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BERNSTEIN LITOWITZ BERGER& GROSSMANN LL P
ALAN SCHULMAN (Bar No 128661)BLAIR A NICHOLAS (Bar No 178428)12544 High Bluff Drive, Suite 15 0San Diego, CA 92130Tel (858) 793-0070Fax (858) 793-032 3
BERNSTEIN LIEBHARD & LIFSHITZ, LLPJEFFREY M HABERTIMOTHY J MACFALLDANIELLE MAZZINI-DALY10 East 40`h Stree tNew York, NY 10016Tel (212) 779-1414Fax (212) 779-321 8
Co-Lead Counsel for Lead PlaintiffRADIANT ADVISERS, LLC
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
OAKLAND DIVISION
In re TURNSTONE SYSTEMS, INC Master File No CV-01-1256 SBASECURITIES LITIGATION
CLASS ACTION
This Document Relates To
ALL ACTIONSDate October 7, 2003Time 1 00 p mPlace 3, third floorJudge Honorable Saundra Brown
Armstrong
JOINT DECLARATION OF JEFFREY M HABER ANDBLAIR A NICHOLAS IN SUPPORT OF APPROVAL OF THE PROPOSED
SETTLEMENT, AWARD OF ATTORNEYS' FEES AND REIMBURSEMENTOF EXPENSES, AND PLAN OF ALLOCATION OF SETTLEMENT PROCEED S
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JEFFREY M HABER and BLAIR A NICHOLAS, declare as follows
I Jeffery M Haber is a member of the law firm of Bernstein Liebhard & Lifshitz ,
LLP, and Blair A Nicholas is associated with Bernstein Litowitz Berger & Grossmann, LLP, the
court-appointed Co-Lead Counsel for the Lead Plaintiff, Radiant Advisers, LLC ("Radiant"), in
the above-captioned consolidated action (the "Action") We make this declaration in support of
Plaintiffs' application for (1) approval of the settlement (the "Settlement"), (2) approval of the
Plan of Allocation of Settlement Proceeds, and (3) an award of attorneys' fees an d
reimbursement of expenses incurred We have personal knowledge of the matters set forth in
this declaration, and if called as witnesses, we could and would testify competently theret o
I PRELIMINARY STATEMENT
2 The purpose of this declaration is to set forth the basis for and background of the
Action, its procedural history, and the negotiations that led to the Settlement This declaration
demonstrates why the Settlement is fair reasonable and adequate and should be approved by the
Court, why the Plan of Allocation is fair and reasonable, and why the application for attorneys'
fees and reimbursement of expenses is reasonable and should also be approved by the Cour t
3 The Settlement is for a total of $7,000,000 in cash , and any interest accrued
thereon (the "Settlement Fund") The Settlement Fund is to be transferred to, and will be
maintained by, Co-Lead Counsel in an escrow account Z Co-Lead Counsel seek approval of an
award of attorneys' fees of 25% of the Settlement Fund, plus reimbursement of expenses of
$104,263 60
4 The Settlement was reached only after Co-Lead Counsel had conducted a n
' The terms and conditions of the Settlement are contained in the Stipulation ofSettlement, dated July 22, 2003 (the "Stipulation"), the original of which was filed with the Court
on July 22, 2003
2 The Class is comprised of all Persons and entities who purchased shares ofTurnstoneSystems, Inc ("Turnstone" or the "Company") common stock issued pursuant to the Company'sSecondary Offering on September 26, 2000, which was completed pursuant to a RegistrationStatement/Prospectus filed with the SEC and declared effective September 21, 2000 (the"Registration Statement/Prospectus"), and who suffered damages thereb y
JOINT DECLARATION OF JEFFREY M HABER AND BLAIR A NICHOLAS
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extensive investigation of the underlying facts, interviewed numerous witnesses, prepared and
filed a detailed amended complaint specifying Defendants' violation of the federal securities
laws, opposed Defendants' motions to dismiss the amended complaint, engaged in supplemental
briefing concerning Lead Plaintiff's claims under the Securities Act of 1933 (the "Securities
Act"), drafted a second amended complaint asserting only Securities Act claims on behalf of
Lead Plaintiff and the Plaintiff Louisiana School Employees' Retirement System ("LSERS")
(collectively "Plaintiffs"), consulted extensively with an expert in financial damage analysis, and
reviewed and analyzed thousands of pages of documents
5 Settlement negotiations were hard-fought and included a mediation conducted
under the supervision of the Honorable Eugene Lynch, United States District Judge (Ret) The
Settlement was reached at a time when Plaintiffs and Co-Lead Counsel were fully cognizant of
the strengths and weaknesses of the case, and the risks of continued litigation, and had the benefit
of independent expert analysis of Turnstone's financial condition and its ability to fund a
settlement at various levels
6 The Settlement is an excellent result, particularly when considered in light of th e
substantial risks to Plaintiffs in continuing the Action Indeed, as set forth below, there was a
substantial risk that Defendants could have prevailed on a motion for summary judgment or trial
and, even if Plaintiffs were successful, there was a significant risk that the Class would not be
able to recover more than the Settlement provides The Action and settlement discussions were
complicated by the financial condition of the Company Turnstone's business is suffering and its
stock is trading at less than $3 00 per share As a consequence of the collapse of the competitive
local exchange carrier ("CLEC") market - Turnstone's primary market - the Company has
virtually ceased the sale of its products Turnstone noted in its recent quarterly report, "we have
generally ceased all direct sales efforts related to [Turnstone's products], and do not expect to
generate material revenues from them for the foreseeable future " In January 2003, Turnstone
engaged Goldman, Sachs & Co as its financial advisor to explore various strategic alternatives to
maximize stockholder value, including possible merger and asset sale transactions, licensin g
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arrangements, and dissolution of the Company and distribution of assets to its stockholders O n
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April 24, 2003, Turnstone announced that it had initiated actions to terminate most of Its
remaining employees except for a limited team of employees that will continue to handle matters
related to the Company's previously announced exploration of strategic alternatives Turnstone's
Board of Directors approved the headcount reductions due to the continued lack of visibility with
respect to both the demand for the Company's existing products and the potential demand for its
products under development Despite these obstacles, Co-Lead Counsel were able to achieve a
substantial cash se tt lement on behalf of the Clas s
7 The Settlement negotiations were conducted by experienced counsel on both side s
with a firm understanding of the strengths and weaknesses of their clients' respective claims and
defenses During these negotiations, both sides presented a complete picture of their respective
cases on liability and damages The Settlement confers an immediate and substantial benefit on
the Class and eliminates the risk of continued litigation under circumstances where a favorable
outcome could not be assured and there was a significant risk that Plaintiffs would be unable to
recover any judgment due to the financial condition of Turnstone Co-Lead Counsel's fe e
request is 25% of the Settlement Fund, which the Ninth Circuit has repeatedly held is the
"benchmark" fee in the Circuit in common fund case s
8 The Plan of Allocation was devised by Co-Lead Counsel in consultation with
Plaintiffs' damages expert The plan, which is based on a damages formulation devised by
Plaintiffs' damages expert, provides that Class members who submit timely, valid claims will
share in a pro rata distribution of the Net Settlement Fund Accordingly, it is respectfully
submitted that the Settlement and Plan of Allocation should be approved as fair, reasonable and
adequate, and Co-Lead Counsel should be awarded attorneys' fees of 25% of the Settlement
Fund and reimbursement of expenses for creating a substantial benefit on behalf of the Clas s
11 HISTORY OF THE ACTION
9 The following is a summary of the principal events during the course of this
Action
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A Background
10 Turnstone provides software and equipment for the digital subscriber lin e
("DSL") market DSL is a technology that enables individuals and businesses to access th e
Internet using existing copper telephone lines, rather than alternative access technologies, such a s
fiber optic or cable connections ¶¶ 2, 42' DSL networks use existing copper lines because they
are less expensive to deploy than fiber optic or cable connections T 4 2
1 I Two types of companies offer DSL services to customers CLECs and incumben t
local exchange carriers ("ILECs") CLECs are companies that are authorized to compete in local
communications services markets pursuant to the Telecommunications Act, or comparable
legislation in countries outside of the United States CLECs are typically smaller telephone
companies created to compete with exist ing major telephone companies that provide telephone
service in a given area ILECs are companies hold ing an exclusive license to offer local
telephone services prior to the Telecommunications Act (e g , the Bell operating companies), or
the equivalent legislation in foreign countries ¶ 4 3
12 . At all relevant times to this litigation, Turnstone's customer base consisted almos t
entirely of CLECs The Company's CLEC customers included , among others , Northpoint
Communications Inc ("Northpoint "), Mpower Communications , McLeod USA, Covad
Communications ("Covad"), Rhythms NetConnections ("Rhythms"), KPN Quest NV, D O
Communications , and Sunrise Telecom ¶ 3
13 In the mid-to-late 1990's, various competitive dynamics prompted local exchang e
carriers to target either the consumer or business market segments using DSL technology Cable
operators , such as AT&T@Home and RoadRunner , began delivering high-speed consumer
services, prompting incumbent local exchange carriers to respond by accelerating thei r
investments in DSL technologies ILECs generally focused their DSL deployments on the
consumer segment by using versions of DSL that worked in conjunction with existing analog
voice services, as well as the associated line maintenance procedures However, these consumer-
3 References to 'I _," are to paragraphs of the Second Amended Complaint
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oriented versions of DSL typically had limitations that made them una ttractive for businesses
¶7
14 According to market analysts, 1999 was a breakout year for DSL deployment ,
with the number of DSL lines in North America rising nine fold Such growth was driven mainly
by the demand for high-speed access to the Internet This was especially true as low-speed dial-
up connections proved to be inadequate to support the more sophisticated and bandwidth
intensive applications (i e , video) Cf ¶ 5
15 The number of users accessing the Internet, and the amount of informatio n
available via the Internet, was (and is) continually expanding ¶ 5 . Internet content is becoming
more data-intensive because websites have expanded their offerings to include streaming vide o
and audio, software downloads, and animation As the number of users and the available Internet
content increase, the demand for high-speed connections increases The explosive demand for
high-speed DSL solutions was straining service providers' ability to provision DSL services ¶
46
16 To meet this demand, local exchange carriers began to offer high-speed Internet
access and other services over existing telephone lines The existing lines that comprise the loca l
loop extend from a telephone company's central offices out to businesses and residences ¶ 6
17 In June 2000, the FCC required ILECs to give CLECs access to the upper
frequency of existing pla in old telephone service ("POTS ") lines as a means of providing DSL
service to potential customers The arrangement requires CLECs and ILECs to share the same
physical copper loop in order to deliver services to their customers, thereby allowing CLECs t o
provide DSL services through the use of the same copper pair that ILECs use for voice services .
Copper phone lines extend from the telephone companies' central offices to residences and
businesses To gain access to the local loop (i e , the existing telephone lines ), CLECs lease
space in the central office of an ILEC CLECs then install network equipment in this space and
lease specific copper phone lines to connect subscribers ¶ 4 4
18 Loop sharing by CLECs and ILECs necessitates a loop management system t o
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ensure that neither type of provider adversely impacts the other's use of the loop . Loop
management entails the automation and remote control of installation, qualification, an d
maintenance of standard copper phone lines 14 5
19 Despite the new revenue opportunities DSL provided, CLECs encountered severa l
major challenges in deploying and maintaining a new DSL infrastructure For example, DSL
service providers often experienced difficulty with the identification, installation , and quality
assessment of particular lines . DSL operates at higher frequencies than traditional voice servic e
and, therefore, the length and quality of the copper line is critical Thus, for service providers to
provide efficient DSL service, they had to be able to qualify and monitor the copper lines, ¶J 11 ,
47
20 Another difficulty facing DSL service providers was the significant time an d
expense incurred in deploying, installing, and maintaining DSL service by means of traditional
labor-intensive procedures, such as additional truck rolls or field technician visits ¶IJ 12, 48
Therefore, manual loop testing was not feasible from either a cost perspective or an efficiency
perspective ¶ 48 This was especially important as Turnstone's CLEC customers began to
experience financial difficulties in the latter part of 200 0
21 The demand for DSL services also strained service providers' ability to deliver
services in a timely and cost-effective manner According to Telechoice, problems arose i n
approximately 85% of all DSL deployments, requiring service calls (i e, truck rolls and/o r
technician visits) to solve the problem
22 The CX100, was created to address the challenges faced by DSL service providers
by, inter aba, enabling telephone access providers to remotely evaluate, manage, and contro l
DSL connections within the telephone central office, and identify copper lines that are suitable
for DSL, thus making installation and maintenance of DSL on those lines more efficient ¶ 4 9
Thus, the CX 100 was designed to reduce the need to dispatch technicians ¶¶ 13, 4 9
23 The CX 100 also was designed to provide the loop testing , qualification, and
protection switching functions considered important to delivering high quality, DSL-base d
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services The CX 100 is deployed in a central office co-location between the DSL access
multiplexer ("DSLAM") and the DSL customer, and is generally sold with about 100 lines, or
about one-fifth capacity As service providers provisioned new lines and/or added DSLAMs,
more modules, each of which supported 25 lines, could be added to keep supply in line with
demand ¶ 5 0
24 A typical CX100 unit was sold with either a 19 inch chassis (capable of holdin g
about 425 DSL lines) or 23 inch chassis (capable of holding up to 550 DSL lines), one P 100
module, which performs the management and control operations, and one or more L140
modules, which connect to the DSL lines As service providers provision additional lines and/or
add DSLAMs, more L 140 modules, each of which support 25 lines, could be added to keep
supply in-line with demand .
25 CrossWorks is a value-added software enhancement to the functionality of th e
CX100 CrossWorks software was designed to enable service providers to integrate the CX100
loop management functions into back-office OSS, thereby enhancing their ability to efficiently
scale DSL service offerings to meet customer demand ¶ 51 Specifically, the Cross Works wa s
supposed to enable service providers the ability to automate the management of copper lines,
CX100's and its modules, and DSLAMs, while at the same time integrating the functionality o f
the product with operational support systems
26 Cross Works' client-server arch itecture was designed to interface with a se rv ice
provider's back-office OSS ¶ 51 CrossWorks could be used on a stand-alone basis via a client-
server application Alternatively, CrossWorks could be used with the se rv ice provider's own
user interface, in which case the CrossWorks server, which had the majority of the automatio n
functionality , could accessed via COBRA, JAVA, remote method indication (RMI), simple
network management protocol (SNMP), or distributed component object model (DCOM )
27 Together, a se rv ice provider could remotely perform loop quali fication and testing
necessary to test the copper loops provided by the ILEC to determine their suitability for planne d
service If impediments were detected, the CX100 was supposed to identify and locate the
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problem The CXI00 was also supposed save technician hours and reduce human error in
identifying the proper line for DSL connection Aside from automating installation and pre-
qualification , the CX100 also alleviated customer downtime with a process called protection
switching With protection switching , a subscriber could instantly be rerouted from faile d
equipment to properly working spare equipment, thereby removing the need for a field technician
to physically make the switc h
28 As long as the CX100 and CrossWorks operated reliably and properly, CLEC s
were able to conserve resources by not having to put in man-hours in every central office 24
hours per day, seven days a week Internal reports show that the CXI00 and CrossWorks were
unreliable and did not operate as represented This became a tremendous issue as the
telecommunications sector, in particular the CLEC community, fell on hard times by the fall of
2000 Consequently, the demand for the CX100 and CrossWorks declined as the CLECs had
less money to spend to open new central offices with new equipment that was not reliable and/or
profitably operate existing ones
B Summa of Defendants' Wrongdoing
29 Turnstone conducted an initial public offering of its common stock in February
2000 Shares of Tumstone common stock have been traded on the NASDAQ National Market
System since February 1, 2000 126, 54 Since Turnstone's inception, the Company has
financed its operations through private and public sales of securities and, to a lesser extent,
equipment lease financin g
30 To capitalize on the revenue opportunities generated by the FCC 's November
1999 order, Turnstone's Board of Directors (the "Board") authorized the Company to conduct the
Secondary Offering in August 2000, to raise money "for general corporate purposes, including
working capital and capital expenditures and potential acquisitions of, or investments in,
complementary businesses, technologies and products " In doing so, the Board authorized the
filing of the Registration Statement/Prospectus with the SEC that permitted the Company and
certain existing stockholders, including Defendants Tinsley and Duffie, to sell shares of th e
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1 11 Company's common stock in the Secondary Offering ¶ 14 I
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31 On September 26, 2000, Tumsione announced the completion of the Secondary
Offering in which 4,000,000 shares of common stock were sold to the investing public pursuant
to the Registration Statement/Prospectus The Company received approximately $166 3 million
from the shares issued in the Secondary Offering, net of underwriters' commissions Further, the
Individual Defendants sold 264,500 shares of Turnstone common stock, for proceeds in excess of
$11 2 million, in the Secondary Offering ¶ 5 6
32 Plaintiffs allege that the Registration Statement/Prospectus, which was signed b y
Defendants Tinsley and Duffie, contained untrue statements of material fact and omitted to state
material facts required to be stated in order to make the statements made not misleading
Specifically, Defendants represented that the CX 100 "rapidly and efficiently deploy[ed] high
speed digital services on existing copper telephone lines ," "enable[d] carriers to remotely identify
and qualify any copper telephone line in their network, without the need for on-site labor," and
"improve[d] network reliability and availability " Defendants also represented that th e
CX1 00 enabled carriers to accurately perform remote "line qualification, testing and maintenance
on any line connected through the system " ¶¶ 15, 57, 6 4
33 The representations in the Registration Statement/Prospectus were materially fals e
and misleading because the CX 100 was fraught with problems that rendered it incapable of
performing "reliable," "rapid," "efficient," and "accurate" installation, management, deployment,
or testing of DSL services Specifically, the CX 100 defects included, among others things,
blown capacitors, malfunctioning chips, and inaccurate calibration that caused the CX100 to
provide inaccurate and unreliable test data on the DSLs ¶¶ 16, 5 8
34 For example , blown capacitors caused the CX100 to give erroneous line test
readings When a capacitor is blown, the voltage flow is not consistent with the parameters fo r
the test and, therefore, the CX100 would show incorrect test results for the line being tested ¶
59 According to a former employee, Rhythms had complained about Turnstone's capacitanc e
measurements
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35 In addition, the CX 100 utilized a number of circuit cards that comprised the
circuitry to perform line testing When malfunctioning or defective chips at the circuit card leve l
were used in the CX100, the product operated outside its design specifications ¶ 60 Asa result ,
the CX100 showed lower than normal readings in telecom circuitry tests, falsely indicating that
the circuitry was working within proper specifications Conversely, malfunctioning chips also
caused the CX 100 to falsely indicate that the circuitry was not working within prope r
specifications In addition, the malfunctioning chips shortened the effective range of testing b y
the CX 100 Id
36 The software used to operate the CX100 - the Cross Works an d
CrossConfiguration - were also rife with errors, particularly data communication errors in the
software code 4 These errors required new releases of the CX 100 software called maintenanc e
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releases , but jokingly referred to as " bug" releases by Company employees ¶ 6 1
37 Northpoint and Covad complained about the number of "fix" releases issued b y
Turnstone As Rhythms learned, with each new release, Rhythms needed to reconfigure its
system The problem was that the settings for the older version of the firmware were not
compatible with the new verison 5 To get the CX 100 to work with the newer version, the
customer had to take the product offline causing service interruptions for the end user To avoid
losing customers, Turnstone's customers delayed deployment of the CX100 until the product
would operated bug free
38 Turnstone's customers also found that problems were not limited to the CX100
Covad found serious connectivity problems with Turnstone's loop testing software The software
4 NorthPoint also complained of connectivity problems with the CXI 00 For example,NorthPoint found that problems with FTP syntax, though ultimately resolved, resulted in continualloss of connection to the co-location Connectivity issues adversely impacted NorthPoint's U Sinstallations In fact, as a consequence of this and other problems, by September 2000, NorthPointhad installed only 3 CX100 units in the United States out 242 purchased ,
5 Firmware is the basic operating instructions for the hardware - the CX100
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could not handle the DSL traffic that the CXI 00 was designed to control 6 Covad found that its
loop management tests kept timing out because the CrossWorks server could not handle enough
simultaneous requests from Covad's customers As a consequence, DSL service was constantly
interrupted
39 In addition, the failure to properly ground the unit during installation caused
inaccurate calibration The CX100 regulated the wave length of the voice transmissions
traveling along the copper wire The wavelengths had to be contained within certain bandwidth
specifications, and wavelengths that were longer or shorter than specified for the bandwidth
would affect the quality of the voice transmissions on that wire The wavelengths were defined
against a graph, displayed on a screen The CX 100 would measure whether the wavelengths
remained consistent over the length of the wire and stayed within the appropriate bandwidth
