INTERNATIONAL SECURITIES

Global reach

Client centered

International representation

SRK is the only plaintiffs-oriented law firm with a truly global reach. Its office in Philadelphia and its twenty-two affiliated offices around the world, give the Firm a presence on six continents. This enables us to protect our clients’ interests in the most effective forum — whether that is the U.S., Europe, or elsewhere.

Global reach

Client centered

International representation

SRK is the only plaintiffs-oriented law firm with a truly global reach. Its office in Philadelphia and its twenty-two affiliated offices around the world, give the Firm a presence on six continents. This enables us to protect our clients’ interests in the most effective forum — whether that is the U.S., Europe, or elsewhere.

Global reach

Client centered

International representation

SRK is the only plaintiffs-oriented law firm with a truly global reach. Its office in Philadelphia and its twenty-two affiliated offices around the world, give the Firm a presence on six continents. This enables us to protect our clients’ interests in the most effective forum — whether that is the U.S., Europe, or elsewhere.

Antitrust Class Action Attorneys

SRK has been working on behalf of clients domiciled outside the U.S. for years, in some of the biggest and highest profile cases.

For example, we represent a large Belgian institutional investor that helped lead the first pan-European settlement of a securities fraud action — Royal Dutch Shell. We represent a Greek institution that acted as a lead plaintiff in the Converium/Scor action, where we negotiated a $145 million recovery on behalf of a global class of investors. In an unprecedented move, the case was settled on two continents, in the Southern District of New York and the Amsterdam Court of Appeals. This was the first such trans-Atlantic resolution to a securities class action. SRK also represents institutional investors from France, Belgium and Italy who led the Parmalat class action in the U.S. The Firm represented a Belgian/Dutch asset manager in the Chicago Bridge action and currently represents a UK-based public pension fund in the securities fraud action against Lehman Brothers.

In addition to representing non-U.S. clients in U.S.-based actions, SRK is currently working with European investors on asset recovery and corporate governance actions in Europe with respect to EADS and UBS.

To learn more, please contact us.

Royal Dutch Shell

In January, 2004, one of the largest corporate scandals in European history was revealed. On January 9, what is now known as Royal Dutch Shell (“Shell” or the “Company”) announced a massive 20% write-down of its proved oil and gas reserves. This write-down cut Shell’s reserve life from 13.4 years to 10.6, increased its worldwide 5-year average reserve replacement cost per barrel to $12.57, 128% higher than the industry average, and reduced its Appraised Net Worth by 7.1% or $9.6 billion. For years leading up to this announcement, Shell had told the investing public that it had substantial “proved reserves” from a project off the western coast of Australia and from various projects in Nigeria. Unbeknownst to investors, the reserves did not meet the requirements necessary to be classified as “proved” and were improperly reported as such in the Company’s financial reports. This meant that Shell had substantially overstated its oil and gas reserves, violating various accounting rules and guidelines, and artificially inflating a key measure of its financial position and competitive standing. This made its stock’s true value in the marketplace severely overstated.

Following the announcement of the write-down, Moody’s placed the Company’s Aaa rating under review for possible downgrade because the write-down materially and adversely affected Shell’s reserves-to-debt ratio. At this point, most analysts and commentators concluded that, because of the magnitude of the write-down and the clear SEC and industry guidelines relating to reserve classification, the reserve overstatements could not have been a result of error or accident, but rather, were knowingly overstated to preserve Shell’s credit rating and to shore up its competitive position.

A class action was brought on January 23, 2004 in the United States District Court for the District of New Jersey. Extensive discovery followed — including 57 fact depositions and 12 expert depositions — principally focused on subject matter jurisdiction and class certification issues. During this time, the court scheduled an evidentiary hearing to consider, among other things, whether the claims of non-U.S. investors should be heard by the U.S. court.

As the litigation progressed, a novel concept was utilized to resolve the claims that European and other non-U.S. investors had against the Shell defendants. In April 2007, Shell announced that the parties would use a recently enacted Dutch law to resolve these claims. These non-U.S. investor claims were then brought before the Amsterdam Court of Appeals in The Netherlands. This settlement (the “Dutch Settlement”) provided investors who both resided and purchased outside the United States, with a $340 million recovery. As required under Dutch law, a foundation had to be created to bring this settlement before the Amsterdam Court of Appeals. One of SRK’s clients, the Belgian financial institution KBC Asset Management, stepped forward to act as a participant in this important foundation along with other European institutions. This made it an important part of the first pan-European settlement of a securities fraud action.

