Steve is a trusted counselor to investors in the cannabis industry. He has brought and defended investors’ claims for nearly 30 years, believing 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 company founders, early-stage investors, venture funds, and other private investors who are prepared to utilize the legal process to create value. 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.
As the creator of RKS’s Valuation Litigation and Shareholder Rights Blog, Steve often writes about cannabis valuation issues alongside coverage of issues more generally 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.
Steve is a well-tested advisor who recognizes that earn-out provisions, new financing rounds, private equity exits, change-in-control transactions, M&A activity (including SPAC deals), partner call/put rights and event-driven investment strategies present opportunities for litigation recoveries that even sophisticated investors might fail to fully appreciate.
- Represented a substantial stockholder seeking fair value for his shares in Surterra, a company specializing in cannabis-based products. The matter proceeded as a Delaware appraisal action, which permits a shareholder to receive the “fair value” of his or her shares. Cannabis appraisals present the unique challenge of valuing a highly lucrative asset that is nevertheless currently illegal under US law. For more on this piece, please see our firm's post.
- Represented substantial investors in heavily regulated industries – including cannabis, precious metal mining, and liquor distribution – in litigation over earn-outs, put rights, and other post-closing and valuation disputes
- 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.
Steve is the founder of the RKS Valuation Litigation and Shareholder Rights Blog (VLSR), a clearinghouse for news and analysis involving cannabis valuation as well as global issues of shareholder and investor rights, including investors’ ability to use valuation litigation to enhance returns.