When inaccurately calibrated, the measurements made by the CX100 were incorrect This, in
turn, would hamper the ability to provide optimal DSL service over the copper wire 6 2
40 As a consequence of these problems , Tumstone 's customers were unable to
"remotely identify and qualify" copper lines in the network without on-site labor, rapidly restore
network services following an equipment failure, improve the installation and management of
DSL services, or deliver high levels of reliability and scalabihty in large, complex networks ¶
63
41 Tumstone's product problems, however, were not confined to the foregoing The
CX100's functionality was also more limited than the products of rival companies, putting
Turnstone at a competitive disadvantage Defendants represented that Turnstone's products were
compatible with those of its competitors, and that the carrier could continue to use the CX100 for
all DSL additions in order to avoid incurring the additional equipment, inventory, training, an d
b Tumstone represented that the CX 100 could handle about 100 simultaneous sessionsIn reality, the CrossWorks server could handle only 40-50 simultaneous sessions-
7 NorthPoint had complained that it was unable to obtain accurate test measurementsdue to air conditioning interference - the magnetic field generated when the air conditioning in thecentral office operated
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operational costs associated with switching to another vendor In the Registration
Statement/Prospectus Defendants represented "The CX 100 is designed to be compatible with all
types of local loop serv ices and all types of DSL access multiplexers A single CX100 may be
deployed with multiple DSL access multiplexers from a varie ty of vendors , including Alcatel,
Cisco , Copper Mountain , Lucent, Nokia and Paradyne " ¶ 6 4
42 These representations were materially false and misleading Far from offerin g
compatibility and interoperability with the equipment of a variety of vendors, the above-
described problems with the CX 100 caused it to malfunction with all types of DSLAMs and
when used with all types of local loop services 8 For example, Covad and NorthPoint
complained about the CX100's lack of interoperability with products from Harris Corporation In
short, the CX 100 was not compatible with other products because of the above-described defect s
¶ 65
43 Given the number of problems with the CX 100 and CrossWorks an d
CrossConfiguration software, Turnstone's relationship with its customers turned "tense " This
was true well before the start of the Class Period Indeed, these problems exacerbated the
Company's ability to sell its CX 100 and CrossWorks products to the CLECs who, by late
summer 2000, were experiencing financial difficulties For the most part, CLECs were highly
leveraged, undercapitalized start-up companies that relied heavily upon vendor-financing to build
service networks As vendor-financing became increasingly difficult to obtain, and product
defects could not be resolved, the CLECs became concerned that the Turnstone product could not
be deployed, thereby impacting their ability to generate revenue Discovery showed that the
CLEC equated cost savings with product reliability As these concerns grew, the CLECs sharply
curtailed orders for new CX 100 s
44 The decreasing demand for Turnstone's products, which was exacerbated by the
defects discussed above, caused Turnstone's Class Period inventory levels to rise dramaticall y
8
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In the Company's first quarter 2000 Form 10-Q, filed with the SEC on May 8, 2000, Turnstone
reported that its pre-Class Period inventory was $3,206,000 In its Form 10-Q for the second
quarter of 2002, filed with the SEC on August 7, 2000, Turnstone reported its second quarter
inventory had tripled from its first quarter 2000 level, to $9,665,000 The Company's third
quarter 2000 Form 10-Q, filed with the SEC on November 7, 2000, reported that Turnstone's
inventory level had more than doubled from the second quarter, to $20,203,000 Finally, by the
end of 2000, the period ending December 31, 2000 -- only two days prior to the close of the Class
Period - the Company reported that its inventory levels had reached a staggering $29,502,000
Thus, during the Class Period - a period of nine months - Turnstone's inventory increased more
than ninefold Several months after the end of the Class Period, in the Company's Form 10-Q for
the second quarter of 2001, Turnstone reported that it had written-off $35 million in inventory ¶
68
45 Based, in part, on the problems described above, on November 6, 2000 (only 4 1
days after the Secondary Offering), Turnstone was forced to announce a major downward
revision of its fourth quarter revenue estimates from $56 2 million to $38 million, a decrease of
more than 30% The Company attributed its downward guidance "to increased weakness among
its competitive local exchange carrier [CLEC] customers and recent changes to their capital
spending plans " Following the Company's surprising announcement, the price of Turnstone
common stock lost 65% of its value, plummeting from the previous business day's close of
$29 50 per share to $10 375 per share on exceptionally heavy trading of over 16 million share s
46 Less than two months after the November 6`h announcement, on January 2, 2001 ,
Turnstone was forced to reveal that the lack of demand for its products by the Company's CLEC
customers had a greater impact on the Company than previously disclosed, announcing that
fourth quarter 2000 revenue would be "substantially below" market estimates because its CLEC
customers had canceled and/or reduced their orders ¶ 69 The Company announced revenue of
$26-$28 million for the quarter -- 37% lower than consensus analyst estimates, and only half of
the revenue guidance figure provided by the Company on October 17, 2000 Id The Company
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also disclosed that it expected to take a $13 million to $15 5 million charge to increase its
inventory reserves and bad debt reserves, thus causing Turnstone to forecast an operating loss of
$12 million to $14 million for the quarter Id Following this announcement, Turnstone's shares
fell to $6 31 per share Id
47 In its Annual Report on Form 10-K for the fiscal year ended December 31, 2000 ,
filed after the Class Period, the Company further disclosed that several of its customers had
become delinquent in making their payments for prior sales, and that two of those customers,
Digital Broadband Communications, Inc and Vectris Communications, Inc , had filed for
bankruptcy protection Consequently, the Company was forced to record a charge to its bad debt
reserve for the receivables of those customers in the fourth quarter of 2000 ' 70 The Company
also reported that it had taken a $4 1 million charge to write down the value of inventory on-hand
at December 31, 2000, as well as a $7 3 charge to write down the value of components ordered
for future delivery in the fourth quarter Id
48 In the Company's 10-Q for the second quarter of 2002, filed with the SEC o n
August 7, 2000, Tumstone's pre-Secondary Offering inventory was reported as $9,665,000
However, in its 10-Q for the third quarter of 2000 - the quarter in which the Secondary Offering
was conducted - Turnstone reported that by September 31, 2000, its inventory was $20,203,000,
more than double that of the previous quarter By the end of the fourth quarter 2000 - the quarter
following the Secondary Offering - Turnstone reported that its inventory was a staggering
$29,502,000, more than a threefold increase from the Company's pre-Secondary Offering level s
C Commencement Of The Federal Action AndAppointment Of Lead Plaintiff And Lead Counse l
49 On March 28, 2001, the LSERS filed an action against Defendants under Section s
11, 12(a)(2), and 15 of the Securities Act on behalf of all purchasers of Turnstone's common
stock in the Secondary Offering, alleging that Defendants issued false and misleading statement s
in the Registration Statement/Prospectus
50 Subsequently, four actions were filed asserting claims against Defendants for th e
issuance of materially false and misleading statements during the period June 5, 2000 an d
28i
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January 2 , 2001, in violation of Sections 10(b) and 20 (a) of the Securities Exchange Act of 1934, , I
15 U S C §§ 78j(b) and 78t( a), and Rule I Ob-5 promulgated under Section 10(b) by the SEC, 1 7
C F R § 240 1 Ob-5 One of these actions was filed by Radian t
51 On January 7, 2002, the Court entered the Stipulation and Proposed Orde r
designating Radiant as Lead Plaintiff and appointing Bernstein Liebhard & Lifshitz, LLP and
Bernstein Litowitz Berger & Grossman LLP Co-Lead Counsel for Lead Plaintiff and the Class
52 On March 19, 2002, Lead Plaintiff filed two separate amended consolidate d
complaints, each of which was based on essentially the same course of conduct One complaint
asserted claims under the Securities Act, while the other asserted claims under the Exchange Act
Following proceedings in which Lead Plaintiff explained its reasons for filing two separat e
complaints, and pursuant to Court order, Radiant filed an Amended Consolidated Complaint on
September 13, 2002 (the "Amended Complaint")
53 On October 8, 2002, the Turnstone Defendants and the Underwriter Defendants
filed motions to dismiss the Amended Complaint Defendants argued in their motions to dismiss
that the Amended Complaint (i) failed to state a claim for securities fraud because Lead Plaintiff
did not plead fraud with particularity as required by the Private Securities Litigation Reform Act
of 1995, (ii) failed to plead facts constituting strong circumstantial evidence of deliberat e
recklessness or conscious misconduct, ()ii) failed to identify any false or misleading statement
made by any of the defendants as required under the Exchange Act, (v) that the statements
identified by Lead Plaintiff were protected by the bespeaks caution doctrine, and (vi) failed to
state claims under the Exchange Act or the Securities Act because Lead Plaintiff failed to plead
fraud with the requisite particularity under Fed R Civ P 9(b)
54, Lead Plaintiff opposed the motions on November 4, 2002 With the filing o f
Defendants' reply memoranda on November 19, 2002, the motions were deemed fully submitte d
55 On December 10, 2002, the Court requested supplemental briefing on the issue o f
whether the Amended Complaint sounded in fraud sufficient to apply Fed R. Civ P 9(b) to
Lead Plaintiff's Securities Act claims On February 4, 2003, the Court issued a comprehensiv e
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order granting in part and denying in part Defendants' motions to dismiss, and dismissing the
Amended Complaint with leave to amend In particular, the Court sustained Lead Plaintiff's
Securities Act claims, asserted in Counts I, 11, and III against all Defendants, except Defendant
Savoie with regard to Count II The Court found that as to Counts IV and V - the Exchange Act
claims - Lead Plaintiff failed to adequately plead facts giving rise to a violation of the Exchange
Act Pursuant to the February 4" Order, the Second Amended Complaint was filed on behalf o f
~ Lead Plaintiff and LSERS
1 Informal Inte rv iews
56. Throughout the pendency of this Action, Co-Lead Counsel identified numerous
material witnesses who provided relevant information pertaining to Plaintiffs ' claims The
information derived from these interviews was important and served as the factual basis for the
detailed allegations contained in the amended complaints
2 Expert s
57 During the litigation, Co-Lead Counsel conferred on many occasions with a
consultant with expertise about loss causation and damage analysis issue s
58 Plaintiffs' damages expert analyzed the potential recoverable damages and the
materiality of the alleged false and misleading statements The damage consultant also assiste d
in formulating the Plan of Allocation in connection with the Settlement
III SETTLEMENT
A Settlement Negotiations
59 Settlement negotiations began soon a fter Plaintiffs filed the Second Amended
Complaint The settlement negotiations took place at arm ' s-length between experienced counse l
for both sides
60 Throughout the course of the negotiations, Co-Lead Counsel consulted
extensively with their damages expert Defendants strongly disputed the analysis and
conclusions of Plaintiffs' damages expert, particularly the amount of recoverable damages
Defendants argued that any damages to the Class were caused by market factors, notably, th e
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sudden collapse of the CLEC market Co-Lead Counsel, together with Plaintiffs' damages
expert, analyzed and attempted to refute Defendants' conclusions Settlement discussions were
further complicated by the financial condition of Turnstone, which had ceased all material direct
selling activitie s
61 On July 9, 2003, the parties participated in mediation before Judge Lynch In
advance of the July 9, 2003 mediation, Co-Lead Counsel prepared a detailed, confidential ,
mediation statement setting forth the history of the Action and the key evidence Co-Lea d
Counsel had obtained in support of the allegations in the Second Amended Complaint During
the mediation session, Co-Lead Counsel and Defendants' counsel made presentations to Judg e
Lynch concerning their respective views regarding the merits of the Action and the various issues
with respect to establishing liability and damages In addition, the parties discussed the
Company's financial condition, including the fact that Turnstone has ceased all manufacturing
and selling operations
62 Upon reaching an agreement , the parties and Judge Lynch participated in a
I telephonic conference in which the Court was apprised of the successful resolution of the Actio n
B The Significant Litigation Risks of Establishing Defendants' Liabilit y
63 As both parties acknowledged, there were substantial risks of establishing both
liability and damages and recovering any judgment The core of Plaintiffs' case (and damages )
was that the Registration Statement/Prospectus signed by Defendants Tinsley and Duffl e
contained materially false statements concerning the functioning and performance of Tumstone's
principal product, the CX100
64 Defendants raised two principal affirmative defenses (a) the underlying factual
premise for the Second Amended Complaint is wrong, namely, that product returns were de
minimus and customer satisfaction with Tumstone and its products was very favorable, and (b)
even if the allegations are proven, factors other than any alleged untrue statement of material fact ,
omission of material fact,-or misleading statement of fact caused Plaintiffs' alleged damage s
65 During the litigation, Defendants produced numerous documents to Plaintiffs ,
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including documents relating to Turnstone's customer complaints, product returns, and
installation problems After reviewing the Company's documents, Co-Lead Counsel concluded
that while the Company had experienced product-related and installation-related customer
complaints, customer satisfaction was not unusually lo w
66 Instead, discovery showed that Turnstone's CLEC customers - which were highl y
leveraged, undercapitalized, start-up companies - had increasing difficulty obtaining the vendor-
financing upon which they relied to build service networks As a consequence, the demand for
Turnstone's products rapidly dropped as the CLECs were unable to continue building service
networks
67 In sum, Co-Lead Counsel believes that this was a very difficult case, and that
there were substantial risks of establishing liability
68 While the risks of establishing liability were considerable, the risks of provin g
damages - and of recovering a judgment - were at least as substantial, if not more so Even if
Plaintiffs were able to establish Defendants' liability, there was a considerable risk that a jury (or
this Court on summary judgment) could determine that damages were, primarily , the result of the
sudden collapse of the CLEC market and that Plaintiffs and the Class were ent itled to far less
than the Settlement amount - and a significant risk that Pla intiffs could recover nothing
69 Plaintiffs' damages expert opined that, assuming Plaintiffs prevailed on all thei r
I claims , likely recoverable damages would be approximately $50 million However, Defendant s
vigorously disputed this amount
70 Had this case proceeded to trial and Plaintiffs obtained a judgment, Defendant s
would have obviously appealed, and the Company's resources would undoubtedly be seriously
depleted by the time any judgment became final Based upon Co-Lead Counsel's experience in
litigating complex securities actions, Co-Lead Counsel believe that a trial of this action would
not have occurred for at least one year, and by that time the Company's assets would likely be
significantly diminished Thus, while damages may have been approximately $50 million,
Plaintiffs and Co-Lead Counsel understood that, even if they were successful at tnal, there was a
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litigation
71 In light of the risks of establishing liability and collecting a judgment , Co-Lead
Counsel and Plaintiffs respectfully submit that the Settlement represents an outstanding result fo r
the Class The Settlement will provide Class Members with a substantial benefit now, rathe r
I than after years of continued litigation Based on these considerations, Plaintiffs respectfull y
submit that the Settlement is fair , reasonable and adequate and should be approved by the Court
C Mailing And Publication Of Notice Of Se tt lement
72 The Court' s order preliminarily approving the Se ttlement and providing for notic e
was entered on July 25, 2003 (the "Notice Order") It directed Co-Lead Counsel to cause the
mailing of the Notice of Proposed Settlement of Class Action (the "Notice") and the Proof o f
Claim and Release (the "Proof of Claim") to all potential Class Members identifiable with
reasonable effort by August 1, 200 3
73 The Notice Order also directed Co-Lead Counsel to cause the Summary Notice for
Publication ("Publication Notice") to be published in Investor's Business Daily on or befor e
August 1, 200 3
74 Submitted concurrently herewith is the Affidavit of Shandarese Gan, Assistan t
Vice President of Securities Operation of the Garden City Group, the Claims Administrator,
stating that over 5,634 Notices have been mailed to potential Class Members, and that the
Publication Notice was published in Investor's Business Daily on August 1, 2003, as directed by
the Court Affidavit of Shandarese Garr, sworn to September 25, 2003 ("Garr Affidavit" or
"Garr Aff "), ~¶ 7, 9, Ex C
75 Neither Co-Lead Counsel nor the Claims Administrator have received an y
I objections to the Settlement or Plaintiffs' request for the award of 25% of the Settlement Fund a s
attorneys' fees, plus reimbursement of expenses up to $150,000 9 Garr Aff , ~ 10 Co-Lead
9 Plaintiffs' Counsel are seeking reimbursement of $104,263 60 in expenses,substantially less than provided in the Notic e
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Counsel respectfully submit that the reaction of the Class militates strongly in favor of approvin g
both the Settlement and the request for the award of attorneys' fees and expenses ' 0
IV THE PLAN OF ALLOCATIO N
76 The objective of the proposed Plan of Allocation is to equitably distribute th e
Settlement proceeds to those members of the Class who suffered economic losses as a result of
the misrepresentations in the Registration StatementiProspectus, as opposed to losses caused by
market, industry, or other factors The misrepresentations alleged in this case relate primarily to
the performance and functionality of the Company ' s primary product, the CX100 Thes e
misrepresentations increased investors' expectations of the Company's future prospects These
misrepresentations artificially inflated the price of Turnstone common stock in the Secondary
Offering Based on Plaintiffs ' damages expert's review of the available information , curative
disclosures occurred on November 6, 2000 - when Turnstone announced revenue and EPS
declines for the qua rter ending December 31, 2000 due "to increased weakness among its
competitive local exchange carrier (CLEC) customers and recent changes to their capital
spending plans " - and January 2, 2001 - when Turnstone announced that its 4th Qua rter 2000
revenue would be 37% lower than consensus market analyst estimates , and that the Company
forecasted an operating loss of $12 million to $14 million for the quarter On each occasion,
Turnstone's stock price suffered a statistically significant price decline The economic losses
resulting from these corrective disclosures provides a reasonable basis for allocating the
settlement proceeds among Se tt lement Class Members Declaration of Bjorn I Steinholt, dated
September 25, 2003 ("Steinholt Decl "), at 117-1 0
77 The ent irety of the Net Se ttlement Fund will be distributed to Authorize d
Claimants based on a pro rata basis
10 Two individuals - Katherine K Bingham and Patricia Leonard - have requestedexclusion from the Class However, according to their exclusion requests, neither Ms Bingham norMs Leonard purchased Turnstone stock pursuant to the Secondary Offering Joint Decl , ¶ 77, GarrAff, ¶ 10, Ex D Therefore, neither individual is a member of the Class
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PLAN OF ALLOCATION
The Net Settlement Fund will be distr ibuted to Se tt lement Class Memberswho submit valid and timely Proof of Claim forms ("Authorized Claimants")under the Plan of Allocation described belo w
razed C di N
Notice of Pendency and Proposed Settlement of Class Action (Stipulation, Ex A-1 at p 8) In
other words, the amount of an Authorized Claimant's claim does not necessarily equal the
recovery the Authorized Claimant will receive It simply determines the relative portion of Ne t
Settlement Fund an Authorized Claimant is entitled to receive, which could be more or less tha n
the claim amount
78 . Under the Plan of Allocation, claim valuation is based, inter alma, on the number
of Turnstone shares purchased in the Secondary Offering and whether such shares were retained
or sold, and, if sold, the date of the sale The Plan provides that for Authorized Claimants who
purchased Turnstone stock in the Secondary Offering and sold such shares prior to November 6,
2000 - the date of the first curative disclosure - the claim for each such share shall be $0. For
Authorized Claimants who purchased Turnstone stock in the Secondary Offering and sold such
stock during the period November 6, 2000 through January 2, 2001- after the first curative
disclosure, but prior to the second disclosure - the claim for each such share shall be $19 13 For
Authorized Claimants who purchased Turnstone stock in the Secondary Offering and retaine d
such stock at the end of January 2, 2001 - the date of the final curative disclosure - the claim for
each such share shall be $19 7 5
79 A Class member will be eligible to receive a distribution from the Net Settlement
Fund only if such Class member had a net loss, after all profits from transactions in Turnstone
common stock purchased in the Secondary Offering However, the proceeds from sales of shares
that are matched against shares held on September 26, 2000 will not be used in the calculation o f
such net loss
80 For Class members who purchased Turnstone common stock pursuant to the
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Secondary Offering and held Turnstone stock on September 26, 2000, the first-in, first-out
("FIFO") method will be applied to such holdings, purchases, and sales for purposes of
calculating a claim Under the FIFO method, sales of securities between September 26, 2000 and
January 2, 2001, will be matched in chronological order, first against shares held on September
26, 2000 The remaining sales of shares during the Class Period will then be matched, in
chronological order, against shares purchased pursuant to the September 26, 2000 Secondary
Offering The determination of the price paid per share and the price received per share shall be
exclusive of all commissions, taxes, fees, and charges Pursuant to the plan of allocation, the
Court reserves jurisdiction to allow, disallow, or adjust the claim of any Settlement Class
Member on equitable grounds
81 This Plan of Allocation was adequately explained in the Notice sent to Class
Members It was prepared in consultation with Plaintiffs' damages expert and tracks Plaintiffs'
theory of damages See Steinholt Decl at ~J 7-10 As detailed in the Steinholt Declaration, the
Plan of Allocation allocates the settlement proceeds to those Class members who suffered
economic losses as a result of the alleged misrepresentations in the Registration
Statement/Prospectus Id Accordingly, it is fair and equitable to the Class and should b e
approved .