The Dutch Settlement is currently pending before the Amsterdam Court of Appeals. A final approval hearing is scheduled for November 20, 2008. For more information about the case and the Dutch Settlement, please visit www.royaldutchshellsettlement.com.

Converium/Scor
In re SCOR Holding (Switzerland) AG Securities Litigation (F/K/A In re Converium Holding)

SRK acted as co-lead counsel in the Converium/SCOR action, a landmark case on several fronts. First, the $143 million settlement was the first trans-Atlantic resolution of a U.S. securities class action (in the U.S. District Court for the Southern District of New York and the Netherlands). Second, the Amsterdam Court of Appeal, which had jurisdiction over the non-U.S. portion of the settlement, substantially expanded its reach in the matter making it much easier for U.S. and European investors to use Dutch law in the future to protect their interests.

The Allegations

The action was brought against Switzerland-based Converium Holding AG (“Converium” or the “Company”) and Zurich Financial Services (“ZFS”). (Converium was acquired in 2007 by the French company SCOR and is now known as SCOR Holding (Switzerland) AG).) Converium was a major multi-line re-insurance company that was spun off in an initial public offering (“IPO”) by ZFS in 2001. Investors alleged that prior to this IPO, an independent actuarial firm identified a reserve deficiency of approximately $350 million at Converium’s North American division. Despite being informed of that deficiency, the Company proceeded with the IPO without sufficiently increasing its loss reserves. Thereafter, the Company and its senior officers touted Converium’s continuously improved financial condition while concealing a growing reserve deficiency in North America. After a second independent actuary determined that the reserve deficiency had grown to approximately $437 million as of year-end 2002, the Company concealed that deficiency by “novating,” or transferring, millions of dollars in poorly performing contracts from North America to Converium’s Zurich division, and by reorganizing the Company to no longer report financial results by geographic division. Ultimately, the Company was unable to continue concealing its reserve deficiency and, on July 20, 2004, announced that it would take a charge of at least $400 million to increase its reserves. That disclosure caused the price of Converium’s U.S. listed shares to collapse by nearly 50%. Shortly thereafter, Converium put its North American business into runoff.

The Landmark Dutch Settlement

On January 17, 2012, the Amsterdam Court of Appeal declared binding the two non-U.S. settlement agreements in the litigation – for an aggregate recovery of $58,400,000. (The U.S. portion of the overall settlement totaled $84,600,000) In doing so, the Dutch court confirmed as final the expansive view of its jurisdiction set forth in its first landmark ruling on November 12, 2010, where it had announced that it had jurisdiction to declare the international settlements of the Converium/SCOR action binding, even though the claims were not brought under Dutch law, the alleged wrongdoing took place outside the Netherlands, and none of the potentially liable parties and only a limited number of the potential claimants were domiciled in the Netherlands. That decision, which is now final, recognizes that all other European Union Member States, as well as Switzerland, Iceland and Norway, must recognize the Court of Appeal’s ruling, under the Brussels I Regulation and the Lugano Convention.

As a result of these two decisions by the Amsterdam Court of Appeal, the Netherlands has taken the most pragmatic approach within Europe to aid investors and other claimants. It means that parties can reach a settlement of an action based outside the Netherlands and then use the Dutch courts and the Dutch Act on the Collective Settlement of Mass Claims (the “Dutch Collective Settlement Act”) to make that settlement binding on an entire class on an “opt out” basis as occurs under U.S. class action procedures. The approach taken in the Netherlands is important for all investors. This was underscored by the U.S. Supreme Court’s 2010 decision in Morrison v. National Australia Bank, which restricted the rights of investors to bring claims before U.S. courts for shares not purchased on a U.S. exchange. Thus, when U.S. courts will not hear their claims, European (and American) investors will more readily look to resolve them in European courts. The Dutch Collective Settlement Act, and the Court of Appeal’s recent ruling in the Converium/SCOR case, will make it easier for them to do so.

Details and relevant documents pertaining to the settlement are available at www.scorsecuritieslitigation.com.

Parmalat Securities Litigation

SRK represents four of the lead plaintiffs — all major European institutional investors — in the Parmalat class action, filed in the United States District Court for the Southern District of New York. The case has been heavily litigated for over four years, resulting to date in partial settlements with two financial institutions (Banca Nazionale del Lavoro (BNL) and Credit Suisse) in the amount of $50 million, and with Parmalat SpA for shares in the newly reorganized Parmalat, valued at approximately $40 million. The settlement with BNL and Credit Suisse also required them to confirm their endorsement of and adherence to certain corporate governance principles designed to advance investor protection and to minimize the likelihood of future deceptive transactions. This is the first time in a securities fraud class action that shareholders were able to negotiate corporate governance measures from a defendant other than the issuer. (To review the press release and notice concerning the settlements, and to obtain a claim form, please go to the official website, www.ParmalatSettlement.com.)

