Richard E. Coe

Transaction and Commercial Litigation

Rick assists clients in individual and class claims arising from mergers and acquisitions and other corporate transactions. He defends against allegations of breaches of representations and warranties in deal documents and of fiduciary duty and nondisclosure agreements. Rick also negotiates working-capital disputes and represents companies and governing boards in internal and government investigations associated with securities and investment laws. Rick’s significant experience with commercial transactions enables him to advise companies about their litigation strategies from a business perspective and develop a strategy that results in a positive business outcome.

Antitrust

Rick fights allegations of price fixing, market monopolies and other anticompetitive practices brought by competitors and state and federal authorities. Rick counsels companies on the pricing, distribution and marketing of products in a competitive environment, exclusive dealing arrangements and joint ventures.

White Collar

Rick represents executives, insurance companies, governing boards, universities and others in white collar cases, including RICO lawsuits, and in investigations by government agencies related to alleged fraud, improper billing practices, tax and other matters.

Representative Experience

• Representing an investment adviser in case challenging a sale of its assets to a public company and asserting claims for breach of fiduciary duty and breach of governing documents; successfully defended against motion for preliminary injunction and obtained dismissal of all claims challenging client’s right to close transaction
• Represented trustee appointed by bond holders in action to enjoin debt offering; received favorable ruling after preliminary injunction hearing that resulted in issuer restructuring debt offering
• Represented an investment adviser in case asserting breach of a non-disclosure agreement signed in connection with due diligence for a potential transaction; successfully defeated motion to dismiss and motion for summary judgment
• Represented multi-national private label beverage manufacturer in case asserting breach of representations and warranties in an asset purchase agreement; obtained significant settlement for client
• Represented plastics manufacturer in responding to several shareholder books and records requests and defended manufacturer against motion for preliminary injunction seeking disclosure of additional records and freeze on all payments to owners and officers of manufacturer; successfully convinced shareholders to drop demands after initial conference with the court
• Successfully defended multi-national private label beverage manufacturer in an arbitration against an acquired juice company that sought more than $10 million in additional payment claiming our client breached the asset purchase agreement’s earnout provisions; after a multi-week JAMS arbitration, the panel found for our client on all claims
• Represented provider of IT and consulting services to health care industry in lawsuit challenging the sale of the company on the grounds that it undervalued the company’s stock; successfully motioned for a preliminary injunction
• Represented investment companies in lawsuit alleging that they were responsible for a related companies’ alleged interference with a merger agreement and that they made false statements in securities filings; case settled on favorable terms for our client after we filed a motion for summary judgment on their behalf
• Represented a Special Committee of independent directors of a Fortune 50 company in conducting an internal investigation of allegations that the CEO engaged in insider trading and that the General Counsel acted to conceal the alleged securities law violations; convinced the SEC to accept the findings of our internal investigation and desist from taking any action against the company or any of its employees
• Represented mutual fund in class action litigation challenging fund’s investments for Alabama’s Prepaid Affordable College Tuition program; won motion to dismiss all claims.
• Represented special litigation committee of board of directors of mutual funds and assisted committee with the evaluation of a proposed settlement of securities litigation alleging that the fees charged by the funds’ advisers were excessive
• Represented independent trustees of mutual funds in class action alleging that funds charged shareholders excessive fees which were used to pay “kickbacks” to brokerage firms to steer new investors to the funds in violation of the securities laws; won motion to dismiss all claims
• Represented independent directors of mutual funds in derivate and class litigation asserting that alleged “market timing” and “late trading” of mutual fund shares violated various provisions of the securities laws; won motion to dismiss most claims and convinced plaintiffs to dismiss remaining claims against our clients without prejudice
• Represented plaintiff software company in a matter asserting securities law and misappropriation of trade secrets claims as well as claims for breach of an earnout provision in a purchase agreement; defeated a motion to dismiss and settled on favorable terms for our client
• Representing pharmaceutical company in nationwide class action alleging that it fixed the price of blood reagents; successfully convinced the 3rd U.S. Circuit Court of Appeals to vacate the trial court’s class certification order
• Representing pharmaceutical company and pharmacy benefit manager in litigation alleging that pharmacy benefit managers conspired to fix reimbursement rates for pharmacies; currently opposing motion for class certification
• Represented pharmaceutical company in case alleging the nation’s major pharmaceutical manufacturers fixed the price of prescription drugs; won summary judgment and had decision affirmed by the California Court of Appeals and Supreme Court
• Defended an environmental certification organization against a consumer protection and antitrust complaint filed by a competing organization with the FTC alleging an attempt to monopolize the certification marketplace; convinced the FTC not to bring an enforcement action against the organization
• Represented health care system against claims that it monopolized a market for ambulance services; plaintiff accepted an offer of judgment made by our client after we filed a number of motions in limine on the eve of trial
• Represented health care consulting company against claim that their collection of hospital reimbursement data facilitated a price-fixing conspiracy; won motion to dismiss all claims
• Represented consortium of companies in the tax software industry in case alleging that its administration of free federal online tax preparation and filing services violated the antitrust laws and other laws; motion to dismiss the antitrust and other claims granted
• Represented software designer in investigation conducted by the attorneys general of a number of states challenging the companies’ licensing, service, and training practices; convinced the state attorneys general to close the investigation without an enforcement action
• Represented university in investigation conducted by the National Science Foundation (“NSF”) into the university’s use of federal grant money; convinced the NSF to discontinue the investigation
• Represented founder and CEO of a professional services firm in investigation by IRS criminal investigators into suspected corporate tax deductions for personal expenses; convinced the IRS to discontinue the investigation before indictment
• Represented university in senate committee investigation of recruiting practices of proprietary educational institutions
• Represented insurance company in RICO lawsuit against medical providers challenging their fraudulent billing practices and alleged attempted murder of insurance company’s former counsel; forced providers to discontinue their practice
• Represented national telecommunications provider in investigation of qui tam claim asserted by former employee alleging telecommunications company improperly billed government for fraudulent phone calls
• Represented contractor in lawsuit against state department of labor alleging that department’s efforts to debar contractor was a violation of the federal RICO, antitrust and civil rights laws; convinced the department of labor to significantly modify its debarment order
• Represented manufacturer in medical monitoring class action alleging that manufacturer contributed to groundwater contamination under neighboring residential properties; successfully obtained dismissal of claims for property damages
• Represented petroleum distribution company against medical monitoring claim asserted on behalf of residents Hazleton, Pennsylvania claiming petroleum company was responsible for groundwater contamination. The court granted our motion for summary judgment and its decision was affirmed on appeal
• Represented a coatings manufacturer in a variety of asbestos matters in the Philadelphia Court of Common Pleas, including two jury trials; obtained a directed verdict in the first trial and settled the second matter on favorable terms after the completion of plaintiff’s evidence
• Represented a valve manufacturer in a variety of asbestos matters in the Philadelphia Court of Common Pleas
• Represented several waste industry haulers in lawsuits challenging municipal flow control ordinances on the grounds that they violated the Commerce Clause of the United States Constitution
• Represented a number of defendants in environmental litigation brought by municipality against neighboring businesses to recover costs to clean up groundwater contamination under landfill
• Represented a petroleum company in case alleging that contamination from service station reduced value of outlet shopping center; settled case on favorable terms for client after exchange of expert reports demonstrating that decline in value was unrelated to contamination