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support of long term investor interests in

Appraisal Rights


Intrinsic Value Realization




The Delaware Supreme Court issued a ruling on December 14, 2017 that endorsed its interpretation of the "Efficient Market Hypothesis" as a foundation for relying upon market pricing to define a company’s “fair value” in appraisal proceedings. The Forum accordingly reported that it would resume support of marketplace processes instead of judicial appraisal for its participants' realization of intrinsic value in opportunistically priced but carefully negotiated buyouts. See:

December 21, 2017 Forum Report

 Reconsidering Appraisal Rights for Long Term Value Realization



Forum reference:

Class action law firm's view of "appraisal arbitrage" opportunities


For reports of the profiled law firm's management of their first appraisal case that stimulated hedge fund interest in what became known as "appraisal arbitrage" investments, see the Forum's website for its Dell Valuation Project.


Source: Law360, October 1, 2015 article

Most Feared Plaintiffs Firm: Grant & Eisenhofer

By Kat Greene

Law360, Los Angeles (October 1, 2015, 3:31 PM ET) -- Taking on tough cases has long been part of the culture at Grant & Eisenhofer PA, and it doubled down on that promise this year, expanding into working for plaintiffs in pharmaceutical and medical device mass actions and adding 1,000 new clients, landing the firm among Law360's Most Feared Plaintiffs Firms.

Long a successful advocate for investors and consumers in their claims against some of the world's largest corporations — the firm holds the record for the highest settlement from an individual defendant with nearly $3 billion from Tyco International Ltd. in 2007 — a move into the mass tort space seemed like a natural progression, co-managing director Jay Eisenhofer told Law360.



Grant & Eisenhofer

$28 billion
Amount recovered by the firm in the last 10 years

$2.975 billion
Amount obtained by the firm in the Tyco settlement, the highest single settlement from an individual defendant

G&E saw an opportunity in the mass tort space despite the slew of firms already hard at work, Eisenhofer said.

"It seemed to be a logical extension of our practice," he said. "If you're doing complex plaintiffs litigation, you know, really we're open to doing any type. It's just a matter of having the right person to be a leader in the practice area."

The firm, which is on Law360's Most Feared list for the third year in a row after making the inaugural list in 2013, got a boost when Elizabeth Graham joined as a director in mid-2014. Graham, a litigator with two and a half decades of experience handling unwieldy cases against pharmaceutical companies and medical device makers, hit the ground running, picking up a thousand new clients for G&E this year, according to the firm.

Graham serves on the plaintiffs' steering committee in a $1.5 billion mass tort and product liability settlement from November with Stryker Corp., settling thousands of hip implant injury claims across the country, G&E said.

Graham is also hard at work at on multidistrict litigation in New Orleans against Bayer AG over allegedly downplaying the internal bleeding risks of its drug Xarelto, and in lawsuits over GlaxoSmithKline LLC's off-label promotion of anti-nausea drugs to pregnant woman that allegedly led to birth defects, she said.

"I'm really passionate about those issues," Graham said. "We vet our cases very carefully. We don't take a lot of cases. And one of the things I think we're really good at is giving clients a lot of personal attention."

Her work is a natural extension to what G&E was already doing to protect victims, she said.

"The firm has always represented the little guy," Graham said. "They have the tools and commitment to really practice, to help me and my team help right the wrongs that have been done to people."

The firm's expansion into mass tort litigation hasn't slowed its work in securities litigation, one of its first practice areas. G&E was founded by Eisenhofer and Stuart Grant in 1997 as a shareholder advocacy firm.

In April, the firm extracted a nearly $154 million settlement from Freeport McMoran Copper & Gold Inc. in a derivative action over its acquisition of two energy exploration companies in a deal the Delaware Chancery Court said was unprecedented.

The court called the settlement "an exceptional recovery," in part because unlike traditional derivative settlements, the proceeds were largely paid out to the shareholders in the form of a special dividend payment, the firm said.

Deborah Silodor, general counsel for lead plaintiff Amalgamated Bank, told Law360 she was pleased with G&E's work representing the company.

"They did great work for us," Silodor said. "Usually shareholders get no direct award in a derivative case."

And the firm has been on board for consumers, too, in July 2014 nabbing a $15 million settlement in games, online currency and identity protection benefits for PlayStation Network users whose data had been leaked in a 2011 Sony Corp. breach.

"We're fortunate to be involved in some of these cases that are pretty sizable cases," Eisenhofer said.

The firm, with about 65 attorneys in offices in Delaware, New York and Chicago, has recovered more than $28 billion for its clients over the last 10 years.

"Our approach to cases is to be selective about cases but to not be afraid to take different cases; to oftentimes take cases that have good facts but are often difficult," Eisenhofer said. "You're creating opportunities out of something that other people have overlooked or shied away from."

G&E is also becoming something of a pioneer in a new world for American plaintiffs lawyers, taking on cases overseas, Eisenhofer noted.

Working with two other U.S.-based firms and Japanese counsel, G&E in March reached a $92.4 million settlement with camera and imaging systems maker Olympus Corp., scoring the largest settlement of its kind in Japan, according to the firm.

The scandal covered by the lawsuit, alleging that Olympus misrepresented its finances for five years and hid large losses by disguising them in their books, led to regulatory investigations, millions of dollars in civil penalties and convictions of company executives.

It also represented G&E's first big jumps across the pond, Eisenhofer said.

"When we first started doing those cases, nobody really knew if you could even do them," he said. "Despite the fact that the facts of the particular case may be very strong, these legal systems in other countries like Japan and The Netherlands and France, they're not really set up for U.S.-style plaintiff's litigation."

Eisenhofer said the firm's work in appraisal litigation, in which institutional or large investors assert their right to have a fair stock price for an acquisition be determined by an independent valuator or a judicial proceeding, has expanded rapidly.

The firm has always had a reputation for being unafraid to go to trial, but now that G&E has pushed into the appraisal space, led by co-managing director Grant, trials have come far more frequently, Eisenhofer said.

"It's a very active practice, and it’s a different type of practice, too. Although the majority of cases settle, more of them go to trial than others," Eisenhofer said.

The firm has three trials on the calendar this year in appraisal litigation, he said.

"There's lot of plaintiffs firms that don't try three cases in a decade," he said. "So that presents a whole set of different challenges than the other areas of our practice."

Nimble attorneys who can extract settlements but who are willing to duke it out in court are essential to the firm's success, he said. G&E looks for attorneys who could work for the nation's top defense firms, but who possess a "plaintiff’s mentality," he said.

"It requires a particularly creative and aggressive lawyer," he said. "You want to have somebody who's capable of doing top-flight legal work and who's very careful. It's not very easy to find those kinds of people, but over the years, it's become easier for us to find those people."

--Additional reporting by Kurt Orzeck, Jeff Overley, Emily Field, Joe Van Acker, Matt Chiappardi, Cara Salvatore and Allison Grande. Editing by Katherine Rautenberg and Kelly Duncan.


© 2015, Portfolio Media, Inc.


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