The case was filed as a class action on behalf of those who purchased securities of Parmalat Finanziaria, S.p.A. (“Parmalat” or the “Company”) and its subsidiaries during the period from January 5, 1999 through December 18, 2003. It involves a fraud of breathtaking proportions in which Parmalat’s top management, with the direct and active support and participation of its bankers, lawyers, and auditors, concocted a series of transactions whose aim was to show the investing public that the Company was very profitable, when its operations were in fact failing, and that it had assets that did not exist. This web of deceit involved the creation of bogus bank accounts and special purpose entities to hide the Company’s massive debt, the use of forged financial records, and the manipulation of Parmalat’s balance sheet and income statement through fictitious investments and sham transactions. Following its sudden financial collapse in December 2003, Parmalat announced that its audited financial statements had been understated by nearly $10 billion and that shareholder equity had been overstated by $16.4 billion.

The case, commonly referred to as the Enron of Europe, is still proceeding more than four and a half years after Parmalat shocked the investing world by announcing that a bank account of one of its subsidiaries at Bank of America that supposedly held $4.9 billion did not actually exist. The defendants include entities related to the Deloitte and Grant Thornton accounting firms, Parmalat’s outside counsel, and the investment banks Citigroup and Bank of America. To date, the parties have exchanged millions of pages of documents, and hundreds of hours of deposition testimony have been taken throughout the world, including Europe, South America, the Middle East, and Australia. Following merits discovery and extensive expert discovery, certain defendants filed motions for summary judgment. Those motions are currently before the Court.

The case is currently pending before the Honorable Lewis A. Kaplan in the United States District Court for the Southern District of New York, and is proceeding against the remaining defendants.

Chicago Bridge & Iron Co. N.V.

SRK served as co-lead counsel in this securities class action filed on behalf of investors in Chicago Bridge & Iron Co. N.V. (“CB&I” or the “Company”), a global engineering, procurement and construction company. The Firm represented co-lead plaintiff Fortis Investments, a major European asset management company.

SRK negotiated a settlement of the action consisting of $10.5 million plus CB&I’s agreement to implement certain corporate governance reforms pertaining to insider trading, which was one of the core elements of wrongdoing alleged in the action. Following a June 3, 2008 Fairness Hearing, the Court approved the settlement. (To review information regarding the settlement, please visit www.chicagobridgesecuritiessettlement.com.)

The Complaint in the action alleged that from March 9, 2005 through February 3, 2006, CB&I manipulated the recordation of costs of projects and revenues, which deceived the investing public regarding its business, operations, management and the intrinsic value of CB&I common stock, and caused investors to purchase CB&I shares at artificially inflated prices.

The Complaint alleged that defendants knew, or were severely reckless in not knowing, that the Company’s earnings and revenues were significantly overvalued on its balance sheet. Throughout the Class Period, CB&I experienced earnings problems stemming from, inter alia, cost overruns on construction projects, unapproved change orders, and losses due to derivative contracts. However, instead of disclosing these problems to CB&I’s shareholders, defendants stated that the Company had no foreseeable problems that would affect its earnings, that it had sufficient internal accounting and control policies, and that it would continue to meet its prior earnings guidance. Additionally, the Company stated that it was complying with Generally Accepted Accounting Principles (“GAAP”) as well as its own internal accounting procedures. Unfortunately for CB&I shareholders, these rosy statements and financial announcements were not accurate.

The truth concerning the actual performance and condition of the Company began to come to light in a series of partial disclosures beginning on October 26, 2005 when the CB&I disclosed that it would have to delay the announcement of its financial results for the third quarter of 2005. Shortly thereafter, on October 31, 2005, the Company disclosed that the delay had been “precipitated by a memo from a senior member of CB&I’s accounting department alleging accounting improprieties, including the determination of claim recognition on two projects and the assessment of costs to complete two projects.” The Company also disclosed that its Audit Committee had commenced an investigation into the matter. Less than two weeks later, on November 11, 2005, the Company was forced to announce that it would also be unable to timely file its Form 10-Q for the third quarter of 2005 with the SEC as a result of its continuing investigation into CB&I’s accounting improprieties.