V ATTORNEYS' FEES AND EXPENSES
82 Plaintiffs seek an award of attorneys' fees of 25% of the Settlement Fund, a
percentage that is well within the range for attorneys' fees awarded in this Circuit in cases of thi s
nature, and is reasonable based on the quality of counsels' work and the substantial benefit
obtained for Class Members in light of the risks discussed above
83 As set forth in the memorandum of points and authorities in support of Plaintiffs '
motion for an award of attorneys' fees and reimbursement of expenses submitted concurrently
herewith, the Ninth Circuit has consistently held that a fee of 25% of the common fund is the
"benchmark" award for attorneys' fees in class action litigation In securities class actions,
numerous district courts in this Circuit have awarded attorneys' fees of 25-30% Accordingly, an
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attorneys' fee award of 25% of the Settlement Fund fully comports with the Ninth Circuit' s
"benchmark" award for attorneys' fees in class action litigation
84 The reasonableness of Plaintiffs' Counsels' request is further demonstrated under
a lodestar/multiplier analysis Plaintiffs' Counsel spent in excess of 2,250 hours prosecuting th e
Action for a total lodestar in excess of $931,100 00 Accordingly, Plaintiffs ' Counsel seek a
11 multiplier of approximately 1 8 8
85 Plaintiffs' Counsel have efficiently and vigorously prosecuted the Actio n
Plaintiffs' Counsels' experience as counsel in class action and securities cases allowed us to
identify the complex issues involved in the Action and to formulate strategies to effectively
prosecute a litigation of this complexity Moreover, Plaintiffs' Counsel submit that their
reputations as attorneys able and willing to see a meritorious case through trial and appeals
assisted in the settlement negotiations
86 As discussed above, Plaintiffs' Counsel faced significant risks in pursuing this
Action This was not a case where any recovery was assured Compounding the risk, Plaintiffs '
Counsel have received no compensation during the more than two years that this Action has been
pending, their fees being totally contingent and dependent upon a successful result and an awar d
by this Court Plaintiffs' Counsel believe that the outstanding Settlement was the result of thei r
hard work, persistence, and skil l
87 Plaintiffs' Counsel also request reimbursement of the expenses incurred in
connection with the prosecution of the Action Plaintiffs' Counsel have submitted summaries
providing the basis for their expenses See Declaration of Jeffrey M Haber in Support of Joint
Petition for Reimbursement of Expenses, dated September 26, 2003, ¶ 5, Exhibits 1-9 Those
expenses are reflected in the books and records maintained by Plaintiffs' Counsel and are
accurate recordings of the expenses incurred Id In total, Plaintiffs' Counsel have incurred
reimbursable expenses in the amount of $104,263 60 Id Included in this amount are the fees
payable to Plaintiffs' expert who provided them with extensive assistance during this Action
Co-Lead Counsel respectfully submit that all of these expenses are reasonable and necessaril y
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incurred in connection with the prosecution of this Action
A Other Factors To Be Considered In SupportOf The Requested Attorneys' Fee Award
1 . Extent Of Litigation
88 As described above, this case was settled only after Co-Lead Counsel conducted
an extensive investigation into Defendants' violation of the federal securities laws, interviewe d
numerous material witnesses, thoroughly researched the law pertinent to the Class members '
claims and Defendants ' defenses , prepared and filed two detailed amended complaints specifying
Defendants ' violations of the federal securities laws, vigorously opposed Defendants ' motions to
dismiss the allegations detailed in the amended complaint , filed a supplemental memorandum
with regard to the applicability of Fed R Civ P 9(b) to Securities Act claims ; consulted
extensively with an expert in financial damage analysis , and engaged in hard fought, arm's-
length settlement negotiations with Defendants ' counsel , including mediation before Judge
Lynch
2 Risks Of Contingent Litigation
89 The Action was undertaken by Plaintiffs' Counsel on a wholly contingent basi s
From the outset, Plaintiffs' Counsel understood that they were embarking on complex,
expensive, and lengthy litigation (with no guarantee of compensation for the enormous
investment of time, money, and effort the case would require) In undertaking that responsibility ,
Plaintiffs' Counsel were obligated to assure that sufficient resources of attorneys were dedicated
to the prosecution of the Action and that funds were available to compensate staff and the
considerable out-of-pocket costs a case such as this entails Furthermore, lawyers that represent
hourly, fee-paying clients require their clients to pay fees as the work is done, creating funds for
investment and the creation of additional revenues Such additional revenues were not availabl e
to Co-Lead Counsel in this Actio n
3 Standing And Expertise Of Co-Lead Counse l
90 The expertise and experience of Co-Lead Counsel is described in the Firm
Resumes annexed hereto as Exs 1, 2 Co-Lead Counsel are among the most experienced and
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skilled practitioners in the securities litigation fiel d
4 Standing And Caliber Of Opposition Counse l
91 Defendants are represented by outstanding law firms and attorneys at Wilson
Sonsini Goodrich & Rosati and Sullivan & Cromwell, who spared no effort or expense in the
defense of their clients In the face of opposition of this caliber, Co-Lead Counsel developed this
case so as to persuade Defendants to settle the Action on a basis favorable to the Clas s
92 When Co-Lead Counsel undertook to represent Plaintiffs and the Class in this
matter, it was with the knowledge that the firms would spend many hours of hard work against
some of the best defense lawyers in the United States with no assurance of ever obtaining any
compensation for their efforts, or even for the overhead of their offices, which is an increasingly
substantial consideration Co-Lead Counsel were aware that the only way they would be
compensated was to achieve a successful result The benefits conferred on the Plaintiffs and th e
Class by this Settlement are particularly noteworthy in that a Settlement Fund was obtained for
the Class despite the existence of substantial risks and the vigorous defense mounted by
Defendants
VI CONCLUSIO N
93 For the reasons set forth above and in the accompanying ( 1) Memorandum of
Points and Authorities in Support of Final Approval of Settlement and Approval of Plan of
Allocation of Settlement Proceeds , (2) Memorandum of Points and Authorities in Support of
Plaintiffs ' Application For Award of Attorneys' Fees and Reimbursement of Expenses , (3) the
Steinholt Declaration , (4) the Garr Affidavit, an d (5) the Declaration of Jeffrey M Haber in
Support of Joint Petition for Reimbursement of Expenses, submitted concurrently herewith, we
respectfully submit that (1) the Settlement is fair, reasonable and adequate and should be
approved, (ii) the Plan of Allocation represents a fair method for the distribution of the Net
Settlement Fund among Class Members and should also be approved, and (iii) the application for
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attorneys' fees and reimbursement of expenses should be granted .
Dated September 30, 2003 Respectfully submi tted,
BERNSTEIN LIEBHARD & LIFSHITZ, LL P
TIMOTHY MACFALLDANIELLE MAZZINI-DALY10 East 40th Stree tNew York, NY 10016Tel (212) 779-1414Fax (212) 779 .321 8
BERNSTEIN LITOWITZ BERGER& GROSSMANN LL P
LAIR A NICHOLAS
ALAN SCHULMAN12544 High Bluff Drive, Suite 150San Diego, CA 9213 0Tel (858) 793-0070Fax (858) 793-0323
- and -DOUGLAS M McKEIGE1285 Avenue of the AmericasNew York, NY 1001 9Tel (212) 554-1400Fax (212) 554-1444
Co-Lead Counsel for Lead PlaintiffRADIANT ADVISERS, LLC
JOINT DECLARATION OF JEFFREY M HABER ANDBLAIR A NICHOLASCV NO C01-1256(SBA) -26-
BERNSTEIN LIEBHARD & LIFSHITZ, LL P
10 East 40'h Street 2050 Center Avenue 231 State Stree tNew York, New York 10016 Fort Lee, New Jersey 07024 Harrisburg, PA 17101(212) 779-1414 (201) 592-3201 (717) 234-664 6
www bernlieb co m
BERNSTEIN LiEBHARD & LIFSHITZ, LLP was established in 1993 as a boutique specializin g
in the representation of plaintiffs in class, group and individual securities , derivative , antitrust
and consumer protection cases through the United States The firm has grown to over twent y
lawyers, with offices in New York, New Jersey and Pennsylvani a
Our attorneys - including former prosecutors and SEC trial lawyers - have tried hundred s
of cases before both state and federal courts We have been appointed lead counsel in numerou s
class actions around the country and have actively tried and/or settled scores of actions to
successful conclusions Currently, the firm serves in a lead counsel position in several of the
largest pending securities fraud class actions , including In re Initial Public Offering Securities
Litigation , and In i e Xerox Securities Litigation, and is pursuing claims seeking billions o f
dollars on behalf of investors
We have significant experience in prosecuting complex securities class actions Fo r
example, the firm, as a lead counsel, has successfully obtained many multi-million dollar
settlements of securities class actions and complex cases These cases include Bankers Trust
Securities Litigation ($58 million), Bausch & Lomb, Inc Securities Litigation ($42 million) ,
Riscorp Inc Securities Litigation ($21 million), AXA Financial Shareholders Litigation ($500
mil lion increased merger consideration), Lin Broadcasting Corporation Shareholders Litigation
($64 million increased merger consideration), and Arco Chemical Company Shareholders
Litigation ($17 6 million)
The firm has had particular success in using litigation to accomplish corporate
governance improvements for shareholders We have served as lead counsel in numerous
corporate governance and corporate takeover litigation (both hostile and fnendly) on behalf of
stockholders of public corporations, and have prosecuted actions challenging numerous highly
publicized corporate transactions which violated fair process and fair price, and the applicability
of the business judgment rule These efforts brought about multi-million dollar improvements in
transaction terms and in strengthening the democratic rights of public shareholder s
In In re Sears and Roebuck Derivative Litigation, founding partner Stanley D Bernstei n
pioneered the use of litigation to achieve corporate governance reform in the early 1990's ,
gaining the addition of outside directors to Sears's board, and expanding the role of outside
directors in the company's nominating committe e
In In re Archer Daniels Midland Corp Derivative Litigation the firm, as lead counsel ,
effected important corporate governance improvements such as the requirement that the majority
of the board be comprised of outside directors, creation of a nominating committee, requiring th e
audit committee to oversee corporate compliance, and requiring that the audit committee b e
composed of outside directors
In Arco Chemical Company Shareholders Litigation, the firm's advocacy led the
Delaware Supreme Court to require the company to broaden the rights of public shareholders i n
change of control transactions
Recently, the firm successfully represented the public stockholders of Quickturn Desig n
Systems, Inc in a trial in the Delaware Chancery Court, which invalidated a modified "dead-
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hand" poison p ill anti-takeover provision The Delaware Supreme Court affirmed the tria l
verdict, paying the way for a takeover of Quickturn at a substantial premiu m
The firm's efforts in In re Foamex International Inc Shareholders Litigation
accomplished corporate governance improvements such as the requirement that the compan y
appoint two independent directors, constitute a nominating committee to search for and
recommend new independent directors , and that any related party transaction be reviewed an d
approved by a majority of disinterested directors
OUTSTANDING REPUTATION WITH THE JUDICIARY
Courts have repeatedly praised the efforts of the firm and its partners For exampl e
Judge Denise Cote, in approving a recent settlement where the Firm served as sole leadcounsel, found that "Plaintiffs are represented by counsel who are skilled in federalsecurities and class action litigation Counsel have been diligent and well prepared.Jeffrey Haber, in particular, was especially helpful Plaintiffs' counsel has performedan important public service in this action and have done so efficiently and with integrity. . . You have the thanks of this court ." In re Take Two Interactive Software, IncSecurities Litigation, 01 Civ 9919 (S D N Y ), Transcript of Hearing, October 4, 2002, at40, 44
Vice Chancellor (now Delaware Supreme Court Justice) Myron T Steele, in approving ashareholder class action settlement, stated "I'm impressed with the innovative natureof the benefit that's been provided It's my turn to make a compliment in open courtthat the plaintiff is represented by highly competent counsel, a counsel that demonstratesconsistently to me an incredible work ethic in achieving the benefits that were achievedhere " In re Illinois Central Corporation Shareholders Litigation, C A 16184 (Del Ch ),Transcript of Hearing, Feb 25, 1999 at 29-3 0
Judge Wayne Andersen of the Northern District of Illinois, in approving a proxy fraudsettlement, commented to partner Stanley Bernstein "Mr Bernstein, it has actually beena pleasure getting to know and work with you on this [Y]ou make a really goodpresentation " Hager v Schawk, Inc , No 95 C6974 (N D III ), Transcript of Hearing,May 21, 1997 at 22
In approving a settlement on beh alf of the purchasers of Tower Air , Inc securities anddescribing the Firm 's services for the class as sole lead counsel , Judge Reena Raggi of theEastern District of New York commented that "[t]he quality of the legal work
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throughout has been high and conscientious . "In re Tower Air, Inc SecuritiesLitigation, 94 Civ 1347 (E D N Y ), Transcript of Hearing, February 9, 1996 at 5 2
Judge Robert Cindrich of the Western District of Pennsylvania, in approving a securitiesfraud settlement, endorsed the findings that "Counsel have been professional andrealistic in this matter The court has been impressed with the competence andcandor of counsel " DeCicco v American Eagle Outfitters, Inc C A 95-1937 (W D.Pa ), Report and Recommendation of Magistrate Judge Kenneth Benson, November 25,1996 at 6 (adopted as opinion of Court by Judge Cindrich, December 12, 1996 )
FIRM BIOGRAPHY
Partners
Stanley D Bernstein is a 1980 graduate of the New York University School of Law ,
where he was an editor of the Journal of International Law and Politics He is a frequent lecture r
on directors and officers liability, class action and securities law issues at seminars organize d
nationwide by Practising Law Institute, The American Conference Institute, Tillinghast-Towers
Perrin and other organizations Prior to forming Bernstein Liebhard & Lifshitz, LLP, Mr
Bernstein practiced securities and commercial litigation at Weil, Gotshal & Manges, Gelberg &
Abrams and Kreindler & Kreindler Mr Bernstein is vice chair of the Plaintiffs' Executiv e
Committee in In re Initial Public Offering Securities Litigation, and was lead counsel in many of
the leading securities cases enforcing and expanding the rights of shareholders, including In re
Sears, Roebuck Derivative Litigation and In re Archer Daniels Midlands Corp Derivative
Litigation, (pioneering cases which improved corporate governance at both companies), In re
Bankers Trust Securities Litigation (largest recovery ever on behalf of defrauded securities
sellers - $58 million), and, Shapiro v Quickturn Design Systems (successfully tried in Delaware
Chancery Court and affirmed by Delaware Supreme Court, invalidating anti-takeover device )
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He has been lead counsel in scores of securities class actions and is one of the most activ e
litigators in the nation on behalf of shareholder nghts in the Delaware Chancery Court wher e
most important corporate governance litigation is conducted He has tned many cases in stat e
and federal court, and has successfully argued appeals on behalf of shareholders to the Delawar e
Supreme Court and the United States Second Circuit Court of Appeals He is admitted to th e
Bars of the States of New York and Florida
Sandy A Liebhard is a 1988 graduate from Brooklyn Law School and has practiced al l
aspects of securities law for the past 15 years He has been lead or co-lead counsel in such majo r
securities cases as AXA Financial Shareholders Litigation ($500 million in increased merge r
consideration), Lin Broadcasting Corporation Shareholders Litigation (recovering $64 millio n
in increased merger consideration), Bausch & Lomb, Inc Securities Litigation (achieving a $42
million recovery for defrauded shareholders), and In re Tenneco Securities Litigation ($50
million recovery) Mr Liebhard presently serves as lead or co-lead counsel in such major case s
as In re Terayon Communication Systems, Inc Securities Litigation, In re Revlon, Inc Securitie s
Litigation, In re BellSouth Corp Securities Litigation, and is currently serving on Plaintiffs '
Executive Commi ttee in In re Initial Public Offering Securities Litigation He is admitted to th e
Bars of the State of New York and the United States District Cou rt for the Southern and Eastern
Districts of New York
Mel E Lifshitz is a 1989 graduate of Brooklyn Law School Mr Lifshitz's practice
focuses on securities and consumer class action litigation lie most recently achieved a $5 8
million settlement on behalf of shareholders in the Bankers Trust Securities Litigation, was co-
lead counsel in Riscorp Inc Securities Litigation, which resulted in a $21 million settlement on
behalf of shareholders, and is currently co-lead counsel in the In re Federated Department Stores
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Securities Litigation , Chairman of the Executive Commi ttee in In re Abercrombie & Fitch Co
Securities Litigation, co-lead counsel in In re Xerox, Inc Securities Litigation, co-lead counsel in
In re Deutsche Telekom AG Securities Litigation, co-lead counsel in In re Cigna Corp Securities
Litigation, as well as lead and co-lead counsel in many other large securities class actions H e
was also the lead counsel in Tuchman v Volvo Cars of North America, Inc , a consumer clas s
action which resulted in a settlement value of more than $30 million He is admitted to the Bar s
of the State of New York and the District of Columbia, the United States Court for the Souther n
District of New York and the Eastern District of New York
Keith M Fleischman received his B A degree from the University of Vermont in 198 0
and a J D degree-from California Western School of Law in 1984 Upon graduation from la w
school, he was an Assistant District Attorney in the Rackets and Major Offense Bureau of th e
Bronx County District Attorney's Office and a Member of the Joint Bronx District Attorney' s
Office/United States Attorney's Office, Southern District of New York investigation int o
corruption by New York City Public Officials In 1988, he joined the United States Departmen t
of Justice as a Trial Attorney in the Fraud Section, and in 1990 he served in the United State s
Attorney's Office, District of Connecticut, as an Assistant United States Attorney Until joinin g
the Firm in early 2003, Keith was a Partner and on the Management Committee of Milber g
Weiss Bershad Hynes & Lerach, LLP
During his eight years as a prosecutor, Mr Fleischman tried numerous cases to verdic t
and served as Chief Trial Counsel in one of the largest savings and loan prosecution s
successfully brought by the federal gove rnment , including United States v Heath, 970 F 2d 1397
(5th Cir 1992) Additionally, he served as a Trial Practice Instructor for the Attorney General' s
Advocacy Institute, U S Department of Justice, as a member of the New England Bank Frau d
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Task Force, Coordinating Committee, and the Connecticut Bank Fraud Working Group Keit h
has also received awards from the Director of the FBI and the Attorney General for his wor k
while serving in the Justice Department
In 1995, Mr Fleischman was plaintiffs' Chief Trial Counsel in Robbins v Koger
Properties, Inc, 116 F 3d 1441 (11th Cir 1997), in which a Federal jury found Deloitte &
Touche liable for securities violations and awarded the class $81 3 million after a month-lon g
trial Additionally, Mr Fleischman also successfully argued before the Second Circuit the cas e
of Novak v Kasaks, 216 F 3d 300 (2d Cir 2000), the precedent- setting decision regarding th e
pleading standard and disclosure of confidential informants under the PSLRA Mr Fleischma n
has also served as lead or co-lead counsel and on the executive committee for many notable an d
successful litigations including America Online, Ann Taylor, Motorola, Aetna and John Hancoc k
which collectively resulted in hundreds of millions of dollars in settlements to the respective
classes
Mr Fleischman is a member of the Bar of the State of New York, the United States
District Court for the Southern District of New York, the Second and Eleventh Circuit Courts o f
Appeals, and the United States Supreme Court He lectures in the U S and abroad on the
investigation, litigation and prevention of Securities Frau d
Jere M Haber received his B S from the State University of New York at Buffalo in
1985, graduating magna cum laude as a member of Phi Beta Kappa He received his J D in
1988 from Hofstra University School of Law, where he was a notes and comments editor for th e
International Property Law Journal Upon graduation , Mr Haber concentrated his practice i n
securities and commodity law, with a New York law firm, where he represented both plaintiffs
and defendants in litigations in various state and federal courts and in arbitrations in self-
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regulatory agencies In 1991, Mr Haber became associated with, and later a member of, a Ne w
York plaintiffs' firm, Weschler Harwood LLP, where he concentrated his practice on securities-
and consumer-fraud class actions, antitrust class actions, and shareholder-rights litigation I n
April 2000, Mr Haberjoined Bernstein Liebhard & Lifshitz, LLP as a partner, concentrating hi s
practice in complex class action litigation involving shareholders' rights, securities fraud, an d
