rhode Island in this shareholder derivative lawsuit against certain officers and directors of Pinterest, we negotiated a settlement requiring Pinterest to commit $50 million to a holistic set of workplace and Board-level reforms designed to protect employees from discriminatory treatment and to promote diversity, equity, and inclusion (DEI) throughout its workplace and product. Among the key requirements of the settlement, which received preliminary approval on February 17, 2022, was release of former employees who want to discuss the facts of their mistreatment from non-disclosure agreements (NDAs). The lawsuit accused defendants of breaches of fiduciary duty and other violations of Section 14(a) of the Exchange Act, relating to their alleged personal engagement in and facilitation of a systematic practice of illegal discrimination of employees on the basis of race and sex.
Bayer Securities Litigation
On October 19, 2021, the Honorable Richard Seeborg of the United States District Court for the Northern District of California denied in...