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Partner
Litigation & Intellectual Property Practice
Richmond
(804) 788-8201 Phone
(804) 788-8218 Fax
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| Practices |
Appellate
Constitutional &
Voting Rights
Corporate and
Securities
Litigation
Corporate
Governance/ Merger
& Acquisition
Litigation
Litigation
National Business
Tort and Product
Liability
Telecommunications
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Litigation Practice focuses on securities class actions, mergers and acquisitions, shareholder derivative actions, and SEC investigations.
Relevant Experience 
Securities, Corporate Governance, and Fiduciary Duty Cases- In re Progress Energy Securities Litig. (SDNY 2005) Represented Progress Energy and its former CEO in shareholder class actions. Plaintiffs alleged violations of federal securities laws arising out of allegedly misleading statements regarding securities issued in connection with the Company's acquisition of Florida Progress in 2000. Court dismissed actions with prejudice. In re Progress Energy Sec. Litig., 371 F. Supp. 2d 548 (S.D.N.Y. 2005).
- In re HRH Securities Litig. (EDVA 2007) Represented Hilb Rogal & Hobbs and certain officers in shareholder class action. Plaintiffs alleged federal securities law violations arising out of allegedly improper commission practices in the insurance brokerage industry. Court dismissed action with prejudice. Iron Workers Local 16 v. HRH, 432 F. Supp. 2d 571 (E.D. Va. 2006). Plaintiffs appealed to the Fourth Circuit but voluntarily dismissed their appeal the day before oral argument.
- Sadowsky Testamentary Trust v. Freddie Mac (SDNY 2005) and Henry v. Freddie Mac (SDNY, EDVA 2005) Represented special litigation committee of the Board of Directors of Freddie Mac in its investigation and evaluation of two derivative claims pending against several former officers and directors of Freddie Mac. The derivative claims related to alleged accounting improprieties in the wake of the company's $5 billion restatement of earnings in 2003.
- In re Pennexx Securities Litig. (3d Cir. 2007) Represented Smithfield Foods and two officers in defense of shareholder class actions and derivative suits in the E.D. Pa. alleging securities law violations arising out of allegedly misleading press releases. Also represented Smithfield Foods and two officers in a cross-claim by Pennexx alleging fraud and seeking damages in excess of $200 million. Court dismissed both the shareholder claims and the cross-claim. Plaintiffs appealed both decisions to the Third Circuit, which affirmed both dismissals. See Winer Family Trust v. Queen, 503 F.3d 319 (3d Cir. 2007); In re Winer Family Trust, 2006 WL 3779717 (3d Cir. 2006).
- In re Dynex Capital Securities Litig. (SDNY 2006) Represent Dynex and two directors in shareholder class action. Plaintiffs allege violations of securities laws arising out of allegedly misleading statements regarding mortgage-backed securities. After denying in part Defendants' motion to dismiss, the court granted Defendants' motion to certify the issue of corporate scienter for interlocutory appeal. In re Dynex Capital Sec. Litig., 2006 WL 1517580 (S.D.N.Y. 2006). The Second Circuit accepted the appeal, which is pending.
- In re Circuit City Securities Litig. (EDVA 2003) Represented Circuit City and certain officers in numerous shareholder class actions filed by Milberg Weiss. Plaintiffs alleged federal securities law violations arising out of allegedly misleading press releases and accounting irregularities. Court dismissed actions with prejudice. Smith v. Circuit City, 286 F. Supp. 2d 707 (E.D. Va. 2003).
- In re TXU Corp. Securities Litig. (NDTX 2002) Represented TXU and certain officers and directors in more than 30 shareholder class actions led by Lerach Coughlin. Plaintiffs alleged violations of securities laws in connection with allegedly misleading public statements. After briefing on a motion to dismiss and extensive negotiations, the litigation settled on favorable terms.
- In re Equity Inns (TN 2007) Represent Equity Inns and its board of directors against several shareholder class actions in state and federal court seeking to prohibit $2.2 billion merger with Whitehall.
- In re HydroFlo Securities Litig. (EDNC 2006) Represent former outside director of HydroFlo in shareholder class action. Plaintiffs allege federal securities law violations arising out of allegedly misleading press releases.