consumer protection In his career, Mr Haber has been a member of multiple trial teams in civil
cases, and has conducted numerous securities arbitrations before the NASD and NYSE
Mr Haber has been lead counsel, co-lead counsel, or a member of an executive
committee in a number of notable and successful class action litigations, including In re Taxable
Municipal Bonds Litigation (E D La) ($ 110 mil lion se tt lement ) and In re JDNRealty Corp
Securities Litigation (N D. Ga) ($16 8 million settlement) Mr Haber also has been lea d
counsel, co-lead counsel, or a member of an executive committee in a number of successfu l
shareholder rights litigations , including In re The Times Mirror Co Shareholders Litigation ,
(Del Ch) ( settlement benefit in excess of $20 million ) and Edge Partners L. P v Dockser, ( D
Md) (settlement benefit in excess of $ 11 million) Mr Haber played a key role in the factua l
investigation of In re Home Shopping Network Inc Derivative Litigation (S D Fla ), which led
to a settlement benefit in excess of $20 million He also played a significant role in the
investigation and prosecution ofIn re Banc One Securities Litigation (N D Ill ), which resulted
in a $45 million settlement Mr Haber further served as lead counsel in a precedent -setting
decision under the Investment Company Act of 1940 regarding the independence of directors
serving on multiple boards of mutual funds operated by the same investment company Mr
-Haber is currently co-lead counsel in In re Xerox Securities Litigation (D Conn ), among other
notable securities class actions
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Mr Haber is admi tted to the Bar of the State of New York, the United States Court of
Appeals for the Fifth Circuit, and the United States District Courts for the Southern and Easter n
Districts of New York, the Western District of Pennsylvania, and the District of Anzona
Robert J Berg graduated from Amherst College cum laude with a B A degree in 1979,
majoring in Economics and Psychology Mr Berg received a J D degree in 1983 from the
University of Chicago Law School, and he also received an M B A degree from the Universit y
of Chicago Graduate School of Business in 1983 Mr Berg began his career as an attorney in
1983 at Skadden , Arps, Slate , Meagher & Flom, in New York , where he specialized in antitrus t
litigation, and continued his career at LeBoeuf, Lamb, Greene & MacRae Mr Berg then joine d
Wolf Popper LLP, and Lite DePalma Greenberg & Rivas, where he concentrated his practice o n
representing plaintiffs in securities and consumer fraud class actions In 1998, Mr Berg Joined
Bernstein Liebhard & Lifshitz, LLP where he concentrates his practice in complex class action
litigation involving shareholders' rights, securities fraud, consumer fraud, false advertising, an d
antitrust issues Mr Berg presently is one of the liaison counsel in the In re Initial Publi c
Offerings Securities Litigation He was one of lead atto rneys representing plaintiffs in Bankers
Trust Securities Litigation, which was settled for $58 million in May 2002, a few weeks before
teal Mr Berg is co-lead counsel for plaintiffs in In re Deutsche Telekom AG Securitie s
Litigation He is also a member of Plaintiffs' Executive Committees in major antitrust clas s
actions against Venzon, SBC, and BellSouth Prior to joining the firm, Mr Berg was the chie f
plaintiffs ' attorney in Princeton Economics Group, Inc v AT&T Corp , a national consumer
fraud class action against AT&T for false advert ising , which was one of the largest consumer
fraud cases ever settled in the New Jersey state court system (a settlement valued by the Court at
over $90 million) Mr Berg and the firm have also achieved other large settlements in national
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consumer fraud class actions , such as Tuchman v Volvo Cars of North America, Inc (more than
$30 million ) and Barton v Saab Cars of North America, Inc ($4 25 m illion ) Mr. Berg i s
admitted to the Bars of the States of New York and New Jersey, the federal cou rts of the
Southern and Eastern Districts of New York and the District of New Jersey, and the Courts o f
Appeals for the Second , Third, and D C Circuits Mr Berg is the Resident Partner in the firm's
New Jersey office Mr Berg has been a member of the Trade Regulation Committee and th e
Consumer Affairs Committee of the New York County Lawyers Association, and has been an
arbitrator for the Civil Court of the City of New York
Francis P Karam graduated from Holy Cross college in 1977 with an A B in the
Classics , and in 1981 received his J D from Tulane University School of Law Upon graduation ,
he practiced Admiralty and Maritime law with a New York law firm, where he represented
international insurance companies in commercial arbitrations and litigation in various Federa l
courts From 1984 to 1990, Mr Karam was an Assistant District Attorney in the Bronx, where h e
served as a senior Trial Attorney in the Homicide Bureau He entered private practice in 1990 ,
specializing in trial and appellate work in state and federal courts Before joining the firm, Mr
Karam was a partner at Milberg , Weiss, Bershad , Hynes & Lerach LLP Mr Karam has, in hi s
career, tried over 100 criminal and civil cases, including complex cases involving tax fraud an d
commercial fraud He has argued numerous appeals in the State and Federal courts Recently ,
Mr Karam played a significant role in the factual investigation and successful opposition to th e
defendants' motions to dismiss in In re Enron Securities Litigation He was co-lead counsel in In
re Thomas and Betts Securities Litigation where he achieved a $46 5 million settlement on behal f
of the shareholder class He-is currently co-lead counsel in In re Xerox Securities Litigation Mr
Karam concentrates his practice in complex class action litigation involving shareholders' right s
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and securities fraud Mr Karam is an active teacher and lecturer for the National Institute of Tria l
Lawyers, and recently was a panelist at the ABA Business Law section seminar Corporate
Accounting in the Wake of Enron He is admitted to the Bars of the State of New York and the
Commonwealth of Pennsylvania, the United States Court of Appeals for the Second Circuit, an d
the United States District courts for the Southern and Eastern Districts of New York
Rebecca M Katz is a 1990 graduate of Hofstra University School of Law where she was a
member of the Hofstra Law Review . She has been prosecuting securities fraud cases on behal f
of the SEC and private investors since the early 1990's As Senior Trial Counsel in the
Enforcement Division of the U S Securities and Exchange Commission from 1993 - 1998, sh e
prosecuted major cases involving violations of the federal securities laws, including inside r
trading, market manipulation, and accounting fraud Representative cases include SEC v
Karczewski, et al , (Stockbridge Funding) (S D N Y ), SEC v Dillon et al , (Business Week) ( D
Conn ), SEC v F N Wolf & Co, Inc, et al, (S D N Y), SEC v Sarivola, et al, (S D N Y 1995)
Prior to joining the firm in 2001, she was associated with Lieff, Cabraser , Heimann & Be rnstein ,
LLP where she served as Counsel for plaintiff classes in several securities cases, includin g
Dietrich v Bauer , et al, (S D N Y ) (securities class action involving trading in the secu rities of
Scorpion Technologies Inc ), and is presently serving on Plaintiffs' Executive Committee in In re
Initial Public Offering Securities Litigation (S D N Y ) She is admitted to the New York State
Bar and to the bars of the federal district courts for the Southern and Eastern Districts of New
York
U Seth Ottensoser graduated with high honors in 1992 from Queens College of the City
University of New York, where he was elected to and became a member of phi beta kappa M r
Ottensoser received a J D degree in 1995 from the University of Southern California School o f
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Law Mr. Ottensoser concentrates his practice in the areas of merger and acquisition litigation ,
securities class actions and corporate litigation He is a frequent lecturer on the issues of civi l
procedure , federal practice, class actions and corporate gove rnance and has written extensivel y
and been published on those matters Mr Ottensoser has served as a member of the Specia l
Committee on Mergers, Acquisitions and Corporate Control Contests of the Association of th e
Bar of the City of New York Before joining Bernstein Liebhard & Lifshitz, LLP, he was a
partner at Milberg Weiss Bershad Hynes & Lerach LL P
Mr Ottensoser has been involved in many successful class actions, including In re
Aetna, Inc Securities Litigation ($82 5 million recovery), In re Triton Energy Ltd Securities
Litigation ($49 5 million recovery), In re Ascent Entertainment Derivative Litigation ($40
million derivative settlement relating to the sale of the Denver Nuggets and Colorado
Avalanche), In re Waste Management Derivative Litigation ($25 million recovery), and In re
Kinkos Shareholder Litigation ($ 8 5 million recovery for class consisting of approximately 160
shareholders) He is admitted to the Bars of the State of New York and the United States Court s
for the Southe rn and Eastern Districts ofNew York
Senior Counsel
William A K Titelman is a 1980 graduate of The Dickinson School of Law Throughou t
his career, he has been actively involved in government, public policy and politics Mr Titelma n
began his career in the administration of Pennsylvania Governor M ilton Shapp , serving in several
key positions including Director of Motor Vehicles and Special Assistant to the Governor fo r
Government Management Then, after law school, Mr Titelman led the Pennsylvania Trial
-Lawyers Association for nearly a decade -Subsequently, he became a partner at Klett Roone y
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Lieber & Schorling, LLP, a leading Pennsylvania law firm, where he served on the firm's Boar d
of Directors and chaired both its Harrisburg office and its Administrative Law and Governmen t
Affairs Practice Group Among his accomplishments , he organized and led a national campaig n
involving shareholders, including major public pension funds and other institutional investors,
shareholder rights activists, former SEC Commissioners, leading economists and deans o f
business and law schools, to oppose and successfully amend Pennsylvania Senate Bill 1310 ,
which The Wall Street Journal described as the most onerous anti-takeover, anti-shareholder bil l
ever proposed in the United States Mr Titelman went on to serve as Executive Vice President ,
Managed Care and Public Affairs, at a Fortune 200 corporation Prior to joining Bernstein
Liebhard & Lifshitz, LLP, he was a partner in the Washington D .C. office of Duane Morris, LLP ,
a 500-lawyer national law firm
Mr Titelman is a prominent Democratic fund raiser He is currently Co-Chair of th e
National Finance Committee of the Democratic Governors Association Most recently, he serve d
as National Finance Chair for the election of Pennsylvania Governor Ed Rendell Additionally ,
Mr Titelman has served the Democratic National Committee as Co-Chair of its Majo r
Supporters Council and, in 2000 , as a Finance Vice Chair and Co-Chair of Convention Affair s
He was an early supporter of President Bill Clinton and served on his National Financ e
Committee in both campaigns and as a member of the Electoral College Mr Titelman has als o
been active with the Democratic Senate Campaign Committee, the Democratic Congressiona l
Campaign Committee, and as a founding member of Senator Tom Daschle' s political action
committee (DASHPac) In a unique exception, he was one of six statewide Finance Chairs for
-the election of Pennsylvania Governor Tom Ridge, a Republican Mr Titelman is admitted t o
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the Bars of the Commonwealth of Pennsylvania and the United States District Court for the
Middle District of Pennsylvania
Of Counsel
Timothy J MacFall is a 1985 graduate of Brooklyn Law School Mr MacFal l
concentrates in complex class-action litigation involving shareholders' rights, securities fraud ,
and antitrust issues Mr MacFall has previously served as a Special Assistant United State s
Attorney in the Southern District of New York, a Trial Attorney in the Immigration &
Naturalization Service, and an Assistant District Attorney in Kings County, New York He is a
member of the Bar of the State of New York, and is admitted to practice before the United States
District Courts for the Southern and Eastern Districts of New York and the District of Colorado ,
and the United States Court of Appeals for the Second Circui t
Mark T Millkey received an M A in English from the University of Virginia in 1983, and
a J.D from the University of Virginia in 1987 He has practiced as an associate at Powell ,
Goldstein, Frazer & Murphy in Atlanta and at Simpson Thacher & Bartlett in New York, and a s
Special Counsel at Milberg Weiss Bershad Hynes & Lerach, LLP in New York . Mr Millkey has
extensive experience in consumer-fraud, securities-fraud, and derivative litigation at both the
trial and appellate level Mr Millkey is admitted to the Bars of the States of New York and
Georgia
Associates
Abraham I Katsman is a 1989 graduate of the Cardozo School of Law and has practice d
all aspects of securities litigation, including trial, since that time He is admitted to the Bars o f
the States of New York and New Jersey and the District of Columbi a
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Michael S Egan is a 1991 graduate of the Fordham University School of Law and
received a L L M in International Law from the Georgetown University School of Law in 1992
Mr Egan has practiced securities and class action litigation exclusively since 1993 He i s
admi tted to the Bar of the States of New York and New Jersey
Maa U Hoover is a 1992 graduate of the Fordham University School of Law M s
Hoover has practiced securities and commercial litigation almost exclusively since that tim e
She is admi tted to the Bars of the States of New York and Connecticut
Felecia Stern is a 1992 graduate of the University of Pennsylvania Law School where sh e
served on the editorial board of the University of Pennsylvania Law Review Ms Ste m
previously clerked for the Honorable Francis X Altiman of the United States Court of Appeal s
for the Second Circuit Prior to joining Bernstein Liebhard & Lifshitz, LLP, Ms Stem was
associated for years with the firm of Simpson Thacher & Bartlett where she represented
defendants in securities class actions, complex commercial litigation, and SEC and othe r
governmental investigations Ms Stem concentrates her practice in complex class action
litigation involving shareholders' rights and securities fraud issues She is admitted to the Bar o f
the State of New York
Ronald J Aranoff is a 1995 graduate of Benjamin N Cardozo School of Law Mr
Aranoff has previously served as an Assistant District Attorney in Kings County, New York ,
where he successfully tried numerous cases to verdicts and as a civil and criminal litigator Mr
Aranoff concentrates his practice on consumer class action litigation He is admitted to the Ba r
of the State of New York
Jose h-R Seidman Jr is a 1997-graduate of St John's University School of Law and ha s
practiced securities and class action litigation exclusively since that time He is admitted to th e
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Bar of the State of New York
Gregory M Egleston is a 1997 graduate of New York Law School Mr Egelston has
practiced secunties and class action litigation exclusively since that time He is admi tted to the
Bars of the States of New York and Connecticu t
Danielle Mazzini-Daly is a 1997 graduate of Boston University School of Law , where she
was an editor of the International Law Journal Ms Mazzini-Daly previously served as a n
Assistant District Attorney in Kings County, New York where she tried several cases to verdict
successfully She is admitted to the Bar of the State of New York
Michael S Began is a 1999 graduate of St John's University School of Law, where he wa s
a member of the American Bankruptcy Institute Law Review and Moot Court Honor Society
Mr Begin has practiced securities litigation exclusively since 1999 . He is admitted to the Bar of
the State of New York
Stephanie M Berge graduated summa cum laude from Touro College Jacob D Fuchsberg
Law Center in 2000, and was a member of the Touro Law Review Prior to joining Bernstein
Liebhard & Lifshitz, LLP, Ms Beige was associated with the firm of Milberg Weiss Bersha d
Hynes & Lerach LLP, where she represented plaintiffs in securities class actions and mass to rt
actions She is admitted to the Bar of the State of New York
Andrea H Williams received her B S in Accounting from the City University of Ne w
York, Medgar Evers College in 1996, graduating summa cum laude as class valedictorian She
is also a New York State licensed CPA since 1998, after having spent two years as a publi c
auditor with a Big Six (now Big Four), Public Accounting Firm She received her J D in 200 2
-from Seton Hall University School of Law During law school, she was employed as an internal
auditor with a major investment banking firm Andrea is admitted to the bar in New York an d
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New Jersey since 2002 She is also admitted to practice before the federal District Courts for th e
Southern and Eastern District of New York, and the federal District Court for the District of Ne w
Jersey, since 2002
Jessica L Francisco is a 2002 cum laude graduate of Case Western Reserve Universit y
School of Law She is admi tted to the Bar of the State of New York
July 2003
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BERNSTEIN LITOWITZ BERGER & GROSSMANN LL PATTORNEYS AT LA W
CALIFORNIA NEW YORK NEW JERSE Y
FIRM RESUME
Visit our web site at www blbglai com for the most up-to-date information on the firm, its lawye rs and practice gro up s
Bernstein Litowitz Berger & Grossmann LLP, a firm of over 30 a ttorneys in offices
located in New York, California, New Jersey and Louisiana, prosecutes class and private actions ,
nationwide, on behalf of individual and institutional clients The firm's litigation practic e
concentrates in the areas of securities class actions in federal and state courts, corporate
governance litigation , including claims for breach of fiduciary duty and proxy violations ,
antitrust, prosecuting violations of federal and state anti-discnmination laws and vindication o f
employee rights, and consumer class actions We also handle, on behalf of major institutional
clients and lenders, more general complex commercial litigation involving allegations of breac h
of contract, accountants' liability, breach of fiduciary duty, fraud and negligence
We are the nation ' s leading firm in representing institutional investors in securities fraud
class action litigation The firm' s institutional client base includes the New York State Commo n
Retirement Fund, the California Public Employees Retirement System (CaIPERS), and the Ne w
York City Pension Funds , the largest public pension funds in the United States, collectivel y
managing over $300 billion in assets , the Los Angeles County Employees' Retirement
Association (LACERA), the Chicago Municipal , Police and Labor Retirement Systems , the State
of Wisconsin Investment Board, the Retirement Systems of Alabama, the Connecticu t
Retirement Plans and Trust Funds, the City of Detroit Pension Systems, the Housto n
Firefighters' and Municipal Employees' Pension Funds, the Louisiana School, State, Teacher s
and Municipal Police Retirement Systems, the Public School Teachers' Pension and Retirement
12544 HIGH BLUFF DRIVE SUITE 150 • SAN DIEGO • CA 92130-2076
TELEPHONE 858-793-0070 www blbglaw coin • FACSIMILE 858-793-0323
BERNSTEIN LITOWITZ BERGER & GROSSMANN LL P
Fund of Chicago, the New Jersey Division of Investment of the Department of the Treasury ,
TIAA-CREF and other private institutions , as well as numerous other pub lic and Taft-Hartley
pension entitie s
Since its founding in 1983, Bernstein Litowitz Berger & Grossmann LLP has litigate d
some of the most complex cases in history For example, the firm was lead counsel in the
celebrated In re Washington Public Power Supply System Litigation, which, after seven years of
litigation and three months of jury trial, resulted in the then largest securities fraud settlemen t
ever Equally important, Bernstein Litowitz Berger & Grossmann LLP has successfull y
advanced novel and socially beneficial principles by developing important new law in the areas
in which we litigate
Recently, the firm served as co-lead counsel on behalf of Texaco's African-Amenca n
employees in Roberts v Texaco Inc, which similarly resulted in the largest settlement ever in a
race discrimination case The creation of a Task Force to oversee Texaco's human resource s
activities for five years was unprecedented and will , undoubtedly , serve as a model for publi c
companies into the next century
The firm currently represents twelve public pension funds, including the New York State
Common Retirement Fund, CaIPERS, LACERA and other institutional investors , in McCall v
Scott, a derivative suit filed against the directors and officers of Columbia/HCA Healthcar e
Corporation, the subject of the largest health care fraud investigation in history
In addition, the firm is Co-Lead Counsel in the In re Cendant Corporation Securitie s
Litigation, which recently settled for more than $3 billion in cash This settlement is the larges t
ever recovered from a public company and a public accounting firm and includes the mos t
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significant corporate governance changes ever achieved through a securities class actio n
litigation The firm represents Lead Plaintiffs CaIPERS, the New York State Commo n
Retirement Fund, and the New York City Pension Funds on behalf of all purchasers of Cendan t
securities during the class perio d
The firm 's recent prosecution of Arthur Andersen LLP, for Andersen 's role in the 199 9
collapse of the Baptist Foundation of Arizona ("BFA"), received intense national and
international media attention As lead trial counsel for the defrauded BFA investors, the fir m
obtained a cash settlement of $217 million from Andersen, after six days of what was schedule d
to be a three month trial In combination with prospective BFA asset sales and a sett lement wit h
BFA's former law firm, it is expected that the over 11,000 retirees and investors will recove r
over 70% of their losses The case was covered in great detail by The Wall Street Journal, The
New York Times, The Washington Post, 60 Minutes H, National Public Radio and the BBC a s
well as various other international news outlets .