The fraud was finally disclosed when, on February 3, 2006, the Company shocked the market by announcing that it had fired its Chairman, Chief Executive Officer and President, Gerald Glenn, as well as its Executive Vice President and Chief Operating Officer, Robert B. Jordan. The Company also announced that it expected to issue revised guidance regarding its operations for the year ended December 31, 2005 and, for the first time, disclosed that “[a]ll previous earnings guidance issued by the Company for 2005 is no longer operative.” These stunning disclosures sent a tidal wave through the market and the price of CB&I shares collapsed, falling 23%.

 

Lehman Brothers Holdings, Inc.

SRK client, the Northern Ireland Local Governmental Officers Superannuation Committee (NILGOSC), was recently appointed as Co-Lead Plaintiff for a class of investors who purchased the publicly traded securities of Lehman Brothers Holdings, Inc. (“Lehman Brothers” or the “Company”) between September 13, 2006 and June 6, 2008 (the “Class Period”). This action alleges substantial misconduct involving Lehman Brothers’ representations regarding its exposure to the collateralized debt obligations (“CDOs”) and sub-prime mortgage markets. When the truth about Lehman Brothers’ financial condition finally reached the market, its stock price sank to $28.47 per share — a stunning decline from the Class Period high of $86.18. Overall, the Company’s wrongful course of conduct wiped out billions of dollars in shareholder value and caused substantial damage to the Class.

The action alleges that Lehman Brothers issued a series of false and misleading statements relating to the Company’s finances that artificially inflated the price of Lehman Brothers’ securities. Specifically, the complaint alleges that during the Class Period, Lehman Brothers was heavily invested in CDOs and sub-prime mortgage backed derivatives and was an aggressive participant in the mortgage-backed securities origination sector. CDOs are a type of asset-backed security and structured credit product constructed from a portfolio of fixed-income assets. When the mortgage and credit markets began to deteriorate, many of the large securities firms reported massive losses and write-downs as a result of investments in CDOs and similar derivative instruments. Despite this tumultuous financial climate, Lehman Brothers made repeated false and misleading statements touting the Company’s sophisticated and conservative risk management policies and assuring investors that it was unlikely that the Company would suffer significantly as a result of the mortgage and credit market meltdown.

For instance, on July 18, 2007, in response to speculation that the Company would face substantial additional losses from sub-prime mortgages above those previously disclosed to the investing public, Lehman Brothers denied the speculation, stating that “the rumors related to subprime exposure are unfounded.” Similarly, in a March 18, 2008 conference call regarding Lehman Brothers’ financial results for the first quarter of 2008 in which the Company reported a profit of $489 million, Lehman Brothers’ Chief Financial Officer, Erin Callan, touted the Company’s superior risk management discipline and long-term capital outlook in declaring that the Company was well-positioned to weather the financial storm. These financial results and statements reassured investors still concerned about the impact the deteriorating credit markets were having on the nation’s financial institutions, particularly in the wake of the collapse of Bear Stearns just days earlier.

On June 2, 2008, Standard & Poor’s lowered its credit rating for Lehman Brothers citing questions about the Company’s financing of its operations. The Company’s shares fell nearly $3, or 8%, in response to that downgrade. The Company faced continuing concerns about its liquidity the following day, as it was forced to deny rumors that it had resorted to borrowing from the Federal Reserve’s “discount window.” But a report that day in The Wall Street Journal that Lehman Brothers intended to raise an additional $4 billion in capital — following upon other significant fund raising earlier in 2008 — heightened concerns about the Company’s ability to access the capital it needed. Lehman Brothers shares fell another $3 per share on June 3, 2008 in response to these concerns.

Finally, on June 9, 2008, the true extent of Lehman Brothers’ exposure to the mortgage and credit market meltdown was finally exposed. That day, the Company issued a press release announcing second quarter results a week ahead of schedule, and disclosed a loss of $2.87 billion — nearly ten times the loss analysts had expected — following write-downs of $3.7 billion tied to mortgage-backed assets. The Company also revealed that it raised $6 billion in capital — 50% more than previously reported — through the sale of common and preferred stock, thus diluting the position of current shareholders. Following that disclosure, Moody’s lowered its rating of the Company from “stable” to “negative”. In response, Lehman Brothers’ share price fell roughly 12%, dropping from $32.29 to close at $28.47.

The action is currently proceeding before the Honorable Lewis A. Kaplan in the United States District Court for the Southern District of New York.

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