Stites & Harbison, PLLC

Whether arising in connection with a contested change in control, required disclosures, "insider" trading, claims of malfeasance or simply huge share price swings, shareholders, investors or creditors often claim that statements were false and deceptive or that required disclosures were inadequate. We have represented clients in connection with allegations of fraudulent activity, proxy, disclosure and registration deficiencies in defending putative class actions and individual claims. The firm also represents brokers/dealers and their registered representatives in the defense of claims alleging violations of the securities laws.

Our trial attorneys work as a team with members of our Business & Corporate Services group in order to help drive a solution that matches the client's needs and the nature of the dispute.

Experience

• Stites & Harbison defended a publicly traded Internet commerce company and its directors against charges of securities fraud and breach of fiduciary duty. The Kentucky federal court considered state securities fraud issues of first impression. The court granted our client's motion in part and dismissed almost all of the state law securities fraud claims in a published opinion on the premise that the complaint failed to meet the heightened pleading standards required by the Private Securities Litigation Reform Act of 1995 (PSLRA) and the Securities Litigation Uniform Standards Act of 1998 (SLUSA). Further, the court rejected the "direct seller" claims asserted by the plaintiffs because all shares were purchased in "aftermarket" transactions." The firm successfully resolved the claims soon thereafter.
• Our client, a high-tech medical fabric company, was sued for alleged Rule 10-b(5) fraud violations in a putative class action. We secured a dismissal on the grounds that the plaintiffs had failed to state a claim upon which relief could be granted under Federal Rules 9(b) and 12(b)(6).
• We represented an acquirer against securities fraud (10b-5 and Williams Act) and franchise tort claims brought by franchisees arising out of our client's acquisition. Stites & Harbison resolved the matter to the satisfaction of our client and the acquisition was a success.
• Our team represented a company that had syndicated its assets in connection with an investor's suit claiming securities fraud in connection with the private offering of shares. After taking the deposition of the plaintiff, we were successful in securing summary judgment on all claims.
• We investigated claims asserted by preferred shareholders against a publicly-traded company arising out of disclosures made in connection with the interpretation of the conversion provisions of a preferred share subscription agreement upon the occurrence of a reverse stock split and a later public offering.

For more information

• Philip W. Collier (502) 681-0415