We were also recently appointed Lead Counsel for the class (again representing the New
York State Common Retirement Fund) in In re WorldCom, Inc Securities Litigation, arising
from the financial fraud and subsequent bankruptcy at WorldCom, Inc , now the larges t
securities fraud action in history
In the consumer field, the firm has gained a nationwide reputation for vigorousl y
protecting the rights of individuals and for achieving exceptional settlements In severa l
instances, the firm has obtained recoveries for consumer classes that represented the entirety o f
the class' losses - an extraordinary result in consumer class cases Additionally, the firm ha s
become a leader in the area of Internet Privacy and is counsel in several of the seminal cases that
BERNSTEIN LITOWITZ BERGER & GROSSMANN LL P
have been brought on behalf of Internet users whose personal information is being intercepte d
and sent to Web-based companie s
Our firm is dedicated to litigating with the highest level of professional competence ,
striving to secure the maximum possible recovery for our clients in the most efficient an d
professionally responsible manner In those cases where we have served as either lead counse l
or as a member of plaintiffs' executive committee, the firm has recovered billions of dollars fo r
our clients
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THE FIRM'S PRACTICE AREA S
Securities Fraud Litigation
Securities fraud litigation is the cornerstone of the firm' s class action litigation practic e
Since its founding, the firm has tried and settled many high profile securities fraud class actions
and continues to play a leading role in major securities litigation pending in federal and stat e
courts The firm has the distinction of having prosecuted one of the most complex cases in
securities law history In the In re Washington Public Power Supply System Litigation ,
commenced in 1983, the firm was appointed Chair of the Executive Committee responsible fo r
litigating the action on behalf of the class The action involved an estimated 200 million pages
of documents produced in discovery, the depositions of 285 fact witnesses and 34 expert
witnesses, more than 25,000 introduced exhibits ; six published district court opinions, seve n
appeals or attempted appeals to the Ninth Circuit , and a three-month jury tr ial, which resulted in
a settlement of over $700 million - the largest securities fraud se tt lement ever achieve d
Moreover, since passage of the Private Securities Litigation Reform Act of 1995, whic h
sought to encourage institutional investors to become more pro-active in securities fraud clas s
action litigation, the firm has become the nation's leader in representing institutional investors i n
securities fraud and derivative litigation As stated, the firm serves as Co-Lead Counsel in the In
re Cendant Securities Litigation, which recently settled for over $3 billion in cash, the largest
settlement ever recovered in a securities class action
The attorneys in the securities fraud litigation practice group have extensive experience i n
the laws that regulate the securities markets and in the disclosure requirements of corporation s
-that- issue-publicly traded securities Many of the attorneys in this practice group also have
BERNSTEIN LITOWITZ BERGER & GROSSMANN LL P
accounting backgrounds and one is a certified public accountants The group has access to state- ,
of-the-art, online financial wire services and databases, which enable them to instantaneousl y
investigate any potential securities fraud action involving a public company's debt and equit y
securities.
Corporate Governance and Shareholders ' Rights
The corporate governance and shareholders' rights practice group prosecutes derivative
actions, claims for breach of fiduciary duty and proxy violations on behalf of individual and
institutional investors in state and federal courts throughout the country The group has
prosecuted actions challenging numerous highly publicized corporate transactions which violate d
fair process and fair price, and the applicability of the business judgment rule The group ha s
also addressed issues of corporate waste, shareholder voting rights claims, and executiv e
compensation . As a result of the firm's high profile and widely recognized capabilities, th e
corporate governance practice group is increasingly in demand by institutional investors who are
exercising a more assertive voice with corporate boards regarding corporate governance issues
and the board's accountability to shareholders A major component of the Cendant se ttlement
referenced above is Cendant's agreement to adopt the most extensive corporate governance
changes in history
Employment Discrimination and Civil Right s
The employment discrimination and civil rights practice group prosecutes class and mult i
plaintiff actions, and other high impact litigation against employers and other societal institution s
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that violate federal or state employment, anti-discrimination and civil rights laws The practic e
group represents diverse clients on a wide range of issues including Title VII actions, race,
gender, sexual orientation and age discrimination suits, sexual harassment and "glass ceiling "
cases in which otherwise qualified employees are passed over for promotions to managerial o r
executive positions
Bernstein Litowitz Berger & Grossmann LLP is committed to effecting positive socia l
change in the workplace and in society The practice group has the necessary financial an d
human resources to ensure that the class action approach to discrimination and civil rights issue s
is successful This litigation method serves to empower employees and other civil rights victims ,
who are usually discouraged from pursuing litigation because of personal financial limitations,
and offers the potential for effecting the greatest positive change for the greatest number o f
people affected by discriminatory practice in the workplace As stated, the firm's practice grou p
recently settled the Texaco Inc racial discrimination lawsuit for $176 million, the larges t
settlement in the history of employment disc rimination cases
Consumer Advocacy
The consumer advocacy practice group at Bernstein Litowitz Berger & Grossmann LLP
prosecutes cases across the entire spectrum of consumer rights, consumer fraud and consume r
protection issues The firm represents victimized consumers in state and federal courts
nationwide in individual and class action lawsuits that seek to provide consumers and purchaser s
of defective products with a means to recover their damages The attorneys in this group are
well versed in the vast array of laws and regulations that govern consumer interests and are
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aggressive , effective, court-tested litigators The consumer practice advocacy group ha s
recovered hundreds of millions of dollars for millions of consumers throughout the countr y
Most notably, in a number of cases, the firm has obtained recoveries for the class that were the
entirety of the potential damages suffered by the consumer For example , in recent action s
against MCI and Empire Blue Cross, the firm recovered all of the damages suffered by the clas s
The group has achieved its successes by advancing innovative claims and theories of
liabilities, such as obtaining recent decisions in Pennsylvania and Illinois appellate courts tha t
adopted a new theory of consumer damages in mass marketing cases Be rnstein Litowitz Berger
& Grossmann LLP is, thus, able to lead the way in protect ing the rights of consumers . For
example, the firm has recently become a recognized leader in the new area of Internet privacy ,
where it is prosecuting several seminal cases on behalf of Web users whose personal information
has been unwittingly intercepted and sent to Internet companies in violation of federal statutes
and state law
Antitrust
The antitrust practice group prosecutes traditional price-fixing and restraint of trade
cases The group utilizes both class action litigation methods and individual representation in
federal and state courts throughout the United States The group is a growing component in th e
Firm's class action litigation practice
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THE COURTS SPEAK
Throughout the firm 's history, many courts have recognized the professional competence
and diligence of the firm and its members A few examples are set forth belo w
Recently Judge Walls (District of New Jersey), in approving the $3 2 billion Cendant
settlement, said that the recovery from all defendants, which represents a 37% recovery to the
Class, "far exceeds recovery rates of any case cited by the parties " The Court also held that the
$335 million separate recovery from E&Y is "large" when "[v]iewed in light of recoveries
against accounting firms for securities damages " In granting Lead Counsel's fee request, the
Court determined that "there is no other catalyst for the present settlement than the work of Lead
Counsel This Court, and no otherjudicial officer, has maintained direct supervision over the
parties from the outset of litigation to the present time In addition to necessary motion practice,
the parties regularly met with and reported to the Court every five or six weeks during this period
about the status of negotiations between them [T]he Court has no reason to attribute a
portion of the Cendant settlement to others' efforts, Lead Counsel were the only relevan t
material factors for the settlement they directly negotiated " The Court found that "[t]he quality
of result, measured by the size of settlement, is very high The Cendant settlement amount
alone is over three times larger than the next largest recovery achieved to date in a class action
case for violations of the securities laws, and approximately ten times greater than any recovery
in a class action case involving fraudulent financial statements The E&Y settlement is the
largest amount ever paid by an accounting firm in a securities class action " The Court went on
to observe that "the standing, experience and expertise of the counsel, the skill an d
professionalism with which counsel prosecuted the case and the performance and quality of
opposing counsel were high in this action Lead Counsel are experienced securities litigators who
ably prosecuted the action " The Court concluded that this Action resulted in "excellent
settlements of uncommon amount engineered by highly skilled counsel with reasonable cost to
the class "
After approving the settlement in Alexander v Pennzoil Company, the Honorable
Vanessa D Gilmore of the United States District Court for the Southern District of Texas ended
the settlement hearing by praising our firm for the quality of the settlement and our commitment
to effectuating change in the workplace " the lawyers for the plaintiffs did a tremendous,
tremendous job not only in the monetary result obtained, but the substantial and ver y
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innovative programmatic relief that the plaintiffs have obtained in this case treating people
fairly and with respect can only inure to the benefit of everybody concerned I think all thes e
lawyers did an outstanding job trying to make sure that that's the kind of thing that this case left
behind "
On February 23, 2001, the United States District Court for the Northern District o f
California granted final approval of the $259 million cash settlement in In re 3Com Securities
Liligatron, the largest settlement of a securities class action in the Ninth Circuit since the Privat e
Securities Litigation Reform Act was passed in 1995, and the fourth largest recovery ever
obtained in a securities class action The district court, in an Order entered on March 9, 2001,
specifically commented on the quality of counsel's efforts and the settlement, holding that
"counsel's representation [of the class] was excellent, and . the results they achieved were
substantial and extraordinary " The Court described our firm as "among the most experienced
and well qualified in this country in [securities fraud] litigation "
United States District Judge Todd J. Campbell of the Middle District of Tennesee hear d
arguments on Plaintiffs' Motion for Preliminary Injunction in Cason v Nissan Motor
Acceptance Corporation Litigation, the highly publicized discriminatory lending class action, on
September 5, 2001 He exhibited his own brand of candor in commenting on the excellent work
of counsel in this ma tter "In fact, the lawyenng in this case is as good as I've seen in any case
So y'all are to be commended for that "
In approving the $30 million settlement in the Assisted Living Concepts, Inc Securitie s
Litigation, the Honorable Ann L Aiken of the Federal District Court in Oregon, praised the
recovery and the work of counsel She stated that, " without a doubt this is a tremendous
result as a result of very fine work by the attorneys in this case "
The Honorable Judge Edward A Infante of the United States District Court for th e
Northern District of California expressed high praise for the settlement and the expertise of
plaintiffs' counsel when he approved the final settlement in the Wright v MCI Communications
Corporation consumer class action "The settlement is a very favorable settlement to the
class to get an 85% result was extraordinary, and plaintiffs' counsel should be complimented
for it on this record The recommendations of experienced counsel weigh heavily on the
court The lawyers before me are specialists in class action litigation They're well known to
me, particularly Mr Berger, and I have confidence that if Mr Berger and the other plaintiffs '
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counsel think this is a good, well-negotiated settlement, I find it is " The case was settled fo r
$14 5 million
At the recent In re Computron Software, Inc Securities Litigation se tt lement hearing ,
Judge Al fred J Lechner, Jr of the United States District Court for the District of New Jersey
approved the final se ttlement and commended Bernstein Litowitz Berger & Grossmann ' s efforts
on behalf of the Class "I think the job that was done here was simply outstanding I think all of
you just did a superlative job and I'm appreciat [ ive] not only for myself, but the cou rt system and
the plaintiffs themselves The class should be very, very pleased with the way this turned out,
how expeditiously it's been moved " In In re Computron Software, Inc Securities Litigation
was a securities fraud class action filed on behalf of shareholders who purchased Compu tron
common stock at inflated prices due to alleged misrepresentation about the company's financial
obligation The case settled for $15 million dollars
The In re Louisiana -Pacific Corporation Securities Litigation , fi led in the United State s
District Court, District of Oregon, was a securities class action alleging fraud and
misrepresentations in connection with the sale of defective building materials Our firm,
together with co-lead counsel, negotiated a settlement of $65 1 million, the largest securities
fraud settlement in Oregon history, which was approved by Judge Robert Jones on February 12,
1997 The Court there recognized that " , the work that is involved in this case could only be
accomplished through the unique talents of plaintiffs' lawyers which involved a talent that i s
not just simply available in the mainstream of litigators "
Judge Kimba M Wood of the United States District Court for the Southern District of
New York, who presided over the six-week securities fraud class action jury trial in In re
ICN/Viratek Securities Litigation , also recently praised our firm for the quality of the
representation afforded to the class and the skill and expertise demons trated throughout the
litigation and tri al especially The Court commented that " plaintiffs ' counsel did a superb
job here on behalf of the class This was a very hard fought case You had ve ry able, superb
opponents, and they put you to your task The trial work was beautifully done and I believe
very efficiently don e
Similarly, the Court in the In re Prudential-Bache Energy income Partnership Securitie s
Litigation, United States District Court, Eastern District of Louisiana, recognized Bernstein
Litowitz-Berger & Grossmann LLP's " professional standing among its peers " In that case,
which was settled for $120 million, our firm served as Chair of Plaintiffs' Executive Committee
BERNSTEIN LITOWITZ BERGER & GROSSMANN LL P
In the landmark securities fraud case, In re Washington Public Power Supply Syste m
Litigation (United States District Court, District of Arizona), the district court called the quality
of representation "exceptional," noting that "[t]his was a case of overwhelmingly unique
proportions . a rare and exceptional case involving extraordinary services on behalf of Class
plaintiffs " The Court also observed that "[a) number of attorneys dedicated significant portion s
of their professional careers to this litigation, champion[ing] the cause of Class members in
the face of commanding and vastly outnumbering opposition . . . [and] in the face of uncertain
victory [T]hey succeeded admirably "
Likewise, in In re Electro-Catheter Securities Litigation, where our firm served as co-
lead counsel, Judge Nicholas Politan of the United States District Court for New Jersey sai d
Counsel in this case are highly competent, veryskilled in this very specialized area and were at alltimes during the course of the litigation alwayswell prepared, well spoken, and knew their stuff andthey were a credit to their profession They are thetop of the line
In our ongoing prosecution of the In re Bennett Funding Group Securities Litigation ,
the largest "Ponzi scheme" fraud in history, partial settlements totaling over $140
million have been negotiated for the class While the action continues to be prosecuted
against other defendants, the United States District Court for the Southern District of
New York has already found our firm to have been "extremely competent" and of "great
skill" in representing the clas s
Judge Sarokin of the United States District Court for the District of New Jersey, after
approving the $30 million settlement in In re First Fidelity Bancorporation Securities Litigation ,
a case in which were lead counsel, praised the " outstanding competence and performance" o f
the plaintiffs' counsel and expressed "admiration" for our work in the cas e
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RECENT ACTION S
Currently, Bernstein Litowitz Berger & Grossmann LLP is counsel in many divers e
nationwide class and individual actions Some examples from our practice groups include .
Securities Class Action s
In re WorldConi, Inc. Securities Litigation (United States District Court for the SouthernDistract of New York) The largest securities fraud class action in history The courtappointed BLB&G client the New York State Common Retirement Fund as LeadPlaintiff and the firm as Lead Counsel for the class in this securities fraud action arisingfrom the financial fraud and subsequent bankruptcy at WorldCom, Inc The complaints inthis litigation allege that WorldCom and others disseminated false and misleadingstatements to the investing public regarding its earnings and financial condition inviolation of the federal securities and other laws As a result, investors suffered tens ofbillions of dollars in losses . The Complaint further alleges a nefarious relationshipbetween Salomon Smith Barney and WorldCom, carried out primarily by Salomonemployees involved in providing investment banking services to WorldCom (mostnotably, Jack Grubman, Salomon's star telecommunications analyst), and byWorldCom's former CEO and CFO, Bernard J Ebbers and Scott Sullivan, respectively .On November 21, 2002, the Court granted the Common Retirement Fund's request for apartial lifting of the PSLRA discovery stay The Court's opinion requires WorldCom toproduce the approximately one million pages it has previously produced to Congress, theSEC, and the grand jury in the government's criminal investigation into the alleged fraudsurrounding the Company's bankruptc y
In re Cendant Corporation Securities Litigation -- (United States District Court, Districtof New Jersey) Securities class action filed against Cendant Corporation, its officers anddirectors and Ernst & Young, its auditors Cendant settled the action for $2 8 billion andErnst & Young settled for $335 million The settlements are, by far, the largest in historyin a securities fraud action Plaintiffs allege that the company disseminated materiallyfalse and misleading financial statements concerning CUC's revenues, earnings andexpenses for its 1997 fiscal year As a result of company-wide accounting irregularities,Cendant has restated its financial results for its 1995, 1996 and 1997 fiscal years and allfiscal quarters therein The firm represents Lead Plaintiffs CaLPERS - the CaliforniaPublic Employees Retirement System, the New York State Common RetirementFund and the New York City Pension Funds , the three largest public pension funds inAmerica, in this action
Baptist Foundation ofArizona v. Arthur Andersen, LLP -- (Superior Court of the Stateof Arizona in and for the County of Mancopa) Firm client , the Baptist Foundation ofArizona Liquidation Trust ("BFA") filed a lawsuit charging its former auditors, the"Big Five" accounting firm of Arthur Andersen LLP, with negligence in conducting itsannual audits of BFA's financial statements for a 15-year period beginning in 1984, andculminating in BFA's bankruptcy in late 1999 Investors lost hundreds of millions of
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dollars as a result of BFA's demise The lawsuit alleges that Andersen ignored evidenceof corruption and mismanagement by BFA's former senior management team and failedto investigate suspicious transactions related to the mismanagement These oversights ofaccounting work, which were improper under generally accepted accounting principles,allowed BFA's undisclosed losses to escalate to hundreds of million of dollars, andultimately resulted in its demise On May 6, 2002, after one week of trial, Andersenagreed to pay $217 million to settle the litigation The court approved the settlement onSeptember 13, 2002 and, ultimately, investors are expected to recover 70% of theirlosses
In re Legato Systems, Inc. Securities Litigation (United States District Court for theNorthern District of California {San Jose)) This securities fraud class action alleges that
Legato Systems, Inc and certain of its officers overstated the Company's fiscal 1999financial results The resultant need for a restatement of the company's financial reports
caused by improper accounting practices led to a loss in the value of the stock and theplaintiff class of shareholders seek recovery of said losses In April 2002, Legato agreed
to settle the case for $85 million and the Court granted final approval of the settlement onJuly 31, 2002 The firm represents the Policemen and Firemen Retirement System ofthe City of Detroit as Lead Plaintiff in the action .
