Brett Stecker, a partner of the firm, is a 1997 graduate of Franklin & Marshall College and a 2000 graduate of Villanova University School of Law. While in law school, Mr. Stecker served as an Executive Member of the Moot Court Board and represented Villanova in national competitions, including the Jerome Prince Memorial Evidence Competition at Brooklyn Law School, the August A. Rendigs Products Liability Competition at the University of Cincinnati School of Law, and the Mardi Gras Sports Law Invitational at Tulane University School of Law. Upon graduating from law school, Mr. Stecker joined Blank Rome LLP in Philadelphia. In 2002, Mr. Stecker joined Weir & Partners, LLP in Philadelphia, where he focused his practice on cases dealing with consumer lending, check fraud, and the enforcement of guarantee and other security agreements. Mr. Stecker joined the Weiser Law Firm in 2006, where he concentrates his practice on shareholder derivative and securities litigation. Starting in 2006, the firm was at the forefront of the national investigation and prosecution of derivative stock option backdating cases and was appointed Lead or Co-Lead Counsel in scores of these cases. Mr. Stecker was personally involved in those cases, which collectively resulted in the recovery of over $100 million in settlements for the subject corporations. Since that time, Brett Stecker has personally been involved in many other significant shareholder derivative actions, certain of which have expanded or secured the rights of stockholders. These cases include:
- In re KeyCorp Derivative Litig., No. 1:10-cv-01786-DAP (N.D. Ohio). In 2010, the firm served as lead counsel and produced the first-ever settlement of any “say-on-pay” derivative action, based on allegations arising from the failure of KeyCorp’s board of directors to amend executive compensation even though KeyCorp’s voting stockholders rejected such compensation in a “say on pay” vote. Among other things, the settlement provided for comprehensive corporate governance measures related to executive compensation and for certain defendants to relinquish highly-valuable economic rights which existed under their respective employment contracts.
- Gregory v. Tuchman,C.A. No. 3925-CC (Del. Ch.). In 2010, the firm served as co-lead counsel and obtained a $6.5 million financial recovery, as well as corporate governance reforms, in the settlement of a derivative action in the Delaware Chancery Court based on allegations of stock option awards to senior officers at TeleTech Holdings, Inc. which exceeded and violated s’holder-approved limits. Upon approving the settlement, Chancellor William B. Chandler III praised the settlement as “very generous” and “highly beneficial” to the company and its stockholders, and complimented plaintiff’s counsel for their efforts.
- In re Pfizer, Inc. S’holder Derivative Litig.,No. 09-CV-7822 (JSR) (S.D.N.Y.). In 2011, the firm was involved in the historic settlement of a derivative action which included a $75 million financial recovery, one of the largest cash payments ever recovered in a shareholder derivative suit. The action arose from the 2009 announcement that Pfizer, Inc. agreed to have a subsidiary: (1) plead guilty to a felony and (2) pay the largest criminal fine in U.S. history and the largest civil fraud settlement involving any pharmaceutical company, to resolve investigations into alleged improper marketing practices with respect to numerous drugs over a multi-year period. The settlement also provided for numerous significant changes to Pfizer’s corporate governance structure and compliance processes.
- Kloss v. Kerker, et. al., Case No.: 502010CA018594XXXXMB (Fla. Cir. Ct.,15th Jud. Cir., Palm Beach Cnty.). In 2011, the firm served as co-lead counsel and obtained extraordinary relief in a derivative action which actually preserved Vitacost.com, Inc.’s corporate form and the equity interests of its s’holders. The case arose from the announcement that Vitacost’s historical financial statements could not be relied upon due to a failure to adhere to certain critical corporate formalities 14 years earlier. As a result, trading in the stock was halted and stockholders held illiquid shares of uncertain legal status. Pursuant to the settlement, the Court entered an Order: (1) confirming the number of Vitacost shares (in effect, “quieting title” to the shares), thus reassuring stockholders and the market that Vitacost’s outstanding shares and options were valid; and (2) deeming Vitacost’s certificate of incorporation valid and effective. Absent this settlement, Vitacost could not have become “current” with respect to its historical financial statements, its stock could not have resumed trading, and Vitacost would have almost certainly been forced to file for bankruptcy. This settlement was unprecedented and historic, and, in essence, saved Vitacost and the equity interests of its stockholders.
- In re Diamond Foods, Inc. S’holder Derivative Litig., Case No. CGC-11-515895(Cal. Super. Ct., San Francisco Cnty). In 2013, the firm served as co-lead counsel and obtained a $10.5 million financial recovery as part of the settlement of a derivative action based on allegations that Diamond Foods, Inc.’s directors and officers caused the company’s payments to certain suppliers and the accounting for such payments to be misstated. While the case was pending, the company disclosed that there were material weaknesses in the company’s internal controls and that payments in 2010 and 2011 had not been accounted for in the proper periods. The financial recovery achieved in the settlement consisted of a $5 million cash payment, a $2.7 million “clawback” agreement with one of the defendants, who also relinquished vested retirement and employment benefits worth $1.8 million, and the surrender of vested options and stock by another defendant worth nearly $1 million. The settlement also included the adoption of comprehensive corporate governance reforms specifically tailored to prevent a recurrence of the problems at Diamond Foods that gave rise to the litigation.