- In re MCG Capital Corporation, Friedman Billings Ramsey, U.S. Bancorp Piper Jaffray, Inc. (EDVA 2003) Represented underwriters in shareholder class actions against issuer and underwriters arising out of alleged omissions from various filings related to IPO and secondary offerings. Underwriters dismissed.
- Mitchell v. Winston (NC 2007) Represented Winston Hotels and certain officers and directors against shareholder class action seeking to prohibit $850 million merger with Inland American. The court denied plaintiffs' motion to enjoin the merger and the deal was completed.
- In re Ingles Markets (WDNC 2006) Represented Ingles Markets and its board of directors in shareholder derivative litigation alleging breaches of fiduciary duty and failure to implement appropriate internal controls. Defendants moved to dismiss based on the recommendation of a special litigation committee. Court dismissed action with prejudice. Madvig v. Gaither, 461 F. Supp. 2d 398 (W.D.N.C. 2006).
- Mitchell v. Family Dollar (WDNC 2007) Represented Family Dollar in numerous shareholder derivative actions led by Lerach Coughlin relating to executive compensation. Plaintiffs accuse the Company's directors of breaching their fiduciary duties by failing to disclose the alleged backdating of stock options.
- Tibbetts v. Fieldstone (MD 2007) Represented C-Bass against shareholder class action filed by Lerach Coughlin seeking to prohibit $250 million acquisition of Fieldstone.
- In re Clayton Homes (DE, TN 2003) Represented Clayton Homes and its board of directors against several shareholder class action and derivative suits filed by Lerach Coughlin in DE and TN seeking to prohibit $1.7 billion merger with Berkshire Hathaway. Plaintiffs alleged breaches of fiduciary duties related to the process and structure of the merger. After expedited hearings and briefing before trial courts in DE and TN, the Tennessee Court of Appeals, and the Tennessee Supreme Court, we defeated plaintiffs’ attacks and the merger was completed.
- McGrew v. Performance Food Group (VA 2006) Represented Performance Food and its board of directors in shareholder derivative litigation alleging breaches of fiduciary duty. Plaintiff agreed to a voluntary dismissal after defendants filed a motion to dismiss.
- SEC v. Chesapeake Corporation (2005) Represented Chesapeake and two former employees in formal SEC investigation that spanned five years and involved alleged securities law violations, accounting irregularities and improper revenue recognition. Matter settled on favorable terms, with no financial penalty imposed on Chesapeake.
- In re CTI Molecular (TN 2005) Represented CTI Molecular and its board of directors in shareholder class action filed by Lerach Coughlin seeking to prohibit $1.1 billion merger with Siemens. Plaintiff alleged breaches of fiduciary duty and the omission of material information concerning the investment banker's fairness opinion. After expedited proceedings, the court denied plaintiff's motion to enjoin the merger and the matter was dismissed with prejudice.
- Chesapeake v. Shorewood Packaging Corp. (DE 2000) Obtained trial verdict for Chesapeake in litigation arising out of its hostile takeover of Shorewood Packaging. The court found after a full trial that Shorewood's directors had breached their fiduciary duties when they attempted to thwart Chesapeake's consent solicitation by amending their by-laws to require super-majority shareholder approval.
- Cornell Companies (2006) Advised board of directors on litigation risks associated with proposed $500 million merger with Veritas Capital.
- Chasen v. RFS (TN 2006) Represented RFS and its board of directors against shareholder class action seeking to prohibit $700 million merger. Plaintiff alleged conflicts of interest among the board, misstatements and omissions in the proxy statement, and breach of fiduciary duties in the board's evaluation and negotiation of the merger agreement. The court denied plaintiff's motion to enjoin the deal and the merger was completed. The court subsequently dismissed plaintiff's remaining claims.
- Columbia Equity (2007) Advised company on litigation risks associated with proposed $500 million merger with an affiliate of JP Morgan.