In re Bristol-Myers Squibb Securities Litigation (United States District Court for theSouthern District of New York) Securities fraud class action filed on behalf of purchasersof Bristol-Myers Squibb's securities . The allegations in this litigation pertain to theCompany's statements about the strength of Bristol-Myer' s sales and the Company'sinvestment in ImClone, the developer of Erbitux On October 24, 2002, Bristol-MyersSquibb announced that it would have to restate its earnings for years 2000, 2001 and2002, reducing sales revenues for the period by more than $2 billion . The Company alsoannounced that it would write-down $367 million of its investment in lmClone Therestatement is related to the Company's controversial inventory practices and will cause adecrease in earnings for 2000 and 2001 On October 4, 2002, The Honorable Loretta APreska of the United States District Court for the Southern District of New York,appointed BLB&G clients the Teachers' Retirement System of Louisiana and theGeneral Retirement System of the City of Detroit as two of the four public pensionfunds who will serve as Co-Lead Plaintiffs Several days after Judge Preska's order wassigned, Bristol-Myers disclosed that the Office of the United States Attorney for theDistrict of New Jersey had opened a criminal investigation into the sales and inventorypractices of the Company BLB&G was also appointed Co-Lead Counsel for the Class byJudge Preska
Independent Energy Holdings Litigation (United States District Court for the SouthernDistrict of New York) Securities fraud class action against Independent Energy HoldingsPLC filed on behalf of all persons or entities who, from February 14, 2000 throug hSeptember 8, 2000 (the "Class Period") (1) purchased or acquired Independent EnergyAmerican Depository Shares ("depository shares") that were issued in a secondaryoffering pursuant to the Registration Statement and Prospectus filed with the SEC onform F-3 that was declared effective on March 28, 2000, (2) otherwise purchased o r
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acquired those depository shares, (3) if residing in the United States or its territories,purchased or acquired ordinary shares of Independent Energy, (4) or any combinationthereof The Complaint alleges that the registration statement and prospectus for theSecondary Offering, declared effective on or about March 28, 2000 failed to disclose aninvestigation of the Company by the Office of Gas and Electricity Markets ("OFGEM"),an energy regulator in the United Kingdom, and contained materially false andmisleading facts and omitted certain material facts relating to the Company's billing andcustomer service problems as well as problems relating to it's third party serviceprovider The Complaint also alleges that vanous other statements prior and subsequentto the Registration Statement which are attributable to certain of the Defendants werealso materially false and misleading for many of the same reasons In May 2002, theCourt certified the Class BLB&G, Court-appointed Lead Counsel for the Class,represents the Court-appointed Lead Plaintiffs and Class Representatives in this actio n
In re Assisted Living Concepts, Ina Securities Litigation -- (United States DistrictCourt, District of Oregon) -- Securities fraud class action against ALC and its auditorsansing from the restatement of ALC's financial statements for the years ended December31, 1996, December 31, 1997 and the first three quarters of 1998 The complaint allegesthat defendants issued a series of false and misleading statements about Assisted Living'searnings, profitability and business condition and issued financial statements that werematerially false and misleading and violated Generally Accepted Accounting Principles .The firm represents Lead Plaintiff Miami Police Relief and Pension Fund in this actionThe Company settled for $30 million KPMG Peat Marwick LLP, which served as ALC'sauditor during the Class Period, settled for $13 5 million The combined receipts of thetwo settlement funds provide class members with approximately 60% of their damages
In re McKesson HBOC, Inc. -- (United States District Court, Northern District ofCalifornia) Securities fraud litigation filed on behalf of purchasers of HBOC, McKessonand McKesson HBOC securities On April 28, 1999, the Company issued the first ofseveral press releases which announced that, due to its improper recognition of revenuefrom contingent software sales, it would have restate its previously reported financialresults Immediately thereafter, McKesson HBOC common stock lost $9 billion inmarket value On July 14, 1999, the Company announced that it was restating $327 .8million of revenue improperly recognized in the HI3OC segment of its business dunngthe fiscal years ending March 31, 1997, 1998 and 1999 The complaint alleges that,during the Class Penod, Defendants issued materially false and misleading statements tothe investing public concerning HBOC's and McKesson HBOC's financial results, whichhad the effect of artificially inflating the prices of HBOC's and the Company's securitiesThe firm represents Lead Plaintiff the New York State Common Retirement Fund inthis action
In re Lucent Technologies, Inc. Securities Litigation -- (United States District Court for--the-District-of New Jersey) A securities fraud class action filed on behalf of purchasers of
the common stock of Lucent Technologies, Inc The Plaintiffs allege that, during theClass Period, Defendants made materially false and misleading statements regardingLucent's optical networking business and reported financial results that were false an d
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inflated Indeed, on December 21, 2000, Lucent announced that it had improperlyrecognized nearly $679 million in revenues for fiscal year 2000 and that it had notifiedthe SEC of these revenue recognition violations As court-appointed Lead Counsel, thefirm represents the Anchorage Police and Fire Retirement System and the LouisianaSchool Employees ' Retirement System and the Parnassus Fund , in this action
In re Conseco, Inc. Securities Litigation (United States District Court for the SouthernDistrict of Indiana) Securities fraud class action On March 31, 2000, Conseco Inc hadannounced that it would take a $350 million charge as a result of losses on its interest-only securities Additionally, the company announced that it would also take a substantialcharge on the future sale of Conseco Finance Conseco Finance, formerly known asGreentree, is a wholly-owned subsidiary of Conseco that was acquired in 1998 for over$6 billion, and specializes in the consumer financing business On Apn1 14, 2000,Conseco restated its earnings for the first three quarters of 1999 and the second quarter of1998 Various complaints, subsequently consolidated, allege violations of the SecuritiesAct of 1933 and the Exchange Act of 1934 The action has recently settled for $120million The firm was appointed Lead Counsel in this action on behalf of its clients, theAnchorage Police & Fire Retirement System and the State of Louisiana Firefighters'Retirement System, Lead Plaintiffs in the case
In re Bennett Funding Group Securities Litigation -- (United States District Court,Southern District of New York) Investor class action involving the sale of $570 millionin fraudulent investments, described as the largest "Ponzi" scheme in United Stateshistory The action was prosecuted against over fifty defendants including Bennett'sformer auditors, insurers and broker-dealers who sold Bennett investment The classincludes all purchasers of Bennett securities from March 29, 1992 through March, 29,1996 The action settled with multiple defendants for over $165 millio n
In re 3Com Securities Litigation -- (United States District Court, Northern District ofCalifornia) Class action on behalf of purchasers of 3Com common stock, alleging thatdefendants knowingly and recklessly caused 3Com to issue materially false an dmisleading statements to the financial community regarding the company's products,inventory and distribution The complaint further alleges insider trading on thesepublicly disseminated materially false and misleading statements The firm representedLead Plaintiffs the Louisiana School Employees ' Retirement System and theLouisiana Municipal Police Employees ' Retirement System This action resulted inthe largest settlement - $259 million - ever obtained from a corporate defendant in asecurities fraud class action in the Ninth Circui t
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Corporate Governance and Shareholders ' Rights
McCall v. Scott -- (United States District Court, Middle District of Tennessee) Aderivative action filed on behalf of Columbia/HCA Healthcare Corporation -- now"HCA" -- against certain former senior executives of HCA and current and formermembers of the Board of Directors seeking to hold them responsible for directing orenabling HCA to commit the largest healthcare fraud in history, resulting in hundreds o fmillions of dollars of loss to HCA The firm represents the New York State CommonRetirement Fund as Lead Plaintiff, as well as the California Public Employees'Retirement System ("Ca1PERS"), the New York City Pension Funds, the New YorkState Teachers' Retirement System and the Los Angeles County Employees'Retirement Association ("LACERA") in this action Although the district courtinitially dismissed the action, the United States Court of Appeals for the Sixth Circuitreversed that dismissal and upheld the complaint in substantial part, and remanded thecase back to the district court We have been vigorously prosecuting the action since theremand On February 4, 2003, the Common Retirement Fund, announced that the partieshad agreed in principle to settle the action, subject to approval of the district court . Aspart of the settlement, HCA will adopt a corporate governance plan that goes well beyondthe requirements both of the Sarbanes-Oxley Act and of the rules that the New YorkStock Exchange has proposed to the SEC, and also enhances the corporate governancestructure presently in place at HCA HCA also will receive $14 million Under thesweeping governance plan, the HCA Board of Directors will be substantiallyindependent, and will have increased power and responsibility to oversee fair andaccurate financial reportin g
Rainforest Cafe Shareholder Rights Proceeding (Minnesota District Court, HennepinCounty) Bernstein Litowrtz Berger & Grossmann LLP, on behalf of the State ofWisconsin Investment Board , Central Florida Investments and over 70 individuals,initiated a proceeding seeking the payment of fair value for their shares in RainforestCafee, Inc These shareholders who held approximately 4 3 million shares (nearly 20% ofthe voting shares) of Rainforest, opposed the December 1, 2000, takeover of Rainforestby Landry"s Seafood Restaurants on the grounds that the $3 25 per share buyout offeraccepted by the Rainforest Board of Directors was inadequate based on the financialcondition and prospects of Rainforest These investors are demanding additionalcompensation for the fair value of their shares pursuant to Minnesota law A bench trialof the matter before the Honorable Gary Larson in Hennepin County, Minnesotaconcluded on January 13, 2003 Plaintiffs await Judge Larson's verdic t
Employment Discrimination and Civil Rights
Roberts v. Texaco, Inc. (United States District Court for the Southern District of NewYork) Six highly qualified African-American employees filed a class action complaintagainst Texaco Inc alleging that the Company failed to promote African-Americanemployees to upper level jobs and failed to compensate them fairly in relation t o
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caucasian employees in similar positions Two years of intensive investigation on the partof the lawyers of Bernstein Litowitz Berger & Grossmann LLP, including retaining theservices of high level expert statistical analysts, revealed that African-Amencans weresignificantly under-represented in high level management jobs and Caucasian employeeswere promoted more frequently and at far higher rates for comparable positions withinthe Company Settled for over $170 million Texaco also agreed to a Task Force tomonitor its diversity programs for five years The settlement has been described as themost significant race discrimination settlement in histor y
Saks v. Franklin Covey Company -- (United States District Court, Southern Distract ofNew York) Charge of Discrimination filed with the EEOC alleging that Franklin Coveydiscriminated against Ms Saks on the basis of sex, pregnancy and disability b ymaintaining a self-insured health benefits plan that excludes virtually all medicallynecessary treatments for women suffering from the illness of infertility
GMAC/NMAC/FordlToyota/Chrysler Consumer Finance Discrimination LitigationThe cases involve allegations that the lending practices of General Motors AcceptanceCorporation, Nissan Motor Acceptance Corporation, Ford Motor Credit, Toyota MotorCredit and Chrysler Financial cause black and Hispanic car buyers to pay millions ofdollars more for car loans than similarly situated white buyers At issue is adiscriminatory kickback system under which minorities typically pay about 50% more indealer mark-up which is shared by auto dealers with the defendant s
Alexander v. Pennzoil Company - (United States District Court, Southern District ofTexas) A class action on behalf of all salaried African-American employees at Pennzoilalleging race discrimination in the Company's promotion, compensation and other jobrelated practices The action settled for $6 75 millio n
Butcher v. Gerber Products Company - (United States District Court, Southern Districtof New York) Class action asserting violations of the Age Discrimination in EmploymentAct arising out of the mass discharging of approximately 460 Gerber sales people, thevast majority of whom were long-term Gerber employees aged 40 and older . Settlementterms are confidentia l
Consumer Class Actions
E*Trade Group, Inc. -- (Superior Court of California, Santa Clara County) A classaction filed on behalf of all individuals who have or had accounts with E*Trade fromSeptember 1996 to the present The complaint alleges that E*Trade's representations tocustomers regarding the manner in which their accounts would be handled were false andmisleading, that the electronic trading systems were inadequate to meet customerdemands, and that, as a result of these misrepresentations, customers suffered significan t
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losses and have been depraved of the benefits which E*Trade had represented they would
receive
General Motors Corporation -- (Superior Court of New Jersey Law Division, BergenCounty) A class action consisting of all persons who owned W-body cars with defectiverear disc brake caliper pins which tended to corrode, creating both a safety hazard andpremature wearing of the front and rear disc brakes, causing extensive economic damageBLB&G is co-lead counsel in this case where a proposed settlement would provide $19 5million to the class for reimbursement of brake repair s
Rent-A-Center -- (Supreme Court of the State of New York, Bronx County) Deceptivesales and marketing in "rent-to-own" transactions In this case , BLB&G recentlyobtained a landmark ruling upholding a rental-purchasers ' right to bung sui t
Empire Blue Cross -- (United States District Court, Southern District of New York)Overcharging health care subscribers BLB&G was lead counsel in a recently approved$6 6 million settlement that represented 130% of the class' damages and offered all theovercharged subscribers 100 cents on the dollar repayment
DoubleClick - (United States District Court, Southern Distract of New York) InternetPrivacy. A class action on behalf of Internet users who have had personal informationsurreptitiously intercepted and sent to a major Internet advertising agency . In thesettlement agreement reached in this action, DoubleClick commits to a series ofindustry-]eadmg privacy protections for online consumers while continuing to offer itsfull range of products and services This is likely the largest class action there has everbeen -- virtually every, if not every, Internet user in the United State s
Antitrus t
In re Flat Glass Antitrust Litigation (United States District Court for the District ofMinnesota) Antitrust class action brought against major glass manufacturers on behalf ofdirect purchasers of "flat glass" Plaintiffs allege that they paid artificially inflated pncesdue to Defendants' conspiracy to raise, fix or maintain the pace of flat glass sold in theUnited States
In re High Pressure Laminates Antitrust Litigation (United States Distnct Court for theSouthern District of New York) Antitrust class action on behalf of direct purchasers ofhigh pressure laminates Plaintiffs allege that they paid a rtificially inflated prices due toDefendants ' conspiracy to raise , fix or maintain the price of the laminates
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Toxic/Mass Tort s
Fen/Phen Litigation -- Class action lawsuits alleging that a number of pharmaceuticalcompanies produced drugs which, when used in combination, can lead to life-threateningpulmonary hypertension and heart valve thickening The complaint alleges that thesemanufacturers knew or should have known of the serious health risks created by thedrugs and should have warned users of these risks It is also alleged that themanufacturers knew that the fenlphen combination was not approved by the FDA, hadnot been adequately studied, and yet, was being routinely prescribed by physiciansBLB&G has been Liaison Counsel in the New York State cases, where it obtainedcertification of a medical monitoring class in the first New York State court decision torecognize medical monitoring, and is the designated New York State Class Counsel to theproposed multi-billion dollar American Home Products settlement in federal cour t
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CLIENTS AND FEE S
Most of the firm's clients are referred by other clients, law firms and lawyers ,
bankers, investors and accountants A considerable number of clients have been referred to th e
firm by former adversaries We have always maintained a high level of independence and
discretion in the cases we decide to prosecute As a result, the level of personal satisfaction and
commitment to our work is high
As stated, our client roster includes many large and well known financial an d
lending institutions and pension funds, as well as privately held corporate entities which are
attracted to our firm because of our reputation, particular expertise and fee structure ,
We are firm believers in the contingency fee as a socially useful, productive an d
satisfying basis of compensation for legal services, particularly in litigation Wherever
appropriate, even with our corporate clients, we will encourage a retention where our fee is a t
least partially contingent on the outcome of the litigation This way, it is not the number of
hours worked that will determine our fee but, rather, the result achieved for our client
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IN THE PUBLIC INTERES T
Bernstein Litowitz Berger & Grossmann LLP is guided by two principles excellence i n
legal work and a belief that the law should serve a socially useful and dynamic purpos e
Attorneys at the firm are active in academic , community and pro bono activities , as well a s
participating as speakers and contributors to professional organizations In addition, the firm
endows a public interest law fellowship and sponsors an academic scholarship at Columbia La w
School
The Bernstein Litowitz Berger & Grossmann Public Interest LawFellowship , Columbia Law School Bernstein Litowitz Berger & GrossmannLLP is committed to fighting discnmination and effecting positive social changeIn support of this commitment, the firm donated funds to Columbia Law Schoolto create the Bernstein Litowitz Berger & Grossmann Public Interest LawFellowship This newly endowed fund at Columbia Law School will provide twoor three Fellows with 100% of the funding needed to make payments on their lawschool tuition loans so long as such graduates remain in the public interest lawfield The Bernstein Litowitz Berger & Grossmann Fellows will be able to leavelaw school free of any law school debt if they make a long term commitment topublic interest law
The Paul M. Bernstein Memorial Scholarship , Columbia Law School, Paul MBernstein was the founding senior partner of the firm of Bernstein LitowitzBerger & Grossmann LLP Mr Bernstein led a distinguished career as a lawyerand teacher and was deeply committed to the professional and personaldevelopment of young lawyers The Paul M Bernstein Memorial ScholarshipFund is a gift of the firm of Bernstein Litowitz Berger & Grossmann LLP, and thefamily and friends of Paul M Bernstein Established in 1990, the scholarship isawarded annually to one or more second-year students selected for their academicexcellence in their first year, professional responsibility, financial need andcontributions to fellow students and the community
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THE MEMBERS OF THE FIRM
MAX W. BERGER, a founding partner of the firm, supervises the firm's litigationpractice Mr Berger prosecutes class and individual actions in all areas of the firm's practice Heis also responsible for negotiating, on behalf of shareholders, consumers and institutional clients,some of the firm's most successful and highly praised litigations, including the In re CendantCorporation Securities Litigation, which settled for $3 2 billion dollars
Although Mr Berger is an active, practicing attorney, he serves as a member ofColumbia Law School's Dean's Council and Board of Visitors, the senior alumm advisorygroups to the law school and co-chairs the Board's Education of Lawyers Committee He hasalso taught Profession of Law, an ethics course at Columbia Law Schoo l