- In re RINO International Corp. Deriv. Litig.,Case No. 2:10-cv-2209-KJD-GWF (D. Nev.): In 2013, the firm served as co-lead counsel and obtained a $7 million financial recovery in connection with the settlement of a derivative action arising from allegations that, among other things, RINO International Corp.’s board of directors permitted and/or approved the booking of revenues from non-existent “customers” and approved an interest-free, undocumented “loan” of company money to RINO’s co-founders, in violation of the Sarbanes-Oxley Act of 2002. Upon approving the settlement, U.S. District Judge Kent J. Dawson stated that he found the “standing and ability of counsel is high” and that the efforts of plaintiffs’ counsel in litigating and resolving the case “demonstrate that ability and standing.”
Mr. Stecker’s involvement in prosecuting derivative and securities actions has produced many important and influential opinions issued by state and federal courts across the country, including federal appellate decisions. Some of these significant court decisions include:
- In re SFBC, Int’l, Inc. Sec. & Derivative Litig., 495 F. Supp. 2d 477 (D.N.J. 2007) (denying defendants’ motion to dismiss in derivative action and finding that directors faced a substantial risk of personal liability based on allegations of inattention to unethical clinical testing practices and unsafe conditions at the company’s flagship clinical testing facility)
- In re Pfizer, Inc. S’holder Derivative Litig., 722 F. Supp. 2d 453 (S.D.N.Y. 2010) (denying defendants’ motion to dismiss in derivative action and finding that a majority of Pfizer, Inc.’s directors faced a substantial likelihood of personal liability based on allegations that they were aware of and deliberately disregarded reports of illegal pharmaceutical marketing practices)
- In re MRV Commc’ns Inc. Derivative Litig.,Case No. CV 08-03800 GAF RCX, 2010 WL 5313442 (C.D. Cal. Dec. 27, 2010) (denying defendants’ motion to dismiss in derivative action and sustaining claims asserted under both Delaware state law and the federal securities laws, including fraud claims subject to materially heightened standards, against defendants based on allegations of a multi-year stock options backdating scheme)
- In re HQ Sustainable Maritime Indus., Inc. Derivative Litig., 826 F. Supp. 2d 1256 (W.D. Wash. 2011) (denying defendants’ motion to dismiss in derivative action where majority of directors were alleged to have “failed to perform duties that were incumbent upon them and necessary for the continuing health of the company,” including directors’ refusal to cooperate in investigation of violations of governing accounting procedures, or to take steps necessary to allow auditors to verify company accounts and customer positions)
- Underland v. Alter, Case No. CIV.A. 10-3621, 2012 WL 2912330 (E.D. Pa. Jul. 16, 2012) (denying defendants’ motions to dismiss in securities class action brought pursuant to the Securities Exchange Act of 1933, sustaining claims against officers and directors of Advanta Corp. based on alleged misstatements made in connection with the public offering of $500 million worth of unsecured debt securities, and sustaining claims against KPMG LLP for certifying statements)
- Dennis v. Hart, 724 F.3d 1249 (9th Cir. 2013) (reversing federal district court’s order dismissing derivative action in part, and finding that the Securities Exchange Act of 1934 did not confer federal jurisdiction over shareholder derivative actions brought by shareholders in state court alleging that company’s executive compensation policies violated state law)
- In re Galena Biopharma, Inc. Derivative Litig., Case No. 3:14-cv-382-SI 2014 WL 5410831 (D. Or. Oct. 22, 2014) (denying defendants’ motion to stay a derivative action to allow for an investigation to be performed by a purported “special litigation committee,” and concluding that it was unlikely that any future decision by the “special litigation committee” to terminate the derivative litigation would withstand scrutiny)
- Barovic v. Ballmer, 72 F. Supp. 3d 1210 (W.D. Wash. 2014) (denying defendants’ motions to dismiss derivative action arising from Microsoft Corp.’s failure to comply with a European Union antitrust settlement agreement, concluding that Microsoft’s board of directors were not entitled to business judgment presumption, and sustaining all claims against Microsoft’s directors and officers based on allegations of their conscious failure to monitor or oversee the company’s internal legal compliance operations)
- Rosenbloom v. Pyott, 765 F.3d 1137 (9th Cir. 2014) (reversing federal district court’s order dismissing derivative action and finding reason to infer that directors of Allergan, Inc. remained consciously inactive in the face of wrongdoing by the corporation in off-label promotion of a pharmaceutical product, and that the directors decided to pursue a business plan premised on the illegal off-label promotion of the drug)
- In re Galena Biopharma, Inc. Derivative Litig., 83 F. Supp. 3d 1047 (D. Or. 2015) (denying defendants’ motions to dismiss derivative action arising from allegations that directors and officers conducted a secret, misleading stock promotion campaign designed to artificially inflate the company’s stock price such that directors and officers could sell their personal stock at inflated prices)