- Barberis v. MART and Engel v. MART (MD 2003) Co-counsel representing MART and its board of trustees against two shareholder class actions seeking to prohibit merger. Plaintiffs alleged that the proxy contained material misstatements and omissions, and that the trustees breached their fiduciary duties in their negotiation and recommendation of a merger. Matter settled on favorable terms.
- In re SEC Investigation (2004) Represent Fortune 250 company in an ongoing formal SEC investigation of alleged improper accounting and incentive payments between companies in food industry.
- In re Rica Foods (2003) Represent company in SEC investigation into alleged violations of securities laws and the certification requirements imposed by Sarbanes-Oxley.
- UBR v. Uni Boring (E.D. Mich 2006) Represented $250 million private equity fund in litigation arising out of its termination of an acquisition following a Material Adverse Change in the target corporation. Following extensive discovery, matter settled on favorable terms.
- Taubman Regency Square Associates, LLC, et al. v. Board of Supervisors of the County of Henrico, Virginia, et al. (VA 2002) Obtained trial verdict in the ongoing national battle between major developers of retail shopping centers challenging legality of proposed bond issuance. That verdict was upheld on appeal.
- In re SEC and NASD Investigations (2005) Advise top-ten national underwriter on its disclosure obligations and corporate strategy in connection with formal SEC and NASD investigations into alleged market manipulation.
- Brown v. Deltek Systems (MN 2002) Represented directors in defense of class action suit alleging breaches of fiduciary duty and securities law violations in connection with proposed merger. Settled with no payment to shareholders.
- In re Dana Corp. (VA 2003) Co-counsel representing Dana and certain of its officers and directors in defense of multiple suits arising out of its rejection of unsolicited $4 billion tender offer and implementation of a shareholder rights plan. Suits filed include two derivative suits, one shareholder class action, one suit by Arvin Meritor, the putative acquirer, and one suit in federal court alleging violations of federal securities laws. The suits were voluntarily dismissed after Arvin Meritor withdrew its tender offer.
- Clayton Homes v. Orbis Investment Management Ltd (DE 2003) Represented Clayton Homes and board of directors against institutional shareholder suit to enjoin special stockholder meeting to approve merger with Berkshire Hathaway. Institutional shareholder sought to schedule an overdue annual meeting in advance of the special meeting and brought other challenges to election result.
- In re Robotic Vision Systems, Inc. (NH 2007) Represent former director against claims of breach of fiduciary duty asserted by bankruptcy trustee.
- In re Storage USA (TN 2001) Represented Company and certain of its directors in defense of numerous class action suits alleging breaches of fiduciary duty and seeking to enjoin proposed $1.7 billion sale of company and to invalidate alleged deal 'lock up' terms.
- Voege v. Chesapeake (VA 2000) Defended Chesapeake and directors against a shareholder derivative action alleging that Chesapeake's Board had violated various fiduciary duties in its evaluation and rejection of Shorewood's proposal to acquire Chesapeake and the Board's decision to adopt, to renew and subsequently not to rescind a Rights Agreement containing a dead hand poison pill provision. This suit was dismissed on Chesapeake's Motion to Dismiss.
- Walker v. Shield Acquisition (GA 2000) Represented acquiring company in defense of putative class action alleging violations of the Williams Act. Obtained summary judgment in district court. Plaintiffs dismissed appeal in Eleventh Circuit.
Background
- Attorney-Advisor, Office of Legal Counsel, Department of Justice, 1988–90
- Law Clerk, Hon. Boyce F. Martin, Jr., U.S. Court of Appeals, Sixth Circuit, 1987–88
Membership
- Member, Virginia State Bar
- Member, District of Columbia Bar
- Member, American, Virginia and Richmond Bar Associations
- Admitted to practice: Second, Third, Fourth, Sixth, Seventh and Eleventh U.S. Circuit Courts of Appeal and U.S. Supreme Court
Awards and Professional Recognition
- Who's Who in American Lawyers
- The Best Lawyers In America - Business Litigation
- Virginia's Legal Elite
- Patrick Henry Award for Distinguished Service to Virginia
Education - J.D., University of Chicago, cum laude, 1987
- B.A., University of Virginia, cum laude, English and Economics, 1984
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Edward Fuhr
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