Mr Berger is past chairman of the Commercial Litigation Section of the Association ofTrial Lawyers of America and lectures before the Practicing Law Institute, the American BarAssociation and the Federal Judicial Center, as well as numerous other professional association s
In 1997, Mr Berger was honored for his outstanding contribution to the public interest byTrial Lawyers For Public Justice, where he was a Trial Lawyer of the Year Finalist for his workin Roberts v Texaco, the celebrated race discrimination case on behalf of Texaco's Afncan-Amencan employees
Mr Berger received an Accounting degree from City College of New York in 1968 AtCity College, he was President of the student body, a member of the national honor accountingsociety and won numerous awards
Mr. Berger received his J D from Columbia Law School in 1971, where he was an editorof the Columbia Survey of Human Rights Law
ADMISSIONS Admitted to bar, 1972, New York 1973, U S . District Court, SouthernDistrict of New York 1973, U S . Court of Appeals, Second Circuit 1975, U S . District Court,Eastern District of New York, 1992, U .S District Court, District of Arizona
EDWARD A. GROSSMANN, one of the firm's founding partners, graduated cum laudefrom the University of Wisconsin in 1970 and the University of Michigan School of Law i n1973
Mr Grossmann served as lead counsel in the Prudential-Bache Energy Income LimitedPartnership and the Bennett Funding Group class actions, well-publicized cases which haveeach settled for in excess of $120 million He is a past chairman of the Class and DerivativeAction Trials Subcommittee of the Litigation Section of the American Bar Association as well asthe Commercial Litigation section of the Association of Trial Lawyers of America, anorganization for which he has lectured Mr Grossmann is a member of the Committee ofVisitors of the University of Michigan Law School He is a past President of the JCC on thePalisades and is currently the Treasurer of the UJA Federation of Bergen Count y
ADMISSIONS Admitted to bar, 1974, New York 1974, U .S District Court, Southernand Eastern Districts of New York 1975, U S Court of Appeals, Second Circuit 1990, U SCourt of Appeals, Third Circuit 1991, U S Court of Appeals, Ninth Circuit 1993, U S Court ofAppeals, Fifth Circuit 1996, U S Court of Appeals, Eleventh Circui t
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DANIEL L . BERGER , graduated from Haverford College in 1976 and Columbia LawSchool in 1979 , where he was a Harlan Fiske Stone Scholar Mr Berger served as an AssistantA ttorney General of the State of New York, Civil Rights Division , from 1979 through 1983,where he was active in prosecuting many important civil rights cases , including State of NewYork v OFCCP, a suit to compel the OFCCP to enforce affirmative action goals and timetablesin the construction industry in New York
Mr Berger is the partner principally responsible for the firm 's New York-based securitiesand employee rights practice groups In 1997 , he was honored for his outstanding contnbutionto the public interest by Trial Lawyers For Public Justice, where he was a Trial Lawyer of theYear Finalist for his work as co-lead counsel on behalf of African -American employees inRoberts v Texaco, the celebrated discrimination litigation
Recently , Mr Berger served as the lead trial attorney on the team that prosecutedRainforest Cafe, Inc v State of Wisconsin Investment Board, et al, a shareholders ' dissenterrights action teed in Hennepin County , Minnesota on behalf of firm clients , the State ofWiscons in Investment Board, Central Flo rida Investments Inc, and 70 other former investors inRainforest Cafe In addition, Mr Berger was lead trial a ttorney in the ICN/ViratekPharmaceuticals Securities Litigation and the Datapoint Securities Litigation, two of the fewsecurities class actions to be tried to jury verdict . Mr Berger has also been lead counselresponsible for prosecuting some of the firm ' s largest and most significant recent securities classactions , including cases against Cendant Corporation , McKesson HBOC , Inc and Conseco, Inc
ADMISSIONS Admitted to bar, 1980, New York 1980, U S . District Court, SouthernDistrict of New York 1983, U S. Court of Appeals, Second Circuit 1989, U S Court ofAppeals, Fifth Circuit 1991, U .S Court of Appeals, Ninth Circuit 1992, U S Distract Court,Eastern Distract of New York 1999, U S Court of Appeals, Sixth Circuit 2001, U S . Court ofAppeals, Seventh Circui t
ALAN SCHULMAN is the partner in charge of the firm's West Coast office in SanDiego He specializes in complex class action litigation and has been practicing in that field formore than 20 years Mr Schulman received his B A from New York University in 1971 and hisJ D. from Louisiana State University School of Law in 1974, where he was Order of the Coif andAssociate Editor of the Louisiana Law Review
Mr Schulman was the co-chair of the Securities Law Committee of the American BarAssociation's Litigation Section (1998-2001) and served as President (2001) and as a member ofthe Board of Governors of the Association of Business Trial Lawyers of San Diego (1995-2001)He was co-chair of the Southern District of California Lawyer Representatives to the NinthCircuit Judicial Conference (2000-2001) and currently serves on the Ninth Circuit JudicialConference Executive Committee
Mr Schulman has served as lead counsel in some of the largest and most significantsecurities class actions litigated over the past 20 years, including the largest recoveries in NinthCircuit history Media reports have referred to him as among "the most influential" west coas t
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plaintiffs ' securities litigators (The Recorder/Cal Law, January 3, 2000) and as a "heavy hitternationally who is on everyone ' s sho rt list of top securities lawyers " (New York Law Journal,January 4, 2000)
Mr Schulman was one of the firm partners responsible for successfully prosecuting andse tt ling BFA Liquidation Trust v Arthur Andersen LLP which resulted in a payment byAndersen of $217 million -- the largest ever settlement by Andersen and the second largest byany accounting firm in history
Mr Schulman is Adjunct Professor of Law at the University of San Diego School of Lawwhere he teaches Complex Litigation
ADMISSIONS Admitted to bar, 1974, Louisiana and Texas 1982, Washington 1986,California 1995, United States Supreme Court, U S . Court of Appeals- 1981, Fifth, andEleventh Circuits, 1982, Ninth Circuit; U S District Courts 1987, Southern District ofCalifornia, 1989, Northern and Central Districts of Californi a
DOUGLAS M . MCKEIGE, received a B A , cum laude, in Economics from TuftsUniversity in 1979 and a J D, magna cum laude, from Tulane University in 1986, where he wasOrder of the Coif and Articles Editor of the Tulane Law Review
Mr McKeige prosecutes securities fraud class actions on behalf of the firm and counselsinstitutional investors with respect to the prosecution of federal and state securities claims . Hehas successfully prosecuted many significant federal securities class actions including In re3Com Securities Litigation, which settled for $259 million, the largest settlement of a securitiesfraud class action in the history of the Ninth Circuit
Mr McKeige is a popular speaker and lecturer and is a member of the NationalAssociation of Public Pension Attorneys, the Society of Pension Professionals, the NationalAssociation of State Treasurers, the National Council on Teacher Retirement and the NationalConference on Public Employee Retirement System s
ADMISSIONS Admitted to bar, 1987, New York 1988, U S Distract Courts, Southernand Eastern Districts of New York
JOHN P. ("SEAN") COFFEY is a graduate of the United States Naval Academy,receiving a B S in Ocean Engineering, with merit, in 1978 He received his J D , magna cumlaude, from Georgetown University Law Center in 1987, where he was Articles Editor of theGeorgetown Law Journal, a member of the Order of the Coif, and recipient of the Charles AKeigwin Award for academic excellence
Before graduating law school, Mr Coffey was a Commissioned Officer in the UnitedStates Navy where he served as a Naval Flight Officer, an Intern in the Organization for the JointChiefs of Staff and the personal military aide to then Vice President George H W . Bush Aformer P-3C Orion patrol plane mission commander, he continues to serve in the NavalReserves, where he has commanded a P-3C squadron and the Naval Reserve component of th e
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Enterprise carrier battle group staff He currently holds the rank of Captain and is assigned to theOffice of the Secretary of Defense at the Pentagon
Mr Coffey served as an Assistant United States Attorney for the Southern District ofNew York from 1991 to 1995, where he conducted numerous complex fraud investigations andtried many cases to verdic t
Mr Coffey was the lead trial attorney in BFA Liquidation Trust v Arthur Andersen LLP,an audit malpractice case arising from the 1999 collapse of the Baptist Foundation of Arizona,the largest non-profit bankruptcy in U S history The case, which was closely covered by TheWall Street Journal, New York Times, Washington Post, 60 Minutes II and the BritishBroadcasting System, settled on May 6, 2002 when, six days into what was scheduled to be athree month trial, Andersen agreed to pay $217 million to the plaintiff investor s
Mr Coffey is a frequent commentator for the news media, appearing in the Wall StreetJournal, National Journal, and other periodicals, and on NBC Nightly News and the Today show
Prior to joining Bernstein Litowitz Berger & Grossmann LLP, Mr Coffey was a partne rin the litigation department of Latham & Watkins He was also an Adjunct Professor of Law atFordham University, where he taught a seminar on criminal law, and is a recipient of theThurgood Marshall Award, from the Association of the Bar of the City of New York, for hisextensive work in the death penalty are a
ADMISSIONS Admitted to bar, 1988, New York, 1989, U S District Court, SouthernDistrict of New York. 1992, U S Court of Appeals, Second Circuit 1995, U S. District Court,Western District of New York 1998, U S District Court, Eastern District of New York 1999,New Jersey .
ROBERT S. GANS, received an A B ., cum laude, in Government, from DartmouthCollege in 1987 and a J D from New York University School of Law in 1990, where he was amember of the Order of the Banisters, an editor of the Moot Court Board, and a recipient of theSecurities Regulation Awar d
Mr Gans primarily focuses in the areas of securities fraud, accountants' liability andcorporate governance, and he has successfully prosecuted many of the firm's significant cases InJanuary 2000, Mr Gans left New York after seven years to join Alan Schulman in opening thefirm's San Diego office He was part of the trial team which successfully prosecuted BFALiquidation Trust v Arthur Andersen LLP, resulting in a $217 million settlement -- the largestsettlement ever by Andersen and the second largest by a public accounting firm in history
Mr Gans frequently lectures to groups concerning shareholder rights, and has authoredseveral articles on this subject as well He is a member of the Association of the Bar of the Cityof New York, the New York State Bar Association, the California State Bar Association and theAmerican Bar Association Mr Gans is currently Co-Chair of the Rule 23 Subcommittee of theABA Litigation Section's Class Actions and Derivative Suits Committe e
ADMISSIONS Admitted to the bar, 1991, New York 1992, U .S District Courts,Southern and Eastern Districts of New York 2001, California
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DARNLEY D. STEWART, graduated from Princeton University in 1984 and receivedher J D from Northeastern University School of Law in 1990 She served as law clerk to theHon R Ammi Cutter and the Hon Mel Greenberg of the Massachuse tts Court of Appeals from1990 to 199 1
Ms Stewart, along with senior partner Daniel L Berger, is the partner principallyresponsible for the firm's employment discrimination and employee rights practice group Shehas acted as co-lead counsel in many of the firm's high profile discrimination cases, includingRapier, et al v Ford Motor Company, Inc, which resulted in one of the largest sexualharassment class action settlements in history
Ms Stewart is a member of the Title VII Committee of the National EmploymentLawyers Association and serves on the Executive Board of the New York affiliate (NELA/NY)of that organization She is a member of the Individual Rights and Responsibilities Committeeof the New York State Bar Association and serves as Plaintiffs' Co-Chair of the Class ActionSubcommittee of the Amencan Bar Association's Employment Rights and ResponsibilitiesCommittee and Programs Co-Chair of the Technology Committee of the American BarAssociation's Labor and Employment Section Ms Stewart regularly lectures and writes onemployment class action litigation .
ADMISSIONS . Admitted to the bar, 1990, Massachusetts 1993, New York 1993, U SDistrict Court, Southern District of New York 1998, U S . District Court, Western District ofMichigan 2000, U S Court of Appeals, Sixth Circuit 2001, U S Court of Appeals, SecondCircuit 2001, U S Court of Appeals, Third Circui t
STEVEN B. SINGER specializes in securities fraud litigation. Mr Singer received hisB A , cum laude, from Duke University in 1988 and his J D from Northwestern Umversity in1991 He has worked on a number of high profile cases for the firm, including the In re 3ComSecurities Litigation, which resulted in the largest securities fraud class action settlement inNinth Circuit history, and the celebrated Texaco discrimination litigation His work on that caseled to his nomination in 1997 for "Trial Lawyer of the Year" by the Trial Lawyers for PublicJustice Mr Singer is a member of the New York State and American Bar Association s
ADMISSIONS Admitted to the bar , 1992, New York 1992, U S Dist rict Courts,Easte rn and Southern Districts of New York
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OF COUNSEL
J. ERIK SANDSTEDT, Of Counsel to the firm, received his B A, with distinction, fromthe University of North Carolina at Chapel Hill, and his J D from Columbia University Schoolof Law, where he was a Harlan Fiske Stone Scholar and an Editor of the Columbia Journal ofLaw and Social Problem s
Mr Sandstedt has been involved with a number of high profile securities fraud litigationsfor the firm, including In re WorldCom, Inc Securities Litigation and In re McKesson HBOC,Inc Securities Litigation He is currently one of the lead trial attorneys in In re IndependentEnergy Holdings PLC Securities Litigation, pending in the Southern District of New York, andIn re Suprema Specialties Securities Litigation, pending in the District of New Jersey He is anactive member of the state and federal bar associations in New Jersey and is theattorney-in-charge of the firm's New Jersey office He is also a frequent lecturer at the firm'sInstitutional Investor Forum, and he has served as a commentator on programs and shows suchas NPR's "Marketplace "
Before joining the firm, Mr Sandstedt was the Deputy Chief of Staff of the CriminalDivision of the United States Department of Justice In that capacity, Mr Sandstedt wasresponsible for the development and implementation of criminal justice policy, overseeing majorprosecutions and legislative initiatives, and managing the day-to-day affairs of the Division Inparticular, Mr Sandstedt helped coordinate the response of federal law enforcement to the eventsof September 11th and was involved with negotiating and drafting portions of the USA PatriotAct
From 1998 through 2001, Mr, Sandstedt was an Assistant United States Attorney in theSpecial Prosecutions and Criminal Divisions of the United States Attorney's Office for theDistrict of New Jersey There, he conducted numerous complex fraud and corruptioninvestigations and tried many cases to verdict . He also led the District's efforts to combat moneylaundering as the head of a task force consisting of agents from the IRS, FBI, DEA, LISPS andCustoms, and he served as the liaison to the IRS Criminal Investigations Division with respect toall criminal tax matters Mr Sandstedt won numerous awards and commendations as a federalprosecutor He also was an Associate of the Edward Bennett Williams Inn of Court, an AdjunctProfessor at Seton Hall University School of Law, and a lecturer on "The Role of the FederalProsecutor" at Georgetown, George Washington, American and Catholic Law Schools .
Mr Sandstedt began his legal career as a litigation associate at Latham & Watkins, wherehe was primarily involved with corporate investigations and the defense of securities fraud andwhite collar criminal cases
ADMISSIONS Admitted to bar, 1995, New Jersey and U S District Court for theDistrict of New Jersey 1996, New York and U S District Courts for the Southern and EasternDistricts of New York 1998, U S Court of Appeals, Third Circui t
G . ANTHONY GELDERMAN, I II , formerly a partner with Tarcza & Gelder-man inNew Orleans, Louisiana, has served as Of Counsel to BLB&G for the last several years andheads the firm's Louisiana offic e
Mr Gelderman served as Chief of Staff and General Counsel to the Treasurer of the Stateof Louisiana, (1992 - 1996) and prior to that served as General Counsel to the LouisianaDepartment of the Treasury Mr Gelderman also coordinated all legislative matters for the State
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Treasurer during his tenure with the Treasury Department Earlier in Mr Gelderman's legalcareer, he served as law clerk to U S District Judge Charles Schwartz, Jr, Eastern District ofLouisiana (1986 - 1987)
Mr Geldennan is a former adjunct professor of law at the Tulane Law School where hehas taught a course in legislative process He is a member of the Louisiana State (Chairman,Young Lawyers Continuing Legal Education Committee, 1990-1993) and American BarAssociations In 1995, Mr Gelderman was profiled by the American Bar Association inBarrister magazine as one of the 25 young lawyers in America making a difference in the legalprofession
ADMISSIONS Admitted to bar, 1986, Louisiana 1997, U S Distract Courts for theEastern Distract and Middle District of Louisiana .
DEBORAH STURMAN is a distinguished international litigator She representsEuropean institutional investors in securities actions in the United States and also counselsEuropean investors in connection with their United States investment s
Ms Sturman conceived of and filed the first suits in United States courts on behalf ofHolocaust-era slave labor victims that led to recoveries of approximately $7 billion She has beenprofiled in both The Wall Street Journal and Financial Times for her innovative lawyering. MsSturman regularly appears as a legal commentator on German, Dutch and Belgian television, aswell as on numerous international and national Continuing Legal Education panels for complexand international litigatio n
During the 1990's, she represented Holocaust survivors and their heirs seeking restitutionof real property in the former East Germany "Aryanized" during World War If Deborah is amember of the California Holocaust Era Insurance Oversight Committee, to which she wasappointed by California Governor Gray Davis in 2000 She was also appointed Special LiaisonCounsel in In re Holocaust Victim Assets Litigation In 2000, she was a runner-up for NationalLaw Journal Lawyer of the Year
Ms Sturman received a Prix d'Excellence from the Royal Brussels Conservatory ofMusic and a J D from the University of California at Los Angeles School of Law She practicesprimarily out of the firm's New York office
ADMISSIONS Admitted to bar, 1995, California 1995, Supreme Court of the State ofCalifornia 1999, Federal Circuit Court of Appeals and U S District Court for the Distract ofColumbia Admitted to bar, 2000, New York 2000, U S District Courts for the Southern andEastern Districts of New York 2000, U S Court of Appeals, Second Circuit
RONALD LITOWITZ, a founding partner of the firm, has practiced in the areas ofsecurities fraud and derivative litigation
Mr Litowitz received his bachelor's degree from Williams College in 1961 and his J .Dfrom New York University (LL B) in 1964 where he was a John Norton Pomeroy Scholar MrLitowitz was also the Editor of the Annual Survey ofAmerican Law from 1963-1964 .
ADMISSIONS Admitted to bar, 1965, New Jersey and U S District Court, District ofNew Jersey 1967, New York, U S District Court for the Southern and Eastern Districts of NewYork and U S Court of Appeals, Second, Sixth and Ninth Circuits 1986, U S Supreme Cour t
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SENIOR COUNSEL
ROCHELLE FEDER HANSEN, Senior Counsel to the firm, received her B A fromBrooklyn College of the City University of New York in 1966 and her M S . in 1976 Shereceived her J D , magna cum laude, from Benjamin N Cardozo School of Law in 1979, whereshe was a member of the Law Revie w
Ms Hansen was the principal associate on a number of high profile securities fraud casesat the firm, including Storage Technology, First Republic, and the RJR Nabisco Litigation Shehas also acted as Antitrust Program Coordinator for Columbia Law School's Continuing LegalEducation Trial Practice Program for Lawyers
She is a member of the bar of the State of New York (1980), the U S District Courts forthe Southern (1980) and Eastern (1980) Districts of New York, and the U S Court of Appeals,Fifth Circuit (1993) as well as the Northern District of New York (1996 )
JEFFREY N. LEIBELL specializes in prosecuting secunties class actions as well asderivative actions involving breaches of fiduciary duty and corporate governance on behalf ofthe firm's clients
Also a Certified Public Accountant, Mr Leibell served as a Senior Manager in the AuditDepartment of Deloitte & Touche LLP, where he audited "Fortune 500" and other companies ina variety of industries, prior to attending law school Since joining the firm in 1996, he hasprosecuted a number of the firm's most significant cases, including In re Cendant CorporationSecurities Litigation, which resulted in a $3 2 billion settlement, and McCall v Scott, theColumbia/HCA Derivative Litigation .
