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Associate
Litigation & Intellectual Property Practice
Richmond
(804) 788-8632 Phone
(804) 788-8218 Fax
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| Practices |
Corporate and
Securities
Litigation
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Corporate litigation practice focuses on securities class actions, derivative suits, mergers and acquisitions and corporate governance.
Relevant Experience 
- Represented Fortune 300 foodservice company in securities fraud class action and related business tort litigation seeking damages in excess of $200 million. Court dismissed all claims and plaintiff appealed to the Third Circuit. Delivered oral argument in the Third Circuit, which affirmed dismissal of all claims. Winer Family Trust v. Queen , 503 F.3d 319 (3d Cir. 2007).
- Represented eighth largest insurance intermediary in the country in securities fraud class action seeking damages in the hundreds of millions of dollars. Prepared briefs in support of motion to dismiss and delivered oral argument in support thereof. Court dismissed action with prejudice. Iron Workers Local 16 v. HRH, 432 F. Supp. 2d 571 (E.D. Va. 2006).
- Represented NASDAQ-traded food retailer and its board of directors in shareholder derivative litigation alleging failure to implement appropriate internal accounting controls. Prepared briefs in support of motion to dismiss and delivered oral argument in support thereof. Court dismissed action with prejudice. Madvig v. Gaither, -- F. Supp. 2d --, 2006 WL 3262496 (W.D.N.C. 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. Conducted factual investigation, managed intensive discovery, and prepared briefs and presented oral argument in support of motions for dismissal, summary judgment and discovery sanctions. Case settled on favorable terms. (E.D. Mich. 2006).
- Represent NYSE-traded financial services company in securities fraud class action alleging that the company misled investors about the quality of certain asset-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). This interlocutory appeal is pending in the Second Circuit.
- Represented manufacturer of mobile climate-control systems in federal and state litigation alleging tortious interference and business conspiracy. Prepared pleadings, conducted written discovery, took depositions, argued motions, and assisted in settlement negotiations. Cases settled on favorable terms (E.D. Va. 2004).
- Represented Fortune 250 energy company and former CEO in securities fraud class action alleging failure to disclose material information regarding the impact of the federal tax code on a unique set of securities. Conducted factual investigation and prepared briefs in support of motion to dismiss. Court dismissed action with prejudice. In re Progress Energy Sec. Litig., 371 F. Supp. 2d 548 (S.D.N.Y. 2005).
- Represented Fortune 200 consumer electronics company and several officers in securities fraud class action alleging accounting improprieties and seeking damages in the hundreds of millions of dollars. Conducted client interviews and co-authored briefs in support of motion to dismiss. Court dismissed action with prejudice. Smith v. Circuit City Stores, Inc., 286 F. Supp. 2d 707 (E.D. Va. 2003).
- Represented molecular imaging company and its board of directors in shareholder class action seeking to block $1.1 billion merger. Prepared briefs and assisted with emergency injunction hearing. Court rejected plaintiffs’ attempt to block the deal and the merger was allowed to proceed. Plaintiffs ultimately agreed to dismissal with prejudice. (Tenn. 2005).
- Represented NYSE-traded specialty packaging company in formal SEC investigation arising out of Company’s restatement of earnings in 2000. Conducted extensive research on evolving SEC enforcement practices. Matter settled on favorable terms with no payment by the Company. (2005)
- Represented manufactured housing company in state actions in Delaware and Tennessee seeking to enjoin $1.7 billion merger on grounds including breach of fiduciary duty and improper adjournment of a special stockholder meeting. Assisted with expedited discovery and prepared briefs in trial courts in Tennessee and Delaware, as well as the TN Court of Appeals and the TN Supreme Court. Merger was completed after plaintiffs’ motion to enjoin was defeated. Denver Area Meat Cutters v. Clayton, 120 S.W. 3d 841 (Tenn. Ct. App. 2003).
- Prepared detailed analysis of potential liability under Virginia law for tortious interference and business conspiracy for governmental entity engaged in economic development initiative (Va. 2004).
Membership
- Member, Virginia State Bar
- Member, American Bar Association, Litigation and Business Sections, Securities Litigation Committee
- Admitted to Practice: Second, Third and Fourth U.S. Circuit Courts of Appeals, Eastern and Western Districts of Virginia, Eastern District of Michigan
Pro Bono Work
Represented Fredericksburg City Council in litigation challenging the constitutionality of a Council policy permitting only nonsectarian opening prayers at Council meetings. Served as primary client contact and prepared briefs and presented oral argument in support of motion for summary judgment. Court granted the motion, see Turner v. City Council of the City of Fredericksburg, 2006 WL 2375715 (E.D. Va. 2006), and the matter is currently on appeal. - Represented mother whose parental rights were terminated in appeal to the Virginia Supreme Court. The Department of Social Services sought to compel her to support financially the children whom the State had removed involuntarily from her custody. Court sided with the mother and held that the State lacked the asserted authority. Commonwealth v. Fletcher, 581 S.E.2d 213 (Va. 2003).
Education - J.D., University of Virginia School of Law, 2002
- B.A., Virginia Commonwealth University, magna cum laude, Philosophy, 1999
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Terence Rasmussen
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