Randy, who is a member of Ropes & Gray’s governing Policy Committee and former head of the firm’s business and securities litigation practice group, focuses on securities litigation, corporate governance matters, deal-related litigation, contentious insolvency litigation, securities enforcement matters, D&O insurance coverage, and other complex commercial disputes. Called “an engaged, passionate advocate of superior creativity” by Chambers USA, Randy has considerable experience in both the courtroom and the boardroom from his successful representations of corporations, financial services companies, private equity clients, hedge funds and individual officers and directors in corporate and securities disputes across the country. Randy has also conducted numerous internal investigations for clients involving highly sensitive matters, successfully defended against investigations and threatened actions by the SEC, DOJ and other government agencies, and guided companies through grand jury investigations to avoid criminal prosecution.
Prior to joining Ropes & Gray, Randy served as an Assistant U.S. Attorney for the Southern District of New York, where his notable successes included convictions in the six-month trial of high-ranking members of the Medellin Cocaine Cartel as well as the two-month trial of the acting boss and other members of the Luchese Organized Crime Family of La Cosa Nostra.
Experience
- Keurig Green Mountain. Lead counsel in securing complete dismissal of a federal securities class action challenging statements concerning the company’s introduction of a new product. After prevailing on a motion to dismiss the plaintiffs’ first consolidated complaint, the plaintiffs agreed to voluntarily dismiss the action with prejudice following a hearing on Ropes & Gray’s motion to dismiss a second amended complaint and motion for sanctions. Also lead counsel defending KGM in three sets of securities fraud and derivative actions and related SEC investigation regarding alleged accounting improprieties. Successfully secured a Second Circuit affirmation of the dismissal in one securities action, an appeal was withdrawn in another and convinced the SEC to close its four-year long inquiry without recommending any enforcement action against the company or its current or former employees.
- Public Rare Disease Biotech Company. Lead counsel defending the Company, its CEO and other executives against allegations of fraudulently inflating the share price of the Company’s common stock by failing to disclose information they were under a duty to disclose related to the drug under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The plaintiffs sought hundreds of millions in damages, and we negotiated a resolution to this matter on terms favorable to our client.
- EZCorp Inc. Lead counsel in securing complete dismissal of three former audit committee members of the Board of Directors of EZCORP in a derivative action alleging that they breached their fiduciary duties by entering into contracts with a consulting firm owned by the company’s controlling shareholder. One of the first cases to be argued following the decision by the Delaware Supreme Court in the seminal case In re Cornerstone Therapeutics Inc. regarding the pleading requirements for non-exculpated breaches of fiduciary duty.
- Demoulas Supermarket. Lead litigation counsel representing a special committee of Demoulas Supermarket’s Board of Directors (owners and operators of supermarket chain Market Basket). Helped guide the committee through a highly complex and contested transaction valued at over $1.6 billion, which received widespread and long-standing national media attention. As part of this effort, represented the chairman of the board against a motion for preliminary injunction challenging his independence and seeking to enjoin a $300 million distribution by the Board. Successfully opposed preliminary injunction motion and moved to dismiss the complaint, ultimately allowing Ropes & Gray’s client to continue serving as chairman of the board.
- Carter’s Inc. Lead counsel representing the large public company clothing retailer in actions arising out of the company’s restatement and past M&A activity, securing dismissal of claims against the company in a multiple hundred million dollar securities fraud class action. Also represented the company in related parallel DOJ and SEC investigations and secured the first non-prosecution agreement with the SEC wherein no enforcement action was taken against the company in light of its cooperation with regulators.
- GT Advanced Technologies, Inc. Lead counsel representing GT Advanced Technologies and its lead venture capital sponsors in a securities class action brought by shareholders alleging Section 11 and Section 12 claims arising from alleged disclosure violations in a $500 million IPO. Negotiated a settlement of this action on terms very favorable to our clients.
- BioMimetic Therapeutics, Inc. Lead counsel securing a complete victory with the Sixth Circuit affirming the dismissal of a securities class action in which plaintiffs claimed damages in excess of $75 million alleging fraud in the company’s statements concerning its flagship medical product.
- Bain Capital Partners, Thomas H. Lee Partners, Welsh Carson Anderson & Stowe, Silver Lake Partners and TPG. Lead counsel representing private equity funds in shareholder litigation challenging deals involving billions of dollars relating to private buy-outs of public companies.