Serving Investor Clients

The attorneys of Green & Noblin, P.C. are available to serve as outside securities litigation counsel for qualified institutional investors, including pension funds, endowment funds and mutual funds.

Investors lose billions of dollars each year due to questionable practices surrounding corporate mergers and acquisitions, or because information relevant to a company’s performance was manipulated to artificially inflate its share price to unsustainable levels. Conversely, whenever share prices drop — for whatever reason — lawsuits are likely to be filed on behalf of purported classes of investors. Drawing on the experience of our attorneys in securities regulation and corporate governance, we monitor suspicious activity on the part of companies in an institutional investor’s portfolio, and bring to the client’s attention any activity which we believe is actionable under the securities laws or state laws governing corporate behavior. And, if cases have been filed on behalf of shareholders, we investigate and advise the client as to whether it should participate and seek lead client plaintiff status, or whether it should simply monitor the case for any developments that affect its interests.

The attorneys of Green & Noblin, P.C. have substantial experience in prosecuting class actions brought under the Private Securities Litigation Reform Act of 1995 (“PSLRA”), derivative actions, and other complex litigation on behalf of clients. In the past year alone, our attorneys played a lead role in two highly favorable resolutions on behalf of institutional investors and high net-worth individuals:

In re Digex, Inc. Shareholders Litigation, No. 18336 (Del. Ch.), was a derivative and class action brought under Delaware state law, on behalf of Trust Company of the West and Kansas Public Employees Retirement System. Plaintiffs alleged breaches of fiduciary duty by corporate directors in connection with a proposed acquisition of Digex. In April 2001, the Delaware Court of Chancery approved a settlement providing $165 million in stock for Digex minority shareholders and additional benefits for Digex.

In re Prison Realty Securities Litigation, No. 3:99-0452 (M.D. Tenn.), was a securities class action brought on behalf of investors against a real estate investment trust and its officers and directors, following defendants’ alleged false statements made in the context of a merger and subsequent operation of the merged entity. On February 2001, the United States District Court for the Middle District of Tennessee approved a settlement providing $104 million in cash and stock.

Representative securities and corporate governance cases the firm is currently litigating include: Cohen v. McCall, et al., Case No. C99-20916 RMW (N.D. Cal.), and In re Critical Path Derivative Litigation, Master File No. C-01-0684 (WHO) (N.D. Cal.), a derivative action on behalf of holders of Critical Path securities following company admission of improper revenue recognition practices and resignation of corporate executives. A derivative action brought following the merger of McKesson and McKesson HBOC, in which plaintiffs allege improper pre- and post-merger revenue recognition practices, as well as breaches of fiduciary duties arising from the merger.

There are several reasons why Green & Noblin, P.C. is well suited to serve institutional investors in a monitoring capacity. First, of course, there is the expertise of the firm’s class action attorneys in the field, as demonstrated by the results they have obtained for clients. Also, we understand the sensitive nature of such a relationship, and are responsive to institutional-investor concerns about accountability in private securities class actions. We periodically report to in-house counsel on monitored cases, and offer the latest in communications technology, including video conferencing and digital encryption of voice and electronic mail.

Furthermore, because the firm’s practice does not depend on the routine filing of securities class actions, we do not suffer from the “issue conflicts” that limit the ability of many firms to represent institutional investors. Our attorneys have never advocated the position that a lead-plaintiff contest under the Private Securities Litigation Reform Act (PSLRA) can be won by aggregating the claims of a group of unrelated individual investors or entities. And, we advise litigation only if we truly believe it to be in the client’s — not its counsel’s — interest. Even where cases have already been filed (common in the classic “stock drop” situation), we often advise against an active role, and instead suggest monitoring the litigation to protect the client’s interests.

We are generally able to offer these monitoring services at no cost to the client, in anticipation that where litigation is in the client’s interests, and where the client has authorized us to proceed in seeking lead plaintiff status in the ensuing class action, we will obtain an attorneys’ fee award granted by the court at the conclusion of the successful litigation. Such an arrangement comports with our view that lawyer compensation should be commensurate with the results achieved for clients.

If you would like to discuss the services we offer, or would like us to investigate a potential case, please click here.