Securities Litigation

Employing a core complement of highly specialized securities litigators and supplementing with other commercial litigators as necessary, Smith, Gambrell & Russell has achieved impressive results in securities and derivative cases in Georgia, Tennessee, Alabama and Florida. The firm recently was granted the first known interlocutory appeal granted by the United States Court of Appeals for the Eleventh Circuit on the subject of class certification. Smith, Gambrell & Russell has good relations with the plaintiff bar, the major D&O carriers, and the leading accounting and damage experts in the field. Those relationships and our experience allow us to solve problems for our clients, which is what they need.

In addition to representing mid-market corporations, we also have extensive and intensive experience in representing financial officers, both current and former on either a behind-the-scenes or appearance basis. This cadre of clients has given as a strong background in and an appreciation for accounting issues, which are prominent in recent securities cases.

Since the passage of the PSLRA, Smith, Gambrell & Russell, LLP has an impressive record in securities class actions. In one case, the court dismissed a Rule 10b-5 case involving forward-looking statements for a software client. The case was not appealed.

In a case involving Section 11 and 12, allegations over an IPO by a home nursing firm, the court issued a dismissal order which is oft-cited for the proposition that fraud allegations under the Securities Act of 1933 are required to be pled with particularity.

In an action seeking class certification of claims against a clearing broker alleging Rule 10b-5 violations arising out of ancillary charges to its customers, the class certification was defeated and the case was dropped.

In another case alleging a Rule 10b-5 class action against 17 defendants involving a company involved in school internet wiring, a dismissal was obtained with no appeal. In addition, SGR successfully defended a CFO in a Rule 10b-5 case in Tennessee and convinced the plaintiffs’ counsel to voluntarily dismiss SGR’s client.

In a case involving a second annual financial restatement by a billion dollar market cap company, the court dismissed the complaint with prejudice and no appeal was taken. In a related case involving the same company, all fraud charges against a director were dismissed.

In another Rule 10b-5 case in Tennessee where SGR represented a CFO and took over as lead counsel when the corporate defendant went bankrupt, the matter, which involved very serious allegations, was settled on very favorable terms for much less than policy limits.

In addition, SGR successfully defended five defendants in a massive Rule 10b-5 case in Alabama, and recently achieved dismissal of a class action in the Southern District of Florida.

In another dangerous case involving a massive restatement, SGR was, after four years of litigation, able to achieve a settlement for 3% of alleged damages and 30% of the applicable insurance.

In addition to class action work, SGR was successful in defeating a hostile tender by a national bank seeking to take over a state bank, although at the time SGR filed a lawsuit on behalf of its client, the target, the tendering bank had achieved majority tender. The court ordered rescission of all tenders, and a renewed tender offer was unsuccessful.

In a recent case challenging the fairness of a merger and in which the plaintiff sought rescission of the transaction, the court dismissed the action against the corporate defendant and dismissed the plaintiff’s claim for rescission of the merger transaction.