Pastore LLC has won multiple complex securities and M&A actions arising from a derivative rights holder agreement and related investment banking engagement agreements that secured its client’s indemnification rights. This brings an end to the saga between the Defendant, a large investment banking firm, and the Plaintiff, a representative of the shareholders to a company seeking to invalidate investment banking fees owed following a series of complex insurance corporate mergers.
After first securing its investment banking client’s indemnification rights, Pastore LLC successfully defended its client against a multimillion-dollar suit in the United States District Court for the District of Nebraska, obtaining a dismissal of the Plaintiff’s action. After Plaintiff appealed the District of Nebraska’s decision to dismiss the case, Pastore LLC successfully defended its client before the Eighth Circuit. The Eighth Circuit affirmed the District Court ruling in Pastore LLC’s clients’ favor that Plaintiff-Appellants lacked standing.
Plaintiff then brought his same claims against Pastore LLC’s client in the District Court of Delaware only to have the investment bank, yet again, successfully obtain a dismissal of Plaintiff’s action. Pastore LLC’s first Motion to Dismiss in the Delaware District Court action caused Plaintiff to file an Amended Complaint. Its second Motion to Dismiss was granted by the District Court. In its Memorandum Opinion, the District Court agreed that Plaintiff’s claims were batted by the doctrine of res judicata and that the Plaintiff lacked standing to assert its claims.
As a result of the litigation between the Plaintiff and Pastor LLC’s client, from the District of Nebraska to the Eight Circuit and then again in the District of Delaware, Pastore LLC secured its client’s indemnification rights, which included Pastore LLC’s legal fees, and obtained a large payout for its client.
Pastore LLC attorneys have vast experience arguing and defending matters in various federal courts across the country and are well-situated to handle similar claims involving complex contractual and investment banking issues.
Pastore successfully defeated a Motion to Compel Arbitration in a case on the Complex Litigation Docket in Stamford against a billionaire represented by an AM Law 200 firm. The case involves complex direct and derivative shareholder claims in which the claims for damages are in excess of $65 million. Pastore’s client is one of the shareholders of a two-shareholder construction management company with the defendant billionaire the other shareholder. The Motion to Compel Arbitration sought to compel arbitration with respect to the entire Complaint. After Defendants conceded that the Motion to Compel does not apply to Counts One through Four, the Court agreed with Pastore and denied the Motion to Compel as to Counts Five through Twelve.
Pastore was retained to advise a large registered investment advisor in connection with the sale of its business to Victory Capital Holdings, a large national registered investment advisor. The registered investment advisor, based in Connecticut, invested primarily in microcap securities, providing services primarily to institutional investors and large religious-affiliated clients. The advisor, which was previously owned by Old Mutual Asset Management Trust Investment Funds LLC, spun out in 2009.
Pastore was retained to advise a multi-billion-dollar registered investment advisor and related private equity funds on the restructuring of the advisor. Pastore advised the advisor and private equity funds in connection with modifications to ownership structure, distribution rights, employment rights, indemnification, and banking issues. Pastore also assisted in substantial revisions to the advisor’s Form ADV, other SEC filings, Compliance Manual, Corporate Governance documents, and Policies and Procedures.
Pastore & Dailey won a complex securities and M&A action in the United States District Court for the District of Delaware arising from a derivative rights holder agreement and related investment banking engagement agreements. This is the latest iteration in the saga between the Defendant, Pastore & Dailey’s client, and the Plaintiff, a representative of the shareholders to a company seeking to invalidate investment banking fees owed following a series of complex insurance corporate mergers.
After Pastore & Dailey successfully defended its client in the United States District Court for the District of Nebraska and then successfully defended its client in the appeal before the Eight Circuit that followed the District of Nebraska decision, its Motion to Dismiss was granted in the District of Delaware. In its Memorandum Opinion, the District Court agreed that Plaintiff’s claims were batted by the doctrine of res judicata and that the Plaintiff lacked standing to assert its claims.
Pastore & Dailey attorneys have vast experience arguing and defending matters in various federal courts across the country and are well-situated to handle similar claims involving complex contractual and investment banking issues.
Pastore & Dailey has been retained by a leading cryptocurrency firm specializing in decentralized finance in connection with regulatory and compliance matters in the Cayman Islands and internationally. Pastore & Dailey has substantial experience and the burgeoning business of cryptocurrency having represented in 2020 a cryptocurrency mining company, and defended a Department of Justice (DOJ) investigation into an initial coin offering.
Pastore & Dailey attorneys have served as Chief Compliance Officer’s at multi-billion-dollar investment advisers and two of the largest institutional banks in the world. Thus, the firm is uniquely positioned to handle this and similar matters.
Pastore & Dailey successfully dismissed claims filed in Delaware bankruptcy court by one of the nation’s largest mineral mining companies. Pastore & Dailey represents an investment bank seeking a fee associated with $650 million in construction financing for the project. The mining company was attempting to avoid paying this fee by asserting that claims had been discharged in bankruptcy.
Private- equity firm manager Dean Barr, along with his attorneys at Carmody Torrance Sandak & Hennessey LLP, successfully defended claims brought against him by the Milstein Family, the founders of Burlington Coat Factory and investors in Mr. Barr’s firm. The Milsteins had invested several millions of dollars in the fund before its ultimate decline, and claimed that the risks associated with the investment were misrepresented to them. The Connecticut District Court disagreed, and ultimately found that the Milsteins were sophisticated investors, were aware of the risks related to their investment and dismissed the claims brought against Dean Barr. Mr. Barr has retained Pastore & Dailey to bring claims of his own in Connecticut State Court against the Milsteins as well as his former partners.
The full article can be read here:
In the past two years, the SEC has drastically reduced the number of contested cases it has sent to its internal administrative law judges (“ALJs”). The number of cases sent to these judges had been increasing since 2010, when the SEC gained new powers under the Dodd-Frank Act.
From then on, and especially after the SEC decided in 2014 to expand the use of the ALJs to contested cases for crimes such as insider trading, members of the legal community have argued that it would be very hard for these judges to remain unbiased given the fact that one of the parties in every case they review is responsible for their income — in a much more direct way than a state or federal court judge. Additionally, the ALJs were generally appointed by a lower-level employee than one might expect (an issue which has led to Constitutional challenges, which are outside the scope of this article).
The Wall Street Journal analyzed the cases sent to the ALJs from October 2010 to March 2015, and found the SEC won 90% of these cases. While this could be attributed to the fact that the SEC does a thorough job investigating before charging defendants with a crime, the fact that the SEC was victorious only 69% of the time in federal courts casts some doubt on this. In fact, the Wall Street Journal has reported that in spring of 2015, the SEC director of enforcement, Andrew Ceresney, shifted the policy of the Commission back to putting contested cases in federal court. Since then, the SEC has been using the federal court system for contested charges. From October 2014 to September 2015, the SEC used the ALJs in 28% of the contested cases, whereas the year before ALJs heard 43%.