Corporate Governance Cases
BP - Derivative Litigation
In re BP P.L.C. Derivative Litigation, No. 3AN-06-11929CI (Superior Court for the State of Alaska, Third Judicial District at Anchorage)
We have been retained by Coughlin Stoia Geller Rudman & Robbins, LLP, as co-counsel to assist in a stockholder derivative action against officers and directors of British Petroleum (BP). The case alleges that the misconduct of the defendants has resulted in major operating problems at the Prudhoe Bay oil field, causing a large crude oil leak; unacceptably high numbers of accidents and injuries at BP's Texas City, Texas refinery, culminating in a 2005 explosion that resulted in 15 deaths; and widespread illegal price manipulation and fixing in the propane market that has become the subject of an investigation by the federal government. The suit seeks damages from the defendants and corporate governance changes at BP.
For additional information, please contact Pamela Gilbert.
NASD-NYSE Merger - Proxy Solicitations
Standard Investment Chartered, Inc. v. National Associate of Securities Dealers, No. 07 Civ. 2014 (SWK) (U.S. District Court for the Southern District of New York)
We are currently representing a member of the National Association of Securities Dealers (NASD) in a class action suit challenging, under various state corporate and common law theories, certain aspects of the proposed consolidation of the NASD's and New York Stock Exchange's regulatory functions. The complaint alleges, among its allegations, that the defendants obtained the NASD members' vote in support of the consolidation through an unlawful proxy statement. At issue in the suit is, among other things, the treatment of approximately $1.5 billion of NASD members' equity. In May of this year, the district court dismissed the case on the ground that, before proceeding in court (at least on its injunction claims), the plaintiff must exhaust administrative remedies by presenting its claims to the Securities and Exchange Commission (SEC) and then appealing any adverse SEC decision to the U.S. Court of Appeals. We have filed an appeal of the district court's ruling with the U.S. Court of Appeals for the Second Circuit.
Without waiver of its well-founded position that SEC exhaustion is not required, the plaintiff presented its key state law claim to the SEC in connection with that agency's consideration of a proposed rule change authorizing key aspects of the consolidation. The SEC rejected the plaintiff's claims, and, soon thereafter, the NASD and NYSE consolidated their regulatory functions. We have appealed the SEC's order to U.S. Court of Appeals for the Ninth Circuit.
For additional information, please contact Jonathan W. Cuneo.