Shareholder Rights / Corporate Governance

CPM has successfully represented clients in some of the largest corporate governance actions over the last 45 years.  CPM has served as lead counsel in state and federal courts throughout the nation.  All of these derivative actions resulted in valuable settlements, including monetary recoveries and/or corporate governance reforms.

RECENT CASES OF NOTE

HP-Autonomy Litigation
USDC, Northern District of California
CPM is currently lead counsel in a derivative case against the officers and directors of Hewlett-Packard Company (“HP”) relating to HP's failed $11.7 billion acquisition of Autonomy in October 2011.  On November 12, 2012, HP announced an $8.8 billion writedown related to the Autonomy acquisition, one year after writing down $1.67 billion for its Palm acquisition, and three months after writing down $8 billion for its EDS acquisition.  CPM, acting on behalf of the company, has alleged that HP’s officers and directors failed in their due diligence before the decision to acquire Autonomy.  CPM alleges that HP misrepresented to the public that it had developed a revolutionary new technology known as the IDOL 10 Next Generation Information Platform Autonomy/Vertica when the truth was that this technology was not available for sale.

In re: JP Morgan Derivative Litigation
USDC, Eastern District of California
CPM is lead counsel in a derivative case against JP Morgan's officers and directors relating to the Company's sales of Residential Mortgage-Backed-Securities ("RMBS") to institutional investors.  Plaintiffs allege that the Company's management permitted the fraudulent sale of securities, exposing the Company to billions in losses.  In 2013, JP Morgan announced separate settlements with institutional investors, the federal government, and the state of California, totaling over $17 billion, and admitted it failed to disclose risks of RMBS for years. 

Derivative Cases Against Google, Intel and Apple
Santa Clara County Superior Court
CPM has filed three separate derivative cases in Santa Clara County Superior Court against current and former directors and officers of Google, Intel and Apple arising out of agreements between high level executives at different Silicon Valley companies not to recruit each other employees.  These agreements are documented in emails between directors and high level officers.  The cases are in the early stages of litigation. 

In re BP Securities Litigation
USDC Southern District of Texas
CPM is Co-Lead Counsel for investors who purchased American Depository Receipts ("ADRs") issued by BP, and suffered damages following the Gulf of Mexico explosion and oil spill.  Plaintiffs allege that BP and its senior executives falsely touted BP’s safety and risk management practices relating to its deep sea drilling operations.  Plaintiffs prevailed at the Motion to Dismiss stage and are waging in discovery with defendants.

Apple Backdating Case
USDC, Northern District of California
CPM was lead derivative counsel in the Apple backdating case, involving the Board’s alleged approval of systemic backdating of stock options to senior management. The high-profile case was litigated in the Northern District of California, and ultimately resolved with a combination of monetary relief and extensive corporate governance reforms.

Oracle Securities Litigation
USDC, Northern District of California
CPM is Co-Lead Counsel for investors in a shareholder derivative complaint on behalf of Oracle Corporation against certain members of its Board of Directors and certain senior officers for breach of fiduciary duty and abuse of control relating to the over-billing of the US government for software products.

Novellus Securities Litigation
Santa Clara Superior Court
CPM and co-counsel represented the Louisiana Municipal Police Employees’ Retirement System in a class action against the officers and directors of Novellus Systems, Inc. for failing to protect the interests of Novellus shareholders in the acquisition of Novellus by Lam Research Corp.  (Settled 2012).

In re: Rational Software, Inc.
USDC, Northern District of California
Involving claims of breach of fiduciary duties, unjust enrichment and corporate waste against directors and officers of Rational Software. 

In re Sybase Derivative Securities Litigation
Alameda County Superior Court
Involving breach of fiduciary duty, abuse of control, and violation of securities laws by Sybase’s management.

In re Informix Derivative Litigation
San Mateo County Superior Court
Involving breach of fiduciary duty and securities violations against Informix's management, and professional negligence against the company’s auditors.

In re CBT Group PLC
USDC, Northern District of California
Involving breach of fiduciary duty, abuse of control, and securities violations against CBT’s management.

In re Legato Systems, Inc. Derivative Litigation
USDC, Northern District of California
Involving breach of fiduciary duty and accounting fraud claims against management.

In re Stockman’s Bank
Sacramento County Superior Court
Involving claims for breach of fiduciary duty, abuse of control and unjust enrichment against Stockman’s management.