Galena is a biopharmaceutical company that develops targeted cancer-fighting drugs. This case began as a fairly typical ‘pump & dump’ situation whereby promoters used blogs and digital media to sing the praises of a low priced, thinly traded stock, in order to inflate the price before selling their shares into the inflated price and then ceasing the promotion. They reap the profit, after which the share price collapses, leaving investors who’d bought during the promotion holding the bag. The case soon became more complicated however, and turned on the finer points of applicable law.

Plaintiffs (investors) alleged that Galena officers (defendants) executed a pump and dump scheme by: a.) hiring a promotional firm to publish bullish articles on various web sites and message boards under false aliases to boost Galena’s stock price; b.) failing to disclose to the investing public that the articles were paid promotions, as required by securities laws; and c.) subsequently

selling their personally-held shares into the inflated stock price, earning proceeds of more than $16 million. Conversely, Galena convened a special committee consisting of two board members and outside counsel to study some 140,000 documents relating to the allegations, and concluded in a special committee report that there was no evidence that anyone at Galena actually committed fraud in connection with the paid promotional articles, or any evidence that the promotional articles had a material effect on the price of Galena stock. Plaintiffs however, reviewed the very same documents and found inconsistencies and other issues that the special committee had missed, which showed that other insiders had actually committed fraud and that the promotional articles did have a material effect on the price of Galena stock

So here we had a situation where Plaintiffs and the Galena special committee both read the same specific documents and reached totally different conclusions.

Plaintiffs’ claims required them to show that Galena had made a statement. The U.S. Supreme Court has held that the person who makes a statement typically is the one who delivers it. Therefore, for all practical purposes the promoters and not Galena were the speakers whom Plaintiffs could hold liable– in fact that is what a different court had held only weeks before. [1] Seems pretty clear-cut……..well, not quite.

Plaintiffs convinced the Court that because Galena and its officers closely controlled the promotion, [2] they had ultimate authority over the promotion and therefore they were the speakers who could be held responsible for false statements made in the promotion. [3]

Settlement-

The Rosen Law firm, on behalf of the Plaintiffs, reached a settlement with Galena officers and directors after the parties engaged in hard-fought and arm’s length settlement negotiations before a former U.S. district judge in two mediations over six months. The Court’s decision rejecting Galena’s arguments gave the Plaintiffs excellent negotiating leverage. The case settled for $20 million, consisting of $19 million cash and $1 million in Galena stock. This settlement is one of the largest settlements in a stock promotion case.

The Rosen Law Firm recovered millions for investors who purchased the company stock of automotive giant Fiat Chrysler Automobiles NV (FCA), and who were damaged when the market became aware that FCA had cheated on diesel emissions tests and failed to comply with safety regulations. This case is a typical example of a corporation issuing false and misleading statements to the public that conceal pertinent negative information. The concealment of this negative information artificially inflates a company’s stock price. However, the negative information inevitably leaks into the market, which causes the company’s stock price to decline, harming shareholders.

Plaintiffs (investors) alleged that FCA made misstatements and omitted material facts in public statements regarding FCA’s compliance with regulatory requirements in the U.S. and elsewhere. Specifically, Plaintiffs alleged that FCA had a.) used hidden software in its diesel vehicles to pass emissions tests and; b.) failed to meet federal safety standards by not completing 23 recalls affecting 11 million vehicles1. Despite these violations, FCA fraudulently claimed in multiple securities filings that it was “‘substantially in compliance with the relevant global regulatory requirements affecting [the company’s] facilities and products.’”2

The blatant inaccuracy of FCA’s statements began to come to light in 2015. At the time, FCA entered a consent order with the National Highway Safety Transportation Administration (NHSTA), admitting it had violated the Safety Act. Then, in May 2017, the Department of Justice (DOJ) and the Environmental Protection Agency (EPA) filed claims against FCA for cheating emissions tests, alleging that FCA’s vehicles were spewing illegal levels of nitrogen oxygen (NOx) into the air. As investors began to learn the truth, and details concerning Defendants’ fraud trickled out, FCA’s stock price fell substantially on six separate occasions, with each decline averaging 6.1%.2 Just as the DOJ and the EPA took action against FCA to enforce federal regulations, the Rosen Law Firm simultaneously brought suit against FCA to recover losses for investors and to discourage such wrongdoing in the future.

In the case Pirnik v. Fiat Chrysler Automobiles, The Rosen Law Firm fought for investors who purchased Fiat Chrysler’s stock during the class period at the artificially high prices inflated by FCA’s false statements. The Rosen attorneys on the case recovered these losses in a professional and skillful manner, receiving praise from the presiding U.S. District Judge, Jesse M. Furman, who in speaking of class counsel, stated “given my own familiarity with the extensive litigation of the class including the collateral litigation that you had to engage

1. Shepardson, David. “Fiat Chrysler to pay $110 million to settle U.S. investor suit.” Reuters. 2. Pirnik v. Fiat Chrysler Automobiles., N.V., 15-CV-7199 (JMF) (S.D.N.Y. Jun. 26, 2018)

in, I think you’ve done substantially a really terrific job on behalf of the class and really are to be commended.”

Settlement-

The Rosen Law Firm, acting as co-lead counsel on behalf of Plaintiffs and the Class, reached a settlement with FCA of $110 million in cash after four years of hard-fought litigation. The Court’s decision rejecting Fiat Chrysler’s arguments gave the Plaintiffs excellent negotiating leverage. Judge Jesse M. Furman, recognized that with this settlement, “counsel secured a substantial recovery for the class.”