Steve is an original partner of the firm specializing in business valuation disputes, fiduciary duty claims and shareholder rights. He has brought and defended securities claims for nearly 30 years. Consistent with the firm’s mission statement, Steve believes that the greatest value proposition is to partner with his clients in pursuing value-maximizing litigation opportunities.
Steve is a go-to trial lawyer for hedge funds, institutional investors, family offices, university endowments, venture funds and other investors interested in utilizing the legal process to create value for their own investors. Whether by activist litigation, fiduciary duty claims, or appraisal and other valuation strategies, Steve has extensive experience across the gamut of options for shareholders. He regularly tries cases in Delaware Chancery Court and around the country for clients seeking outsized returns.
Among Steve’s significant trial experience:
- Led five-day trial in Delaware Chancery Court on behalf of hedge fund claiming acquisition of controlled company by controller was undervalued;
- Led seven-day trial in Delaware Chancery Court representing consortium of hedge funds with $500mm in valuation claims; established rule that appraisal prepayments are not subject to disgorgement;
- Led four-day trial in Delaware Chancery Court on behalf of hedge funds seeking compensation for the increase in target’s value between the signing of the merger and the closing, ultimately taking that issue to the Delaware Supreme Court;
- Among team leading three-day trial in Delaware Chancery Court regarding private equity acquisition of health care provider;
- Led two-week trial for hedge fund’s portfolio company suing competitor for employee piracy and wrongful competition, taking issue concerning jury right to Maryland Supreme Court;
- Led three-day trial in Delaware Chancery Court regarding value of American Idol asset (held by same company owning the likeness and image of Elvis Pressley and Muhammad Ali);
- Co-led two-week jury trial in Fairfax County Court defending public tech company from $120mm claim and winning directed verdict against plaintiff even before putting on the defense case;
- Led multiple successful arbitrations with JAMS, AAA, FINRA and other tribunals on contract, suitability, and commercial tort claims, representing hedge fund founders, private placement agents and broker-dealers;
- Led three-day jury trial in EDNY federal court defending against national sign company, winning jury verdict rejecting plaintiff’s claim and granting counterclaim for breach of implied covenant (jury verdict was rendered in under 90 minutes); successfully defended appeal in Second Circuit;
- Led week-long jury trial in SDNY federal court concerning broker-dealer termination, winning jury verdict for defendant broker-dealer (in under one hour of jury deliberation);
- Led two-day trial in SDNY Bankruptcy Court involving international dispute over bankruptcy discharge; and
- Led four-week trial in NJ state court successfully defending against fraudulent conveyance claim after Supreme Court remand.
As the co-creator of RKS’s Valuation Litigation and Shareholder Rights Blog, an online forum providing extensive coverage of issues surrounding shareholders’ active use of their rights to increase value, including by valuation litigation. Steve has become widely known for his insights on underutilized but highly effective shareholder tools.
Within the business valuation space, Steve’s practice has expanded to include focus on the growing cannabis sector, where he is handling cannabis valuation cases both within and outside Delaware.
Steve's work also includes representing investment funds in opt-out and direct litigation in securities fraud cases; he represents clients before the SEC and FINRA, and he is a member of FINRA's Board of Arbitrators.
- Pioneered shareholder litigation arbitrage strategy involving public company stockholder claims against underpriced mergers.
- Successfully represented wholesale liquor distributor in 2020 federal litigation over valuation of clawback right
- Argued in Delaware Supreme Court for recognition of appraisal award to reflect accretion in value between M&A transaction’s signing and closing. Watch the July 2020 argument here.
- Secured multi-million dollar recoveries for investors in several recent cases, including against Marrone Bio and its advisors.
- Defended client's constitutional right to a jury before Maryland's highest court. Watch the argument here.
- Litigated numerous valuation disputes to trial, trying such issues as discounted cash flow (DCF) inputs, adjustments to projections, synergies, weighted average cost of capital (WACC) disputes, perpetuity growth rate assumptions, discounts for lack of marketability (DLOM) and for lack of control (DLOC), and size premiums.
- Represented investors with over $2 billion at stake in business valuation disputes in the last five years.
- Won major issue of Delaware law that appraisal prepayments are not subject to clawback.
Reported Decisions of Note:
- Represented and negotiated, as corporate counsel, a settlement for a complex derivative action alleging related-party transactions and then challenged and substantially reduced the plaintiff's attorneys' fees, as reported at In re Emerson Radio Shareholder Derivative Action, 2011 WL 1135006 (Del. Ch. 2011).
- Represented a private foreign satellite manufacturer in a business dispute, as reported at NML Capital, Ltd. v. The Republic of Argentina, 2011 WL 1533072, (S.D.N.Y. Aug. 30, 2011), vacated as moot on other grounds, 2012 WL 4123151 (2d Cir. 2012).
- Represented a secondary mortgage purchaser against claims of predatory lending and discrimination, as reported at Grimes v. Fremont General Corp. et al., 785 F. Supp.2d 269 (S.D.N.Y. 2011), a decision cited over 100 times.
- Defended a national mortgage servicing company against a purported class action claiming allegedly improper and unauthorized fees in connection with the mortgage foreclosure process, as reported at Perkins v. WaMu et al., 655 F. Supp.2d 463 (D.N.J. 2009), in a decision cited over two dozen times.
- Represented an online communications company in an action concerning the timely exercise of a contractual option to renew a license under a source code agreement, as reported at FaceTime Communications, Inc. v. Reuters Limited, 2008 WL 2853389 (S.D.N.Y. July 22, 2008).
- Represented a former controlling stockholder in defense of the sale of a majority block of stock to competitors, resulting in a landmark decision of the Delaware Chancery Court, reported at Abraham v. Emerson Radio Corp., 901 A.2d 751 (Del. Ch. 2006), in a decision cited over a dozen times.