He received his B S , cum laude, in Accounting from Brooklyn College of the CityUniversity of New York in 1979, and a J D . from Columbia University in 1992, where he wasthe Senior Notes Editor of the Columbia Business Law Review and a Harlan Fiske Stone Scholar .Mr Leibell is the author of "Accountant's Liability in the Savings & Loan Crisis An Argumentin Favor of Affirmative Defenses "
Mr Leibell is a member of the New York State Society of Certified Public Accountants,the New York State Bar Association and the American Bar Associatio n
He is admitted to the bar of the State of New York (1992), U S District Courts for theSouthern and Eastern Districts of New York (1993), U S Court of Appeals, Second Circuit(1996), U S District Court for the Eastern District of Michigan (1996), U S. Court of Appeals,Sixth Circuit (1999), U S District Court for the District of Colorado (2000) and the U S Courtof Appeals, Third Circuit (2000)
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THE ASSOCIATES OF THE FIRM
JAVIER BLEICHMAR received his bachelor's degree in 1992 from the University ofPennsylvania, and received his J D from Columbia Law School in 1998, where he was a HarlanFiske Stone Scholar and Managing Editor of the Journal of Law and Social Problems MrBleichmar is the author of "Deportation as Punishment A Historical Analysis of the BritishPractice of Banishment and Its Impact on Modem Constitutional Law," published in the Fall1999 volume of the Georgetown Immigration Law Journal He has actively participated in theImmigrants' Rights Project sponsored by the New York State Defenders' Association MrBleichmar's practice at the firm focuses on securities fraud litigation Together with firmpartners Daniel Berger and Steven Singer, Mr Bleichmar successfully prosecuted In re ConsecoSecurities Litigation resulting in an $120 million settlement He is a member of the bar of theState of New York (1999) as well as the United States District Courts for the Southern andEastern Distracts of New York (1999)
TIMOTHY A. DeLANGE received his B A from the University of California,Riverside in 1994 and his J D from the University of San Diego School of Law in 1997 He wasthe 1994 recipient of the American Jurisprudence award in Contracts Prior to joining the firm,Mr DeLange practiced complex litigation at Brobeck, Phleger & Harrison LLP He is admittedto bar of the State of California (1997), the U .S District Court for the Southern District ofCalifornia (1997) and the U S District Court for the Central District of California (2001) MrDeLange practices out of the firm's California offic e
ALICIA M . DUFF received her B A, cum laude, in 1994 from the University ofMassachusetts at Amherst, where she was a member of the University Honors Program Shereceived her J D , magna cum laude, in 1997 from the Suffolk University Law School where sheserved on the Editorial Board of the Suffolk University Law Review as Articles Editor andauthored several articles for the Law Review Prior to joining the firm , Ms Duff served as a lawclerk to the j ustices of the Superior Court of Massachusetts , practiced general litigation andprosecuted securities class actions in Boston , Massachusetts She is admi tted to the bars of theStates of Massachusetts ( 1997) and New York (2001), the U S District Court for the District ofMassachusetts ( 1998) and U S Court of Appeals for the First Circuit (2000) Ms Duff practicesout of the firm 's California office .
JENNIFER L. EDLIND received her B A , magna cum laude, from CedarvilleUniversity in 1995 where she was selected by the faculty as Student of the Year and was therecipient of the President's Trophy for leadership and scholarship . She received her J D fromBrooklyn Law School in 1999 where she was Production Editor of the Brooklyn Law Review anda member of the Moot Court Honor Society After law school, Ms Edlind worked as a litigationassociate at Robinson Silverman Pearce Aronsohn & Berman LLP in New York Immediatelyprior to joining the firm, she clerked for the Honorable Richard M Berman, United StatesDistrict Judge for the Southern District of New York She is a member of the Federal BarCouncil Inn of Court Together with firm partners Max Berger, Sean Coffey and Steven Singer,Ms Edlind is currently on the team responsible for prosecuting the In re WorldCom, Inc
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Securities Litigation She is admitted to the bar of the State of New York (2000) and the U SDistrict Courts for the Easte rn and Southern Districts of New York (2000)
JOSEPH A. FONTI received his B A from New York University College of Arts andScience, cum laude, in 1996 He received his J D from New York University School of Law in1999 where he was active in Marden Moot Court Competition and a Student Senator-at-Large ofthe NYU Senate Prior to joining the firm, Mr Fonti was a litigation associate at Sullivan &Cromwell in New York Over the past several years, he has represented victims of domesticviolence in affi liation with inMotron, an organization that provides pro bono legal se rv ices toindigent women He is admitted to practice in the State of New York (2000) and the U SDistrict Courts for the Southern and Eastern Districts of New York (2001 )
PATRICIA S. GILLANE received her B A , cum laude, from Columbia University in1985 and her J D from Brooklyn Law School in 1989, where she was an editor of the BrooklynLaw Review Ms Gillane is the author of the "One Moment in Time The Second Circui tPonders Choreographic Photography as a Copyright Infringement Horgan vs MacMillan "Sheis part of the team responsible for successfully prosecuted In re Bennett Funding GroupLitigation, which arose out of the largest Ponzi scheme in history . Over $150 million hasalready been recovered for the class as the matter continues to be prosecuted against severalremaining defendants She is a member of the Association of the Bar of the City of New York,where she was a member of the Professional Responsibility Committee from 1996 until 1999 andis also a member of the American Bar Association Ms Gillane is a member of the bar of theState of New York (1990) as well as the U S. District Courts for the Southern and EasternDistricts of New York (1990) .
BEATA GOCYK-FARBER received her B A , summa cum laude, from AdelphiUniversity in 1994 and her J D , summa cum laude, from the Benjamin N Cardozo School ofLaw in 1997 where she was a member of the Cardozo Law Review and the Order of the CoifPrior to receiving her degree at Adelphi, Ms Gocyk-Farber was awarded the Scholarship forAcademic Excellence at Jagiellonian University in Cracow, Poland . At Cardozo she was aBalkin Scholar and the recipient of the West Publishing Award for Academic Excellence Sheauthored "Patenting Medical Procedures In Search of a Compromise Between Ethics andEconomics" for the Law Review in 1997 Prior to joining BLB&G in 2001, Ms Gocyk-Farberwas an associate with Cleary Gottlieb Steen & Hamilton She is a member of the InternationalLaw Section of the American Bar Association and is admitted to practice in the State of NewYork (1998) .
HANNAH E. GREENWALD received her B A, cum laude, from Cornell University in1995, and received her J D from the Dickinson School of Law of The Pennsylvania StateUniversity, where she was a member of the Woolsack Honor Society, in 1998 While atDickinson, Ms Greenwald was a Comments Editor of the Dickinson Law Review She was alsothe recipient of the D Arthur Magaziner Human Services Award, awarded to the senior who hasdemonstrated good character, sound academic performance, high ethical standards, fidelity to thehighest goals of the profession and commitment to selfless human service Before joiningBLB&G, Ms Greenwald was a prosecutor in the Insurance and Unemployment Fraud Divisionof the Massachusetts Attorney General's office Prior to that, she was an Assistant Distric t
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Attorney in the Middlesex County (Massachusetts) District Attorney's office from 1998 to 2000Ms Greenwald is admitted to practice in States of Massachusetts (1998) and New York (2002)
ANDREW M. GSCHWIND graduated from Duke University in 1990, summa cumlaude, where he was a Phi Beta Kappa scholar Mr Gschwind was selected to study abroad atOxford University during the 1988-1989 academic year, and he graduated, with Honors, inPhilosophy He received his J D from the University of California, Boalt Hall School of Law in1996, where he was a member of the California Law Review and received an award for Best OralArgument in Moot Court While clerking for the Hon Joseph T Sneed of the Ninth CircuitCourt of Appeals during the Summer of 1994, Mr Gschwind edited and revised Judge Sneed'sbook on the Fourteenth Amendment, Footprints On the Rocks of the Mountain As a litigationassociate with Goodwin, Procter & Hoar LLC he was selected to participate in the Boston BarAdvocacy Program, representing several indigent defendants pro bono in criminal cases in statecourt He is a member of the American Bar Association, the Federal Bar Council, the New YorkState and New York City Bar Associations and the National Association of Consume rAdvocates Mr Gschwind is currently part of the team prosecuting McCall v Scott, theColumbia/HCA Healthcare Corporation Derivative Litigation arising from the largest healthcarefraud in history He is a member of the bars of the states of New York (1996), Massachusetts(1996 - retired status), the United States District Court for the District of Massachusetts (1997)and the Southern District of New York (2001),
AVI JOSEFSON received his B A , cum laude, from Brandeis University in 1997 andhis J D , Dean's List, from Northwestern University in 2000 At Northwestern, Mr Josefsonrepresented indigent juvenile and adult clients in various courts and was awarded the JusticeStevens Public Interest Fellowship (1999) and the Public Interest Law Initiative Fellowship(2000) He is a co-author of several articles including "Top 10 Considerations When SeekingInsurance Recovery for E-Commerce and Internet Claims," which he wrote for the 19th AnnualABA Mid-year Meeting of Committee on Corporate Counsel Materials, as well as "Political andCurrency Risk Insurance" and "It's Not a Small World After All Meeting the Challenge ofGlobal Risks" which he wrote for the Manufacturers Alliance Risk Management Councils I & IIHe is admitted to practice in the state of Illinois (2000)
ERIC T. KANEFSKY received his B A in 1999 from The George WashingtonUniversity and his J D ., cum laude, from Temple University in 2002, where he was AssociateResearch Editor of the Temple Law Review While at Temple, Eric served as a student law clerkto The Honorable Bruce W Kauffman, United States District Judge for the Eastern District ofPennsylvania and The Honorable James R Melmson, Chief Magistrate Judge for the EasternDistrict of Pennsylvania After law school, Mr Kanefsky was a litigation associate in the WhiteCollar and Government Enforcement Group at Ballard Spahr Andrews & Ingersoll LLP inPhiladelphia He is admitted to the bars of the State of Pennsylvania (2002), New Jersey (2002),the U S District Court for the Eastern District of Pennsylvania (2003) and the U S District Courtfor the District of New Jersey (2003 )
JOHN A. KEHOE received a B A from DePaul University in 1986 and a Master'sdegree in Public Administration from the University of Vermont in 1994 where he was vicepresident of the Public Administration Student's Association He received his J D , magna cum
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BERNSTEIN LITOWITZ BERGER & GROSSMANN LL P
laude, from Syracuse University College of Law in 1997 where he was an Associate Editor ofthe Syracuse Law Review, an Associate Member of the Moot Court Board, and an alternatemember on the National Appellate Team Prior to joining the firm, Mr Kehoe had extensivesecurities litigation experience as an associate at Clifford Chance US LLP, where he also had aprominent role representing a pharmaceutical manufacturer in In re Vitamin Antitrust LitigationPrior to law school, he worked as a police officer in Burlington and Brattleboro, Vermont andserved as the lead investigator in over 1000 felony and misdemeanor complaints Mr Kehoe is amember of the team prosecuting the In re Bristol Myers Squibb Securities Litigation He isadmitted to the bars of the State of New York (1999) and the U S District Court for the SouthernDistrict of New York (1999)
KEVIN B . MARTIN received his B A , magna cum laude, in 1995 from EmoryUniversity where he was Phi Beta Kappa and Dean's List all semesters He received his J D in1998 from the New York University School of Law, where he was a member of the FederalDefender Clinic Prior to joining the firm, he prosecuted federal securities matters as SeniorCounsel in the United States Securities and Exchange Commission's Division of Enforcement(New York office) His practice at the SEC involved the investigation and litigation ofaccounting irregularities, insider trading, market manipulation, fraudulent public offerings,corporate record keeping and reporting violations He prosecuted commercial litigation as aLitigation Associate at Altschuler Grossmann Stein & Kahan before has tenure at the SECAmong other matters, Mr Martin is currently a member of the teams prosecuting the In reSymbol Technologies, Inc Securities Litigation, Teachers Retirement System of Louisiana, et alv ACLN Limited, et al and In re Cable & Wireless, PLC Securities Litigation on behalf ofseveral institutional investor clients . He is admitted to the bars of the State of California (1999)and the U S District Court, Central District of California (1999 )
EITAN MISULOY IN received his B .S from Boston University's School ofManagement in 1997 . He then completed Hofstra University's joint-degree program in threeyears, receiving his M B A , With Distinction, and his J .D , Dean's List, in 2001 He is the authorof "The Group Legal Plan Revolution Bright Horizon or Dark Future9" for the Hofstra Labor &Employment Law Journal Mr Misulovin is a Series 7 and Series 63 licensed securities dealerand is fluent in English, Russian and Hebrew He is a member of the bars of the States of NewJersey (2001) and New York (2002) and is admitted to practice in the U S District Courts for theDistrict of New Jersey (2001) and the Southern and Eastern Districts of New York (2002 )
BLAIR A. NICHOLAS has focused his practice on the litigation of securities andconsumer class actions and has represented sophisticated institutional investors in theprosecution of significant securities fraud actions Mr Nicholas recently served on the trial teamthat prosecuted Rainforest Cafe, Inc v State of Wisconsin Investment Board, et al, ashareholders' dissenter rights action litigated in the state court of Minnesota and brought onbehalf of firm clients , the State of Wisconsin Investment Board , Central Florida Investment sInc , and 70 other former investors in the Rainforest Cafe, Inc Mr Nicholas also recentlyserved on the litigation team that represented the Policemen and Firemen Retirement System ofthe City of Detroit in In re Legato Securities Litigation , which se tt led for $85 million, as well asthe litigation team that represented the Louisiana School Employees ' Retirement System in In reFinova Group Inc Securities Litigation , which se ttled for $42 million Mr Nicholas was also a
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BERNSTEIN LITOWITZ BERGER & GROSSMANN LL P
member of the litigation team that prosecuted In re Informix Securities Litigation, which settledfor $142 million Mr Nicholas authored "Reforming the Reform Act and Restoring InvestorConfidence in the Securities Markets," which was published in the Securities Reform ActLitigation Reporter (Vol 13, No 4, July 2002) Mr Nicholas is an active member of the StateBar of California, the Federal Bar Association, the San Diego County Bar Association, theAssociation of Business Trial Lawyers of San Diego and the Consumer Attorneys of San DiegoMr Nicholas also serves as a member of the American Bar Association's Securities LitigationCommittee and served as co-editor of the ABA's Securities News Mr Nicholas received a B Ain Economics from the University of California, Santa Barbara, where he was a member of theGolden Key National Honor Society, and a J D from the University of San Diego School ofLaw At the University of San Diego School of Law, Mr Nicholas served as Lead ArticlesEditor of the San Diego Law Review He practices out of the firm's California office He isadmitted to the bar of the State of California (1995), to the Ninth Circuit Court of Appeal (1996)and to the United States District Courts for the Southern, Central and Northern Districts ofCalifornia (1996) and the District of Arizona (1996) Mr Nicholas practices in the firm'sCalifornia office
NIKI L. O'NEEL received her B A from the University of Oregon in 1994 Ms O'Neelreceived her J D from the University of Oregon School of Law in 1997 where she was a memberof the Order of the Coif and a Managing Editor of the Oregon Law Review, for which she wrote"Rooney v Kulongoski, Limiting the Principle of Separation of Powers?" She served as judiciallaw clerk to the Honorable Chief Judge Michael R Hogan of the United States District Court forthe District of Oregon from 1998 to 2001 where she received the Distinguished Servic eRecognition in September 2001 Before joining BLB&G, Ms O'Neel represented both plaintiffsand defendants in commercial and employment litigation, practicing in both Hawaii andCalifornia Ms O'Neel is a member of the Federal Bar Committee of the San Diego County BarAssociation She is admitted to the bar of the States of Hawaii (1997) and California (2001) andpractices out of the firm's California Office .
GERALD H. SILK received his B S in Economics from the Wharton School ofBusiness, University of Pennsylvania in 1991, and a J D , cum laude, from Brooklyn Law Schoolin 1995 where he was a member of the Moot Court Honor Society In 1995-96, Mr Silk servedas a law clerk to the Hon Steven M . Gold, U S M J , in the United States District Court for theEastern District of New York Prior to joining the firm, Mr Silk was an associate in the Businessand Securities Litigation Department at Weil, Gotshal & Manges LLP, where he was primarilyinvolved in defending securities cases and counseling boards of directors on corporategovernance matters Since joining the firm in 1998, Mr Silk has represented numerous publicpension funds and other institutional investors on matters involving the federal and statesecurities laws, accountants' liability and the fiduciary duties of corporate officials Mr Silk alsolectures to institutional investors at conferences throughout the country and has written severalarticles on developments under the securities laws He is a member of the bar of the State ofNew York (1996) as well as the U S. District Courts for the Southern and Eastern Districts ofNew York (1997)
DAVID R . STICKNEY received his B A from the University of California at Davis in1993 and his J D from the University of Cincinnati College of Law in 1996, where he was a
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Jacob B Cox scholar He served as lead articles editor of the University of Cincinnati LawReview and authored "Throwing Away `Flow Control' Effective Solid Waste ManagementSuccumbs to the Dormant Commerce Clause C & A Carbone, Inc v Town of Clarkstown, 114S Ct 2004 (1994)" During 1996-1997, Mr Stickney served as law clerk to the HonorableBailey Brown of the U S Court of Appeals for the Sixth Circuit He was the principal associateresponsible for prosecuting BFA Liquidation Trust v Arthur Andersen LLP which resulted in asettlement of $217 million -- the largest settlement ever by Andersen and the second largest by apublic accounting firm in history Mr Stickeny's professional affiliations include the AmericanBar Association and the Association of Business Trial Lawyers He is a member of the bars ofthe State of California, the U S Court of Appeals for the Sixth Circuit, and the U S DistrictCourts for the Northern, Southern, and Central Districts of Ca lifornia Mr. Stickney practices inthe California office
STEPHEN W. TOUNTAS received his B A from Union College in 2000 and his J Dfrom Washington University School of Law in 2003 where he was a Scholar in Law While atWashington University, he was Editor-in-Chief of the Washington University Journal of Lawand Policy, as well as a Finalist in the annual Environmental Moot Court competitio nAdditionally, Mr Tountas worked as Research Assistant to Dean Joel Seligman, one of thecountry's foremost experts on securities law, for whom he performed extensive research toupdate the most recent two volumes of Loss & Seligman on Securities Regulation Mr Tounta sis the author of "Carnivore Is the Regulation of Wireless Technology a Legally Viable Option toCurtail the Growth of Cybercrime," published in 1 I Wash U J L & Pol'y 351 In recognition ofthis Note, the faculty selected him to receive the Scribe's Award, presented annually to a studentwho authors an exemplary Note of outstanding publishable qualit y
VICTORIA O. WILHEIM received her B A from California State University at LongBeach in 1992 and her J D from Southwestern University School of Law in 1996, where she wasa member of the Moot Court Honors program Ms Wilhelm prosecutes securities an ddiscrimination class actions on behalf of the firm's clients She is a member of the bars of thestates of California (1996) and New York (1999 )
ANDREW I . ZLOTNIK received his B A from the University of Virginia in 1997 andhis J D. from the University of San Diego Law School in 2002 Mr Zlotmk has worked as a lawclerk for the firm since the summer of 2000 and joined the firm as a full time associate i nSeptember 2002 . Along with firm partner Robert Gans, he co-authored "Bad Cases Mean BadLaw (For Plaintiffs)- Compaq and the Heightened Adequacy Standard Under Rule 23" for thePracticing Law Institute's Accountants' Liability - After Enron conference . Pnor to starting lawschool Mr Zlotruk worked as an organizer for the United Food and Commercial WorkersInternational Union, and was a director of field operations for Proposition MM, a local schoolbond initiative which raised $15 billion to repair San Diego city schools He practices out of thefirm's California office
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