Our experience includes these matters:

  • We represented an exchange and its board of governors in a lawsuit that arose from a series of transactions in which six major financial institutions acquired ownership interests totaling 89 percent of the exchange. The federal court suit was brought as Rule 10b-5 and Section 29 securities claims on behalf of a purported class of shareholders. We obtained dismissal of the complaint in the federal action, and an appeal is pending. The Delaware Chancery breach of fiduciary duty litigation was settled on the eve of trial.

  • We defended a national drugstore chain against civil securities multidistrict litigation, SEC and Department of Justice criminal investigations, and ERISA litigation arising out of accounting irregularities that ultimately resulted in a $1.6 billion restatement of the company's financial results. Ballard Spahr persuaded the government to decline any criminal prosecution of the company itself and was able to negotiate settlements of the securities and ERISA class actions and the SEC investigation that were funded in significant part by insurance.

  • We defended a national financial services company and certain of its officers against a securities fraud class action arising from its off-balance-sheet accounting treatment of volatile and non-performing loans and venture capital assets it had sold to special purpose entities. The plaintiffs expert estimated that the class suffered more than one billion dollars in damages. Ballard Spahr negotiated a settlement pursuant to which our client contributed a fraction of the cost, all of which was covered by its directors' and officers' liability insurance.

  • We defended an investment company against a business affiliate who sought an emergency injunction barring the close of a friendly tender offer for 40 percent of the stock of a public company. It alleged securities fraud and that the proposed tender constituted an unlawful going-private transaction. The injunction motion was denied after a hearing.

  • We represented a pension fund in bringing a suit against a major mutual fund complex. The suit was based on the mutual fund’s market timing of the investments that it was making in the pension fund. The matter was tried before a blue-ribbon arbitration panel. We achieved an extraordinarily favorable, but confidential, result for the pension fund.

  • We represented several related financial services companies and several partners of a number of real estate limited partnerships in claims by partnerships and limited partners of self-dealing, fraud, and RICO violations in connection with $125 million sale of assets transactions approved by the partners. We obtained partial dismissal of the claims on a motion to dismiss and settled the remaining claims.

  • We defended the chairman and vice chairman of the board of a financial services company against allegations that they were tippees of insider information in violation of Rule 10b-5. After the close of discovery, we obtained summary judgment on behalf of each officer.

  • We defended a wireless communications company and two of its officers against a class action lawsuit alleging, among other things, securities fraud, failure to register securities, breach of fiduciary duty, and alter ego liability. After defeating a motion for preliminary injunction, we obtained a settlement that amounted to a complete victory by our clients.

Recent Regulatory Representations Involving the SEC

  • A public company retained Ballard Spahr to represent it in an investigation by the Philadelphia Regional Office of the SEC relating to possible insider trading related to the client's acquisition by a private equity group. No action was taken by the SEC.

  • A public company retained Ballard Spahr to assist in providing the Philadelphia Regional Office of the SEC with information relating to possible insider trading in the stock of the client.

  • Two investment advisers retained Ballard Spahr to respond to concerns raised by the Philadelphia Regional Office of the SEC during the course of routine compliance examinations. Both matters were resolved without further action.

  • A national securities exchange retained Ballard Spahr to handle an appeal to the SEC of the exchange's enactment of Rule 651 (concerning reimbursement of legal fees to the exchange for unsuccessful suits brought against it). Upon our motion, the commission dismissed the appeal for lack of jurisdiction.

  • A major operator of mutual funds retained Ballard Spahr to represent it in connection with requests for documents and interviews of employees by the SEC's Washington, D.C., and New York offices in connection with various investigations into the mutual fund industry.